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HDFC Asset Management Company Ltd.

BSE: 541729 Sector: Financials
NSE: HDFCAMC ISIN Code: INE127D01025
BSE 00:00 | 19 Jan 2394.85 -49.50
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NSE 00:00 | 19 Jan 2394.20 -55.30
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OPEN 2444.35
PREVIOUS CLOSE 2444.35
VOLUME 6309
52-Week high 3363.00
52-Week low 2281.00
P/E 37.13
Mkt Cap.(Rs cr) 51,058
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2444.35
CLOSE 2444.35
VOLUME 6309
52-Week high 3363.00
52-Week low 2281.00
P/E 37.13
Mkt Cap.(Rs cr) 51,058
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HDFC Asset Management Company Ltd. (HDFCAMC) - Director Report

Company director report

To the Members

Your Directors have the pleasure in presenting the Twenty-second AnnualReport together with the Audited Accounts of your Company for the financial year endedMarch 31 2021.

Financial Results

The financial performance of your Company for the financial year endedMarch 31 2021 is summarised as below:

(Rs. in Crore)

FINANCIAL RESULTS For the year ended March 31 2021 For the year ended March 31 2020
Profit before Tax 1748.95 1653.05
Less: Provision for Tax (Net of Deferred Tax) 423.19 390.64
Profit after Tax 1325.76 1262.41
Add/(Less): Other Comprehensive Income (Net of Tax) (0.69) (3.08)
Total Comprehensive Income (A) 1325.07 1259.33
Balance of Retained earnings carried forward from previous year 3133.52 2190.37
Less: equity Dividend Paid for earlier year 595.96 255.11
Less: Tax on equity Dividend Paid for earlier year - 52.44
Less: Other Adjustments - 8.63
Total (B) 2537.56 1874.19
Balance of Retained Earnings Carried to Balance Sheet (A+B) 3862.63 3133.52

For the year ended March 31 2021 your Company posted a net profit ofRs. 1325.76 Crore as against Rs. 1262.41 Crore in the previous year. Appropriations fromthe net profit have been effected as per the summary given above. For a detailed analysisof the financial performance of your Company for the year under review refer to report onManagement Discussion and Analysis.

Your Company does not have any subsidiary or an associate company or ajoint venture company.

Dividend

Your Directors recommend payment of dividend of Rs. 34/- per equityshare (680%) of face value of Rs. 5/- each for the financial year ended March 31 2021 asagainst Rs. 28/- (560%) per equity share of face value of Rs. 5/- each for the previousyear. The dividend pay-out ratio for the proposed dividend for the year ended March 312021 is 54.61%.

The dividend recommended is in accordance with the parameters andcriteria as set out in the Dividend Distribution Policy which has been approved by theBoard of Directors. The Dividend Distribution Policy of the Company is placed on theCompany's website at https://www.hdfcfund. com/about-us/governance/codes-policies andthe same is annexed as Annexure I in terms of Regulation 43A of Securities and exchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(“SeBI Listing Regulations”).

Management Discussion and Analysis Report

Report of the Directors on Corporate Governance and BusinessResponsibility Report

Management Discussion and Analysis Corporate Governance and BusinessResponsibility Reports form part of this report.

Transfer to Reserves

There is no amount proposed to be transferred to the reserves. Forcomplete details on movement in Reserves and Surplus during the financial year ended March31 2021 please refer to the Statement of Changes in Equity included in the financialstatements.

Capital Structure

During the year your Company issued and allotted 150877 equityshares of Rs. 5/- each of the Company to eligible employees on exercise of stock optionsgranted under Employee Stock Option Schemes of the Company.

Consequently the issued subscribed and paid-up equity share capitalincreased from Rs. 1064016625/- represented by 212803325 equity shares of Rs. 5/-each as on April 01 2020 to Rs. 1064771010/- represented by 212954202 equityshares of Rs. 5/- each as on March 31 2021.

Review of Operations

Assets under Management (AUM)* of HDFC Mutual Fund (“HDFCMF”) at the close of FY 20-21 was `3.96 Lakh Crore as against an AUM of Rs. 3.19 LakhCrore at the close of FY 19-20 an increase of 24%. The Annual Average AUM grew by 3% toRs. 3.84 Lakh Crore. HDFC MF is one of India's largest mutual funds in terms of totalAUM with a market share of 12.6% based on closing AUM. It is also the largest mutual fundin terms of actively managed equity-oriented funds with a market share of 12.9 %. Theactively managed equity-oriented AUM at the close of FY 20-21 wasRs. 1.65 Lakh Crore asagainst Rs. 1.20 Lakh Crore at the close of FY 19-20 an increase of 38%. The activelymanaged equity-oriented annual average AUM constituted 38.4% of the total annual averageAUM and fell by 9% to Rs. 1.48 Lakh Crore. Your Company managed 90 lakh live accounts ason March 31 2021 predominantly those of individual (retail) unitholders. The Individualmonthly average AUM as a percent of total monthly average AUM as of March 2021 was

57.6% as against 57.2% as of March 2020. Your Company has established astrong and wide network of Investor Service Centres (ISCs) rendering services to its unitholders located at various locations across the country. Your Company has 227 ISCs as onMarch 31 2021. ISCs of Computer Age Management

Services Ltd. (CAMS) the Registrar and Transfer Agent of HDFC MF areOfficial Points of Acceptance for transactions of Schemes of HDFC MF. These officessupplement the investor-servicing network of your Company. Your Company servicesunitholders and over 65000 empanelled distributors in over 200 cities pan India.

Your Company is the most preferred choice for individual investorswith the highest market share in assets from individual investors at 13.7%. Of the 2.28Crore unique investors in mutual funds in India (as identified by PAN) we enjoy trust of53 Lakh investors a market penetration of 23%. Your Company's offering of systematictransactions further enhances its appeal to individual investors looking to investperiodically in a disciplined and risk-mitigating manner. Your Company processed Rs.11100 Crore through systematic transactions from April 2020 to March 2021.

These monthly flows provide a strong and stable “order book”provide predictable flows with 84% of live systematic investment plans (SIPs) subscribedfor a tenure of more than 5 years. Your Company also provides portfolio management andsegregated account services including discretionary non-discretionary and advisoryservices to high net worth individuals (HNIs) family offices domestic corporatestrusts provident funds and domestic and global institutions. As on

March 31 2021 the aggregate assets under these services were at Rs.9735 Crore. All our operations continue to work remotely using the existinginfrastructure in place. We have been able to successfully continue Work from Home foremployees even in remote locations. A safe environment following all the necessaryprotocols was created to enable essential employees to operate from the office/ branches.Our strong IT systems and digital infrastructure facilitated our operations to continueseamlessly and also aided in managing the additional online transactions and activity.

Schemes Launched

Two new schemes were launched during the financial year HDFC BankingeTF and HDFC Dividend Yield Fund.

Fundamental Attributes Changed

During the year changes in fundamental attributes were made to thefollowing funds HDFC Multi Asset Fund HDFC Flexi Cap Fund (erstwhile HDFC equity Fund)& HDFC Capital Builder Value Fund details of which were announced through addendumsdated 21st December 2020 22nd December 2020 & 13th January 2021respectively. HDFC Housing Opportunities Fund was converted to an open-ended equity schemefollowing Housing and Allied Activities Theme details of which were announced through anaddendum dated 12th December 2020.

* For details on Mutual Fund AUM refer Page 6 & 7

Directors and Key Managerial Personnel

Non-Executive Directors

During the year Mr. Norman Keith Skeoch (DIN: 00165850) Non-executiveDirector of the Company director nominated by Standard Life Investments Limited (SLI)one of the Promoters of the Company has resigned as Director of the Company with effectfrom close of business hours of January 20 2021. Since Mr. Skeoch had retired from theboard of Standard Life Aberdeen he also stepped down as a Chief executive of StandardLife Aberdeen. Mr. Skeoch deemed it appropriate to consequently also resign as aNon-Executive Director of your Company.

The Board places on record its appreciation for the contributions madeby Mr. Skeoch during his long association with the Company.

The Board of Directors of the Company at its meeting held on January20 2021 based on the recommendation of the Nomination & Remuneration Committeeapproved the appointment of Mr. Rushad Abadan (DIN: 08035538) as an Additional Director(Non-executive Non-Independent) on the Board of Directors of the Company liable to retireby rotation effective from January 21 2021. Mr. Abadan has been nominated by SLI.

Pursuant to the provisions of Section 161 of the Companies Act 2013(the Act) and Articles of Association of the Company Mr. Rushad Abadan shall hold officeas an Additional Director up to the date of the ensuing Annual General Meeting (AGM) andis eligible for appointment as Director. The resolution for aforesaid appointment alongwith the brief profile of Mr. Rushad Abadan form part of the Notice convening the AGM ofyour Company. Your Directors recommend his appointment as Non-executive Director of yourCompany.

In accordance with the provisions of Section 152 of the Act read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of the Company Mr. Keki Mistry (DIN: 00008886) and Ms. Renu Karnad (DIN:00008064) Directors are liable to retire by rotation at the ensuing AGM and beingeligible have offered themselves for re-appointment.

Necessary proposals for their re-appointment have been placed for yourapproval at the ensuing AGM. The brief profile has been detailed in the Notice conveningthe AGM of your Company. Your Directors recommend their re-appointment as Non-executiveDirectors of your Company.

Executive Director

During the year the members at their 21 st AGM of theCompany had re-appointed Mr. Milind Barve (DIN: 00087839) as the Managing Director of yourCompany for a period effective from November 01 2020 up to January 31 2021. Further inorder to ensure a smooth transition of the business activities and handover from Mr. Barveto his successor Mr. Navneet Munot the Board of Directors of the Company at its meetingheld on January 20 2021 based on the recommendation of the Nomination & RemunerationCommittee extended the term of Mr. Milind Barve as the Managing Director of your Companyfor a further period effective from February 1 2021 up to February 15 2021 subject toapproval of the shareholders.

Necessary proposal for Mr. Barve's re-appointment includingpayment of remuneration has been placed for your approval at the ensuing AGM. YourDirectors recommend his re-appointment as Managing Director of your Company for theaforesaid period.

Members may note that during the year Mr. Milind Barve's term asthe Managing Director came to an end on February 15 2021 and he ceased to be a Directorof the Company.

Mr. Milind Barve has served the Company as the Managing Director sinceinception effective July 04 2000. Mr. Barve has been the longest-serving ManagingDirector in the Indian mutual fund industry. He has successfully led the acquisition ofZurich listing of shares of the Company and driven the growth in the AUM to make HDFC AMCas one of the largest Asset Management Companies of the country.

The Board places on record its sincere appreciation for the valuablecontribution made by Mr. Barve in building and growing the Company to what it is today.Mr. Barve‘s stewardship of the Company has been characterised by strategic thinkinginnovative ideas and his tireless efforts to increase the creditability and visibility ofHDFC Mutual Fund. The Board thanks Mr. Barve for his dedication and contribution to theCompany.

The Board of Directors of the Company at its meeting held on January20 2021 based on the recommendation of the Nomination & Remuneration Committeeapproved the appointment of Mr. Navneet Munot (DIN: 05247228) as an AdditionalDirector/Managing Director & Chief executive Officer (CeO) of the Company for a periodeffective from February 16 2021 up to June 30 2024 subject to the approval of theshareholders at ensuing AGM of the Company.

Necessary proposal for appointment of Mr. Navneet Munot includingpayment of remuneration has been placed for your approval at the ensuing AGM. YourDirectors recommend his appointment as Managing Director & CeO of your Company.

Independent Directors

During the year the members at their 21 st AGM of theCompany had appointed Mr. Shashi Kant Sharma

(DIN: 03281847) as an Independent Director of the Company for a term of5 consecutive years effective from October 26 2019.

Mr. Dhruv Kaji Mr. Jairaj Purandare Mr. Sanjay Bhandarkar Mr. ParagShah Ms. Roshni Nadar Malhotra and Mr. Shashi Kant Sharma Independent Directors havesubmitted declarations stating that they meet the criteria of independence as per theprovisions of the Companies Act 2013 and SEBI Listing Regulations.

All the Independent Directors have also confirmed that in terms of Rule6(3) of the Companies (Appointment and Qualification of Directors) Rules 2014 they haveregistered themselves with the Independent Director's database as prescribed underthe Act.

In the opinion of the Board the Independent Directors fulfill theconditions specified under the Companies Act 2013 the Rules made thereunder and SeBIListing Regulations and are independent of the management.

All the directors of the Company have confirmed that they are notdisqualified for being appointed as directors pursuant to Section 164 of the CompaniesAct 2013.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 Mr. Navneet Munot Managing Director & CeO

Mr. Piyush Surana Chief Financial Officer and Ms. Sylvia FurtadoCompany Secretary are the Key Managerial Personnel (KMP) of the Company.

During the year Mr. Milind Barve Managing Director ceased to be KMPof the Company w.e.f. February 15 2021 upon the end of tenure as Managing Director of theCompany and Mr. Navneet Munot Managing Director & CeO has been appointed as one ofthe KMP of the Company w.e.f. February 16 2021.

Number of Meetings of the Board

During the FY 20-21 7 (seven) meetings of the Board of Directors ofyour Company were held and the details of Board and Committee meetings held are providedin the Report of the Directors on Corporate Governance which forms part of this report.

Annual Evaluation

Formal annual evaluation of the performance of the Board itscommittees and of individual directors are conducted by the Board and details of the sameare provided in the Report of the Directors on Corporate Governance which forms part ofthis report.

Nomination & Remuneration Policy

In terms of the requirements under the Companies Act 2013 and SeBIListing Regulations your Company has in place a Nomination & Remuneration Policyinter-alia detailing the director's appointment remuneration criteria fordetermining qualifications attributes independence of a director and other matters. Theremuneration paid to the Directors Key Managerial Personnel and Senior Management is asper the Nomination & Remuneration Policy of your Company. The Nomination &Remuneration Policy is placed on the Company's website at https://www.hdfcfund.com/about-us/governance/codes-policies

Issue of Employee Stock Options

In line with the practice of incentivising the employees through issueof stock options your Company pursuant to approval granted by the Shareholders of theCompany at the Annual General Meeting held on July 23 2020 has formulated EmployeesStock Option Scheme – 2020

(eSOS 2020) in terms of SeBI (Share Based employees Benefits)Regulations 2014 (“eSOP Regulations”).Accordingly the Nomination &Remuneration Committee (NRC) of Board of Directors at its meeting held on February 222021 has approved the said ESOS – 2020 and also grant of 1145000 stock optionsrepresenting 1145000 equity shares of Rs. 5/- each to the eligible employees of theCompany as determined by the NRC under eSOS 2020 at grant price of Rs. 2934.25 peroption. No employee was issued stock option during the year equal to or exceeding 1% ofthe issued capital of the Company at the time of grant.

Your Company has also granted stock options to the employees in thepast under the various employee stock option schemes viz. employee Stock Option Scheme(s)2015 Series I and 2017 Series I & II (“Schemes”) formulated from time totime for the purpose of administering the issue of stock options to the eligible employeesof your Company. There has been no material variation in the terms of the options grantedunder any of these Schemes and all the Schemes are in compliance with the eSOPRegulations. However the above Schemes formulated prior to IPO by your Company werealigned with the eSOP Regulations. Your Company will not make any fresh grant of stockoptions under these aforesaid Schemes.

Disclosures as required under the eSOP Regulations have been placed onthe website of the Company at www.hdfcfund.com

Further the certificate required under Regulation 13 of the eSOPRegulations from the Statutory Auditors of the Company that all the employee stock optionschemes have been implemented in accordance with the eSOP Regulations will be available atthe ensuing AGM for inspection.

Auditors and Auditor's Report

Statutory Auditors

In terms of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. B S R & Co. LLP CharteredAccountants (ICAI FRN: 101248W/W-100022) were appointed as the Statutory Auditors of yourCompany for a period of 5 continuous years i.e. from the conclusion of 18th AGMtill the conclusion of 23rd AGM subject to ratification by the members atevery AGM of the Company.

In accordance with the Companies Amendment Act 2017 notified on May 72018 by the Ministry of Corporate Affairs appointment of the statutory auditors is notrequired to be ratified at every AGM. Accordingly no proposal for ratification ofappointment of M/s. B S R & Co. LLP as Statutory Auditors of the Company will beplaced at the ensuing AGM.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your Company had appointed M/s. Bhandari & Associates Company Secretaries toconduct the Secretarial Audit of your Company for the FY 20-21. The Secretarial AuditReport is annexed herewith as Annexure II to this report.

There were no qualifications reservation or adverse comments ordisclaimer made by the aforesaid Auditors in their audit reports.

The said Auditors of the Company have not reported any fraud asspecified under Section 143(12) of the Companies Act 2013.

Internal Auditors

M/s. Deloitte Touche Tohmatsu India LLP were appointed as InternalAuditors of your Company for the financial year 2020-21.

Risk Management Policy

The Risk Management Policy of your Company reviewed by the AuditCommittee and approved by the Board provides for the enterprise Risk Management (eRM)framework to identify assess monitor and mitigate various business risks. This frameworkincorporates the checks process and procedures to identify potential risks in theoperational areas of the business and minimise their impact on your Company.

The framework is designed to identify risks assess their likelyimpact ensure the review of mitigation measures and requires reporting on a regularbasis. The Audit Committee of the Board of Directors at its meetings periodically reviewsthe functioning of the eRM.

The primary business of your Company is to act as an investment managerto HDFC Mutual Fund which requires specialised expertise in investment management. Sincethis is a very crucial aspect which has an extremely significant bearing on theperformance of your Company a Risk Management Committee is in place to oversee the risksassociated with this function. This Committee also reviews the progress of risk managementpractices pertaining to HDFC Mutual Fund.

With rapid technological and digital advancement in securities marketscyber risks are inevitable hence having strong Cyber Risk Management is essential. TheCompany has a strong Cyber Risk Management framework wherein cyber risk and it'smitigations are monitored at the Information Technology and Security Committee and RiskManagement Committee of the Company. Key areas covered under the Cyber Risk Management arestrong adherence to the Board approved Information and Cyber Security Policies compliancewith SEBI guidelines and ISO 27001 standards to ensure that we are in line with industrybest practices. The Company maintains a robust cyber security architecture and has inplace a cyber resilience framework to protect the integrity of data and guard againstbreaches of privacy.

Adequacy of Internal Controls

Your Company has internal control systems which are commensurate withthe size and complexity of its operations.

The internal control systems comprise of standardised policies andprocedures covering all functional areas aimed at ensuring sound management of operationsreliable financial reporting safeguarding of assets and prevention and detection offrauds and errors. The Audit Committee of the Board of Directors at regular intervals andin co-ordination with Internal and Statutory Auditors reviews the adequacy of InternalControls within your Company.

Further the internal financial controls related to financialstatements are found to be adequate and operating effectively and that no materialweakness has been noticed during the year under review.

Corporate Social Responsibility

In terms of Section 135 of the Companies Act 2013 your Company hasformed a Corporate Social Responsibility (CSR) Committee to approve activitiesexpenditure to be incurred and monitor the performance of the CSR activities undertaken bythe Company.

The CSR Committee comprises Mr. Deepak Parekh (Chairman) Mr. ParagShah and Mr. Navneet Munot. The

Company Secretary acts as the secretary to the Committee.

The Company undertakes its CSR activities through a variety ofeffective programs. The major thrust of the CSR activities of the Company is in the areaof promoting preventive health care through its contribution towards Indian Cancer CureFund Project. This project aims to provide financial aid for treatment to underprivilegedand low income patients diagnosed with any curable/ early detected cancers through theempanelled hospitals. Given the current COVID-19 situation your Company had alsocontributed to the Prime Minister's Citizen Assistance and Relief in emergencySituations Fund (PM Cares Fund) to provide relief to those affected by any kind ofemergency or distress situation such as that posed by COVID 19 pandemic. The Company hasalso undertaken other CSR activities under promotion of education.

The Board of Directors and the CSR Committee review and monitor fromtime to time all the CSR activities being undertaken by the Company.

The annual report on CSR activities in accordance with the Companies(Corporate Social Responsibility Policy) Rules 2014 (as amended from time to time) isset out at Annexure III to this report.

The amount remaining unspent under Section 135(5) of the Companies Act2013 pursuant to ongoing projects undertaken by your Company has been transferred toUnspent Corporate Social Responsibility Account in accordance with Section 135(6) of theCompanies Act 2013 and such amount shall be spent by your Company in pursuance of itsobligation within the approved timelines.

The Composition of the CSR Committee CSR Policy as well as the CSRactivities undertaken by the Company is available on the Company's website athttps://www.hdfcfund.com/ about-us/corporate/csr

Particulars of Contracts or Arrangements with

Related Parties

During the year your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 and applicable AccountingStandards which were in the ordinary course of business and on arms' length basisand in accordance with the policy on Related Party Transactions of the Company.

The Related Party Transactions Policy of the Company provides forproper approval processes and reporting requirements of the concerned transactions betweenthe Company and related parties.

The policy on Related Party Transactions is placed on theCompany's website at https://www.hdfcfund.com/about-us/ governance/codes-policies

During the year there was no material transaction with any relatedparties as per the Related Party Transactions Policy of the Company and/or any otherrelated party transaction entered into by the Company that require disclosure in FormAOC-2 hence disclosure in Form AOC-2 is not applicable to the Company.

The disclosures pertaining to related party transactions as per theapplicable Accounting Standards form part of the notes to the financial statementsprovided in this

Annual Report.

Particulars of Loans Guarantees and Investments

Details of loans guarantees and investments if any covered under theprovisions of Section 186 of the Companies Act

2013 are provided in the notes to financial statements.

Deposits

During the year your Company has not accepted any deposits within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

Unclaimed Dividend on Shares

As at March 31 2021 dividend amounting to Rs. 44.56 Lakh had not beenclaimed by shareholders of the Company and is lying in the respective Unpaid DividendAccounts.

Your Company has disclosed the statement containing the names lastknown addresses and the unpaid dividend to be paid to each shareholder on theCompany's website at www.hdfcfund.com

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013 the Annual Return as on the financial year ended March 31 2021 is placed onthe Company's website at https://www.hdfcfund.com/about-us/financial/ annual-reports

Vigil Mechanism/Whistle Blower Policy

Whistle Blower Policy is in place and details of the same are providedin the Report of the Directors on Corporate Governance which forms part of this report.

Particulars Regarding Conservation of Energy Technology Absorption andForeign Exchange

Earnings and Outgo

The information pertaining to the conservation of energy and technologyabsorption in terms of Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is stated as below:

(a) Conservation of energy and technology absorption

Your Company is in financial services industry and does not consumehigh levels of energy. However regular efforts are made to adopt appropriate energyconservation measures and technology absorption methods. With Work from Home on account ofCOVID-19 the Company has reduced considerable consumption of energy.

(b) Foreign Exchange earnings and expenditure during the year

• Foreign exchange (earnings): Rs. 10.34 Crore (previous year: Rs.33.77 Crore)

• Foreign exchange (expenditure): Rs. 15.35 Crore (previous year:Rs. 18.55 Crore)

Particulars of Employees

As on March 31 2021 your Company has 1254 employees and forthe previous year your Company had 1194 employees.

In accordance with the provisions of Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the names andparticulars of the top ten employees in terms of remuneration drawn are set out in theannexure to this report. In terms of the provisions of Section 136(1) of the CompaniesAct 2013 the Directors' Report is being sent to all shareholders of the Companyexcluding the annexure. Any shareholder interested in obtaining a copy of the annexure maywrite to the Company.

Further disclosures on managerial remuneration as required underSection 197 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are appended as Annexure IV.

Other Disclosures

• There was no change in the nature of the business of theCompany.

• There was no revision in the financial statements of theCompany.

• Disclosure pertaining to maintenance of cost records asspecified by the Central Government under sub-section (1) of Section 148 of the CompaniesAct 2013 is not applicable to your Company.

• Your Company has not issued any sweat equity shares to theemployees of the Company.

• Your Company has not issued equity shares with differentialrights as to dividend voting or otherwise.

• There was no application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 during the year.

• There was no one time settlement entered into with any

Bank or financial institutions in respect of any loan taken by theCompany.

• Details of the Audit Committee of the Board of Directorsincluding its composition are provided in the Report of the Directors on CorporateGovernance which form part of this report.

• There was no receipt of any remuneration or commission by theManaging Director of the Company from its holding company.

Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 and based on the information provided by the management your Directors statethat:

(i) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(ii) Accounting policies selected were applied consistently. Reasonableand prudent judgements and estimates were made so as to give a true and fair view of thestate of affairs of the Company at the end of March 31 2021 and of the profit of theCompany for year ended on that date;

(iii) Proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities;

(iv) The annual accounts of the Company have been prepared on a goingconcern basis;

(v) Internal financial controls have been laid down to be followed bythe Company and such internal financial controls are adequate and operating effectively;and

(vi) Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Secretarial Standards

Your Company is in compliance with the provisions of the applicableSecretarial Standards issued by the Institute of Company Secretaries of India in terms ofthe Companies Act 2013.

Prevention of Sexual Harassment Policy and its Reporting

Your Company has framed and implemented a Policy on Sexual Harassmentof Women at Workplace aiming at prevention of harassment of employees which lays down theguidelines for identification reporting and prevention of undesired behaviour. 6 (six)Internal Committees (IC) for different zones were constituted in accordance with theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013with women employees being a majority and an external member. The Policy IC Members'details and the penal consequences of violating the said Act/ Policy are displayed at alloffices/ ISCs and on the intranet of the Company. Regular employee awareness sessions areconducted to generate awareness about the policy reporting mechanism and prevention ofsexual harassment at the workplace. During the year the IC did not receive any complaintspertaining to sexual harassment.

Significant/Material Orders passed by the Regulators

There are no significant and material orders by any regulator courttribunal impacting the going concern status of the Company and its operations in future.

Material changes and commitments if any affecting the FinancialPosition of the Company from the Financial Year end till the date of this Report

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear 2020-21 and the date of this Report.

Acknowledgements

The Directors take this opportunity to thank its investorsshareholders trustee company bankers distributors key partners Investor ServiceCentres and other service providers for their continued support. The Directors would liketo convey their gratitude to Housing Development

Finance Corporation Limited and Standard Life Investments Limitedpromoters of your Company and look forward to their continued support.

The Directors acknowledge the valuable assistance support andguidance given by the Securities and exchange Board of India Association of MutualFunds in India Reserve Bank of India Ministry of Corporate Affairs Registrar ofCompanies Stock exchanges and Depositories.

The Directors wish to place on record their appreciation to employeesat all levels for their dedication and commitment.

The Directors also acknowledge the faith reposed in HDFC Mutual Fund byits investors and look forward to their continued support.

On behalf of the Board of Directors
Deepak S. Parekh
Mumbai Chairman
April 27 2021 (DIN: 00009078)
CIN: L65991MH1999PLC123027
Registered Office:
“HDFC House” 2nd Floor H. T. Parekh Marg
165 - 166 Backbay Reclamation Churchgate
Mumbai 400 020.
Tel.: 022 – 6631 6333 Fax: 022 – 66580203

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