SCRUTINIZERS REPORT
[Pursuant to section 110 of the Companies Act, 2013 and
Rule 22 of the Companies (Management and Administration) Rules, 2014]
To,
The Chairman
HDFC Bank Limited
CIN: L65920MH1994PLC080618
HDFC Bank House,
Senapati Bapat Marg, Lower Parel (W),
Mumbai - 400 013
Dear Sir,
Pursuant to the resolution passed by the Board of Directors of HDFC Bank Limited (hereinafter referred as the Bank) on,
November 27, 2024 , I, Manisha Maheshwari, Partner of M/s. Bhandari and Associates, Company Secretaries, have been appointed as a Scrutinizer for conducting the Postal Ballot including voting by electronic means in respect of passing of the
resolution contained in the postal ballot notice dated November 27, 2024 (Notice) in a fair and transparent manner.
The
management of the Bank is responsible to ensure compliance with Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification or re-enactment thereof for the time being in force) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the Rules), as amended from time to time, including
General Circular No. 14/2020 dated April 08, 2020, No. 17/2020 dated April 13, 2020 and the subsequent circulars issued in this regard the latest being Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of
Corporate Affairs (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-PoD-2/P/CIR/2024/133 dated October 03, 2024, (hereinafter collectively referred to
as SEBI Circulars) and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI 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
the shareholders on the resolution proposed in the Postal ballot Notice dated November 27, 2024 of the Bank and other applicable laws and regulations, relating to postal ballot including voting by electronic means.
My responsibility as a scrutinizer for the voting process is restricted to make a scrutinizer report on the votes cast in favour or
against the resolution 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 Members 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