Annual Return for 2022-23

[Pursuant to sub-Section(1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule 11of the Companies (Management and Administration) Rules, 2014]

Form language

English

Hindi

Refer the instruction kit for filing the form.

1. REGISTRATION AND OTHER DETAILS

   L65920MH 1994PLC080618

   Pre-fill

   1. * Corporate Identification Number (CIN) of the company

      Global Location Number (GLN) of the company

      AAACH2702H

      * Permanent Account Number (PAN) of the company

      HDFC BANK LIMITED

   2. (a) Name of the company

      1. Registered office address

         HDFC BANK HOUSESENAPATI BAPAT MARG LOWER PAREL W

         MUMBAI

         Maharashtra 400013

         santosh.haIdankar@hdfcbank.‹

      2. *e-mail ID of the company

         02239760000

      3. *Telephone number with STD code

         https://www.hdfcbank.com

      4. Website

         30/08/1994

   3. Date of Incorporation

      Type of the Company	Category of the Company	Sub-category of the Company
      Public Company	Company limited by shares	Indian Non-Government company

   5. Whether company is having share capital Yes No

   6. *Whether shares listed on recognized Stock Exchange(s) Yes No

      1. Details of stock exchanges where shares are listed

         S. No.	Stock Exchange Name	Code
         1	National Stock Exchange of India Limited	1,024
         2	BSE Limited	1

         U74140MH1982PLC028446

         Pre-fill

      2. CIN of the Registrar and Transfer Agent Name of the Registrar and Transfer Agent

      DATAMATICS BUSINESS SOLUTIONS LIMITED

      Registered office address of the Registrar and Transfer Agents

      PLOT NO. B - 5, PART B CROSS LANE , MIDC, MAROL, ANDHERI EAST

   7. *Financial year From date

      (DD/MM/YYYY) To date

      (DD/MM/YYYY)

      01/04/2022

      31/03/2023

   8. *Whether Annual general meeting (AGM) held Yes No

      11/08/2023

      1. If yes, date of AGM

         31/08/2023

      2. Due date of AGM

      3. Whether any extension for AGM granted Yes No

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

   1

   *Number of business activities

   S.No	Main Activity group code	Description of Main Activity group	Business Activity Code	Description of Business Activity	% of turnover of the company
   1	K	Financial and insurance Service	K1	Banking activities by Central, Commercial and Saving banks	t 00

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

   2

   Pre-fill All

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

   S.No	Name of the company	CIN / FCRN	Holding/ Subsidiary/Associate/ Joint Venture	% of shares held
   1	HDB FINANCIAL SERVICES LIMI	U65993GJ2007PLC051028	Subsidiary	94.8
   2	HDFC SECURITIES LIMITED	U67120MH2000PLC152193	Subsidiary	95.6

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

   1. *SHARE CAPITAL

      1. Equity share capital

         Particulars	Authorised capital	Issued capital	Subscribed capital	Paid up capital
         Total number of equity shares	6,500,000,000	5,579,742,786	5,579,742,786	5,579,742,786
         Total amount of equity shares (in Rupees)	6,500,000,000	5,579,742,786	5,579,742,786	5,579,742,786

         1

         Number of classes

         Class of Shares Equity Shares	Authorised capital	Issued capital	Subscribed capital	Paid up capital
         Number of equity shares	6,500,000,000	5,579,742,786	5,579,742,786	5,579,742,786
         Nominal value per share (in rupees)	1	1	1	1
         Total amount of equity shares (in rupees)	6,500,000,000	5,579,742,786	5,579,742,786	5,579,742,786

      2. Preference share capital

         Particulars	Authorised capital	Issued capital	Subscribed capital	Paid-up capital
         Total number of preference shares	0	0	0	0
         Total amount of preference shares (in rupees)	0	0	0	0

         0

         Number of classes

         Class of shares	Authorised capital	Issued capital	Subscribed capital	Paid up capital
         Number of preference shares
         Nominal value per share (in rupees)
         Total amount of preference shares (in rupees)

      3. Unclassified share capital

         Particulars	Authorised Capital
         Total amount of unclassified shares

      4. Break-up of paid-up share capital

         Class of shares	Number of shares			Total nominal amount	Total Paid-up amount	Total premium
         Equity shares	Physical	DEMAT	Total

         At the beginning of the year	11,708,391	5,533,832,5	5545540976	5,545,540,9	5,545,540,
         Increase during the year	0	36,369,890	36369890	34,201,810	34,201,810	34,124,129,
         i. Pubic Issues	0	0	0	0	0	0
         ii. Rights issue	0	0	0	0	0	0
         iii. Bonus issue	0	0	0	0	0	0
         iv. Private Placement/ Preferential allotment	0	0	0	0	0	0
         v. ESOPs	0	34,201,810	34201810	34,201,810	34,201,810	34,124,129,
         vi. Sweat equity shares allotted	0	0	0	0	0	0
         vii. Conversion of Preference share	0	0	0	0	0	0
         viii. Conversion of Debentures	0	0	0	0	0	0
         ix. GDRs/ADRs	0	0	0	0	0	0
         x. Others, specify Demat, IEPF Transfer, etc	0	2,168,080	2168080	0	0
         Decrease during the year	2,168,080	0	2168080	0	0	0
         i. Buy-back of shares	0	0	0	0	0	0
         ii. Shares forfeited	0	0	0	0	0	0
         iii. Reduction of share capital	0	0	0	0	0
         iv. Others, specify	2,168,080	0	2168080	0	0
         Demat, IEPF Transfer, etc
         At the end of the year	9,540,311	5,570,202,4	5579742786	5,579,742,7	5,579,742,
         Preference shares
         At the beginning of the year	0	0	0	0	0
         Increase during the year	0	0	0	0	0	0
         i. Issues of shares	0	0	0	0	0	0
         ii. Re-issue of forfeited shares	0	0	0	0	0	0
         iii. Others, specify				0	0
         NA
         Decrease during the year	0	0	0	0	0	0

         i. Redemption of shares	0	0	0	0	0	0
         ii. Shares forfeited	0	0	0	0	0	0
         iii. Reduction of share capital	0	0	0	0	0	0
         iv. Others, specify
         At the end of the year	0	0	0	0	0

         INE040A01034

         ISIN of the equity shares of the company

         0

   2. Details of stock split/consolidation during the year (for each class of shares)

      Class of shares		(i)	(ii)	(iii)
      Before split / Consolidation	Number of shares
      	Face value per share
      After split / Consolidation	Number of shares
      	Face value per share

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

      [Details being provided in a CD/Digital Media]

      Yes No Not Applicable
      
      

      Separate sheet attached for details of transfers

      Yes No
      
      

      Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital Media may be shown.

      Date of the previous annual general meeting

1. 1. *Debentures (Outstanding as at the end of financial year)

      Particulars	Number of units	Nominal value per unit	Total value
      Non-convertible debentures

      Particulars	Number of units	Nominal value per unit	Total value
      Partly convertible debentures
      Fully convertible debentures
      Total

      Details of debentures

      Class of debentures	Outstanding as at the beginning of the year	Increase during the year	Decrease during the year	Outstanding as at the end of the year
      Non-convertible debentures
      Partly convertible debentures
      Fully convertible debentures	0

      0

   2. Securities (other than shares and debentures)

      Type of Securities	Number of Securities	Nominal Value of each Unit	Total Nominal Value	Paid up Value of each Unit	Total Paid up Value
      Total

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

   1,928,003,617,462

   1. Turnover

      2,730,630,390,000

   2. Net worth of the Company

3. (a) *SHARE HOLDING PATTERN - Promoters

   S. No.	Category	Equity		Preference
   		Number of shares	Percentage	Number of shares	Percentage
   1.	Individual/Hindu Undivided Family
   	(i) Indian			0
   	(ii) Non-resident Indian (NRI)	0	0
   	(iii) Foreign national (other than NRI)	0	0
   	Government
   	(i) Central Government

   	(ii) State Government
   	(iii) Government companies
   	Insurance companies
   	Banks
   	Financial institutions			0
   	Foreign institutional investors	0	0
   	Mutual funds
   	Venture capital
   	Body corporate (not mentioned above)
   	Total

   3

   Total number of shareholders (promoters)

   1. *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) Indian			0
      	(ii) Non-resident Indian (NRI)	7,979,464	0.14
      	(iii) Foreign national (other than NRI)	8,171	0
      	Government
      	(i) Central Government
      	(ii) State Government
      	(iii) Government companies
      	Insurance companies
      	Banks
      	Financial institutions			0

      6.	Foreign institutional investors	1,467,266,792	26.3	0
      7.	Mutual funds	840,534,029	15.06	0
      8.	Venture capital	0	0	0
      9.	Body corporate (not mentioned above)	84,395,844	1.51	0
      10.	Others Alternate Investment Fund!	1,1 16,194,745	20	0
      	Total	4,415,116,952	7911	0	0

      2,290,089

      Total number of shareholders (other than promoters)

      2,290,092

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

      1,396

   2. *Details of Foreign institutional investors' (FIIs) holding shares of the company

   Name of the FII	Address	Date of Incorporation	Country of Incorporation	Number of shares held	% of shares held
   EUROPACIFIC GROWT				54,950,465	0.98
   GOVERNMENT OF SINK				48,315,672	0.86
   MORGAN STANLEY IN'				33,975,127	0.6
   FIDELITY INVESTMENT				31,478,088	0.56
   CAPITAL WORLD GRO				25,939,375	0.46
   AMERICAN FUNDS FU				23,807,000	0.42
   DRAGSA INDIA EQUITI				23,447,010	0.42
   NEW WORLD FUND IN				21,730,367	0.38
   FSSA ASIAN EQUITY PI				21,126,395	0.37
   MORGAN STANLEY IN'				20,975,063	0.37
   CAMAS INVESTMENTS				20,237,900	0.36
   AMERICAN BALANCED				19,703,000	0.35
   CUSTODY BANK OF JR				18,721,412	0.33
   GOVERNMENT PENSIC				17,772,584	0.31
   STICHTING DEPOSITAI				16,221,083	0.29

   Name of the FII	Address	Date of Incorporation	Country of Incorporation	Number of shares held	% of shares held
   THE WELLCOME TRUS				16,000,000	0.28
   JP MORGAN FUNDS - I				15,691,560	0.28
   ST. JAMES'S PLACE AS				14,438,292	0.25
   JPMORGAN EMERGING				13,265,766	0.23
   VANGUARD INTERNA1				12,920,217	0.23
   FIDELITY FUNDS - EMI				12,004,057	0.21
   MORGAN STANLEY IN				11,773,046	0.21
   KUWAIT INVESTMENT				11,418,209	0.2
   MFS INTERNATIONAL				11,067,762	0.19
   SCHRODER INTERNAT				11,063,196	0.19

4. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS

   (Details, Promoters, Members (other than promoters), Debenture holders)

   Details	At the beginning of the year	At the end of the year
   Promoters	3	3
   Members (other than promoters)	2,151,627	2,290,089
   Debenture holders	1,729	486

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

   1. *Composition of Board of Directors

      Category	Number of directors at the beginning of the year		Number of directors at the end of the year		Percentage of shares held by directors as at the end of year
      	Executive	Non-executive	Executive	Non-executive	Executive	Non-executive
      A. Promoter	0	1	0	1	0	0.01
      B. Non-Promoter	2	8	2	7	0.06	0
      (i) Non-Independent	2	0	2	0	0.06	0
      (ii) Independent	0	8	0	7	0	0
      C. Nominee Directors representing	0	0	0	0	0	0

      (i) Banks & FIs	0	0	0	0	0	0
      (ii) Investing institutions	0	0	0	0	0	0
      (iii) Government	0	0	0	0	0	0
      (iv) Small share holders	0	0	0	0	0	0
      (v) Others	0	0	0	0	0	0
      Total	2	9	2	8	0.06	0.01

      12

      Number of Directors and Key managerial personnel (who is not director) as on the financial year end date

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

   Name	DIN/PAN	Designation	Number of equity share(s) held	Date of cessation (after closure of financial year : If any)
   Sashidhar Jagdishan	08614396	Managing Director	1,649,343
   Kaizad Bharucha	02490648	Whole-time directo	2,444,295
   Atanu Chakraborty	01469375	Director	0
   Umesh Chandra Sarang	02040436	Director	0
   Sanjiv Sachar	02013812	Director	0	20/07/2023
   Sandeep Parekh	03268043	Director	0
   M. D. Ranganath	07565125	Director	0
   Renu Karnad	00008064	Nominee director	595,320
   Sunita Maheshwari	01641411	Director	0
   Lily vadera	09400410	Director	0
   Srinivasan Vaidyanatha	ALIPS4125K	CFO	96
   Santosh Haldankar	AAYPH1976N	Company Secretar	9,900

   1

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

   Name	DIN/PAN	Designation at the beginning / during the financial year	Date of appointment/ change in designation/ cessation	Nature of change (Appointment/ Change in designation/ Cessation)
   Malay Patel	06876386	Director	30/03/2023	Cessation

6. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS

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

      2

      Number of meetings held

      Type of meeting	Date of meeting	Total Number of Members entitled to attend meeting	Attendance
      			Number of members attended	% of total shareholding
      Annual General Meeting	16/07/2022	2,651,642	308	15.7
      NCLT Convened Meeting	25/11/2022	2,393,804	146	0.01

   2. BOARD MEETINGS

      15

      *Number of meetings held

      S. No.	Date of meeting	Total Number of directors associated as on the date of meeting	Attendance
      			Number of directors attended	% of attendance
      1	04/04/2022	11	10	90.91
      2	16/04/2022	11	11	100
      3	23/04/2022	11	11	100
      4	10/06/2022	11	10	90.91
      5	27/06/2022	11	10	90.91
      6	16/07/2022	11	11	100
      7	26/08/2022	11	11	100
      8	16/09/2022	11	11	100
      9	15/10/2022	11	11	100
      10	24/11/2022	11	11	100
      11	14/01/2023	11	11	100
      12	10/02/2023	11	11	100

   3. COMMITTEE MEETINGS

      42

      Number of meetings held

      S. No.	Type of meeting	Date of meeting	Total Number of Members as on the date of the meeting	Attendance
      				Number of members attended	% of attendance
      1	Audit Committ	04/04/2022	3	3	100
      2	Audit Committ	13/04/2022	3	3	100
      3	Audit Committ	10/06/2022	3	3	100
      4	Audit Committ	24/06/2022	3	3	100
      5	Audit Committ	14/07/2022	3	3	100
      6	Audit Committ	25/08/2022	3	3	100
      7	Audit Committ	15/09/2022	3	3	100
      8	Audit Committ	12/10/2022	3	3	100
      9	Audit Committ	22/11/2022	3	3	100
      10	Audit Committ	07/01/2023	3	3	100

   4. *ATTENDANCE OF DIRECTORS

   S. No.	Name of the director	Board Meetings			Committee Meetings			Whether attended AGM held on
   		Number of Meetings which director was entitled to attend	Number of Meetings attended	% of attendance	Number of Meetings which director was entitled to attend	Number of Meetings attended	% of attendance
   								11/08/2023
   								(Y/N/NA)
   1	Sashidhar Jag	15	15	100	8	7	87.5	Yes
   2	Kaizad Bharuc	15	15	100	8	8	100	Yes
   3	Atanu Chakra	15	15	100	20	20	100	Yes
   4	Umesh Chand	15	15	100	30	30	100	Yes
   5	Sanjiv Sachar	15	15	100	38	38	100	Not Applicable
   6	Sandeep Pare	15	15	100	24	24	100	Yes
   7	M. D. Rangan	15	15	100	34	32	94.12	Yes
   8	Renu Karnad	15	14	93.33	16	15	93.75	Yes
   9	Sunita Mahes	15	13	86.67	4	4	100	Yes
   10	Lily vadera	15	15	100	11	11	100	Yes

7. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

   Nil

   2

   Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered

   S. No.	Name	Designation	Gross Salary	Commission	Stock Option/ Sweat equity	Others	Total Amount
   1	Sashidhar Jagdisha	Managing Direct	101,932,029	0	239,132,616	3,542,928	344,607,573
   2	Kaizad Bharucha	Executive Direct	96,892,440	0	15,926,150	3,447,900	116,266,490
   	Total		198,824,469	0	255,058,766	6,990,828	460,874,063

   2

   Number of CEO, CFO and Company secretary whose remuneration details to be entered

   S. No.	Name	Designation	Gross Salary	Commission	Stock Option/ Sweat equity	Others	Total Amount
   1	Santosh Haldankar	Company Secre	7,897,562	0	10,948,400	354,406	19,200,368
   2	Srinivasan Vaidyan	Chief Financial	31,530,206	0	241,354,810	1,103,298	273,988,314
   	Total		39,427,768	0	252,303,210	1,457,704	293,188,682

   9

   Number of other directors whose remuneration details to be entered

   S. No.	Name	Designation	Gross Salary	Commission	Stock Option/ Sweat equity	Others	Total Amount
   1	Atanu Chakraborty	Independent Dir	0	0	0	8,400,000	8,400,000
   2	Malay Patel	Independent Dir	0	0	0	6,900,000	6,900,000
   3	Umesh Chandra Sa	Independent Dir	0	0	0	7,200,000	7,200,000
   4	Sanjiv Sachar	Independent Dir	0	0	0	7,600,000	7,600,000
   5	Sandeep Parekh	Independent Dir	0	0	0	9,000,000	9,000,000
   6	M. D. Ranganath	Independent Dir	0	0	0	7,900,000	7,900,000
   7	Sunita Maheshwari	Independent Dir	0	0	0	4,800,000	4,800,000
   8	Lily Vadera	Independent Dir	0	0	0	4,900,000	4,900,000
   9	Renu Karnad	Non-Executive D	0	0	0	7,200,000	7,200,000
   	Total		0	0	0	63,900,000	63,900,000

8. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

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

   
   
   

   Yes No

   B. If No, give reasons/observations

9. PENALTY AND PUNISHMENT - DETAILS THEREOF

   1. DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS

      Nil
      
      

      Name of the company/ directors/ officers	Name of the court/ concerned Authority	Date of Order	Name of the Act and section under which penalised / punished	Details of penalty/ punishment	Details of appeal (if any) including present status

   2. DETAILS OF COMPOUNDING OF OFFENCES

      Nil
      
      

   Name of the company/ directors/ officers	Name of the court/ concerned Authority	Date of Order	Name of the Act and section under which offence committed	Particulars of offence	Amount of compounding (in Rupees)

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

    Yes No
    
    

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

11. 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 or more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.

Avinash Bagul

Name

Whether associate or fellow Certificate of practice number

19862

I/We certify that:

1. The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.

2. Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions of the Act during the financial year.

Declaration

I am Authorised by the Board of Directors of the company vide resolution no. ..

dated

(DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further 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 attachments have been completely and legibly attached to this form.

Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively.

To be digitally signed by

Director

08614396

DIN of the director

To be digitally signed by

Company secretary in practice

Attach Attach Attach

Attach

Membership number

Certificate of practice number

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

List of attachments

Submit

Prescrutiny

Check Form

Modify

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

g