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HDFC Asset Management Company LimitedPursuant to the provisions of Section 161 of the CompaniesAct, 2013 (the Act) and Articles of Association of theCompany, Mr. Rushad Abadan shall hold off ice as anAdditional Director up to the date of the ensuing AnnualGeneral Meeting (AGM) and is eligible for appointment asDirector. The resolution for aforesaid appointment alongwith the brief profile of Mr. Rushad Abadan form part of theNotice convening the AGM of your Company. Your Directorsrecommend his appointment as Non-Executive Director ofyour Company.In accordance with the provisions of Section 152 of the Actread with the Companies (Appointment and Qualificationof Directors) Rules, 2014 and the Articles of Association ofthe Company, Mr. Keki Mistry (DIN: 00008886) and Ms. RenuKarnad (DIN: 00008064), Directors, are liable to retire byrotation at the ensuing AGM and being eligible have offeredthemselves for re-appointment.Necessary proposals for their re-appointment have beenplaced for your approval at the ensuing AGM. The brief profilehas been detailed in the Notice convening the AGM of yourCompany. Your Directors recommend their re-appointmentas Non-Executive Directors of your Company.Executive DirectorDuring the year, the members at their 21 st AGM of theCompany had re-appointed Mr. Milind Barve (DIN: 00087839)as the Managing Director of your Company for a periodeffective from November 01, 2020 up to January 31,2021. Further, in order to ensure a smooth transition ofthe business activities and handover from Mr. Barve to hissuccessor, Mr. Navneet Munot, the Board of Directors of theCompany at its meeting held on January 20, 2021, based onthe recommendation of the Nomination & RemunerationCommittee, extended the term of Mr. Milind Barve as theManaging Director of your Company for a further periodeffective from February 1, 2021 up to February 15, 2021,subject to approval of the shareholders.Necessary proposal for Mr. Barve’s re-appointmentincluding payment of remuneration has been placed for yourapproval at the ensuing AGM. Your Directors recommend hisre‑appointment as Managing Director of your Company forthe aforesaid period.Members may note that during the year, Mr. Milind Barve’sterm as the Managing Director came to an end on February 15,2021 and he ceased to be a Director of the Company.Mr. Milind Barve has served the Company as the ManagingDirector since inception effective July 04, 2000. Mr. Barvehas been the longest-serving Managing Director in the Indianmutual fund industry. He has successfully led the acquisitionof Zurich, listing of shares of the Company and driven thegrowth in the AUM to make HDFC AMC as one of the largestAsset Management Companies of the country.The Board places on record its sincere appreciation forthe valuable contribution made by Mr. Barve in buildingand growing the Company to what it is today. Mr. Barve‘sstewardship of the Company has been characterised bystrategic thinking, innovative ideas and his tireless effortsto increase the creditability and visibility of HDFC MutualFund. The Board thanks Mr. Barve for his dedication andcontribution to the Company.The Board of Directors of the Company at its meeting heldon January 20, 2021, based on the recommendation of theNomination & Remuneration Committee, approved theappointment of Mr. Navneet Munot (DIN: 05247228) as anAdditional Director/Managing Director & Chief ExecutiveOfficer (CEO) of the Company for a period effective fromFebruary 16, 2021 up to June 30, 2024, subject to the approvalof the shareholders at ensuing AGM of the Company.Necessary proposal for appointment of Mr. Navneet Munotincluding payment of remuneration has been placed for yourapproval at the ensuing AGM. Your Directors recommend hisappointment as Managing Director & CEO of your Company.Independent DirectorsDuring the year, the members at their 21 st AGM ofthe Company had appointed Mr. Shashi Kant Sharma(DIN: 03281847) as an Independent Director of theCompany for a term of 5 consecutive years effective fromOctober 26, 2019.Mr. Dhruv Kaji, Mr. Jairaj Purandare, Mr. Sanjay Bhandarkar,Mr. Parag Shah, Ms. Roshni Nadar Malhotra and Mr. Shashi KantSharma, Independent Directors, have submitted declarationsstating that they meet the criteria of independence as perthe provisions of the Companies Act, 2013 and SEBI ListingRegulations.All the Independent Directors have also confirmed thatin terms of Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules, 2014, they have registeredthemselves with the Independent Director’s database asprescribed under the Act.In the opinion of the Board, the Independent Directors fulfillthe conditions specified under the Companies Act, 2013, theRules made thereunder and SEBI Listing Regulations and areindependent of the management.All the directors of the Company have confirmed that they arenot disqualified for being appointed as directors pursuant toSection 164 of the Companies Act, 2013.Key Managerial PersonnelIn accordance with the provisions of Sections 2(51) and203 of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, Mr. Navneet Munot, Managing Director & CEO,321

Twenty Second Annual Report 2020-21Mr. Piyush Surana, Chief Financial Officer and Ms. SylviaFurtado, Company Secretary are the Key Managerial Personnel(KMP) of the Company.During the year, Mr. Milind Barve, Managing Director, ceasedto be KMP of the Company w.e.f. February 15, 2021 uponthe end of tenure as Managing Director of the Companyand Mr. Navneet Munot, Managing Director & CEO, hasbeen appointed as one of the KMP of the Company w.e.f.February 16, 2021.Number of Meetings of the BoardDuring the FY 20-21, 7 (seven) meetings of the Board ofDirectors of your Company were held and the details ofBoard and Committee meetings held are provided in theReport of the Directors on Corporate Governance, whichforms part of this report.Annual Evaluationissued stock option, during the year equal to or exceeding1% of the issued capital of the Company at the time of grant.Your Company has also granted stock options to theemployees in the past under the various employee stockoption schemes viz. Employee Stock Option Scheme(s) 2015– Series I and 2017 – Series I & II (“Schemes”) formulatedfrom time to time for the purpose of administering theissue of stock options to the eligible Employees of yourCompany. There has been no material variation in the termsof the options granted under any of these Schemes and allthe Schemes are in compliance with the ESOP Regulations.However, the above Schemes, formulated prior to IPO byyour Company, were aligned with the ESOP Regulations.Your Company will not make any fresh grant of stock optionsunder these aforesaid Schemes.Disclosures as required under the ESOP Regulationshave been placed on the website of the Company atwww.hdfcfund.comFormal annual evaluation of the performance of the Board,its committees and of individual directors are conducted bythe Board and details of the same are provided in the Reportof the Directors on Corporate Governance, which forms partof this report.Further, the certificate required under Regulation 13 ofthe ESOP Regulations from the Statutory Auditors of theCompany that all the employee stock option schemes havebeen implemented in accordance with the ESOP Regulationswill be available at the ensuing AGM for inspection.Nomination & Remuneration PolicyAuditors and Auditor’s ReportIn terms of the requirements under the Companies Act,2013 and SEBI Listing Regulations, your Company hasin place a Nomination & Remuneration Policy, inter-alia,detailing the director’s appointment, remuneration, criteriafor determining qualifications, attributes, independenceof a director and other matters. The remuneration paidto the Directors, Key Managerial Personnel and SeniorManagement is as per the Nomination & RemunerationPolicy of your Company. The Nomination & RemunerationPolicy is placed on the Company’s website at -policiesStatutory AuditorsIssue of Employee Stock OptionsIn line with the practice of incentivising the employeesthrough issue of stock options, your Company, pursuantto approval granted by the Shareholders of the Companyat the Annual General Meeting held on July 23, 2020, hasformulated Employees Stock Option Scheme – 2020(ESOS – 2020) in terms of SEBI (Share Based EmployeesBenef it s) Regulations, 2014 (“ESOP Regulations”).Accordingly, the Nomination & Remuneration Committee(NRC) of Board of Directors at its meeting held on February22, 2021 has approved the said ESOS – 2020 and alsogrant of 11,45,000 stock options representing 11,45,000equity shares of 5/- each to the eligible employees of theCompany as determined by the NRC, under ESOS – 2020at grant price of 2,934.25 per option. No employee was322In terms of Section 139 of the Companies Act, 2013 readwith the Companies (Audit and Auditors) Rules, 2014,M/s. B S R & Co. LLP, Chartered Accountants (ICAI FRN:101248W/W-100022) were appointed as the StatutoryAuditors of your Company for a period of 5 continuous yearsi.e. from the conclusion of 18 th AGM till the conclusion of23rd AGM, subject to ratification by the members at everyAGM of the Company.In accordance with the Companies Amendment Act, 2017notified on May 7, 2018 by the Ministry of Corporate Affairs,appointment of the statutory auditors is not required to beratified at every AGM. Accordingly, no proposal for ratificationof appointment of M/s. B S R & Co. LLP as Statutory Auditorsof the Company will be placed at the ensuing AGM.Secretarial AuditorPursuant to the provisions of Section 204 of the CompaniesAct, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, yourCompany had appointed M/s. Bhandari & Associates,Company Secretaries to conduct the Secretarial Audit ofyour Company for the FY 20-21. The Secretarial Audit Reportis annexed herewith as Annexure II to this report.

HDFC Asset Management Company LimitedThere were no qualif ications, reservation or adversecomments or disclaimer made by the aforesaid Auditors intheir audit reports.The said Auditors of the Company have not reported anyfraud as specified under Section 143(12) of the CompaniesAct, 2013.Internal AuditorsM/s. Deloitte Touche Tohmatsu India LLP, were appointedas Internal Auditors of your Company for the financial year2020-21.Risk Management PolicyThe Risk Management Policy of your Company, reviewed bythe Audit Committee and approved by the Board, providesfor the Enterprise Risk Management (ERM) framework toidentify, assess, monitor and mitigate various businessrisks. This framework incorporates the checks, process andprocedures to identify potential risks in the operational areasof the business and minimise their impact on your Company.The framework is designed to identify risks, assess theirlikely impact, ensure the review of mitigation measures andrequires reporting on a regular basis. The Audit Committeeof the Board of Directors at its meetings periodically reviewsthe functioning of the ERM.The primary business of your Company is to act as aninvestment manager to HDFC Mutual Fund which requiresspecialised expertise in investment management. Since thisis a very crucial aspect which has an extremely significantbearing on the performance of your Company, a RiskManagement Committee is in place to oversee the risksassociated with this function. This Committee also reviewsthe progress of risk management practices pertaining toHDFC Mutual Fund.With rapid technological and digital advancement insecurities markets cyber risks are inevitable, hence havingstrong Cyber Risk Management is essential. The Companyhas a strong Cyber Risk Management framework whereincyber risk and it’s mitigations are monitored at theInformation Technology and Security Committee and RiskManagement Committee of the Company. Key areas coveredunder the Cyber Risk Management are strong adherence tothe Board approved Information and Cyber Security Policies,compliance with SEBI guidelines and ISO 27001 standardsto ensure that we are in line with industry best practices.The Company maintains a robust cyber security architectureand has in place a cyber resilience framework to protect theintegrity of data and guard against breaches of privacy.Adequacy of Internal ControlsYour Company has internal control systems which arecommensurate with the size and complexity of its operations.The internal control systems comprise of standardisedpolicies and procedures covering all functional areas aimed atensuring sound management of operations, reliable financialreporting, safeguarding of assets and prevention anddetection of frauds and errors. The Audit Committee of theBoard of Directors, at regular intervals and in co-ordinationwith Internal and Statutory Auditors, reviews the adequacyof Internal Controls within your Company.Further, the internal financial controls related to financialstatements are found to be adequate and operatingeffectively and that no material weakness has been noticedduring the year under review.Corporate Social ResponsibilityIn terms of Section 135 of the Companies Act, 2013, yourCompany has formed a Corporate Social Responsibility(CSR) Committee to approve activities, expenditure to beincurred and monitor the performance of the CSR activitiesundertaken by the Company.The CSR Committee comprises Mr. Deepak Parekh(Chairman), Mr. Parag Shah and Mr. Navneet Munot. TheCompany Secretary acts as the secretary to the Committee.The Company undertakes its CSR activities through a varietyof effective programs. The major thrust of the CSR activitiesof the Company is in the area of promoting preventive healthcare through its contribution towards Indian Cancer CureFund Project. This project aims to provide financial aid fortreatment to underprivileged and low income patientsdiagnosed with any curable/ early detected cancers throughthe empanelled hospitals. Given the current COVID-19situation, your Company had also contributed to the PrimeMinister’s Citizen Assistance and Relief in EmergencySituations Fund (PM Cares Fund) to provide relief to thoseaffected by any kind of emergency or distress situation suchas that posed by COVID 19 pandemic. The Company hasalso undertaken other CSR activities under promotion ofeducation.The Board of Directors and the CSR Committee reviewand monitor from time to time all the CSR activities beingundertaken by the Company.The annual report on CSR activities in accordance with theCompanies (Corporate Social Responsibility Policy) Rules,2014 (as amended from time to time), is set out at Annexure IIIto this report.The amount remaining unspent under Section 135(5) ofthe Companies Act, 2013, pursuant to ongoing projectsundertaken by your Company, has been transferred toUnspent Corporate Social Responsibility Account inaccordance with Section 135(6) of the Companies Act,2013, and such amount shall be spent by your Company inpursuance of its obligation within the approved timelines.323

Twenty Second Annual Report 2020-21The Composition of the CSR Committee, CSR Policy as wellas the CSR activities undertaken by the Company is availableon the Company’s website at ticulars of Contracts or Arrangements withRelated PartiesDuring the year, your Company has entered into transactionswith related parties as defined under Section 2(76) of theCompanies Act, 2013 read with Companies (Specification ofDefinitions Details) Rules, 2014 and applicable AccountingStandards, which were in the ordinary course of businessand on arms’ length basis and in accordance with the policyon Related Party Transactions of the Company.The Related Party Transactions Policy of the Companyprovides for proper approval processes and reportingrequirements of the concerned transactions between theCompany and related parties.The policy on Related Party Transactions is placed on theCompany’s website at -policiesDuring the year, there was no material transaction with anyrelated parties as per the Related Party Transactions Policyof the Company and/or any other related party transactionentered into by the Company that require disclosure in FormAOC-2, hence, disclosure in Form AOC-2 is not applicable tothe Company.The disclosures pertaining to related party transactionsas per the applicable Accounting Standards form partof the notes to the financial statements provided in thisAnnual Report.Annual ReturnPursuant to Section 92(3) read with Section 134(3)(a) of theCompanies Act, 2013, the Annual Return as on the financialyear ended March 31, 2021 is placed on the Company’swebsite at -reportsVigil Mechanism/Whistle Blower PolicyWhistle Blower Policy is in place and details of the sameare provided in the Report of the Directors on CorporateGovernance, which forms part of this report.Particulars Regarding Conservation of Energy,Technology Absorption and Foreign ExchangeEarnings and OutgoThe information pertaining to the conservation of energy andtechnology absorption in terms of Section 134(3)(m) of theCompanies Act, 2013 read with the Companies (Accounts)Rules, 2014 is stated as below:(a) Conservation of energy and technology absorption Your Company is in financial services industry anddoes not consume high levels of energy. However,regular efforts are made to adopt appropriateenergy conser vation measures and technologyabsorption methods. With Work from Home on accountof COVID-19, the Company has reduced considerableconsumption of energy.(b) Foreign Exchange, earnings and expenditure duringthe yearParticulars of Loans, Guarantees and Investments Foreign exchange (earnings): 10.34 Crore (previousyear: 33.77 Crore)Details of loans, guarantees and investments, if any, coveredunder the provisions of Section 186 of the Companies Act,2013 are provided in the notes to financial statements. Foreign exchange (expenditure): 15.35 Crore(previous year: 18.55 Crore)DepositsDuring the year, your Company has not accepted any depositswithin the meaning of Sections 73 and 74 of the CompaniesAct, 2013 read together with the Companies (Acceptance ofDeposits) Rules, 2014.Unclaimed Dividend on SharesAs at March 31, 2021, dividend amounting to 44.56 Lakh hadnot been claimed by shareholders of the Company and is lyingin the respective Unpaid Dividend Accounts.Your Company has disclosed the statement containing thenames, last known addresses and the unpaid dividend tobe paid to each shareholder on the Company’s website atwww.hdfcfund.com324Particulars of EmployeesAs on March 31, 2021, your Company has 1,254 employeesand for t h e p revious year, you r Com pany had1,194 employees.In accordance with the provisions of Rule 5(2) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the names and particulars of the topten employees in terms of remuneration drawn are set outin the annexure to this report. In terms of the provisions ofSection 136(1) of the Companies Act, 2013, the Directors’Report is being sent to all shareholders of the Companyexcluding the annexure. Any shareholder interested inobtaining a copy of the annexure may write to the Company.

HDFC Asset Management Company LimitedFurther, disclosures on managerial remuneration as requiredunder Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 are appended as Annexure IV.Other Disclosures There was no change in the nature of the business ofthe Company. There was no revision in the financial statements ofthe Company. Disclosure pertaining to maintenance of cost records asspecified by the Central Government under sub-section (1)of Section 148 of the Companies

Securities and Exchange Board 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 Business Responsibility Report Management Discussion and Analysis, Corporate