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57

In the opinion of the Board, Mr Shah fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder

for his appointment as an Independent Director of the Company and he is independent of the Management. Copy of the draft

letter for appointment of Mr Shah as an Independent Director setting out the terms and conditions will be available for inspection

without any fee by the Members at the Registered office of the Company during normal business hours on any working day.

Mr Shah does not hold by himself or together with his relatives two percent or more of the total voting power of the Company.

The Board considers that his continued association will be of immense benefit to the Company. Accordingly, the Board

recommends the Resolution in relation to appointment of Mr Shah as an Independent Director, for the approval by the Members.

Except Mr Shah, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are

concerned or interested, financially or otherwise, in the Resolution set out at Item No 09.

This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreements with the Stock

Exchanges.

Item No 10

Mr V S Rangan is an Independent Director of the Company. Mr Rangan is also a Member of the Audit Committee of the Board

of Directors (Board).

Name

Mr V S Rangan

Date of birth

February 13, 1960

Brief résumé

Mr V S Rangan is a Director of the Company since July 19, 2010.

Mr Rangan is an Executive Director of Housing Development Finance Corporation Ltd.

Mr Rangan is an Associate of The Institute of Chartered Accountants of India and The

Institute of Cost and Works Accountants of India.

Directorship in other companies

Public Companies:

Cholamandalam Investment & Finance Company Ltd

HDFC Developers Ltd

HDFC Holdings Ltd

HDFC Investments Ltd

HDFC Property Ventures Ltd

HDFC Trustee Company Ltd

HDFC Venture Capital Ltd

Hindustan Oil Exploration Company Ltd

Housing Development Finance Corporation Ltd

TVS Credit Services Ltd

Private Companies:

Credila Financial Services Pvt Ltd

HDFC Education & Development Services Pvt Ltd

IVF Advisors Pvt Ltd

Ruralshores Business Services Pvt Ltd

Membership in committees of other

companies

Member of Committees:

Cholamandalam Investment & Finance Company Ltd - Audit Committee

Cholamandalam Investment & Finance Company Ltd - Risk Management Committee

HDFC Education & Development Services Pvt Ltd - Allotment Committee

HDFC Education & Development Services Pvt Ltd - Audit Committee

HDFC Holdings Ltd - Audit Committee

HDFC Investments Ltd - Audit Committee

HDFC Trustee Company Ltd - Audit Committee

HDFC Trustee Company Ltd - Customer Service Committee

HDFC Trustee Company Ltd - Risk Management Committee

Hindustan Oil Exploration Company Ltd - Audit Committee

Housing Development Finance Corporation Ltd - Shareholders’ | Investors’ Grievance

Committee

TVS Credit Services Ltd - Audit Committee

Number of shares held in the Company 2,000

Mr Rangan is a Director whose period of office is liable to determination by retirement of Directors by rotation under the erstwhile

applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act,