MINISTRY OF CORPORATE AFFAIRS

RECEIPT

G.A.R.7

SRN : H85032977 Service Request Date : 26/08/2019

Payment made into : ICICI Bank

Received From

Name : Vijay kumar varma

Address : 901 Kamla Executive Park,

OffAndheri Kurla road, J.B.Nagar Andheri (East)

Mumbai, Maharashtra

India - 400059

Entity on whose behalf money is paid

CIN: L65991MH1999PLC123027

Name : HDFC ASSET MANAGEMENT COMPANY LIMITED

Address : "HDFC HOUSE", 2ND FLOOR, H.T PAREKH MARG,

165-166, BACKBAY RECLAMATION, CHURCHGATE

MUMBAI, Maharashtra

India - 400020

Full Particulars of Remittance

Service Type: eFiling

Service Description

Fee for Form MGT-7 for the financial year ending on 2019

Mode of Payment: CreditCard-ICICI Bank

Received Payment Rupees: Six Hundred Only

Type of Fee Amount! Rs.)

Normal 600.00

Total 600.00

Note -The Registrar may examine this eForm any time after the same is processed by the system under Straight Through Process (STP). Incase any defects or incompleteness in any respect is noticed by the Registrar, then this eForm shall be treated and labeled as defective andthe eForm shall have tobefiled afresh with the fee and additional fee, asapplicable. (Please refer Rule 10 ofthe Companies (Registrationoffices offices and Fees) Rules, 2014)

Page 1 of 1

FORM NO. MGT-7[Pursuantto sub-Section(l) of section 92 ofthe Companies Act, 2013 and sub-rule (1) ofrule llof the Companies (Management andAdministration) Rules, 2014]

Annual Return

<H<^|Hc|^Tct

Form language ® English O HindiRefer the instruction kit for filing the form.

I. REGISTRATION AND OTHER DETAILS

(i) *Corporate Identification Number (CIN) of the company

Global Location Number (GLN) of the company

* Permanent Account Number (PAN) of the company

(ii) (a) Name of the company

(b) Registered office address

"HDFCHOUSE", 2ND FLOOR, H.TPAREKH MARG,165-166, BACKBAY RECLAMATION, CHURCHGATEMUMBAI

Mumbai CityMaharashtra

(c) *e-mail ID of the company

(d) 'Telephone number with STD code

(e) Website

Date of Incorporation

(iv) Type of the Company Category of the Company

L65991MH1999PLC123027 Pre-fill

AAACH7614L

HDFC ASSET MANAGEMENT O

shareholders.relations@hdfcfu

02266316333

www.hdfcfund.com

10/12/1999

Sub-category of the Company

Public Company Company limited by shares Indian Non-Government company

(v) Whether company is having share capital (5) Yes O No

(vi) 'Whether shares listed on recognized Stock Exchange(s) ® Yes Q No

Page 1 of 17

(a) Details of stock exchanges where shares are listed

S. No. Stock Exchange Name Code

1 BSE Limited 1

2 National Stock Exchange of India Limited 1,024

(b) CIN of the Registrar and Transfer Agent

Name of the Registrar and Transfer Agent

U72400TG2017PTC117649

KARVY FINTECH PRIVATE LIMITED

Registered officeaddress of the Registrar and Transfer Agents

KarvySelenium, Tower B,Plot No- 31 &32,Financial District,Nanakramguda,Serilingampally

(vii) "Financial year From date 01/04/2018 (DD/MM/YYYY) To date 31/03/2019

(viii) 'Whether Annual general meeting (AGM) held ® Yes O No

(a) If yes, date of AGM

(b) Due date of AGM

16/07/2019

16/07/2019

(c) Whether any extension for AGM granted Q Yes

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

'Number of business activities 2

® No

Pre-fill

(DD/MM/YYYY)

S.No Main

Activitygroup code

Description of Main Activity group Business

ActivityCode

Description of Business Activity % of turnover

of the

company

1 K Financial and insurance Service K6 Fund Management Services 98.97

2 K Financial and insurance Service K7Financial Advisory, brokerage and

Consultancy Services 1.03

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES(INCLUDING JOINT VENTURES)

'No. of Companies for which information is to be given

S.No Name of the company CIN/FCRN

HOUSING DEVELOPMENT FIN/i L70100MH1977PLC019916

Pre-fill All

Holding/ Subsidiary/Associate/Joint Venture

Holding

% of shares held

52.77

Page 2 of 17

IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

(i) *SHARE CAPITAL

(a) Equity share capital

Authorised

capital

Issued

capitalSubscribed

capital Paid up capital

Total number of equity shares600,000,000 212,573,210 212,573,210 212,573,210

Total amount of equity shares (inRupees)

3,000,000,000 1,062,866,050 1,062,866,050 1,062,866,050

Number of classes

Class of Shares [IssuedAuthorised capita,capital

Number of equity shares600,000,000 212,573,210 212,573,210 212,573,210

Nominal value per share (in rupees)

Total amount of equity shares (in rupees) 3,000,000,000 1,062,866,050 1.062,866,050 1,062,866,050

(b) Preference share capital

Particulars Authorised

capital

Issued

capitalSubscribed

capital Paid-up capital

Total number of preference shares50,000,000 0 0 0

Total amount of preference shares(in rupees)

500,000,000 0 0 0

Number of classes

Class of shares Authorised Subscribed

capitalPaid up capital

capital

Number of preference shares50,000,000 0 0 0

Nominal value per share (in rupees)10 10 10 10

Total amount of preference shares (in rupees)500,000,000 0 0 0

(c) Unclassified share capital

Total amount of unclassified shares

(d) Break-up of paid-up share capital

Number ofClass of shares .

shares

Total nominal Total Paid-up

amount

Total premium

Equity shares

Page 3 of 17

At the beginning of the year210,555,200 1,052,776,000 1,052,776,000

Increase during the year2,018,010 10,090,050 10,090,050 1,877,385,291.25

i. Pubic Issues0 0 0 0

ii. Rights issue0 0 0

iii. Bonus issue0 0 0 0

iv. Private Placement/ Preferential allotment1,433,600 7,168,000 7,168,000 1,498,112,000

v. ESOPs

584,410 2,922,050 2,922,050 379,273,291.25

vi. Sweat equity shares allotted0 0 0 0

vii. Conversion of Preference share0 0 0 0

viii. Conversion of Debentures0 0 0 0

ix. GDRs/ADRs0 0 0 0

x. Others, specify

Decrease during the year0 0 0 0

i. Buy-back of shares0 0 0 0

ii. Shares forfeited0 0 0 0

iii. Reduction of share capital0 0 0 0

iv. Others, specify

At the end of the year212,573,210 1,062,866,050 1,062,866,050

Preference shares

At the beginning of the year0 0 0

Increase during the year0 0 0 0

i. Issues of shares0 0 0 0

ii. Re-issue of forfeited shares0 0 0 0

iii. Others, specify

. , iDecrease during the year0 0 0 0

Page 4 of 17

i. Redemption of shares0 0 0 0

ii. Shares forfeited 0 0 0 0

iii. Reduction of share capital0 0 0 0

iv. Others, specify

At the end of the year 0 0 0

(ii) Details of stock split/consolidation during the year(foreachclass of shares) 0

Class of shares (i) (ii) 0")

Before split /

Consolidation

Number of shares

Face value per share

After split /

Consolidation

Number of shares

Face value per share

(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the caseof the first return at any time since the incorporation of the company) *

IS Nil[Details being provided in a CD/Digital Media]

Separate sheet attached for details of transfers

O Yes O No O Not Applicable

O Yes O No

Note: In caselist oftransferexceeds 10,option for submission as a separate sheet attachmentor submission in a CD/DigitalMedia may be shown.

Date of the previous annual general meeting

Date of registration of transfer (Date Month Year)

Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 -• Stock

Number of Shares/ Debentures/Units Transferred

Amount per Share/Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Page 5 of 17

Transferor's Name

Surname middle name first name

Ledger Folio of Transferee

Transferee's Name

Surname middle name first name

Date of registration of transfer (Date Month Year)

Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/Units Transferred

Amount per Share/Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Transferor's Name

Surname middle name first name

Ledger Folio of Transferee

Transferee's Name

Surname middle name first name

Page 6 of 17

(iv) Indebtedness including debentures (Outstanding as at the end offinancial year)

Particulars Number of units Nominal value perunit

Total value

Non-convertible debentures0 0 0

Partly convertible debentures0 0 0

Fully convertible debentures0 0 0

Secured Loans (including interestoutstanding/accrued but not due forpayment) excluding deposits

0

Unsecured Loans (including interestoutstanding/accrued but not due forpayment) excluding deposits

0

Deposit 0

Total 0

Details of debentures

Class of debentures Outstanding as atthe beginning of the

year

Increase during theyear

Decrease during the

year

Outstanding as at

the end of the year

Non-convertible debentures0 0 0 0

Partly convertible debentures0 0 0 0

Fully convertible debentures0 0 0 0

v) Securities (other than shares and debentures) 0

Type ofSecurities

Number of

Securities

Nominal Value ofeach Unit

Total Nominal

Value

Paid up Value ofeach Unit

Total Paid up Value

Total

V. Turnover and net worth of the company (as defined in the Companies Act, 2013)

(i) Turnover

(ii) Net worth of the Company

VI. (a) *SHARE HOLDING PATTERN - Promoters

S.No. Category

19,151,745,860

30,707,291,822.75

Equity Preference

Page 7 of 17

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian0 0 0

(ii) Non-resident Indian (NRI)0 0 0

(iii) Foreign national(other than NRI)0 0 0

2.Government

(i) Central Government0 0 0

(ii) State Government0 0 0

(iii) Government companies0 0 0

3.Insurance companies

0 0 0

4.Banks

0 0 0

5.Financial institutions

0 0 0

6.Foreign institutional investors

0 0 0

7.Mutual funds

0 0 0

8.Venture capital

0 0 0

9.Body corporate

(not mentioned above) 175,830,445 82.72 0

10. Others 0 0 0

Total175,830,445 82.72 0 0

Total number of shareholders (promoters)

(b) *SHARE HOLDING PATTERN - Public/Other than promoters

S.No. Category Equity Preference

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian20,773,422 9.77 0

(ii) Non-resident Indian (NRI)512,655 0.24 0

(iii) Foreign national (otherthan NRI)0 0 0

Page 8 of 17

2.Government

(i) Central Government0 0 0

(ii) State Government0 0 0

(iii) Government companies0 0 0

3.Insurance companies

0 0 0

4.Banks

30,229 0.01 0

5.Financial institutions

271,510 0.13 0

6.Foreign institutional investors

8,862,255 4.17 0

7.Mutual funds

1,945,093 0.92 0

8.Venture capital

0 0 0

9.Body corporate(not mentioned above) 1,636,532 0.77 0

10. Others AlFs,Clearing Members, Tri 2,711,069 1.28 0

Total36,742,765 17.29 0 0

Total number of shareholders (other than promoters)

Total number of shareholders (Promoters+Public/Other than promoters)

393,090

(c) *Details of Foreign institutional investors' (FIIs) holding shares of the company 104

Name of the FII Address Date of

IncorporationCountry ofIncorporation

Number of shares

held

% of shares held

SMALLCAP WORLD Fl DEUTSCHE BANK AG, DB HOUSE, r IN 2,281,986 1.07

THE REGENTS OF THE DEUTSCHE BANKAG, DB HOUSE, r IN 1,155,188 0.54

AMERICAN FUNDS INS DEUTSCHE BANK AG, DB HOUSE, r IN 446,831 0.21

VANGUARD TOTAL IN JPMORGAN CHASE BANK N.A., INC IN 443,695 0.21

COLUMBIA EMERGINC JPMORGAN CHASE BANK N.A., INC IN 284,897 0.13

GOLDMAN SACHS (Sir Standard Chartered Bank, CRESCEI IN 210,166 0.1

GENERATION IM FUNC CITIBANK N.A. CUSTODY SERVICES IN 203,394 0.1

GRANDEUR PEAK INTE DEUTSCHE BANK AG, DB HOUSE, r IN 190,270 0.09

Page 9 of 17

Name of the FII Address Date of

IncorporationCountry ofIncorporation

Number of shares

held

% of shares held

JAPAN TRUSTEE SERVI HSBC SECURITIES SERVICES, 11TH IN 184,100 0.09

FIDELITY INVESTMENT CITIBANK N.A. CUSTODY SERVICES IN 180,535 0.08

GOLDMAN SACHS INC DEUTSCHE BANK AG, DB HOUSE, r IN 179,961 0.08

UBS PRINCIPAL CAPIT, Standard Chartered Bank, CRESCEI IN 161,762 0.08

GOVERNMENT PENSIC CITIBANK N.A. CUSTODY SERVICES IN 140,409 0.07

BNP PARIBAS ARBITR/ BNP PARIBAS, CUSTODY OPERATIC IN 139,967 0.07

WILLIAM BLAIR EMER( DEUTSCHE BANK AG, DB HOUSE, r IN 137,268 0.06

AXA WORLD FUNDS-F DEUTSCHE BANK AG, DB HOUSE, r IN 135,526 0.06

GRANDEUR PEAK EME DEUTSCHE BANK AG, DB HOUSE, r IN 123,358 0.06

EMERGING MARKETS! DEUTSCHE BANK AG, DB HOUSE, r IN 115,298 0.05

GENERATION IM ASIA CITIBANK N.A. CUSTODY SERVICES IN 105,697 0.05

COLUMBIA VARIABLE JPMORGAN CHASE BANK N.A., INC IN 100,159 0.05

FIDELITY INVESTMEN1 JPMORGAN CHASE BANK N.A., INC IN 99,363 0.05

ASHOKA INDIA EQUIT KOTAK MAHINDRA BANK LIMITED IN 89,826 0.04

FIDELITY GLOBAL DM DEUTSCHE BANK AG, DB HOUSE, r IN 89,480 0.04

GRANDEUR PEAKGLC DEUTSCHE BANK AG, DB HOUSE, r IN 89,000 0.04

AUBURN LIMITED KOTAK MAHINDRA BANK LIMITED IN 87,898 0.04

VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS(Details, Promoters, Members (other than promoters), Debenture holders)

DetailsAt the beginning of the year \t the end of the yea

Promoters3 2

Members

(other than promoters) 70 393,090

Debenture holders0 0

VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Page 10 of 17

(A) ^Composition of Board of Directors

Category Number of directors at thebeginning of the year

Number of directors at the endof the year

Percentage of shares held bydirectors as at the end of year

Executive Non-executive Executive Non-executive Executive Non-executive

A. Promoter0 0 0 0 0 0

B. Non-Promoter1 11 1 12 0.49 0.24

(i) Non-independent1 5 1 5 0.49 0.24

(ii) Independent0 6 0 7 0 0

C. Nominee Directors

representing 0 0 0 0 0 0

(i) Banks & FIs0 0 0 0 0 0

(ii) Investing institutions0 0 0 0 0 0

(iii) Government0 0 0 0 0 0

(iv) Small share holders0 0 0 0 0 0

(v) Others0 0 0 0 0 0

Total1 11 1 12 0.49 0.24

Number of Directors and Key managerial personnel (who is not director) ason the financial yearend date

(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year

15

Name DIN/PAN Designation Number of equityshare(s) held

Date of cessation (after closure of

financial year: Ifany)

DEEPAK S. PAREKH 00009078 Director 160,000

MILIND BARVE 00087839 Managing Director 1,040,000

N. KEITH SKEOCH 00165850 Director 0

JAMES AIRD 01057384 Director 0

RENU S. KARNAD 00008064 Director 168,320

KEKI MISTRY 00008886 Director 168,320

HOSHANG BILLIMORI/ 00005003 Director 14

DEEPAK B. PHATAK 00046205 Director 0 20/07/2019

Page 11 of 17

Name DIN/PAN Designation Number of equityshare(s) held

Date of cessation (after closureoffinancial year: Ifany)

VIJAY MERCHANT 01773227 Director 46 20/07/2019

JAIRAJ PURANDARE 00159886 Additional director 0

DHRUV KAJI 00192559 Additional director 0

SANJAY BHANDARKAI 01260274 Additional director 0

PARAG SHAH 00374944 Additional director 0

PIYUSH SURANA AAJPS0557P CFO 137,622

SYLVIA FURTADO AAEPF2292B Company Secretar 102,968

[ii) Particulars of change in director(s) and Key managerial personnel during the year 7

Name DIN/PAN Designation at the

beginning/duringthe financial year

Date of appointment/change in designation/cessation

Nature of change (Appointment/Change in designation/ Cessation)

HUMAYUN DHANRAJG 00004006 Director 31/10/2018 Cessation

P.M. THAMPI 00114522 Director 31/10/2018 Cessation

RAJESHWAR R. BAJA/ 00087845 Director 31/10/2018 Cessation

JAIRAJ PURANDARE 00159886 Additional director 31/10/2018 Appointment

DHRUV KAJI 00192559 Additional director 31/10/2018 Appointment

SANJAY BHANDARKAI 01260274 Additional director 31/10/2018 Appointment

PARAG SHAH 01260274 Additional director 22/01/2019 Appointment

IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OFTHE BOARD OFDIRECTORS

A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED MEETINGS

Number of meetings held

Type of meeting Date of meetingTotal Number of

Members entitled toattend meeting

Number of membersattended

Attendance

% of totalshareholding

ANNUAL GENERAL MEETI 17/04/2018 73 13 97.26

EXTRA ORDINARY GENEF 18/04/2018 73 13 97.26

Page 12 of 17

B. BOARD MEETINGS

'Number of meetings held 7

S.No. Date of meetingTotal Number of directorsassociated as on the date

of meeting

Attendance

Number of directors

attended % of attendance

1 16/04/2018 12 10 83.33

2 17/04/2018 12 10 83.33

3 27/06/2018 12 8 66.67

4 21/08/2018 12 12 100

5 29/10/2018 12 11 91.67

6 21/01/2019 12 12 100

7 26/02/2019 13 11 84.62

C. COMMITTE.E MEETINGS

mber of meeting s held 29

S.No.Type ofmeeting Date of meeting

Total Number

of Members as

on the date ofthe meeting

Attendance

Number of membersattended % of attendance

1 AUDIT COMM 16/04/2018 6 5 83.33

2 AUDIT COMM 27/06/2018 6 4 66.67

3 AUDIT COMM 21/08/2018 6 6 100

4 AUDIT COMM 29/10/2018 6 6 100

5 AUDIT COMM 13/12/2018 6 5 83.33

6 AUDIT COMM 21/01/2019 6 6 100

7 RISK MANAGI 16/04/2018 8 8 100

8 RISK MANAG 21/08/2018 8 8 100

9 RISK MANAG 29/10/2018 8 8 100

10 RISK MANAG 21/01/2019 8 8 100

D. 'ATTENDANCE OF DIRECTORS

Page 13 of 17

s.

No.

Name

of the director

Board Meetings Committee MeetingsWhether

attended AGM

held onNumber of

Meetings whichdirector was

entitled to

attend

Number of

Meetingsattended

%of

attendance

Number of

Meetings whichdirector was

entitled to

attend

Number of

Meetingsattended

%of

attendance

16/07/2019

(Y/N/NA)

1 DEEPAK S. P 7 7 100 15 14 93.33 Yes

2 MILIND BARV 7 7 100 12 10 83.33 Yes

3 N. KEITH SKE 7 2 28.57 0 0 0 No

4 JAMES AIRD 7 6 85.71 17 16 94.12 No

5 RENU S. KAR 7 7 100 9 8 88.89 No

6 KEKI MISTRY 7 7 100 19 14 73.68 Yes

7 HOSHANG Bl 7 7 100 16 16 100 Yes

8 DEEPAK B. P 7 7 100 8 8 100 Yes

9 VIJAY MERCr 7 7 100 24 23 95.83 Yes

10 JAIRAJ PURA 2 2 100 4 4 100 Yes

11 DHRUV KAJI 2 1 50 7 7 100 Yes

12 SANJAY BHA 2 2 100 5 5 100 Yes

13 PARAG SHAh 1 1 100 0 0 0 Yes

X. 'REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Nil

Number of Managing Director, Whole-time Directors and/or Managerwhose remuneration details to be entered1

S. No. Name Designation Gross Salary Commission Stock Option/Sweat equity

Others Total

Amount

1 MILIND BARVE MANAGING DIF 32,531,682 39,500,000 72,031,682

Total 32,531,682 39,500,000 72,031,682

dumber of CEO, CFO and Company secretary whose remuneration details to be entered2

S.No. Name Designation Gross Salary Commission Stock Option/Sweat equity

Others Total

Amount

1 PIYUSH SURANA CFO 13,891,236 13,891,236

2 SYLVIA FURTADO COMPANY SEC 8,062,479 8,062,479

Page 14 of 17

S.No. Name Designation Gross Salary CommissionStock Option/Sweat equity

OthersTotal

Amount

Total 21,953,715 21,953,715

Number of other directors whose remuneration details to be entered 15

S.No. Name Designation Gross Salary CommissionStock Option/Sweat equity

OthersTotal

Amount

1 DEEPAK PAREKH DIRECTOR 0 2,100,000 2,100,000

2 KEKI MISTRY DIRECTOR 0 2,100,000 2,100,000

3 RENU KARNAD DIRECTOR 0 1,500,000 1,500,000

4 N. KEITH SKEOCH DIRECTOR 0 0 0

5 JAMES AIRD DIRECTOR 0 0 0

6 DEEPAK PHATAK DIRECTOR 0 1,600,000 1,600,000

7 VIJAY MERCHANT DIRECTOR 0 3,100,000 3,100,000

8 HOSHANG BILLIMC DIRECTOR 0 2,400,000 2,400,000

9 DHRUV KAJI DIRECTOR 0 800,000 800,000

10 JAIRAJ PURANDAf DIRECTOR 0 700,000 700,000

11 SANJAY BHANDAF DIRECTOR 0 800,000 800,000

12 PARAG SHAH DIRECTOR 0 200,000 200,000

13 P M THAMPI DIRECTOR 0 1,200,000 1,200,000

14 RAJESHWAR BAJ/ DIRECTOR 0 1,100,000 1,100,000

15 HUMAYUN DHANF DIRECTOR 0 900,000 900,000

Total 0 0 18,500,000 18,500,000

XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

*A. Whether the company has made compliances and disclosures in respect of applicable^ Yes O Noprovisionsof the Companies Act, 2013 during the year

B. If No, give reasons/observations

XII. PENALTY AND PUNISHMENT - DETAILS THEREOF

(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS g] Nil

Page 15 of 17

Name of the

company/ directors/officers

Name of the court/

concerned

AuthorityDate of Order

Name of the Act and

section under which

penalised / punished

Details of penalty/punishment

Details of appeal (if any)including present status

(B) DETAILS OF COMPOUNDING OF OFFENCES ^ Nil

Name of the

company/ directors/officers

Name of the court/

concerned

AuthorityDate of Order Name of the Act and

section under which

offence committed

Particulars of

offence

Amount of compounding (inRupees)

XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment

O Yes ® No

(In case of'No', submit the details separately through the method specified in instruction kit)

XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES

In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees ormore, details of company secretary in whole time practice certifying the annual return in Form MGT-8.

Name

Whether associate or fellow

Certificate of practice number

S N Bhandari

O Associate ® Fellow

366

I/We certify that:(a)The return states the facts, as theystood on the date of the closureofthe financial year aforesaid correctly and adequately.(b) Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions oftheAct during the financial year.

Declaration

I am Authorised by the Board of Directors of the company vide resolution no.40 dated 26/04/2019

(DD/MM/YYYY) to signthisform and declare that allthe requirements ofthe Companies Act, 2013 and the rulesmade thereunderin respectof the subjectmatterofthis form and matters incidental theretohave been compiled with. Ifurther declare that:1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to

the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.2. All the required attachmentshave been completely and legibly attached to thisform.

Note: Attention is also drawn tothe provisions ofSection 447, section 448 and 449 ofthe Companies Act, 2013 which provide forpunishment for fraud, punishment for false statement and punishment for false evidence respectively.

To be digitally signed by

Page 16 of 17

Director

DIN of the director

To be digitally signed by

(•) Company Secretary

O Company secretary inpractice

Membership number 17976

MILIND

GAJANAN

BARVE

00087839

SYLVIA hmGREGORY ~~=~FURTADO •---•*«-=•-

Attachments

1. List of share holders, debenture holders

2. Approval letter for extension of AGM;

3. Copy of MGT-8;

4. Optional Attachement(s), if any

Certificate of practice number

Attach

Attach

Attach

Attach

Modify Check Form Prescrutiny

List of attachments

MGT-8_HDFC AMC_FY 2018-19.pdfClarification Letter.pdf

Remove attachment

Submit

This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and onthe basis of statement of correctness given by the company

Page 17 of 17

Bhandari & AssociatesCompany Secretaries

901,Kamla Executive Park, Off. Andheri Kurla Road,J. B. Nagar, Andheri East. Mumbai - 400059

Tel: +91 22 4221 5300 Fax: +91 22 4221 5303Email: mumbai@anilashok.com

Form No. MGT-8

[Pursuant to section 92(2) of the Companies Act, 2013 andRule 11(2)of Companies (Managementand Administration) Rules, 2014]

We have examined the registers, records and books and papers of HDFC ASSETMANAGEMENT COMPANY LIMITED [CIN: L65991MH1999PLC123027] ("theCompany') as required to be maintained under the Companies Act, 2013 ('the Act') and therules made thereunder for the financial yearended on 31st March, 2019.

In our opinion and to the best of my information and according to the examinations carriedout by us and explanations furnished to us by the company, its officers and agents, we certifythat:

A. the Annual Return states the facts as at the close of the aforesaid financial year correctly

and adequately.

B. during the aforesaid financial year the Company has complied with provisions of the Act& Rules made there under in respect of:

1. its status under the Act i.e. Public Limited Company, Limited by shares;

2. maintenance of registersand records & making entries therein within the time prescribedtherefor;

3. filing of forms and returns as stated in the annual return, with the Registrar ofCompanies, Regional Director, Central Government, the Tribunal, Court or otherauthorities within/beyond the prescribed time, wherever required;

4. calling, convening and holding meetings of Board of Directors and its committees andthemeetings of the members of the Company on due dates as stated in the Annual Returnin respect of which meetings, proper notices were given and the proceedings includingthe circular resolutions have been properly recorded in the Minute Book and registersmaintained for the purposeand the same have been signed, further the Company was notrequired to pass any resolution by postal ballot;

5. closure of Register of Members / Security holders, as the case may be;

6. the Company has notgiven any advance or loan to itsdirectors and/or persons or firms orcompanies referred in Section 185 of the Act;

7. contracts/arrangements with related parties as specified in section 188 of the Act;

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8. Company has issued and made allotment of equity shares and issued the sharecertificates in all instances, wherever required; however there was no transfer ortransmission and redemption of preference shares or debentures or buy back ofsecuritites and there was no reduction of share capital or conversion of shares/securities;

9. there were no transaction necessitating the Company to keep in abeyance the rights todividend, right shares, and bonus shares pending registration of transfer of shares incompliance with the provisions of the Act;

10. the Company has declared and made the payment of dividend, however the Companywas not required to transfer of unpaid/ unclaimed dividend/other amounts as applicableto the Investor Education and Protection Fund in accordance with section 125 of the Act;

11. signing of audited financial statement as per the provisions of section 134of the Act andreport of directors is as per sub - sections (3), (4) and (5) thereof;

12.constitution/ appointment/ re-appointments/ retirement/ / disclosures of the Directors,Key Managerial Personnel and the remuneration paid to them; There was no instance tofill any casual vacancies of Directors of the Company;

13. There is no instance of the causual vacancies of the auditors and appointment/reappointment of auditors as per the provisionsof section 139of the Act;

14. approvals have been taken, wherever required, if any has been taken from the CentralGovernment, Tribunal, Regional Director, Registrar, Court or such other authoritiesunder the various provisions of the Act;

15. the Company has not accepted, renewed and repaid any deposits;

16. the Company has not borrowed from its directors, members, public financial institutions,banks and others, hence not required tocreate, modify and satisfy charges in that respect;

17. the Company has made investment as per the provisions of Section 186 of the Act,however Company has not given loans or guarantees or provided securities to otherbodies corporate or persons falling under the provisions ofSection 186 of the Act;

18. the Company has not altered the provisions of the Memorandum and Articles ofAssociation of the Company.

For Bhandari & Associates

Company Secretaries

S. N. Bhandari

Partner | C P No. : 366Mumbai | August 21, 2019