30 Apr 2017 | Livemint.com

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HDFC Bank Ltd.

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HDFC Bank Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Reporton Corporate Governance pursuant to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {"the SEBI Listing Regulations"} and forming a part of the report of the Board of Directors]

PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Bank believes in adopting and adhering to the best recognized corporate governance practices and continuously benchmarking itself against each such practice. The Bank understands and respects its fiduciary role and responsibility towards its shareholders and strives hard to meet their expectations. The Bank believes that best board practices, transparent disclosures and shareholder empowerment are necessary for creating shareholder value.

The Bank has infused the philosophy of corporate governance into all its activities. The philosophy on corporate governance is an important tool for shareholder protection and maximization of their long term values. The cardinal principles such as independence, accountability, responsibility, transparency, fair and timely disclosures, credibility, sustainability etc. serve as the means for implementing the philosophy of corporate governance in letter and in spirit.

BOARD OF DIRECTORS

The composition of the Board of Directors of the Bank ("Board") is governed by the provisions of the Companies Act, 2013, the Banking Regulation Act, 1949 and the listing requirements of the Indian Stock Exchanges where the securities issued by the Bank are listed. The Board has eleven (11) Directors as on March 31, 2016.

Composition of the Board of Directors of the Bank as on March 31, 2016:

Executive Directors: Mr. Aditya Puri (Managing Director), Mr. Paresh Sukthankar (Deputy Managing Director) and Mr. Kaizad Bharucha (Executive Director)

Non-Executive Directors: Mr. Keki Mistry and Mrs. Renu Karnad

Independent Directors: Mrs. Shyamala Gopinath (Chairperson), Mr. Partho Datta, Mr. Bobby Parikh, Mr. A. N. Roy and Mr. Malay Patel

Mr. Umesh Chandra Sarangi has been appointed as an Additional Director of the Bank with effect from March 1, 2016, to hold office till the conclusion of the ensuing Annual General Meeting of the Bank.

Mr. Keki Mistry and Mrs. Renu Karnad represent Housing Development Finance Corporation Limited (HDFC Limited) on the Board of the Bank.

None of the Directors on the Board is a member of more than ten (10) Committees* and Chairman of more than five (5) Committees* across all the companies in which he / she is a Director. All the Directors have made necessary disclosures regarding Committee positions occupied by them in other companies.

PROFILE OF BOARD OF DIRECTORS

The profiles of the Directors of the Bank as on March 31, 2016 are as under:

Mrs. Shyamala Gopinath

Mrs. Shyamala Gopinath, aged 66 years, holds a Master's Degree in Commerce and is a CAIIB. Mrs. Gopinath has over 40 years of experience in financial sector policy formulation in different capacities at RBI. As Deputy Governor of RBI for seven years, Mrs. Gopinath had been guiding and influencing the national policies in the diverse areas of financial sector regulation and supervision, development of financial markets, capital account management, management of government borrowings, forex reserves management and payment and settlement systems.

During 2001-03, Mrs. Gopinath worked as senior financial sector expert in the then Monetary Affairs and Exchange Department of the International Monetary Fund (Financial Institutions Division). She was responsible for preparing the accompanying document to the Guidelines on Foreign Exchange Reserve Management detailing country practices. Mrs. Gopinath was a member of the FSAP (Financial Sector Assessment Program) missions to Tanzania, Nigeria, Hungary and Poland and the Foreign Exchange and Reserve Management team to Turkey and Kosovo.

Mrs. Gopinath was actively involved in managing India's balance of payments crisis in 1991, the fall out of the Asian and the Russian crisis, nuclear sanctions against India, Kargil war with Pakistan and the transmission of the recent financial crisis to Indian financial system and the markets.

Mrs. Gopinath does not hold any shares in the Bank as on March 31, 2016.

Mr. Aditya Puri

Mr. Aditya Puri, aged 65 years, holds a Bachelor's degree in Commerce from Punjab University and is an Associate Member of the Institute of Chartered Accountants of India.

Prior to joining the Bank, Mr. Puri was the Chief Executive Officer of Citibank, Malaysia from 1992 to 1994.

Mr. Puri has been the Managing Director of the Bank since September 1994. Mr. Puri has over 40 years of experience in the banking sector in India and abroad.

Mr. Puri has provided outstanding leadership as the Managing Director and has contributed significantly to enable the Bank scale phenomenal heights under his stewardship. During the year, Mr. Puri was named amongst the best 30 CEOs in the world in the Barron's list.The numerous awards won by Mr.Puri and the Bank are a testimony to the tremendous credibility that Mr. Puri has built for himself and the Bank over the years.

The Bank has made good and consistent progress on key parameters like balance sheet size, total deposits, net revenues, earnings per share and net profit during Mr. Puri's tenure.

The rankings achieved by the Bank amongst all Indian banks with regard to market capitalization, profit after tax and balance sheet size remain amongst the top 10.

During his tenure Mr. Puri has led the Bank through two major mergers in the Indian banking industry i.e. merger of Times Bank Limited and Centurion Bank of Punjab Limited with HDFC Bank Limited. The subsequent integrations have been smooth and seamless under his inspired leadership.

Mr. Puri's vision and strategy have been the driving force behind the Bank's foray into the world of "Digital Banking" resulting in the roll out of several digital banking products like 10 - second loans, PayZapp, Chillr, etc.

Mr. Puri, along with his relatives, holds 30,69,044 equity shares in the Bank as on March 31, 2016.

Mr. Keki Mistry

Mr. Keki Mistry, aged 61 years, holds a Bachelor's Degree in Commerce from the Mumbai University. Mr. Mistry is a Fellow Member of the Institute of Chartered Accountants of India. Mr. Mistry brings with him over three decades of varied experience in banking and financial services domain.

Mr. Mistry started his career with AF Ferguson & Co, a renowned Chartered Accountancy firm, followed by stints at Hindustan Unilever Limited and Indian Hotels Company Limited.

In the year 1981, Mr. Mistry joined Housing Development Finance Corporation Limited (HDFC Ltd). Mr. Mistry was inducted on to the Board of Directors of HDFC Ltd as an Executive Director in the year 1993 and was elevated to the post of Managing Director in November 2000. In October 2007, Mr. Mistry was appointed as Vice Chairman & Managing Director of HDFC Ltd and became the Vice Chairman & CEO in January 2010.

Mr. Mistry, along with his relatives, holds 2,96,130 equity shares in the Bank as on March 31, 2016.

Mrs. Renu Karnad

Mrs. Renu Karnad, aged 63 years, is a law graduate and also holds a Master's Degree in Economics from Delhi University. Mrs. Karnad is a Parvin Fellow-Woodrow Wilson School of International Affairs, Princeton University, U.S.A.

Mrs. Karnad joined HDFC Ltd in 1978. After spending two decades in various positions, Mrs. Karnad was inducted on to the Board as Executive Director in 2000 and was further elevated to the post of Managing Director with effect from January 1, 2010.

Over the years, Mrs. Karnad has to her credit, numerous awards and accolades. Known for her wit and diplomacy, Mrs. Karnad has always had a humane approach towards solving complex issues. Mrs. Karnad firmly believes that people are key to an organization's success, especially in the service domain and propagates self-belief as the strongest weapon in achieving excellence.

Mrs. Karnad, along with her relatives, holds 2,94,620 equity shares in the Bank as on March 31, 2016.

Mr. Partho Datta

Mr. Partho Datta, aged 67 years, is an Associate Member of the Institute of Chartered Accountants of India. Mr. Datta joined Indian Aluminum Company Limited (INDAL) and was with INDAL and its parent company in Canada for 25 years and held positions as Treasurer, Chief Financial Officer and Director Finance during his tenure. Mr. Datta joined the Chennai based Murugappa Group thereafter as the head of Group Finance and was a member of the Management Board of the Group, as well as Director in several Murugappa Group companies. Post retirement from the Murugappa Group, Mr. Datta was an advisor to the Central Government appointed Board of Directors of Satyam Computers Services Limited during the restoration process and has also been engaged in providing business / strategic and financial consultancy on a selective basis.

Mr. Datta has rich and extensive experience in various financial and accounting matters including financial management, mergers and amalgamations and capital markets strategy.

Mr. Datta is one of the financial experts on the Audit Committee of the Board.

Mr. Datta does not hold any equity shares in the Bank as on March 31, 2016.

Mr. Bobby Parikh

Mr. Bobby Parikh, aged 52 years, holds a Bachelor's degree in Commerce from the Mumbai University and has qualified as a Chartered Accountant in 1987. Mr. Parikh is a Senior Partner with BMR & Associates LLP and leads its financial services practice. Prior to joining BMR & Associates LLP, Mr. Parikh was the Chief Executive Officer of Ernst & Young in India and held that responsibility until December 2003. Mr. Parikh worked with Arthur Andersen for over 17 years and was its Country Managing Partner until the Andersen practice combined with that of Ernst & Young in June 2002.

Over the years, Mr. Parikh has had extensive experience in advising clients across a range of industries. India has witnessed significant deregulation and a progressive transformation of its policy framework. An area of focus for Mr. Parikh has been to work with businesses, both Indian and multinational, in interpreting the implications of the deregulation as well as the changes to India's policy framework, to help businesses better leverage opportunities that have become available and to address challenges that resulted from such changes. Mr. Parikh has led teams that have advised clients in the areas of entry strategy (MNCs into India and Indian companies into overseas markets), business model identification, structuring a business presence, mergers, acquisitions and other business reorganizations.

Mr. Parikh works closely with regulators and policy formulators, in providing inputs to aid in the development of new regulations and policies, and in assessing the implications and efficacy of these and providing feedback for action. Mr. Parikh led the Financial Services industry practice at Arthur Andersen and then also at Ernst & Young and has advised a number of banking groups,

investment banks, brokerage houses, fund managers and other financial services intermediaries in establishing operations in India, mergers and acquisitions and in developing structured financial products, besides providing tax and business advisory and tax reporting services.

Mr. Parikh has been a member of a number of trade and business associations and their management or other committees, as well as on the advisory or executive boards of non-Governmental and not-for-profit organizations.

Mr. Parikh, along with his relatives, holds 7,375 equity shares in the Bank as on March 31, 2016.

Mr. A. N. Roy

Mr. A. N. Roy, aged 66 years, is an M. A., M. Phil and is a distinguished retired civil servant. During his long career of 38 years in the Indian Police Service (IPS), Mr. Roy held with great distinction a range of assignments, including some of the most prestigious, challenging and sensitive ones, both in the state of Maharashtra and Government of India, including Commissioner of Police, Mumbai and DGP, Maharashtra before retiring in the year 2010.

Mr. Roy's areas of specialization include policy planning, budget, recruitment, training and other finance and administration functions in addition to all operational matters.

A firm believer in technology in Police for providing solutions to a variety of complex problems or citizen facilitation and as 'force-multiplier', Mr. Roy brought in technology in a very big way in the Police department with full co-operation and support of the entire IT Industry. Mr. Roy also held the position of Director General of the Anti-Corruption Bureau, in which capacity Mr. Roy initiated a policy document on vigilance matters for Government of Maharashtra.

Mr. Roy has wide knowledge and experience of security and intelligence matters at the state and national level. Having handled multifarious field and staff assignments, Mr. Roy has a rich and extensive experience of functioning of the government at various levels and of problem solving.

Mr. Roy does not hold equity shares in the Bank as on March 31, 2016.

Mr. Paresh Sukthankar

Mr. Paresh Sukthankar, aged 53 years, completed his graduation from Sydenham College, Mumbai and holds a Bachelor of Commerce (B.Com) degree from University of Mumbai. He has done his Masters in Management Studies (MMS) from Jamnalal Bajaj Institute (Mumbai). Mr. Sukthankar has also completed the Advanced Management Program (AMP) from the Harvard Business School.

Mr. Sukthankar has been associated with the Bank since its inception in 1994 and has rich experience in areas such as Risk Management, Finance, Human Resources, Investor Relations and Corporate Communications, etc.

Prior to joining the Bank, Mr. Sukthankar worked in Citibank for around 9 years, in various departments including corporate banking, risk management, financial control and credit administration. Mr. Sukthankar has been a member of various Committees formed by Reserve Bank of India and Indian Banks' Association. At present, Mr. Sukthankar is the Deputy Managing Director of the Bank.

Mr. Sukthankar, along with his relatives, holds 8,45,905 equity shares in the Bank as on March 31, 2016.

Mr. Kaizad Bharucha

Mr. Kaizad Bharucha, aged 51 years, holds a Bachelor of Commerce degree from University of Mumbai. He has been associated with the Bank since 1995. In his current position as Executive Director, he is responsible for Wholesale Banking covering areas of Corporate Banking, Emerging Corporate Group, Business Banking, Capital Markets & Commodities Business, Agri Lending, Investment Banking, Financial Institutions & Government Business and Department for Special Operations.

In his previous position as Group Head - Credit & Market Risk, he was responsible for the Risk Management activities in the Bank viz., Credit Risk, Market Risk, Debt Management, Risk Intelligence and Control functions.

Mr. Bharucha has been a career banker with over 29 years of banking experience. Prior to joining the Bank, he worked in SBI Commercial and International Bank in various areas including Trade Finance and Corporate Banking.

He has represented HDFC Bank as a member of the working group constituted by the Reserve Bank of India to examine the role of Credit Information Bureau and on the sub-committee with regard to adoption of the Basel II guidelines.

Mr. Bharucha, along with his relatives, holds 8,84,955 equity shares in the Bank as on March 31, 2016.

Mr. Malay Patel

Mr. Malay Patel, aged 39 years, is a Major in Engineering (Mechanical) from Rutgers University, Livingston, NJ, USA, and an A.A.B.A. in business from Bergen County College, Fairlawn, NJ, USA. He is a director on the Board of Eewa Engineering Company Private Limited, a company in the plastics / packaging industry with exports to more than 50 countries. He has been involved in varied roles such as export/ import, procurement, sales and marketing, etc in Eewa Engineering Company Private Limited. Mr. Malay Patel has special knowledge and practical experience in matters relating to small scale industries in terms of Section 10-A (2)(a) of the Banking Regulation Act, 1949.

Mr. Malay Patel does not hold any shares in the Bank as on March 31, 2016.

Mr. Umesh Chandra Sarangi

Mr. Umesh Chandra Sarangi, aged 64 years, has been appointed as an Additional Director on the Board of the Bank with effect from March 1, 2016 to hold office till the conclusion of the ensuing Annual General Meeting of the Bank. Mr. Sarangi holds a Master's Degree in Science (Botany) from the Utkal University (gold medalist). Mr. Sarangi has 35 years of experience in the Indian Administrative Services and brought in significant reforms in modernization of agriculture, focus on agro processing and export. As the erstwhile Chairman of the National Bank for Agricultural and Rural Development (NABARD) from December 2007 to December 2010, Mr. Sarangi focused on rural infrastructure, accelerated initiatives such as microfinance, financial inclusion, watershed development and tribal development.

Mr. Sarangi has been appointed as a Director having specialized knowledge and experience in agriculture and rural economy pursuant to Section 10-A (2)(a) of the Banking Regulation Act, 1949.

Mr. Sarangi does not hold any shares in the Bank as on March 31, 2016.

BOARD MEETINGS

During the year under review, seven (7) Board Meetings were held. The meetings were held on April 23, 2015, July 21, 2015, August 27, 2015, September 29, 2015, October 21, 2015, January 25, 2016 and February 17, 2016.

Details of attendance at the Board Meetings held during the year under review, are as follows:

1. Mrs. Shyamala Gopinath, Mr. Bobby Parikh, Mr. Malay Patel, Mr. Keki Mistry and Mr. Paresh Sukthankar attended 7 Board meetings each

2. Mr. Partho Datta, Mr. A. N. Roy, Mr. Aditya Puri and Mr. Kaizad Bharucha attended 6 Board meetings each.

3. Mrs. Renu Karnad attended 5 Board meetings.

4. Dr. Pandit Palande attended 1 Board meeting. (Dr. Palande ceased to be a Director w.e.f close of business hours on April 23, 2015)

5. Mr. Umesh Chandra Sarangi has not attended any Board Meetings as he was appointed as an Additional Director w.e.f March 1, 2016.

ATTENDANCE AT LAST AGM

All the directors of the Bank who were on the Board of the Bank as on the date of previous Annual General Meeting held on July 21, 2015 attended the meeting

REMUNERATION OF DIRECTORS

Managing Director and other Executive Directors:

The details of the remuneration paid to Mr. Aditya Puri, Managing Director; Mr. Paresh Sukthankar, Deputy Managing Director and Mr. Kaizad Bharucha, Executive Director during the year 2015-16 are as under: (Amount in X)

The stock options granted to Mr. Aditya Puri, Mr. Paresh Sukthankar and Mr. Kaizad Bharucha have not been issued at discount. The vesting schedule for the stock options is - 40% of options after expiry of 1 year from date of grant, 30% options after expiry of 2 years from date of grant and 30% options after expiry of 3 years from date of grant. The options so vested are to be exercised within 4 years from the respective dates of vesting.

The criteria for evaluation of performance of Whole-Time Directors include performance vis-a-vis business plans, performance vis-a-vis banking system, and performance in relation to regulatory and compliance requirements.

All the Whole-Time Directors of the Bank have been appointed for a period of three years each. The notice period for each of them, as specified in their terms of appointments, is three months.

The remuneration, including grant of stock options, of Mr. Aditya Puri, Mr. Paresh Sukthankar and Mr. Kaizad Bharucha as above has been approved by the Reserve Bank of India (RBI).

The Bank provides for gratuity in the form of lump-sum payment on retirement or on death while in employment or on termination of employment of an amount equivalent to 15 (Fifteen) days basic salary payable for each completed year of service.

The Bank makes annual contributions to funds administered by trustees and managed by insurance companies for amounts notified by the said insurance companies. The Bank accounts for the liability for future gratuity benefits based on an independent external actuarial valuation carried out annually.

Perquisites (evaluated as per Income Tax Rules, 1962 wherever applicable and at actual cost to the Bank otherwise) such as the benefit of the Bank's furnished accommodation, gas, electricity, water and furnishings, club fees, personal accident insurance, use of car and telephone at residence, medical reimbursement, leave and leave travel concession and other benefits like provident fund, superannuation and gratuity are provided in accordance with the rules of the Bank in this regard.

No sitting fees are paid to Mr. Puri, Mr. Sukthankar and Mr. Bharucha for attending meetings of the Board and / or its Committees.

DETAILS OF REMUNERATION / SITTING FEES PAID TO DIRECTORS

All the non-executive directors other than the Chairperson receive remuneration only by way of sitting fees for each meeting of the Board and its various committees. No stock options are granted to any of the non-executive directors.

During the year, Mrs. Shyamala Gopinath was paid remuneration of X 30,00,000. Mrs. Gopinath is also paid sitting fees for attending Board and Committee meetings. The remuneration of the Chairperson has been approved by the Reserve Bank of India.

Pursuant to the provisions of Companies Act, 2013, Directors are paid sitting fees @ X 50,000 and X 100,000 for attending Committee & Board meetings respectively

COMPOSITION OF COMMITTEES OF DIRECTORS AND  ATTENDANCE AT THE MEETINGS

The Board has constituted various Committees of Directors to take informed decisions in the best interest of the Bank. These Committees monitor the activities falling within their terms of reference.

The Board's Committees are as follows:

Audit Committee:

The Audit Committee of the Bank comprises Mrs. Shyamala Gopinath, Mr. Bobby Parikh, Mr. Partho Datta and Mr. A. N. Roy. During the year, Dr. Pandit Palande ceased to be a member of the Audit Committee, pursuant to his cessation as Director, and Mr.A.N.Roy was appointed as a member on the Committee during the year. The Committee is chaired by Mrs. Shyamala Gopinath. All the members of the Committee are independent directors. Mr. Sanjay Dongre, Company Secretary of the Bank, acts as the Secretary of the Committee.

The Committee met nine (9) times during the year on April 22, 2015; May 6, 2015; July 20, 2015; August 28, 2015; October 20, 2015; November 20, 2015; January 22, 2016; February 26, 2016 and March 16, 2016.

The brief terms of reference of the Audit Committee include, inter-alia, the following:

a) Overseeing the Bank's financial reporting process and ensuring correct, adequate and credible disclosure of financial information;

b) Recommending appointment and removal of external auditors and fixing of their fees;

c) Reviewing with management the annual financial statements before submission to the Board with special emphasis on accounting policies and practices, compliance with accounting standards and other legal requirements concerning financial statements;

d) Reviewing the adequacy of the Audit and Compliance functions, including their policies, procedures, techniques and other regulatory requirements; and

e) Any other terms of reference as may be included from time to time in the Companies Act, 2013, SEBI Listing Regulations, 2015, including any amendments/ re-enactments thereof from time to time.

The Board has also adopted a Charter for the Audit Committee in accordance with certain United States regulatory standards as the Bank's securities are also listed on the New York Stock Exchange.

Nomination and Remuneration Committee:

The brief terms of reference of the Nomination and Remuneration Committee includes scrutinizing the nominations of the directors with reference to their qualifications and experience, for identifying 'Fit and Proper' persons, assessing competency of the persons and reviewing compensation levels of the Bank's employees vis-a-vis other banks and the banking industry in general.

The following are the criteria to assess competency of the persons nominated:

• academic qualifications,

• previous experience,

• track record; and

• integrity of the candidates.

For assessing the integrity and suitability, features like criminal records, financial position, civil actions undertaken to pursue personal debts, refusal of admission to and expulsion from professional bodies, sanctions applied by regulators or similar bodies and previous questionable business practices are considered.

The Bank's compensation policy provides a fair and consistent basis for motivating and rewarding employees appropriately according to their job profile / role size, performance, contribution, skill and competence.

The Committee also formulates criteria for evaluation of performance of individual directors, the Board of Directors and its Committees. The criteria for evaluation of performance of directors include personal attributes such as attendance at meetings, communication skills, leadership skills and adaptability and professional attributes such as understanding of the Bank's core business and strategic objectives, industry knowledge, independent judgment, adherence to the Bank's Code of Conduct, Ethics and Values, etc.

Mrs. Shyamala Gopinath, Mr. Partho Datta, Mr. Bobby Parikh and Mr. A. N. Roy are the members of the Committee. During the year, Dr. Pandit Palande ceased to be a member of the Committee, pursuant to his cessation as Director. Mr. A. N. Roy was appointed as a member of the Committee during the year. Mr. Bobby Parikh is the Chairman of the Committee.

All the members of the Committee are independent directors.

The Committee met nine (9) times during the year on April 22, 2015; May 6, 2015; May 11, 2015; July 20, 2015; August 1, 2015; October 20, 2015; November 20, 2015; January 22, 2016 and March 16, 2016

Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee approves and monitors transfer, transmission, splitting and consolidation of shares and considers requests for dematerialization of shares. Allotment of shares to the employees on exercise of stock options granted under the various Employees Stock Option Schemes which are made in terms of the powers delegated by the Board in this regard, are placed before the Committee for ratification. The Committee also monitors redressal of complaints from shareholders relating to transfer of shares, non-receipt of Annual Report, dividends etc.

The Committee is comprised of Mr. A. N. Roy, Mrs. Renu Karnad, Mr. Aditya Puri and Mr. Paresh Sukthankar. The Committee is chaired by Mr. A. N. Roy, who is an independent director. The powers to approve share transfers and dematerialization requests have been delegated to executives of the Bank to avoid delays that may arise due to non-availability of the members of the Committee. Mr. Sanjay Dongre, Executive Vice - President (Legal) & the Company Secretary of the Bank is the Compliance Officer responsible for expediting the share transfer formalities.

As on March 31, 2016, seven (7) instruments of transfer for 3,300 equity shares were pending for transfer and these have since been processed. The details of the transfers are reported to the Board from time to time.

During the year ended March 31, 2016, 2668 complaints were received from the shareholders. The Bank had attended to all the complaints. 10 complaints remained pending and 4 complaints have not been solved to the satisfaction of the shareholders as on March 31, 2016. Besides, 5671 letters were received from the shareholders relating to change of address, nomination requests, email id and contact details updation, IFSC / MICR code updation, ECS / NECS Mandates, claim of shares from Unclaimed Suspense account, queries relating to the annual reports, sub-division of shares of face value of X 10/- each to X 2/- each, amalgamation, request for revalidation of dividend warrants and other investor related matters. These letters have also been responded to.

The Committee met four (4) times during the year on April 23, 2015; July 21, 2015; October 19, 2015 and January 22, 2016.

Risk Policy and Monitoring Committee:

The Risk Policy and Monitoring Committee has been formed as per the guidelines of Reserve Bank of India on Asset Liability Management / Risk Management Systems. The Committee develops Bank's credit and market risk policies and procedures, verifies adherence to various risk parameters and prudential limits  for treasury operations and reviews its risk monitoring system. The Committee also ensures that the Bank's credit exposure to any one group or industry does not exceed the internally set limits and that the risk is prudentially diversified.

The Committee consists of Mrs. Renu Karnad, Mrs. Shyamala Gopinath, Mr. Partho Datta, Mr. Aditya Puri and Mr. Paresh Sukthankar. The Committee is chaired by Mrs. Renu Karnad.

The Committee met five (5) times during the year on April 23, 2015; June 25, 2015; July 21, 2015; October 21, 2015 and January 22, 2016.

Credit Approval Committee:

The Credit Approval Committee approves credit exposures, which are beyond the powers delegated to executives of the Bank. This facilitates quick response to the needs of the customers and speedy disbursement of loans.

The Committee consists of Mr. Bobby Parikh, Mr. Keki Mistry, Mr. Aditya Puri and Mr. Kaizad Bharucha.

The Committee met eight (8) times during the year on April 23, 2015; July 16, 2015; August 25, 2015;  September 19, 2015; October 14, 2015; December 1, 2015; January 25, 2016 and March 22, 2016.

Premises Committee:

The Premises Committee approves purchases and leasing of premises for the use of Bank's branches, back offices, ATMs and residence of executives in accordance with the guidelines laid down by the Board.

The Committee consists of Mrs. Renu Karnad, Mr. Aditya Puri and Mr. Malay Patel. During the year, Dr. Pandit Palande ceased to be a member of the Committee pursuant to his cessation as Director. Mr. Malay Patel was appointed as a member of the Committee during the year.

The Committee met four (4) times during the year on April 23, 2015; July 21, 2015; October 19, 2015 and January 25, 2016.

Fraud Monitoring Committee:

Pursuant to the directions of the RBI, the Bank has constituted a Fraud Monitoring Committee, exclusively dedicated to the monitoring and following up of cases of fraud involving amounts of Rs. 1 crore and above.

The objectives of this Committee are the effective detection of frauds and immediate reporting of the frauds and actions taken against the perpetrators of frauds to the concerned regulatory and enforcement agencies. The terms of reference of the Committee are as under:

a. Identify the systemic lacunae, if any, that facilitated perpetration of the fraud and put in place measures to plug the same;

b. Identify the reasons for delay in detection, if any and report to top management of the Bank and RBI;

c. Monitor progress of Central Bureau of Investigation / Police Investigation and recovery position;

d. Ensure that staff accountability is examined at all levels in all the cases of frauds and staff side action, if required, is completed quickly without loss of time;

e. Review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls; and

f. Put in place other measures as may be considered relevant to strengthen preventive measures against frauds.

The members of the Committee are Mrs. Shyamala Gopinath, Mr. Partho Datta, Mr. A. N. Roy, Mr. Keki Mistry, Mr. Malay Patel and Mr. Aditya Puri. During the year, Dr. Pandit Palande ceased to be a member of the Committee pursuant to his cessation as Director. Mr. Malay Patel was appointed as a member of the Committee during the year.

The Committee met five (5) times during the year on April 22, 2015; July 17, 2015; August 28, 2015; October 19, 2015 and January 25, 2016.

Customer Service Committee:

The Customer Service Committee monitors the quality of services rendered to the customers and also ensures implementation of directives received from the RBI in this regard. The terms of reference of the Committee are to formulate comprehensive deposit policy incorporating the issues arising out of the demise of a depositor for operation of his account, the product approval process, annual survey of depositor satisfaction and the triennial audit of such services.

The members of the Committee are Mrs. Shyamala Gopinath, Mr. A. N. Roy, Mr. Keki Mistry, Mr. Malay Patel and Mr.Aditya Puri.During the year, Dr. Pandit Palande ceased to be a member of the Committee pursuant to his cessation as Director. Mr. Malay Patel was appointed as a member of the Committee during the year.

The Committee met five (5) times during the year on  April 22, 2015; July 17, 2015; October 19, 2015; January 25, 2016 and February 8, 2016.

Corporate Social Responsibility Committee:

The Board has constituted a Corporate Social Responsibility (CSR) Committee with the following terms of reference:

• To formulate the Bank's CSR Strategy, Policy and Goals

• To monitor the Bank's CSR policy and performance

• To review the CSR projects / initiatives from time to time

• To ensure legal and regulatory compliance from a CSR viewpoint

• To ensure reporting and communication to stakeholders on the Bank's CSR

The members of the CSR Committee are Mrs. Renu Karnad, Mr. Partho Datta, Mr. Bobby Parikh, Mr. Aditya Puri and Mr. Paresh Sukthankar.

The Committee met three (3) times during the year on July 21, 2015; October 19, 2015; and January 22, 2016

Review Committee for Willful Defaulters' Identification:

The Board has constituted a Review Committee for Willful Defaulters' Identification to review the orders passed by the Committee of Executives for Identification of Willful Defaulters and provide the final decision with regard to identified willful defaulters. Mrs. Shyamala Gopinath, Mr. Aditya Puri, Mr. Bobby Parikh, Mr. Partho Datta and Mr. A. N. Roy are the members of the Committee. The Committee is chaired by Mrs. Shyamala Gopinath or Mr. Aditya Puri in her absence.

The Committee met twice during the year on August 28, 2015 and January 25, 2016.

Review Committee for Non-Cooperative Borrowers:

The Board has constituted a Review Committee to review matters related to Non-Co-operative Borrowers which are handled by the Internal Committee of Executives appointed for this purpose. Mrs. Shyamala Gopinath, Mr. Aditya Puri, Mr. Bobby Parikh, Mr. Partho Datta and Mr. A. N. Roy are the members of the Committee. The Committee is chaired by Mrs. Shyamala Gopinath or Mr. Aditya Puri in her absence. No meetings of the Committee were held during the year.

Meeting of the Independent Directors:

The Independent Directors of the Bank held a meeting on March 16, 2016 without the presence of the non-independent Directors and Senior management team of the Bank. All the Independent Directors attended the meeting. The Independent Directors discussed matters as required under the relevant provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015.

OWNERSHIP RIGHTS

Certain rights that a shareholder in a company enjoys:

• To transfer the shares and receive the share certificates upon transfer within the period prescribed in the SEBI Listing Regulations, as amended from time to time.

• To receive notice of general meetings, annual report, the balance sheet and profit and loss account and the auditors' report. To attend and speak in person, at general meetings.

• To appoint proxy to attend and vote at the general meetings. In case the member is a body corporate, to appoint a representative to attend and vote at the general meetings of the company on its behalf.

• Proxy can vote on a poll. In case of vote on poll, the number of votes of a shareholder is proportionate to the number of equity shares held by him.

• In terms of Section 12 of the Banking Regulation Act, 1949 as amended with effect from January 18, 2013 vide the Banking Laws Amendment Act, 2012, no person holding shares in a banking company shall, in respect of any shares held by him, exercise voting rights on poll in excess of ten per cent of the total voting rights of all the shareholders of the banking company, provided that RBI may increase, in a phased manner, such ceiling on voting rights from ten per cent to twenty-six per cent. The Master Direction - Ownership in Private Sector Banks, Directions, 2016 issued by RBI on May 12, 2016, states that the current level of ceiling on voting rights is at fifteen per cent.

• To requisition an extraordinary general meeting of the Bank by shareholders who collectively hold not less than 1/10th of the total paid-up capital of the company.

• To move amendments to resolutions proposed at general meetings.

• To receive dividend and other corporate benefits like rights, bonus shares etc. as and when declared / announced.

• To inspect various registers of the company, minute books of general meetings and to receive copies thereof after complying with the procedure prescribed in the Companies Act, 2013 as amended from time to time.

• To make nomination in respect of shares held by the shareholder.

• To participate in, and be sufficiently informed of the decisions concerning fundamental corporate changes.

• To be informed of the rules, including voting procedures that govern general shareholder meetings.

• To have adequate mechanism to address the grievances of the shareholders.

• To ensure protection of minority shareholders from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and effective means of redress.

DISCLOSURES

Material Subsidiary

The Bank has 2 subsidiaries namely- HDB Financial Services Limited and HDFC Securities Limited, neither of which qualifies to be a material subsidiary within the meaning of the SEBI Listing Regulations. However, as a good corporate governance practice, the Bank has formulated a policy for determining material subsidiary. The policy is available on the Bank's website at <http://www.hdfcbank.com/htdocs/common/pdf/Policy-for->determining-material-subsidiary.pdf.

Related Party Transactions

During the year the Bank has not entered into any materially significant transactions with the promoters, directors, the management, subsidiaries or relatives of the Directors, which could lead to a potential conflict of interest between the Bank and these parties, other than the transactions entered into in the normal course of business. Transactions with related parties entered into by the Bank in the normal course of business were placed before the Audit Committee. There were no material individual transactions with related parties, which were not in the normal course of business, nor were there any material transactions with related parties or others, which were not at an arm's length basis. Details of related party transactions entered into during the year ended March 31, 2016 are given in Schedule 18, Note No. 27 forming part of 'Notes to Accounts'. The Bank has put in place a policy to deal with related party transactions and the same has been uploaded on the Bank's web-site at <http://> www.hdfcbank.com/ htdocs/common/pdf/policy_for_dealing_with_ related_party_transactions.pdf

Commodity Price Risks and Foreign Exchange Risks and hedging activities

Being in the banking business, the Bank does not deal in any "commodity". The Bank may, however, be exposed to the commodity price risks of its customers in its capacity as lender/ banker.

The Bank being an authorised dealer, deals in foreign exchange and derivative transactions with various counterparties, both interbank and customers, in accordance with the RBI guidelines. Thus, as part of foreign exchange trading, the Bank enters into foreign exchange contracts such as spot, outright forwards, forex swaps, currency options, long term forwards, currency and interest rate swaps and exchange traded products in specific currency pairs. These contracts are managed in the trading portfolio within the forex trading risk limits viz. Net overnight open position limit, Intraday open position limit, Gap limits, Value-at-Risk limit, Stop Loss Trigger Level, Sensitivity limit and Delta stipulated as part of the Bank's Treasury Limits Package. In addition, Bank also enters into foreign exchange contracts to hedge the currency risk in the balance sheet on account of foreign currency deposits and loans, which are managed as hedge positions as per extant guidelines.

The Foreign exchange spot, forward and swap contracts outstanding as on the Balance Sheet date, that are held for trading, are revalued at the closing spot and forward rates respectively as notified by FEDAI (Foreign Exchange Dealers' Assocation of India) and at interpolated rates for contracts of interim maturities. The USD-INR rate for valuation of contracts having longer maturities i.e. greater than one year, is implied from MIFOR and LIBOR curves. For other currency pairs, where the rates / tenors are not published by FEDAI, the forward points are obtained from Reuters for valuation of the Foreign Exchange deals. The forex profit or loss is arrived on present value basis thereafter, as directed by FEDAI, whereby the forward profits or losses on the deals, as computed above, are discounted till the valuation date using the discounting yields. The resulting profit or loss on valuation is recognised in the Statement of Profit and Loss.

Currency future contracts are marked to market daily using settlement price on a trading day, which is the closing price of the respective futures contracts on that day. The daily settlement price is computed on the basis of the last half an hour weighted average price of such contract, while, the final settlement price is taken as the RBI reference rate on the last trading day of the  future contracts or as may be specified by the relevant authority from time to time. All open positions are marked to market based on the settlement price and the resultant marked to market profit / loss is settled daily with the exchange.

Foreign exchange forward contracts outstanding on the balance sheet date that are not intended for trading and are entered into to establish the amount of reporting currency required or available on the settlement date of a transaction, to meet a balance sheet transaction, are effectively valued at the closing spot rate. The premia or discount arising at the inception of such forward exchange contract is amortised as expense or income over the life of the contract.

Contingent liabilities on account of foreign exchange contracts, currency future contracts, guarantees, letters of credit, acceptances and endorsements are reported at closing rates of exchange notified by FEDAI as at the Balance Sheet date.

Accounting Treatment

The financial statements have been prepared and presented under the historical cost convention and accrual basis of accounting, unless otherwise stated and are in accordance with Generally Accepted Accounting Principles in India ('GAAP'), statutory requirements prescribed under the Banking Regulation Act 1949, circulars and guidelines issued by the Reserve Bank of India ('RBI') from time to time, Accounting Standards ('AS') specified under section 133 of the Companies Act, 2013, in so far as they apply to banks and current practices prevailing within the banking industry in India.

There are no deviations from the statutory provisions.

Whistle Blower Policy/ Vigil Mechanism

The details of establishment of whistle blower policy/ vigil mechanism are furnished in the Directors' Report. None of the Bank's personnel have been denied access to the Audit Committee.

Remuneration and Selection criteria for Directors

The relevant details are furnished in the Directors' Report.

Appointment / Resignation of Director

During the year, Dr. Pandit Palande ceased to be a Director of the Bank at the close of business hours on April 23, 2015, on completing eight years as Director, the maximum term permitted for directorship as per the Banking Regulation Act, 1949. Mr. Umesh Chandra Sarangi was appointed as Additional Director with effect from March 1, 2016 to hold office till the conclusion of the ensuing Annual General Meeting of the Bank. Mr. Sarangi has been appointed as Director having specialized knowledge and experience in agriculture and rural economy pursuant to the Banking Regulation Act, 1949.

Familiarization of Independent Directors

The details of familiarization programmes imparted to Independent Directors are available on the website of the Bank at <http://www>. hdfcbank.com/aboutus/cg/Familiarization.htm.

Strictures and Penalties

During the current year there were no penalties imposed on the Bank.

During the financial year 2014-15, the RBI carried out a scrutiny of a corporate borrower's accounts maintained with 12 banks, including HDFC Bank. The RBI had issued show cause notices to these banks in March 2014 and based on its assessment, the RBI in its press release dated July 25, 2014, levied penalties totalling Rs. 1.5 crore on the 12 banks. The RBI levied a penalty of Rs. 0.05 crore on HDFC Bank on the grounds that the Bank failed to exchange information about the conduct of the corporate borrower's account with other banks at intervals as prescribed in the RBI guidelines on 'Lending under Consortium Arrangement / Multiple Banking Arrangements'. The penalty has since been paid.

During the previous year 2014-15, FIU had imposed a penalty of Rs 26 lakhs in 26 cases reported by Cobrapost.com, stating that there was a failure in the Bank's internal mechanism for detecting and reporting attempted suspicious transactions. The Bank has filed an appeal before the Appellate Tribunal, Prevention of Money Laundering Act at New Delhi against the impugned order stating that there were only roving enquiries made by the reporters of Cobrapost. com and there were no instances of any attempted suspicious transactions. The hearing of the appeal is still in progress.

During 2013-14 a www.Cobrapost.com release claimed to have carried out a sting operation named "Operation Red Spider" on banks over a period of several months. The allegations made in the release indicated that banks including HDFC Bank could assist in channelizing vast amounts of black money into the regular banking system as laundered white money. The Bank had immediately engaged the services of M/s Amarchand & Mangaldas and Suresh A. Shroff & Co., to coordinate and advise the Bank on legal issues in respect of the potential allegations posted by Cobrapost.com M/s Deloitte Touche Tohmatsu India Pvt. Ltd was appointed by the said firm to carry out an independent forensic investigation. Further, the RBI had also conducted a special scrutiny into the matter. The scrutiny did not bring out any incident of money laundering. However certain irregularities/ violations were found by the RBI with respect to adherence to KYC for walk-in customers for sale of third party insurance products, arrangement of at-par payments of cheques drawn by co-operative banks, exceptions in risk profiling in some cases, sale of gold coins against cash in excess of INR 50,000/- in few cases etc. Based on its assessment, the RBI imposed a monetary penalty of INR 4.5 crore on the Bank in June 2013, which has since been paid. In the light of the observations / violations reported by RBI, the Bank has taken steps to further strengthen its controls and processes in the said areas including discontinuation of sale of third party products and gold to non-customers and further tightening the process with respect to arrangement with co-operative banks and risk profiling of customers.

Other than the above, no penalties or strictures were imposed on the Bank by any of the Stock Exchanges or any statutory authority on any matter relating to capital markets, during the last three (3) years.

COMPLIANCE WITH MANDATORY REQUIREMENTS

The Bank has complied with all the applicable mandatory requirements of the Code of Corporate Governance as prescribed under the SEBI Listing Regulations.

PERFORMANCE EVALUATION

The Bank has put in place a mechanism for performance evaluation of the Directors. The details of the same have been included in the Directors' Report.

COMPLIANCE WITH NON-MANDATORY REQUIREMENTS

a) Board of Directors

The Bank maintains the expenses relating to the office of non-executive Chairperson of the Bank and reimburses all the expenses incurred in performance of her duties. Pursuant to Section 10-A (2)(a) of the Banking Regulation Act, 1949, none of the directors, other than the Chairman and/or whole-time directors, is permitted to hold office continuously for a period exceeding 8 (eight) years. All the independent directors of the Bank possess requisite qualifications and experience which enable them to contribute effectively to the Bank.

b) Shareholder's Rights

The Bank publishes its results on its website at www.hdfcbank.com which is accessible to the public at large. The same are also available on the websites of the Stock Exchanges on which the Bank's shares are listed. A half-yearly declaration of financial performance including summary of the significant events is presently not being sent separately to each household of shareholders. The Bank's results for each quarter are published in an English newspaper having a wide circulation and in a Marathi newspaper having a wide circulation in Maharashtra. Hence, half-yearly results are not sent to the shareholders individually.

c) Audit Qualifications

During the period under review, there is no audit qualification in the Bank's financial statements. The Bank continues to adopt best practices to ensure regime of unqualified financial statements.

d) Separate posts of Chairman and Managing Director/  CEO

Mrs. Shyamala Gopinath is the Chairperson of the Bank and Mr. Aditya Puri is the Managing Director of the Bank.

e) Reporting of Internal Auditor

The Internal Auditor of the Bank reports directly to the Audit Committee of the Bank.

FINANCIAL CALENDAR [April 1, 2016 to March 31, 2017]  

Board Meeting for Consideration of accounts : April 22, 2016

Dispatch of Annual Reports : June 22, 2016 to June 27, 2016

Record date for purpose of determining eligibility of dividend Electronic and physical: June 30, 2016

Last date for receipt of proxy forms July 19, 2016

Date, Time and Venue:  of 22nd AGM July 21, 2016 at 02:30 pm:Birla Matushri Sabhagar 19, New Marine lines, Mumbai - 400020

Dividend Declaration : Date July 22, 2016

Probable date of payment of dividend Electronic : July 22, 2016 onwards

Physical: July 27, 2016 onwards

Board Meeting for considering unaudited results for first three quarters of FY 2016-17:

CODE OF CONDUCT

The Bank has framed and adopted a Code of Conduct, which is approved by the Board. The Code is applicable to all directors and senior management personnel of the Bank. This Code has been posted on the Bank's website www.hdfcbank.com All the Directors and senior management personnel have affirmed compliance with the Code of Conduct/Ethics as approved and adopted by the Board.

LISTING  

Listing on Indian Stock Exchanges :

The equity shares of the Bank are listed at the following Stock Exchanges and the annual fees for 2016-17 have been paid :

Sr. No. NAME AND ADDRESS OF THE STOCK EXCHANGE STOCK CODE

1. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 023.

STOCK CODE: 500180

2. The National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Bandra Kurla Complex, Mumbai 400 051.

STOCK CODE: HDFCBANK

Names of Depositories in India for dematerialisation of equity shares (ISIN No. INE040A01026)

• National Securities Depository Limited (NSDL)

• Central Depository Services (India) Limited (CDSL)

International Listing :

Security description :

The American Depository Shares (ADS) (CUSIP No. 40415F101)

Name & Address of the International Stock Exchange  :

The New York Stock Exchange (Ticker - HDB) 11, Wall Street, New York, N.Y. 10005

Name & Address of Depository  

J P Morgan Chase Bank, N.A. 4, New York Plaza, 12th Floor, New York, NY 10004

Security description  :

Global Depository Receipts (GDRs) (ISIN/ Trading Code : US40415F2002)

Name & Address of the International Stock Exchange  

Luxembourg Stock Exchange

Postal Address :

Societe De La Bourse De Luxembourg Societe Anonyme, 35A Boulevard Joseph II L-1840 Luxembourg.

Mailing Address :

B.P. 165, L - 2011, Luxembourg

Name & Address of  Depository

J P Morgan Chase Bank, N.A. 4, New York Plaza, 12th Floor, New York, NY 10004

The Depository for ADS and GDRs is represented in India by: J. P. Morgan Chase Bank N.A., India Sub Custody, J P Morgan Chase Bank NA, 6th Floor, Paradigm "B" Wing, Behind Toyota Showroom, Mindspace, Malad (West), Mumbai - 400 064.

SHARE TRANSFER PROCESS

The Bank's shares which are in compulsory dematerialized (demat) list are transferable through the depository system. Shares in physical form are processed by the Registrars and Share Transfer Agents, Datamatics Financial Services Limited and approved by the Stakeholders' Relationship Committee of the Bank or authorized officials of the Bank. The share transfers are generally processed within a period of fifteen (15) days from the date of receipt of the transfer documents by Datamatics Financial Services Limited.

MEANS OF COMMUNICATION

The quarterly and half-yearly unaudited / audited financial results are published in Business Standard in English and Mumbai Sakal / Navshakti in Marathi (regional language). The results are also displayed on the Bank's web-site at www.hdfcbank.com The shareholders can visit the Bank's web-site for financial information, shareholding information, dividend policy, key shareholders' agreements, if any, Memorandum and Articles of Association of the Bank, etc. The web-site also gives a link to www.sec.gov where the investors can view statutory filings of the Bank with the Securities and Exchange Commission, USA.

The information relating to the Bank's financial results and shareholding pattern are displayed on the websites of the Stock Exchanges on which the Bank's shares are listed.

Other information such as press releases, stock exchange disclosures and presentations made to investors and analysts etc. are regularly displayed on the Bank's web-site.

CODE FOR PREVENTION OF INSIDER TRADING

The Bank has adopted a share dealing code for the prevention of insider trading in the shares of the Bank as well as in other listed companies. The share dealing code, inter-alia, prohibits purchase / sale of shares of the Bank by insiders while in possession of unpublished price sensitive information in relation to the Bank.

DEBENTURETRUSTEES

SEBI vide circular number CIR/IMD/CDF/18/2013 dated October 29, 2013 requires companies, which have listed their debt securities, to disclose the names of their debenture trustees with contact details in their Annual Report. The following are the debenture trustees for the privately placed bonds of the Bank:

1. IDBI Trusteeship Services Ltd, Asian Building, Ground Floor, 17 R Kamani Marg, Ballard Estate, Mumbai 400001. Tel : 022-40807000

2. Axis Trustee Services Limited, Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli Mumbai 400025. Tel : 022-24255215/16

3. IL&FS Trust Company Limited, The IL&FS Financial Centre, Plot C-22/G Block, Bandra Kurla Complex, Bandra East Mumbai 400051. Tel : 022-26593112

SHAREHOLDERS' HELPDESK

Share transfers, dividend payments and all other investor related activities are attended to and processed at the office of Registrars and Transfer Agents.

For lodgement of transfer deeds and any other documents or for any grievances / complaints, shareholders / investors may contact at the following address :

Mr. C. R. Rao / Ms. Manisha Parkar / Mr. Tukaram Thore

Datamatics Financial Services Ltd, Plot No. B 5, Part B Crosslane, MIDC, Marol, Andheri (East), Mumbai 400 093, Tel : +91-022- 66712213-14 Fax : +91-022 - 66712011; E-mail : hdinvestors@dfssl.com

Counter Timings : 10:00 a.m. to 4:30 p.m. (Monday to Friday except public holidays)

For the convenience of investors, transfers up to 500 shares and complaints from investors are accepted at the Bank's Office at 2nd Floor, Trade House, Senapati Bapat Marg, Kamala Mills Compound, Lower Parel (West), Mumbai 400 013.

Shareholders' Helpdesk Timings : 10:30 a.m. to 3.30 p.m. Between Monday to Friday (except on Bank holidays) Telephone : +91-022-2498 8484 Extn : 3458, 3463 & 3621 Fax : +91-022-2496 5235 Email : shareholder.grievances@hdfcbank.com

Queries relating to the Bank's operational and financial performance may be addressed to : shareholder.grievances@hdfcbank.com

Name of the Compliance Officer of the Bank : Mr. Sanjay Dongre, Executive Vice President (Legal) & Company Secretary Telephone : +91-022-2498 8484 Extn : 3473

BANKING CUSTOMER HELPDESK

In the event of any queries / complaints, banking customers can directly approach the Branch Manager or can call/write to the Bank using the following contact details :

Call at: Our customer care (Phone Banking) numbers.

Location wise list of customer care numbers are available at: <http://www.hdfcbank.com/personal/find-your-nearest/> find-phone-banking

Write to:

HDFC Bank Ltd., New Building, "A" Wing, 2nd Floor, 26-A Narayan Property, Chandivali Farm Road, Off Saki Vihar Road, Chandivali, Andheri (East), Mumbai - 400 072. Email : support@hdfcbank.com

Contact us online:

Fill up the "Complaint Form" available at the following website

link : <https://leads.hdfcbank.com/applications/webforms/apply/> complaint_form.asp

For grievances other than Shareholder grievances please send your communication to the following email addresses:

1) Depository Services: dphelp@hdfcbank.com

2) Retail Banking / ATM / Debit Cards / Mutual Fund: support@hdfcbank.com

3) Loans, Advances / Advance against shares: loansupport@hdfcbank.com

4) Credit Cards : customerservices.cards@hdfcbank.com

PLANT LOCATIONS

Being in the banking business, the Bank does not have plants. However, the Bank has 4,520 branches in 2,587 cities / towns as on March 31, 2016. The locations of the branches are also displayed on the Bank's website.

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Secretarial Auditors have certified that the Bank has complied with the conditions of Corporate Governance as stipulated in the listing requirements of the Indian Stock Exchanges where the Bank's securities are listed. The same is annexed to the Annual Report.

The Certificate from the Secretarial Auditors will be sent to the Stock Exchanges along with the Annual Report of the Bank.

On behalf of the Board of Directors

Shyamala Gopinath

Chairperson  

Place : Mumbai,

date : May 19, 2016