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DIRECTOR'S REPORT

IndusInd Bank Ltd.

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Market Cap. (₹) 98368.62 Cr. P/BV 3.72 Book Value (₹) 381.58
52 Week High/Low (₹) 1834/1267 FV/ML 10/1 P/E(X) 29.80
Bookclosure 16/08/2019 EPS (₹) 47.63 Div Yield (%) 0.53
Year End :2019-03 

The Board of Directors of the Bank have pleasure in presenting the Twenty-fifth Annual Report covering business and operations of the Bank, together with the Audited Financial Statements for the year ended March 31, 2019.

The financial performance for the year ended March 31, 2019 is summarized as under:

(Rs. in crores)

Particulars

As on March 31, 2019

As on March 31, 2018

Deposits

194,867.91

151,639.17

Advances

186,393.50

144,953.66

Operating Profit (before Depreciation and Provisions and Contingencies)

8,317.07

6,867.75

Net Profit

3,301.10

3,605.99

Despite the deceleration in growth rate in the Indian economy and a challenging macroeconomic environment, the Bank improved its business, with Deposits growing by 28.51% and Advances by 28.59% over the previous year.

The Bank continued to focus on increasing earnings from its core banking business, strengthening the fee income streams, and maintaining control on operating costs.

Operating Profit (before Depreciation and Provisions and Contingencies) rose by 21.10% to Rs. 8,317.07 crores, as compared to Rs. 6,867.75 crores in the previous year.

However, the Net Profit for the year under review was adversely impacted when a large exposure to a group in the infrastructure sector turned non-performing towards end of the year; in an unprecedented move, the Govt. of India replaced the entire Board of Directors and the reconstituted Board initiated a resolution plan, and in the interim, the National Company Law Tribunal ordered a moratorium on all recovery actions.

When adjusted for the one off impact related to infrastructure sector, Operating Profit (before Depreciation and Provisions and Contingencies) would have been placed at Rs. 8,470.07 crores showing growth of 23.33% y-o-y.

The Net Profit of the Bank for the year under review, after considering all expenses and necessary Provisions and Contingencies, amounted to Rs. 3,301.10 crores, as against Rs. 3,605.99 crores in the previous year. If adjusted for the impact of the one off group account in the infrastructure sector which became NPA, the Net Profit would be placed at Rs. 4,475.10 crores showing growth of 24.10% y-o-y.

Appropriations

The Directors recommend appropriation of Profit as under:

(Rs. in crores)

Operating Profit before Depreciation and Provisions and Contingencies

8,317.07

Less: Depreciation on Fixed Assets

228.85

Less: Provisions and Contingencies inclusive of Income Tax

4,787.12

Net Profit

3,301.10

Profit Brought Forward

9,311.49

Amount available for Appropriation

12,612.59

Transfer to Statutory Reserve

825.27

Transfer to Capital Reserve

39.53

Transfer to Investment Fluctuation Reserve Account

115.12

Dividend (including Tax on Dividend)

(24th Annual General Meeting of members held on July 26, 2018 approved the payment of Dividend for the year 2017-18 for the Equity Shares outstanding as on that date.)

542.94

Deduction during the year

(17.21)

Total Appropriations

1,505.65

Balance carried over to Balance Sheet

11,106.94

Dividend

The Earning Per Share (EPS) of the Bank amounted to Rs. 54.90 during the year 2018-19.

The Board of Directors recommend Dividend of Rs. 7.50 per Equity Share of Rs. 10 each (at 75%) for the year ended March 31, 2019 (Dividend for the year 2017-18 was Rs. 7.50 per Equity Share of Rs. 10 each).

Considering the Equity Shares outstanding as at March 31, 2019, the total amount of dividend payable including Taxes to be borne by the Bank amounts to Rs. 544.93 crores. An amount of Rs. 92.91 crores would be paid as Dividend Distribution Tax by the Bank on the Dividend.

Consequent upon the amalgamation of Bharat Financial Inclusion Ltd. with the Bank, Shareholders of Bharat Financial Inclusion Ltd. whose names appear in the Register of Members of the Bank as on the Record Date (July 4, 2019) shall also be entitled to the Dividend.

In accordance with the revised AS 4, viz., ‘Contingencies and events occurring after the Balance Sheet Date’, this amount is not accounted as a liability as at March 31, 2019. The members may kindly note that the Bank proposes Record Date of August 9, 2019 for the purposes of Dividend, and all the shareholders as at the Record Date would be entitled to Dividend for the year 2018-19. The Dividend Pay-out is in accordance with the Bank’s Dividend Distribution Policy.

Financial Performance and state of the Affairs of the Bank

The year under review was the second year of the new Triennial Planning Cycle of the Bank, (Planning Cycle 4, for Financial Years 2017-20) with the theme of “Digitize to Differentiate, Diversify and Create Domain Leadership” with a strategy to gain ‘Market Share with Profitability (4D)’

Backed by improved volumes, the Total Income of the Bank for the year under review grew by 26.68% to Rs. 27,907.87 crores from Rs. 22,030.85 crores.

The healthy rise in profitability was the result of growth in Net Interest Income as well as Non-Interest Income. Net Interest Income improved by 17.99% to Rs. 8,846.18 crores from Rs. 7,497.45 crores while Non-Interest Income rose to Rs. 5,646.72 crores from Rs. 4,750.10 crores, registering growth of 18.88%.

Core Fee Income such as commission, exchange, loan processing and account management fees, fees on Investment Banking and distribution of third-party products, and earnings from foreign exchange business grew by 21.33% to Rs. 5,067.57 crores from Rs. 4,176.75 crores earned during the previous year.

Yield on Advances increased to 11.26% during the year, as against 11.21% in the previous year, while the Cost of Deposits rose to 6.58% from 5.98% in the previous year. The Net Interest Margin was 3.80% in FY 2018-19.

The Bank expanded its branch network steadily to reach 1,665 branches (including 65 banking outlets), as against 1,400 branches at the beginning of the year. Revenue per employee during the year improved to Rs. 52 lakhs.

On account of a large exposure to the group in the infrastructure sector turning into NPA, the Net Non-Performing Assets ratio of the Bank stood at 1.21% as of March 31 2019 and the Provisioning Coverage Ratio (PCR) stood at 43.04% as compared to 56.26% in the previous year.

The year under review witnessed a number of significant events, some of which are listed below::

- The Bank is on its silver jubilee year and the celebration journey ‘#Just 25’ is launched.

- Mixed Business (Deposits plus Advances) crossed Rs. 3.81 trillion mark.

- The Bank established its first Euro Medium Term Notes Programme with a size of USD 1 billion on March 27, 2019; MTNs issued by the Bank subsequently on April 15, 2019 are listed in Singapore Exchange Securities Trading Limited and India International Exchange (IFSC) Limited (India INX which is India’s first international exchange in IFSC GIFT City); on March 28, 2019, Moody assigned first-time Baa3 issuer rating to the Bank with a stable outlook.

- On March 28, 2019, Bank issued a third tranche of Basel III compliant Additional Tier 1 Bonds (AT1) for Rs. 1,489.90 crores; CRISIL assigned AA / Stable and India Ratings Research assigned IND AA / Stable ratings.

- USD 100 million additional borrowing from OPIC with 8 year tenor; USD 75 million from JP Morgan with 1.5 year tenor; rollover of existing USD 300 million from SBI NY were some of the marquee FCY loans drawn down during the year. In addition, a syndicated facility of USD 320 million (limit of USD 500 million) was arranged with drawdown in early April 2019.

- RBI Supervisory Programme for Assessment of Risk and Capital completed during the year, pertaining to the year ended March 31, 2018, did not warrant any disclosure relating to divergence in identification of NPAs or provisions for the same.

- CFD ranks No. 1 player in AL vehicles, No. 1 financier for JCBs and Small Commercial Vehicles.

- In respect of a large group in the infrastructure sector, the Bank had an exposure to the holding company, which is a Core Investment Company, amounting to Rs. 2,000 crores and an amount of Rs. 1,004 crores to a few operating companies and SPVs. Further to defaults in loan servicing, in an unprecedented move, the Govt. of India replaced the entire Board of Directors, and the reconstituted Board initiated a Resolution Plan given the large size of the overall exposure to the market and the number of operating companies and SPVs belonging to the Group. On October 12, 2018, the National Company Law Tribunal (NCLT) placed the entire recovery proceedings under a moratorium and National Company Law Appellate Tribunal (NCLAT) restrained banks from declaring the exposure as NPA. The Bank made contingency provisions towards the exposure, during the year. In March 2019, when NCLAT withdrew its earlier order of restraint, the entire exposure became NPA. This one-off event caused a significant impact for the quarter as well as year. As at March 31, 2019, the Bank classified the exposure to the group as ‘Non-performing-sub-standard’ and made an accelerated provision, taking the provision against holding company exposure to 70% and operating companies / SPVs to 25%.

- Composite Scheme of Arrangement involving merger of BFIL was heard on April 23, 2019, and was reserved for order. Since the NCLT sanction for the Scheme was not available by then, on May 22, 2019 the Board adopted the Standalone and Consolidated Financial Statements of the Bank for the year ended March 31, 2019, without giving effect to the Scheme.

- On June 10, 2019, the NCLT passed a final Order sanctioning the Scheme and the Bank is in the process of giving effect to the Order. Since the Appointed Date for the Scheme is January 1, 2018, had the Scheme been sanctioned by the NCLT before the financial statements for FY 2018-19 were approved by the Board, the financial statements of the Bank would have incorporated the impact of BFIL’s financials as of the Appointed Date and transactions from the said Appointed Date of January 1, 2018.

Performance of Subsidiary and Associate Company

The Bank has incorporated a wholly-owned subsidiary named ‘IndusInd Financial Inclusion Limited’ during the financial year ended March 31, 2019. This subsidiary was incorporated so that the Business Correspondent Undertaking, post-merger of BFIL, would be transferred to the subsidiary, as a part of the Scheme. Since the Scheme was not effective, the aforesaid subsidiary company did not commence its operations as on March 31, 2019.

IndusInd Marketing and Financial Services Private Limited (IMFS) is an Associate Company of the Bank, and is engaged in the business of providing manpower services. During FY 2018-19, IMFS earned Revenue of Rs. 285.43 crores as against Revenue of Rs. 243.09 crores in the previous year. IMFS earned a Profit of Rs. 0.90 crores in FY 2018-19.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Bank has drawn up a Consolidated Financial Statement including the Financial Statement of its Subsidiary Company and Associate Company, which also forms a part of this Annual Report.

In accordance, with the third proviso to Section 136(1) of the Companies Act, 2013, the Annual Accounts of the Bank, containing therein its Standalone Financial Statements and the Consolidated Financial Statements and all other documents required to be attached thereto have also been hosted on the website of the Bank at: www.indusind.com

Further, in accordance with the fourth proviso to Section 136(1) of the Companies Act, 2013, the Audited Annual Accounts of IndusInd Financial Inclusion Ltd., wholly-owned subsidiary of the Bank, have been hosted on the website of the Bank at: https://www.indusind.com/content/home/investor/reports-and-presentation/annual-reports.html

Any Shareholder interested in obtaining a physical copy of the Financial Statements may write to the Company Secretary. The said financials would also be made available for inspection by shareholders of the Bank and Debenture Trustees at the Registered Office of the Bank during business hours from 11:00 a.m. to 1:00 p.m. on all working days, except Saturdays, Sundays, Bank holidays and National holidays

Statement containing the salient features of the financial position of the Subsidiary and Associate Company in Form AOC-1 is enclosed as ‘Annexure’ to the Financial Statements.

The Bank does not have any material subsidiary / joint venture company.

Share Capital

The Paid-up Equity Capital of the Bank as at March 31, 2019 consisted of 60,26,86,868 Equity Shares of Rs. 10/- each.

During the year under review, the Bank allotted 24,63,681 Equity Shares of Rs. 10/- each pursuant to Exercise of Options under its Employees Stock Option Scheme, 2007.

The Bank has not issued any Equity Shares with Differential Voting Rights.

Debentures

On March 28, 2019, the Bank allotted, on private placement basis, 14,899 rated, listed, non-convertible, perpetual, subordinated and unsecured Basel III compliant Additional Tier 1 Bonds in the nature of debentures of Face Value of Rs. 10,00,000 (Rupees Ten Lakhs each) for cash at par amounting to Rs. 1,489.90 crores.

Compliance with SEBI Circular No.: SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018 on Fund-raising by issuance of Debt Securities by Large entities is not applicable to the Bank, being a Scheduled Commercial Bank.

In compliance with Regulation 53 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the names of the Debenture Trustees with their contact details are given below:

Trustee I:

Name of Debenture Trustees : Catalyst Trusteeship Limited (formerly GDA Trusteeship Ltd.)

Address : GDA House, S. No. 94/95, Plot No. 85, Bhusari Colony

(Right), Paud Road, Pune - 411038, Maharashtra, India.

Website : www.catalysttrustee.com

E-mail : dt@ctltrustee.com

Trustee II:

Name of Debenture Trustees : Beacon Trusteeship Limited

Address : 4C&D, Siddivinayak Chambers, Gandhi Nagar, Opp. MIG Club,

Bandra (East), Mumbai - 400 051

Website : www.beacontrustee.co.in

E-mail : info@beacontrustee.co.in

Tier 2 Capital

The Bank did not issue any Tier 2 Capital instruments during the year. As on March 31, 2019, the value of outstanding Tier 2 Capital instruments is Nil.

Deposits

The Bank is a banking company governed by the Banking Regulation Act, 1949, and as such, the provisions in the Companies Act, 2013 relating to acceptance of Public Deposits are not applicable.

Capital Adequacy

The Bank continues to be adequately capitalized. The Capital Adequacy Ratio of the Bank, calculated under the Basel III Capital Regulations mandated by RBI, is set out below:

Particulars

March 31, 2019

March 31, 2018

i) Capital Adequacy Ratio (CRAR)

14.16%

15.03%

ii) CRAR- Common Equity Tier 1 Capital

12.07%

13.42%

iii) CRAR- Tier 1 Capital

13.70%

14.58%

iv) CRAR- Tier 2 Capital

0.46%

0.45%

Credit Ratings

Instruments

Rating

Rating Agency

Domestic Ratings

Infra Bond program

AA

CRISIL

Additional Tier I Bond Program

AA

CRISIL

Certificates of Deposit Program

A1

CRISIL

Senior Bonds program

AA

India Ratings and Research

Additional Tier I Bond Program

AA

India Ratings and Research

Short Term Debt instruments

A1

India Ratings and Research

International Ratings

Long Term Issuer, Long Term Bank Deposits and Senior Unsecured MTN

Baa3

Moody’s Investors Service

Short Term Issuer

P3

Moody’s Investors Service

Bank’s Directors

The Bank’s Board comprised ten Directors as on March 31, 2019, viz., Mr. R. Seshasayee, Non-Executive Part-time Chairman, three Non-Executive Independent Directors, viz., Mrs. Kanchan Chitale, Mr. Shanker Annaswamy, Dr. T. T. Ram Mohan, four Additional Directors in the category of Non-Executive Independent, viz., Mrs. Akila Krishnakumar, Mr. Arun Tiwari, Mr. Siraj Chaudhry, Mr. Rajiv Agarwal, Mr. Yashodhan M. Kale, Non-Executive Non-Independent Director, and Mr. Romesh Sobti, Managing Director & CEO.

(a) Non-Executive Independent Directors

All Independent Directors have submitted Declarations that they meet the criteria of independence as laid down under sub-section (6) of Section 149 of the Companies Act, 2013. In compliance with Regulation 16 of Listing Regulations, the Declarations were placed before the Board of Directors at their meeting held on May 22, 2019, and based on these Declarations, the following Non-Executive Directors continue to be identified as meeting criteria of Independent Directors as on March 31, 2019:

(i) Mrs. Kanchan Chitale

(ii) Mr. Shanker Annaswamy

(iii) Dr. T. T. Ram Mohan

(iv) Mrs. Akila Krishnakumar (Additional Director)

(v) Mr. Arun Tiwari (Additional Director)

(vi) Mr. Siraj Chaudhry (Additional Director)

(vii) Mr. Rajiv Agarwal (Additional Director)

In addition, the Bank’s Board of Directors have pursuant to Regulation 25(9) of Listing Regulations obtained a Certificate from M/s Bhandari & Associates, Practicing Company Secretaries that the aforesaid Directors meet the ‘criteria of independence’ and are independent of the Management. The Board in its meeting held on July 12, 2019 took note of the Certificate. Copy of the certificate is enclosed as Annexure-I to this report.

(b) Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 17 of Listing Regulations, specified companies are required to have at least one Woman Director in their Board.

Mrs. Kanchan Chitale (DIN: 00007267), who joined the Board on October 18, 2011 is an Independent Woman Director, and Chairs some important Committees.

Mrs. Akila Krishnakumar (DIN: 06629992), who joined the Board on August 10, 2018 is appointed as Additional Director in the category of Non-Executive, Independent Director.

(c) Chairman of the Board

Mr. R. Seshasayee, (DIN: 00047985) has been Non-Executive Part-time Chairman of the Bank since July 24, 2007.

Shareholders of the Bank had, in the 23rd AGM held on July 26, 2017, approved the re-appointment of Mr. R. Seshasayee as Non-Executive Part-time Chairman for a period of 2 years.

RBI had conveyed approval for the re-appointment of Mr. R. Seshasayee as a Non-Executive Part-time Chairman for a period of 2 years, i.e., up to July 24, 2019.

(d) Managing Director & CEO

Mr. Romesh Sobti, (DIN: 00031034) has been the Managing Director & CEO of the Bank since February 1, 2008.

RBI had conveyed their approval for re-appointment of Mr. Romesh Sobti up to March 23, 2020.

Shareholders of the Bank had, in the 24th AGM held on July 26, 2018, approved the re-appointment of Mr. Romesh Sobti as the Managing Director & CEO of the Bank for a period from February 1, 2018 up to March 23, 2020.

(e) Details of Directors seeking Appointment / Re-appointment / Directors retiring by rotation at the forthcoming AGM

(i) Appointment

- Mrs. Akila Krishnakumar (DIN: 06629992) was appointed ‘Additional Director’ in the category of ‘NonExecutive Independent Director’ in the Bank’s Board on August 10, 2018.

Approval of the shareholders is being requested by the Board for the appointment of Mrs. Akila Krishnakumar as Non-Executive Independent Director in the Board of the Bank.

- Mr. Arun Tiwari (DIN: 05345547) was appointed ‘Additional Director’ in the category of ‘Non-Executive Independent Director’ in the Bank’s Board on August 10, 2018.

Approval of the shareholders is being requested by the Board for the appointment of Mr. Arun Tiwari as Non-Executive Independent Director in the Board of the Bank.

- Mr. Siraj Chaudhry (DIN: 00161853) was appointed ‘Additional Director’ in the category of ‘Non-Executive Independent Director’ in the Bank’s Board on January 3, 2019.

Approval of the shareholders is being requested by the Board for the appointment of Mr. Siraj Chaudhry as Non-Executive Independent Director in the Board of the Bank.

- Mr. Rajiv Agarwal (DIN: 00336487) was appointed ‘Additional Director’ in the category of ‘Non-Executive Independent Director’ in the Bank’s Board on March 15, 2019.

Approval of the shareholders is being requested by the Board for the appointment of Mr. Rajiv Agarwal as Non-Executive Independent Director in the Board of the Bank.

(ii) Retirement by Rotation

Section 152(6) of the Companies Act, 2013 provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from office at every Annual General Meeting (AGM) of the Bank.

In accordance with the provisions of the Companies Act, 2013, Mr. Romesh Sobti (DIN: 00031034), Managing Director & CEO of the Bank, being longest in Office, retires by rotation, and being eligible, offers himself for reappointment at the AGM.

Approval of the shareholders is being requested by the Board for re-appointment of Mr. Romesh Sobti as Managing Director & CEO of the Bank.

As required under Regulation 36(3) of the Listing Regulations, particulars of the Directors seeking appointment, re-appointment, on retirement by rotation are given in the Annexure to the Explanatory Statement attached to the Notice of the AGM.

None of the Directors have been disqualified from being appointed as ‘Director’, pursuant to Section 164 of the Companies Act, 2013 or under any other law.

The Board of Directors have obtained a Certificate from Bhandari & Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) read with Schedule V para C clause 10 (i) of the Listing Regulations that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors on the Board by SEBI, Ministry of Corporate Affairs or any other Statutory Authority.

(f) Cessation of Directorships

Mr. T. Anantha Narayanan (DIN: 00007227) who had been ‘Non-Executive Independent Director’ in the Bank’s Board since April 15, 2015, ceased to hold office with effect from June 23, 2018, upon completion of his tenure.

Mr. Ranbir Singh Butola (DIN: 00145895) who had been ‘Non-Executive Independent Director’ in the Bank’s Board since January 13, 2015, ceased to be Director in the Board, following his untimely demise on December 17, 2018.

The Directors wish to place on record their appreciation for the valuable contributions made by Mr. T. Anantha Narayanan and Mr. Ranbir Singh Butola towards the deliberations in the meetings of the Board.

(g) Cessation of Director after the end of the year and upto the date of the Report

Mr. Yashodhan M. Kale (DIN: 00013782) who had been a Non-Executive Non-Independent Director in the Bank’s Board since April 16, 2015, ceased to hold office with effect from April 15, 2019.

Board and Committee Meetings

During the year, twelve meetings of the Board of Directors and ten meetings of the Audit Committee of the Board were held, the details of which are given in the Corporate Governance Report, which forms an integral part of this Report.

The Board has constituted the Audit Committee with Mrs. Kanchan Chitale as Chairperson and Mr. Shanker Annaswamy, Mr. Yashodhan M. Kale, Mr. Arun Tiwari and Mr. Siraj Chaudhry as Members.

There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and all its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Nomination & Remuneration Committee of the Board had laid down the criteria for Performance Evaluation of the Board as a whole, Committees of the Board, Directors individually, and of the Chairman, as well as the process of evaluation.

The Bank has aligned its Board Evaluation Framework in line with the Guidance Note on Board Evaluation issued by SEBI, under their Circular dated January 5, 2017.

The Board of Directors have, on the recommendation of the Nomination & Remuneration Committee, engaged an external independent professional agency of global repute for conducting the Performance Evaluation exercise.

The Board of Directors have carried out the annual evaluation of the performance of the Board as a whole, Individual Directors including Independent Directors, Non-Independent Directors, the Managing Director & CEO, and the Chairman and the Committees of the Board.

The performance of the Board as a whole, Committees of the Board, Directors individually, and of the Chairman has been evaluated / reviewed by the Nomination & Remuneration Committee, Committee of Independent Directors and by the Board of Directors in their meeting held on July 12, 2019.

The Board has formulated a Policy on Performance Evaluation which details the various aspects that are to be considered for evaluating the Directors including but not limited to attendance, participation in the meeting, contribution towards strategies of the Board etc.

The Policy provides a guideline for the individual Directors to evaluate the Board, its Committees and individual directors.

The Policy on Performance Evaluation is available on the website of the Bank at: https://www.indusind.com/content/home/ investor/shareholders-corner/policies-of-the-bank.html

The Statement indicating the manner in which the evaluation exercise was conducted is included in the Report on Corporate Governance, which forms an integral part of this Annual Report.

Policy on Appointment & Selection of Directors

The Board of Directors are at the helm of the Bank and an enlightened Board creates a culture of leadership and provides a long-term policy approach to improve the quality of governance.

The Policy on Appointment & Selection of Directors has been framed in compliance with Section 178 of the Companies Act, 2013, and other applicable regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Banking Regulation Act, 1949.

The Policy shall act as a guideline for the Nomination & Remuneration Committee for determining the qualifications, positive attributes, independence of Directors and matters related thereto to recommend appointment and removal of Directors to the Board of the Bank.

The Policy on Appointment & Selection of Directors is hosted on the website of the Bank at: https://www.indusind.com/ content/home/investor/shareholders-corner/policies-of-the-bank.html

Familiarization Programs for Independent Directors

Various programs were undertaken for familiarizing the Independent Directors of the Bank, details of which are disclosed in the Corporate Governance Report, which forms part of this Report.

System for Internal Financial Controls and its Adequacy

The Bank operates in a fully computerised environment, with a Core Banking Solution, supported by diverse application platforms for handling special businesses, such as, Treasury, Trade Finance, Credit Cards, Retail Loans, etc. The process of recording of transactions in each of the application platforms is subject to various forms of controls such as in-built system checks, Maker - Checker authorisations, independent post-transaction reviews, etc. The Financial Statements are prepared based on computer system outputs. The responsibility of preparation of Financial Statements is entrusted to a dedicated unit which is completely independent of business, risk, audit or other functions. This unit does not originate accounting entries except for limited matters such as Share Capital, Taxes and Transfers to Reserves. The Bank has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of Financial Statements, and that such internal financial controls were adequate and were operating effectively during the year.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is mentioned elsewhere in this Report. The other Statutory Information / Disclosures required to be given under the Banking Regulation Act, 1949 and the Companies Act, 2013, as applicable to the Bank, have been laid out in the Schedules / Notes attached and forms part of the Balance Sheet and the Profit and Loss Account.

Conservation of Energy:

Considering the nature of its activities as an entity in the Financial Services sector, the Bank has voluntarily taken steps towards conservation of energy, details of which are furnished in Principle 6 of Section E of the Business Responsibility Report.

Technology Absorption:

The Bank has made optimum use of Information Technology in its operations. Details pertaining to Technology Absorption have been explained in the Management and Discussion Analysis Report which forms an integral part of the Annual Report.

Foreign Exchange Earnings and Outgo:

The provisions relating to Section 134(3)(m) of the Companies Act, 2013 on particulars relating to Foreign Exchange Earnings and Outgo are not applicable to a Banking company and as such no disclosure is being made in this regard.

Risk Management

The Bank has an Enterprise-wide Risk Management (ERM) framework in place. The integrated Risk Management Department covers Credit Risk, Market Risk, Assets-Liabilities Management (ALM) and Operational Risk across all verticals, independent of business functions.

Risk Management functions in the Bank have been aligned with best industry practices, supported by advanced risk measurement and analytical systems which enable proactive risk management and monitoring. Risk Management is continually enhanced in line with changes in operating environment and regulations.

The Bank has a comprehensive framework of Risk Management Policies which specify the risk appetite, risk measurement methodologies, and monitoring and control measures for the respective business segments. The policies have been designed keeping risk appetite as the central objective, and business strategies have been aligned to risk policies.

The Bank has set up a Board-level Committee, viz., ‘Risk Management Committee’ to examine risk policies and procedures developed by the Bank and monitor adherence to risk parameters and prudential limits set for different portfolios / products / segments.

Details of Risk Management Models and Frameworks implemented by the Bank are mentioned in ‘Management Discussion and Analysis Report’ .

Vigil Mechanism / Whistle Blower Policy

The Bank has in place the “Whistle Blower Policy” since 2009.

The said Policy is in compliance with RBI Guidelines, provisions of the Companies Act, 2013, and the Listing Regulations. The Vigil mechanism at the Bank requires submission of Quarterly Reviews to the Audit Committee of the Board, and placing of Annual Reviews before the Audit Committee and the Board of Directors.

The Policy also incorporates suggestions of the Protected Disclosure Scheme for Private Sector and Foreign Banks, instituted by Reserve Bank of India.

The Board of Directors of the Bank have constituted a Board-level Committee, viz., the Vigilance Committee, which conducts overview of cases of vigilance nature arising out of actions of the employees of the Bank. The Committee meets at least twice a year.

The Bank has been awarded the ‘Certificate of Commitment’ by the Central Vigilance Commission.

The Bank’s Whistle Blower Policy is in synchrony with statutory and regulatory guidelines on Vigil Mechanism.

Further details about the Vigil Mechanism are furnished in the Report on Corporate Governance, and the current Whistle Blower Policy of the Bank is available on the Bank’s website at the under-mentioned link:

http://www.indusind.com/important-links/other-useful-information.html

Reporting of Fraud by the Auditors:

During the year under review, there were no instances of fraud reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

Statutory Auditors

M/s S.R. Batliboi & Co. LLP, (ICAI Firm Registration Number 301003E / E300005), Statutory Auditors of the Bank have Audited the accounts of the Bank for the Financial Year 2018-19. It is now proposed to appoint M/s Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 103523W / W100048) as Statutory Auditors of the Bank to Audit the accounts of the Bank for the Financial Year 2019-20.

Independent Auditors’ Report

M/s S.R. Batliboi & Co. LLP, Statutory Auditors of the Bank, have audited the accounts of the Bank for the year 2018-19 and their Report is annexed. Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have also reported on the adequacy and operating effectiveness of internal financial controls system over financial reporting, which has been enclosed as ‘Annexure-1’ to the Independent Auditors’ Report.

Significant Audit observations, if any, and corrective actions taken by the Management are presented to the Audit Committee of the Board from time to time.

There are no qualifications, reservations or adverse remarks or disclaimers made in the Auditors’ Report.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank has appointed M/s Bhandari & Associates, Company Secretaries in Practice, to undertake Secretarial Audit of the Bank for the FY 2018-19. The Secretarial Audit Report submitted by M/s Bhandari & Associates is furnished as an Annexure-II, and forms an integral part of this Report.

The Secretarial Audit Report submitted by Bhandari & Associates for FY 2018-19 does not contain any qualification, reservation or adverse remark.

Employees Stock Option Scheme

The Bank had instituted the Employee Stock Option Scheme (ESOS - 2007) to enable its employees, including Whole-time Directors, to participate in the future growth of the Bank. Under the Scheme, Options can be granted, which upon exercise could give rise to the issuance of shares up to 7% of the issued Equity Capital of the Bank from time to time. The eligibility and number of Options to be granted to an employee is determined on the basis of criteria laid down in the Scheme and is approved by the Compensation Committee of the Board of Directors.

An aggregate of 4,18,91,300 Options, comprising 6.95% of the Bank’s Equity Capital, have been granted under the Scheme. Statutory disclosures as required by SEBI (Share Based Employee Benefits) Regulations, 2014 are given as an Annexure-III, and form an integral part of this Report.

The Annual Certificate on compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, issued by Statutory Auditors of the Bank is being placed before Members in the ensuing AGM.

The Employees Stock Option Plan is administered by the Compensation Committee of the Board.

Statutory disclosures as mandated under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, have been hosted on the website of the Bank at https://www.indusind.com/content/home/investor/reports-and-presentation/annual-reports.html

Disclosure on compliance with Secretarial Standards

The Bank has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and has systems which are adequate and are operating effectively.

Maintenance of Cost Records

Being a Banking Company, the Bank is not required to maintain cost records as per sub section (1) of Section 148 of the Companies Act, 2013.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and that judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank as at March 31, 2019 and of the profit of the Bank for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting frauds and other irregularities;

(d) that the Annual Financial Statements have been prepared on a ‘going concern’ basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, are included in this Report as an Annexure-IV and forms an integral part of the Annual Report.

The Annual Return of the Bank in the prescribed Form MGT-7 is available on the website of the Bank at the link https://www.indusind.com/content/home/investor/reports-and-presentation/annual-reports.html.

Particulars of Employees

The Bank had 27,739 employees on its rolls as on March 31, 2019.

71 employees employed throughout the year, were in receipt of remuneration of Rs. 1.02 crores per annum or more, and 10 employees employed for the part of the FY 2019 and are in receipt of remuneration of Rs. 8.50 lakhs per month or more.

The information containing particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, the above Annexure-V is not being sent along with this Annual Report to the Members of the Bank in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining the particulars may please write to the Company Secretary at the Secretarial and Investor Services Office of the Bank. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Bank up to the date of this Annual General Meeting during business hours on working days.

None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Bank.

Details pursuant to remuneration of Directors and Employees in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are given as an Annexure and forms an integral part of this Report.

The information relating to employees required to be furnished under the Companies Act, 2013 and the Rules made thereunder is given under the head ‘Particulars of Employees’ in this Report.

Policy on Remuneration to Non-Executive Directors

Until the Financial Year 2015-16, all Non-Executive Directors, including the Non-Executive Part-time Chairman, received remuneration only by way of Sitting Fees for attending the meetings of the Board and of various Board Committees.

In line with the guidelines contained in RBI Circular dated June 1, 2015 on compensation of Non-Executive Directors of Private Sector Banks, the Board of Directors, on the basis of the recommendations of the Human Resource & Remuneration Committee (since re-named as ‘Nomination & Remuneration Committee’), in their meeting held on May 12, 2016, approved the payment of remuneration of Rs. 25 lakhs per annum with effect from April 1, 2016 to Mr. R. Seshasayee, Non-Executive Part-time Chairman (subject to approval of Reserve Bank of India, which has since been received), and to the Non-Executive Directors (other than the Non-Executive Part-time Chairman) in the form of Profit-related Commission of Rs. 10 lakhs per annum for each Director, in such manner as may be decided by the Board of Directors.

Shareholders had, in the 22nd Annual General Meeting of the Bank held on July 1, 2016, accorded their approval for payment of the above mentioned remuneration in the form of Profit-related Commission to the Non-Executive Directors, including to the Non-Executive Part-time Chairman, w.e.f. FY 2016-17. The Non-Executive Directors, including the Non-Executive Parttime Chairman, accordingly received remuneration in the form of Profit-related Commission, in addition to Sitting Fees for attending meetings of the Board and of various Board Committees.

No Stock Options were granted to the Non-Executive Directors.

During FY 2016-17, the Board of Directors have, on the recommendations of the HR & Remuneration Committee (since renamed as ‘Nomination & Remuneration Committee’) formulated the ‘Policy on Remuneration to Non-Executive Directors’, including the Non-Executive Part-time Chairman.

During the Financial Year 2018-19, the Board reviewed the ‘Policy on Remuneration to Non-Executive Directors’. The Policy is hosted on the Bank’s website at the link given below:

https://www.indusind.com/content/home/investor/shareholders-corner/policies-of-the-bank.html

The Board of Directors have also formulated a Policy in relation to Key Management Personnel and Senior Management personnel of the Bank. The said Policy is given under ‘Disclosure on Remuneration’ at Note No. 12.7 of the Notes in Schedule 18 to the Financial Statements, which forms an integral part of this Annual Report.

Details on compensation to Whole-time Directors are given under the Report on Corporate Governance, which forms an integral part of this Report.

Particulars of Loans, Guarantees or Investments outstanding

Pursuant to Section 186(11) of the Companies Act, 2013, loans made, guarantees given, securities provided or acquisition of securities by a banking company in the ordinary course of its business are exempted from the disclosure requirement under Section 134(3)(g) of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

All transactions entered with ‘Related Parties’ during the year under review were on “arm’s length basis” and in the ‘ordinary course of business’, and therefore do not attract the provisions of Section 188 of the Companies Act, 2013.

Further, there are no materially significant Related Party Transactions during the year with any of the Related Parties, viz., Promoters, Directors and Key Management Personnel, Subsidiary and other related entities including IMFS, an Associate Company, which may have potential conflict with the interest of the Bank at large.

In view of the above, the disclosure under Form AOC-2 is not applicable to the Bank.

The Policy on Related Party Transactions as approved by the Board of Directors is hosted on the Bank’s website at the below given link:

http://www.indusind.com/content/home/important-links/other-useful-information.html

Consolidated Financial Statements

In accordance with Section 129(3) of the Companies Act 2013, Consolidated Financial Statement of IndusInd Bank Limited (“the Bank”), IndusInd Financial Inclusion Limited (IFIL) (‘the wholly-owned Subsidiary’) and IndusInd Marketing and Financial Services Private Limited (‘the Associate’) has been prepared and is included in the Annual Report.

In terms of AS 21, the Bank has prepared the Consolidated Financial Statements for the year ended March 31, 2019, wherein the Standalone Financial Statements of the Bank as of that date are consolidated with that of IFIL, a subsidiary in which the Bank has a 100% stake, on a line by line basis by adding together like items of assets, liabilities, income and expenses.

In terms of AS 23, the Standalone Financial Statements of the Bank as of that date are consolidated with that of IMFS, an associate in which the Bank has a 30% stake, by adopting ‘Equity Method’.

Indian Accounting Standards (Ind AS)

The Reserve Bank of India (RBI) issued a circular in February 2016, requiring scheduled commercial banks to implement Indian Accounting Standards (Ind AS) from April 1, 2018. RBI, vide a press release dated April 5, 2018, deferred the implementation of Ind AS by one year. The legislative amendments recommended by the Reserve Bank towards implementation of Ind AS are still under consideration of the Government of India. Accordingly, RBI through a notification dated 22 March 2019, has deferred the Ind AS implementation till further notice.

Pursuant to the RBI Circular dated February 11, 2016, the Bank formed a Steering Committee, comprising members from cross functional areas, for the purpose of reviewing and monitoring the progress of implementation. The Bank set up a Working Group under the guidance of the Steering Committee and has conducted Gap Assessment and identified the differences between the current accounting framework and Ind AS, including the identification of the accounting policy options provided under Ind AS 101, First Time Adoption. The Bank has engaged the services of a professional firm with international experience in the field, to assist in the project of implementation of Ind AS. The Bank has obtained licenses for IT systems to automate Expected Credit Losses and Effective Interest Rate calculations towards implementation of Ind AS and the project is currently under implementation. The Bank continues to organize trainings for its teams across business and support functions. The Audit Committee of the Board of Directors has an oversight on the progress of the Ind AS implementation.

Some of the areas of significant accounting impact pursuant to the application of Ind AS are summarized below:

(a) Accounting impact on account of application of Ind AS at the date of transition, i.e. at transition date will be recognized in equity or other components of equity.

(b) The classification and measurement of financial assets will be driven by the business model of the Bank for managing those assets and the characteristics of the contractual cash flows of the assets. All financial assets will be classified as subsequently measured at amortised cost, Fair Value through Other Comprehensive Income (FVOCI) or Fair Value through Profit or Loss (FVTPL).

(c) Financial Instruments would be derecognised on transfer of significant risks and rewards, and not based on the legal form of the arrangement.

(d) Interest will be recognised in the Income Statement using the effective interest method and any directly attributable fees and costs would be considered to be an adjustment to the effective interest rate.

(e) All Derivatives would be required to be fair-valued and recognised on the Balance Sheet.

(f) Expense for Stock Options will be recognised in the Statement of Profit and Loss based on the Fair Value of the Options.

(g) Impairment requirements for financial assets carried at amortised cost or at fair value through other comprehensive income, including certain off Balance Sheet items are based on an Expected Credit Loss (ECL) model. The Bank will be required to recognise either a 12-months’ or lifetime ECL, depending on whether there has been a significant increase in Credit Risk since initial recognition. This will be significantly different from the current methodology for calculating the provision for Standard Assets and Non-Performing Assets (NPAs). The Bank has developed models for computation of ECL and is testing the same.

In accordance with RBI directions, the Bank has been submitting standalone pro forma Ind AS financial statements along with other computations to the RBI, from time to time.

Corporate Social Responsibility

In line with its CSR focus areas, the Bank is committed to various long-term community development projects that have a large positive impact. Consistent with the requirements of Section 135 of the Companies Act, 2013 and CSR Rules 2014, the Bank has set up a Board-level CSR Committee to look after the CSR initiatives. The Committee is headed by Mrs. Kanchan Chitale as the Chairperson, Mr. Yashodhan M. Kale, Mrs. Akila Krishnakumar (inducted in the Committee on October 15, 2018) and Mr. Romesh Sobti as Members.

The composition of the CSR Committee is in accordance with Section 135 of the Companies Act, 2013.

The Bank’s CSR Policy and strategy direct and govern the Bank’s activities in focus areas, namely, Environmental Sustainability, Rural Development and Inclusiveness, Preventive Healthcare and Other areas of special interest that include Education, Sports and Heritage.

In FY 2018-19, the Bank initiated its flagship initiative of water stewardship wherein water conservation through watershed management, restoration of natural water bodies and availability & accessibility of safe drinking water with installation of water ATMs.

The Bank has implemented enhanced education programme, conducted legal literacy programme, and digital literacy under PMGDISHA programme of Government of India. The Bank provides mid-day meals to children in Municipal schools in Odisha.

IndusInd Bank supports inclusiveness of the differently-abled and of different gender in Sports. The Bank has a separate non-business vertical for Sports which undertakes to spread the culture of inclusivity and excellence in sports within and outside the organisation. Currently three excellence programmes namely IndusInd Para Champions, IndusInd Blind Cricket and IndusInd Girl Power is being supported.

IndusInd Bank has undertaken setting up of Mini Health Clinics to provide affordable primary healthcare to individuals from poor & lower Income Group families. The Bank also supports the treatment of children with cancer from rural Rajasthan, whose parents can’t afford the treatment. Under the Stree Swabhimaan initiative, school girls are provided with sanitary pads in the State of Madhya Pradesh. These pads are manufactured by trained Village Level Entrepreneurs, thus encouraging their livelihoods as well.

To promote livelihood, the Bank supports skill development courses at Jaitaran, Rajasthan. The Bank supports long term residential rehabilitation program for substance abusing street children/youth. The two-pronged approach involves rehabilitation (medical and psychological) from substance abuse and then skill development for employability.

The CSR Initiatives / Projects undertaken by the Bank are in accordance with Schedule VII of the Companies Act, 2013.

Companies, on the basis of criteria prescribed under Section 135 of the Act, are required to spend at least Two per cent of their Average Net Profits made during the three immediately preceding financial years, in pursuance of their Corporate Social Responsibility Policy. Accordingly, the Bank spent Rs. 55.46 crores towards various CSR activities specified in Schedule VII of the Companies Act, 2013. The programmes are of large scale and hence the absorption of funds is milestone linked for larger impact.

The Bank continues to deliver consistently greater value to the stakeholders while mainstreaming sustainability in to the business practices. The Bank has committed targets on Environmental, Social and Governance (ESG) aspects and continues to improve the sustainability performance to surpass the ESG targets.

The Bank consistently works to mitigate and reduce the impact of our business and activities on the natural environment. The environmental policy of the Bank lays out guidelines and targets in key areas of environmental sustainability within which the Bank has undertaken and implemented programs and activities in the domains of sustainable supply chain, green procurement, energy efficiency, water conservation, waste management, climate change mitigation etc.

The Bank continues to invest in energy efficiency, water conservation and greening the IT systems. The Bank promotes sustainable and ethical procurement practices through selection and on-boarding criteria for vendors and suppliers and emphasizes the importance of environmental sustainability, human rights & labour laws, and adherence to standardised environmental norms by the upstream and downstream supply chain partners.

The Report on CSR activities undertaken by the Bank is set out as an Annexure-VI and forms an integral part of this Report. The CSR Policy is framed basis the activities permitted under Schedule VII of the Companies Act, 2013.

Details of the CSR Policy and initiatives adopted by the Bank on CSR are available on Bank’s website at the link given below:

http://www.indusind.com/content/csr-home/our-approach/csr-policy.html

Business Responsibility Report (BRR)

The Securities & Exchange Board of India have, vide their Circular dated December 22, 2015, mandated Top 500 Listed entities to include the ‘Business Responsibility Report’ (BRR) as part of the Annual Report, describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by SEBI.

In view of the above and in compliance with Regulation 34(2) of the Listing Regulations, BRR has been hosted on the Bank’s website at:

https://www.indusind.com/content/home/investor/reports-and-presentation/annual-reports.html.

Corporate Governance

Corporate Governance is essentially a set of standards, systems, and procedures aimed at effective, honest, transparent, and responsible management of a company within the applicable statutory and regulatory structures.

The Bank has adopted the industry best practices of Corporate Governance and aims to continue banking on the highest principles of governance and ethics. At IndusInd, Corporate Governance is more than just adherence to the statutory and regulatory requirements. It is equally about focusing on voluntary practices that underlie the highest levels of transparency.

The Governance framework is driven by the objective of enhancing long-term stakeholder value, without compromising on Ethical Standards and Corporate Social Responsibilities.

The Bank’s guiding principles are also articulated through its Code of Business Conduct and various initiatives taken to maintain transparency by communicating with the Shareholders on developments in the Bank. The Bank has also set up various sub-Committees of the Board to bring in more efficacy and transparency in the workings.

The Bank continues to focus on complete and timely disclosures to the Stock Exchanges for dissemination to the Stakeholders.

Further complete disclosures regarding Corporate Governance is provided in the Corporate Governance Report, which forms an integral part of this Annual Report

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as prescribed under Regulation 34(2)(e) of the Listing Regulations, which forms part of the Annual Report.

Significant and Material Orders passed by the Regulators or Courts

There are no Significant and Material Orders passed by the Regulators / Courts that would impact the ‘going concern’ status of the Bank and its futures operations.

Awards and Accolades

During the year under review, the Bank has received many awards and accolades for excellence in managing IT Risk and Cyber Security Initiatives, Digital Payment Facilitator, Financial inclusion and CSR Initiatives, Safety and Security, Best Data quality and Information Technology and for Innovations, etc.

Mr. Romesh Sobti, Managing Director & CEO, was awarded as the ‘Banker of the Year’ at the Business Standard Annual Awards 2018. He was also bestowed with the ‘Banker of the Year’Award at Financial Express India’s Best Banks Awards 2018.

Brief details of various awards are covered in the initial pages and in the Management Discussion and Analysis Report which forms an integral part of this Annual Report.

Cautionary Statement

Certain statements in the Directors’ Report and in the Management Discussion and Analysis document describing the Bank’s objectives, estimates and expectations may be ‘forward-looking statements’ within the meaning of applicable Securities Laws and Regulations. Actual results could differ substantially from those expressed or implied. Important factors that could make a difference include economic conditions in the domestic and overseas markets, changes in Laws / Regulations, and other incidental factors.

Material events that have happened after the Balance Sheet date

Scheme of Arrangement amongst Bharat Financial Inclusion Ltd., the Bank and Bank’s Wholly-Owned subsidiary was approved by the NCLT, Mumbai Bench vide Order dated June 10, 2019.

The Scheme was given effect to on July 4, 2019.

Accordingly, the Bank on receipt of funds amounting to 25% of the Warrant Subscription from its Promoters has allotted 1,57,70,985 Share Warrants by way of Private Placement:

Name of the Allottee

Date of Allotment

Issue Price Rs.

25% of the amount received on July 3, 2019 in Rs.

IndusInd International

4,925,869,562.75

Holdings Ltd.

July 6, 2019

1,709

IndusInd Ltd.

1,785,283,778.50

The Warrants have a lock-in period of 3 years, and the Promoters are required to infuse 75% of the amount within the next 18 months.

The Bank has on July 6, 2019 allotted 8,96,17,781 Equity Shares of Rs.10 each to shareholders of Bharat Financial Inclusion Limited (BFIL) whose names appeared in the Register of Members as on the Record Date, i.e., July 4, 2019, as per the pre-determined Share Exchange Ratio of 639 shares of the Bank for every 1,000 shares of BFIL.

The Business Correspondent business of Bharat Financial Inclusion Ltd. was transferred from the Bank to IndusInd Financial Inclusion Ltd. (IFIL), the Bank’s Wholly-Owned Subsidiary for value appearing in the books as on the Appointed Date i.e., Rs.43,70,35,000 (Rupees Forty-three crores seventy lakhs and thirty-five thousand) as Transferred Undertaking Value in consideration of which IFIL has allotted 4,37,03,500 Equity Shares to the Bank of Face value of Rs.10 each fully paid-up which is equivalent to value of the Transferred Undertaking in accordance to the Scheme.

The Bank has engaged Catalyst Trusteeship Ltd. for the purpose of determining the Fractional Entitlements arising from the effectiveness of the Scheme as on the Record Date, viz., July 4, 2019, for identifying and paying such shareholders of Bharat Financial Inclusion Ltd.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Bank has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The disclosures relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is included in the Corporate Governance Report, which forms an integral part of this Report.

Acknowledgements

The Directors are grateful to the shareholders for the trust and confidence reposed by them in the Bank.

The Directors are also grateful to the Reserve Bank of India, the Ministry of Corporate Affairs, Securities and Exchange Board of India, Insurance Regulatory and Development Authority, and the Stock Exchanges, for the guidance and support extended by them to the Bank.

The Board expresses its deep sense of appreciation to all employees for their excellent performance, strong work ethic, and untiring commitment, which qualities have contributed to the Bank’s continued progress in a challenging environment.

The Board thanks its valued customers for their patronage, and looks forward to the growing of this mutually supportive relationship in future.

For and on behalf of the Board of Directors

Place : Mumbai R. Seshasayee

Date : July 12, 2019 Chairman

(DIN: 00047985)

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