28 Apr 2017 | Livemint.com

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IDBI Bank Ltd.

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IDBI Bank Ltd. Accounting Policy

Corporate Governance Report

Brief Statement on the Bank's philosophy on code of Governance

The Bank is committed to upholding the highest standards of corporate governance in its operations. Its policies and practices are not only in line with the statutory requirement, but also reflect its commitment to operate in the best interest of its stakeholders. The responsibility for maintaining high governance standards lies with the Bank's Board of Directors and various Board Committees, which are empowered to monitor implementation of the best corporate governance practices, including making of necessary disclosures within the framework of legal and regulatory provisions and banking conventions.

In this direction, the Bank is committed to ensure that its Board of Directors continues to be constituted according to the prescribed norms, meets regularly according to the prescribed frequency, provides effective leadership, exercises control over the management, monitors executive performance and makes appropriate disclosures. Besides, the other policy directives of the Bank are to establish a strategic control framework and continuously review its efficacy; set up clearly documented and transparent management processes to develop, implement and review policies, take decisions, monitor, control and report. The Bank provides free access of relevant information and resources to the Board, enabling it to carry out its role effectively.

Board of Directors:

The Bank's Board of Directors is broad-based and its constitution is governed by the provisions of the Banking Regulation Act, 1949, the Companies Act, 2013, the Articles of Association of the Bank and the requirements of corporate governance, as envisaged in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).The Board functions directly as well as through various board committees constituted to provide focussed governance in the important functional areas of the Bank.

As on March 31, 2016, the Board comprised of seven Directors, including Managing Director and CEO (MD & CEO), Deputy Managing Director (DMD), one Non-Executive Director and four Independent Directors. Shri Kishor Kharat, MD & CEO and Shri B. K. Batra, DMD as Executive Directors, Ms. Snehlata Shrivastava, Central Government official Nominee as Non-Executive Director, Shri S. Ravi, Shri Ninad Karpe, Shri Pankaj Vats and Shri Gyan Prakash Joshi as Independent Directors constituted the Board as on March 31, 2016. The present strength of seven Directors on the Board, as against the composition for maximum strength of 13 Directors provided under Article 116(1) of the Articles of Association meets the requirement provided under Article 114(a) of the Articles of Association.

Relationship between Directors inter-se

No Director on the Bank's Board is related to any other Director.

Board Meetings

During the period under review (April 01, 2015 - March 31, 2016), 12 Board Meetings were held on May 1, 2015, May 26, 2015, June 29, 2015, July 15, 2015, August 12, 2015, August 28, 2015, September 30, 2015, November 4, 2015, December 16, 2015, February 12, 2016, February 19-20, 2016 (Strategy Meet) and March 22, 2016. Out of these, four meetings of May 1, 2015, June 29, 2015, July 15, 2015 and February 19-20, 2016 were held in New Delhi, and all other meetings were held in Mumbai.

Details in respect of each Director of the Bank regarding attendance at Board Meetings, attendance at the last Annual General Meeting (AGM), directorships in other companies and memberships of committees are given in Table 1.

A. Board Committees

The Board has a total of 16 committees, namely:

Audit Committee of the Board

Business Review Committee

Executive Committee

Stakeholders' Relationship Committee

Frauds Monitoring Committee

Risk Management Committee

Corporate Social Responsibility Committee

Non-Cooperative Borrowers' Review Committee

Customer Service Committee

Information Technology Committee

Remuneration Committee

Nomination Committee

HR Steering Committee

Recovery Review Committee

Independent Directors' Committee

Wilful Defaulters' Review Committee

Composition and brief terms of reference  

AUDIT COMMITTEE OF THE BOARD (ACB) COMPOSITION AND BRIEF TERMS OF REFERENCE

As on March 31,2016, the Audit Committee of the Board (ACB) comprised of six members with one Executive Director/ Whole-Time Director (DMD), Government Director and four Independent Directors. Shri S. Ravi, a Chartered Accountant and an Independent Director, was the Chairman of the Audit Committee and Shri B. K. Batra, DMD, Ms. Snehlata Shrivastava, Government Director, Shri Ninad Karpe, Shri Pankaj Vats and Shri Gyan Prakash Joshi were the other members. The role and powers of the ACB are in line with the provisions of the Companies Act, 2013, relevant RBI guidelines and Regulation 18 read with Part C of Schedule II of the Listing Regulations, which among other things, includes the following:

Powers of the Audit Committee

i. Can investigate any activity within its terms of reference;

ii. Can seek information from any employee;

iii. Can obtain outside legal or other professional advice, wherever required;

iv. Can secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of the Audit Committee

1. Oversees the Bank's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommends the appointment, remuneration and terms of appointment of auditors of the Bank;

3. Approves payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviews with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement which needs to be a part of the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;  

C. Major accounting entries involving estimates based on the exercise of judgment by the management;

e. Major accounting entries involving estimates based on the exercise of judgment by the management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report.

5. Reviews, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviews, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviews and monitors the auditor's independence and performance, and effectiveness of audit process;

8. Approves transactions of the Bank with related parties;

9. Scrutinises inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Bank, wherever it is necessary;

11. Evaluates internal financial controls and risk management systems;

12. Reviews, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviews the adequacy of internal audit function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the Department, reporting structure coverage and frequency of internal audit;

14. Discusses with internal auditors of any significant findings and follow up there on;

15. Reviews the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

16. Discusses with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

2. 17. Looks into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. Reviews the functioning of the vigil mechanism;

19. Approves the appointment of Chief Financial Officer (CFO) (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carries out any other function as Is mentioned in the terms of reference of the Audit Committee.

Review of information by the Audit Committee

1. Management Discussion and Analysis of the financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

3. Management letters/ letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control 3. weaknesses;

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee;

6. Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1)

b. Annual statement of funds utilised for purposes other than those stated in a;Rs. offer document/ prospectus/ notice in terms of Regulation 32(7).

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), the ACB met 12 times on May 1, 2015, May 26, 2015, July 28, 2015, August 12, 2015, August 28, 2015, September 30, 2015, November 4, 2015, November 24, 2015, December 16, 2015, January 29, 2016, February 12, 2016 and March 15, 2016.

Business Review Committee (BRC)

Composition and brief terms of reference

The Business Review Committee (BRC) has been constituted to have focussed discussion on review and reporting items and items for information that were earlier submitted to the Board, apart from ratifying/ approving a few items of agenda. The Board observes and records the discussions held on these items, while noting the minutes of the BRC meetings.

The Committee's functions also include discussion of the review items (including calendar reviews) which are submitted for information and does not involve any approval/ ratification/ strategy and items which are submitted for reporting other than secretarial reporting’s. As on March 31, 2016, the BRC comprised of five members with two Executive Directors and three Independent Directors viz., S/ Shri Kishor Kharat, MD & CEO, B. K. Batra, DMD, S. Ravi, Pankaj Vats and Gyan Prakash Joshi.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), seven meetings of the BRC were held on April 24, 2015, June 19, 2015, September 16, 2015, October 19, 2015, November 24, 2015, January 16, 2016 and February 25, 2016.

Executive Committee (EC)

Composition and brief terms of reference

Apart from the Board and the BRC, the Bank has an Executive Committee (EC) to take into account matters including approvals of loans and advances, modifications, etc. and other than policies and those specifically required to be considered by the Board.

It also considers exercising such other powers as delegated to it by the Board. As on March 31, 2016, the Executive Committee comprised of four members with two Executive Directors and two Independent Directors. S/Shri Kishor Kharat, MD & CEO, B. K. Batra, DMD, S. Ravi and Ninad Karpe were the members.

Number of Meetings

During the period under review (April 1, 2015 - March 31,2016), 23 meetings of the EC were held on April 10, 2015, April 24,2015, May 18,2015, June 19,2015, June 29,2015, July 15, 2015, July 28,2015, August 12,2015, August 28, 2015, September 16, 2015, September 29, 2015, October 19, 2015, November 6, 2015, November 24, 2015, December 14, 2015, December 28, 2015, January 16, 2016, January 29, 2016, February 8, 2016, February 25, 2016, March 15, 2016, March 21, 2016 and March 29, 2016.

4. Stakeholders' Relationship Committee (SRC)

Composition and brief terms of reference

As on March 31, 2016, the Stakeholders' Relationship Committee (SRC) of the Bank comprised of three members with one Executive Director and two Independent Non-Executive Directors, viz., S/ Shri Pankaj Vats, an Independent Non-Executive Director as the Chairman, B. K. Batra, DMD, and S. Ravi as members. The Committee has been constituted to look into the redressal of shareholders and bondholders and investors' grievances pertaining to share transfers, non-receipt of Annual Report, non-receipt of declared dividend and so on. This Committee functions as per the terms of references provided under Section 178 of the Companies Act, 2013 read with Regulation 20 and Part D of Schedule II of the Listing Regulations.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), four SRC meetings were held on June 19, 2015, September 16, 2015, December 28, 2015 and March 29, 2016.

5. Frauds Monitoring Committee (FMC) Composition and brief terms of reference

The Frauds Monitoring Committee (FMC) has been set up to detect, monitor and address frauds. As on March 31, 2016, the Committee comprised of five members, viz. S/ Shri Kishor Kharat, MD & CEO, B. K. Batra, DMD, S. Ravi, Ninad Karpe and Gyan Prakash Joshi as its members.

Number of Meetings

During the year under review (April 1,2015 - March 31, 2016), six meetings of the FMC were held on May 18, 2015, July 28,2015, September 29,2015, November 6, 2015, December 16, 2015 and March 29, 2016.

6. Risk Management Committee (RMC)

Composition and brief terms of reference

As on March 31, 2016, the Risk Management Committee (RMC) of the Board consisted of four members, viz. S/ Shri S. Ravi, Chairman, B. K. Batra, DMD, Ninad Karpe and Gyan Prakash Joshi as its members. The Committee assesses various risks associated with the Bank's business, their mitigation and also addresses the issues related to asset liability mismatch. The committee also monitors and reviews the Risk Management Plan of the Bank. The Risk Management Committee also fulfils the mandate/ terms of reference provided under Regulation 21 of the Listing Regulations.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), the RMC held four meetings on May 26, 2015, August 28, 2015, November 24, 2015 and January 29, 2016.

7. Corporate Social Committee (CSRC) Responsibility

Composition and brief terms of reference

In terms of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted. As on March 31,2016, the Committee comprised of four members, viz. Shri Kishor Kharat, MD & CEO, Shri B. K. Batra, DMD, Shri Ninad Karpe and Shri Pankaj Vats as its members. The primary responsibilities of the CSR Committee are:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which indicates the activities to be undertaken by the Bank as specified in Schedule VII of the Companies Act, 2013, to the Board;

b. To recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

c. To monitor the Corporate Social Responsibility Policy of the Bank from time to time.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), two meetings of the CSR Committee were held on July 28, 2015 and November 24, 2015.

8. Customer Service Committee(€SCJ Composition and brief terms of reference

To look into the customer grievances and effectively service customers in the retail banking segment, a Customer Service Committee (CSC) was set up by the Bank. As on March 31, 2016, it comprised of five members viz., Shri Kishor Kharat, MD & CEO, Shri B. K. Batra, DMD, Ms. Snehlata Shrivastava, Government Director, Shri Ninad Karpe and Shri Gyan Prakash Joshi.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), four meetings of the CSC were held on May 1, 2015, September 30, 2015, December 16, 2015 and March 22, 2016.

9. Information Technology Committee ITC Composition and brief terms of reference

The Bank has established an Information Technology Committee (ITC) to put in place an effective technology platform. The Committee's objectives is to render various services to the clients; to help in streamlining the approach; to assist in launching new products and to provide services. The Committee consisted of three members with Shri Ninad Karpe, belonging to IT .Industry, as its Chairman and Shri B. K. Batra, DMD and Shri Pankaj Vats as its members.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), five meetings of the ITC were held on June 19, 2015, July 15, 2015, August 28, 2015, October 19, 2015 and January 16, 2016.

10. Remuneration Committee (RC)

Composition and brief terms of reference

According to the directives of the Government of India and the requirements of the Companies Act, 2013, a Remuneration Committee has been set up to consider and approve the payment of annual performancelinked incentives to the MD & CEO and DMDs. The Remuneration Committee also fulfils the mandate/ terms of reference provided under Section 178 of the Companies Act, 2013 read with Regulation 19 and Part D of Schedule II of the Listing Regulations. As on March 31, 2016, it comprised of four members, viz. Ms. Snehlata Shrivastava, Government Director, as the Chairperson and Shri S. Ravi, Shri Ninad Karpe and Shri Pankaj Vats as the members.

11. Nomination Committee (NC)

Composition and brief terms of reference

In compliance with the guidelines earlier issued by RBI, a Nomination Committee (NC) has been constituted to undertake a process of due diligence to determine the 'fit and proper' status of directors elected by shareholders other than the Central Government and Central Government Banks and Institutions. In view of appointment of Independent Directors to be elected by all shareholders, the above exercise is no longer needed. However, the Nomination Committee now fulfils the mandate/terms of reference provided under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations. As on March 31, 2016, the Nomination Committee consisted of three members, viz. Shri Ninad Karpe as the Chairman, Shri S. Ravi and Shri Pankaj Vats as the members.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), one meeting of the Nomination Committee was held on June 29, 2015.

12. H R Steering Committee HRSC)

Composition and brief terms of reference

As per the Government of India's directives, the HR Steering Committee (HRSC) has been constituted to deal with the matters related to human resources, namely:

i. Policies pertaining to recruitment and training;

ii. Performance management, compensation and career development initiatives;

iii. Management development and succession planning; and

iv. Alignment of the HR strategy to the business strategy and plan.

As on March 31, 2016, the Committee consisted of four members, viz. Shri Kishor Kharat, MD & CEO, Shri B. K. Batra, DMD, Ms. Snehlata Shrivastava, Government Director and Shri S. Ravi.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), seven meetings of the HRSC were held on May 26, 2015, July 15, 2015, August 28, 2015, September 30, 2015, November 4, 2015, December 16, 2015 and March 22, 2016.

13. ' Recovery Review Committee (RRC)

Composition and brief terms of reference

According to the Government of India's directives/ the Board's recommendation, a Recovery Review Committee (RRC) has been constituted for reviewing recovery from NPAs, stressed accounts, written-off cases, OL cases, DRT cases, and so on. As on March 31, 2016, the Committee comprised of five members, viz. Shri Kishor Kharat, MD & CEO, Shri B. K. Batra, DMD, Ms. Snehlata Shrivastava, Government Director, Shri S. Ravi and Shri Pankaj Vats.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), four meetings of the Recovery Review- Committee were held on May 26, 2015, August 28, 2015, November 24, 2015 and February 12, 2016.

14. Independent directors' Committee (IDC)

Composition and brief, terms of reference

The Independent Directors' Committee (IDC) has been constituted in terms of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Listing Regulations to:

i. Review the performance of Non-independent Directors and the Board as a whole:

ii. Review the performance of the Chairperson of the Bank, taking into account the views of Executive Directors and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of information between the Bank's management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

As on March 31, 2016, the Independent Directors' Committee comprised of four members, namely Shri S.Ravi, Shri Ninad Karpe, Shri Pankaj Vats and Shri Gyan Prakash Joshi.

Number of Meetings  

During the period under review (April 1, 2015 - March 31, 2016), one meeting of the Independent Directors' Committee was held on March 15, 2016.

15, Non-Cooperative Borrowers Committee (NBRC) Review

Composition and brief terms of reference

In terms of a RBI Circular dated December 22, 2014, a Non-Cooperative Borrowers' Review Committee (NBRC) was constituted on February 6,2015, consisting of MD & CEO and two Independent Directors. The Committee reviews the Non-Cooperative Borrowers' Committee's orders/ decisions of classifying a borrower as non-cooperative, issuance of show-cause notice, etc. As on March 31, 2016, the Committee comprised of Shri Kishor Kharat, MD & CEO, Shri S. Ravi and Shri Pankaj Vats as its members.

16. Wilful Defaulters' Review Committee (WDFiC)

Composition and brief terms of reference

In terms of RBI Circular dated January 7, 2015, a Wilful Defaulters' Review Committee (WDRC) was constituted on February 6, 2015, consisting of MD & CEO and two Independent Directors. The Committee reviews the Wilful Defaulters' Committee's orders/ decisions of classifying a borrower as wilful defaulter, issuance of show-cause notice, etc. As on March 31, 2016, the Committee comprised of Shri Kishor Kharat, MD & CEO,.Shri S.Ravi and Shri Ninad Karpe as its members.

Number of Meetings

During the period under review (April 1, 2015 - March 31, 2016), one meeting of the Wilful Defaulters' Review Committee was held on September 29, 2015

Statement on Declaration given by Independent Directors

In terms of Section 149(7) of the Companies Act, 2013, Shri S. Ravi, Shri Ninad Karpe, Shri Pankaj Vats and Shri Gyan Prakash Joshi, Independent Directors of IDBI Bank Ltd. gave declaration on April 1, 2016, that they meet the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013 and the same were noted by the Board of Directors on April 29, 2016.

Company's Policy on Directors' appointment and remuneration

The Bank's Policy on Directors' Appointment and remuneration is available on its website (www.idbi.com).

Board's comments on every qualification, reservation or adverse remark or disclaimer made by the Auditors or Secretarial Auditors in their report

There are no qualifications, reservation or adverse remarks or disclaimers either in the Statutory Auditors' Report or in the Secretarial Auditors' Report which require the Board's comments thereon in terms of Section 134(3)(f) of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The provisions of Section 186 of the Companies Act, 2013 relating to Loans, Guarantees or Investments are not applicable to IDBI Bank, being a banking company.

Particulars of contracts or arrangements with Related Parties on the prescribed form

In terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements if any, with Related Parties are given in the prescribed form AOC -2 hereunde

Statement indicating development and implementation of Risk Management Policy

The Bank follows a detailed and comprehensive Risk Management System which is constantly updated based on the Reserve Bank of India's regulatory guidelines issued in this regard from time to time. A dedicated Risk Management Committee of the Board regularly reviews the risk related aspects of the Bank including the implementation of Basel III norms in the Bank. The Board of Directors of the Bank also periodically reviews the risk assessment and minimization procedures followed in the Bank as well as the capital requirement of the Bank under Basel III norms.

Details of CSR Policy and its implementation during the year

The details on the format prescribed under Annexure to the Companies (Corporate Social Responsibility Policy) Rules, 2014  are as follows:-

Annual Report on CSR

1. A brief outline of the Bank's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The objective of the Bank's CSR policy is driven by the intent to make a material, visible and lasting difference to the lives of disadvantaged sections of society and a sustained positive contribution to the welfare of society at large. In the conduct of its CSR intervention, the Bank aims to act as a good corporate citizen and a socially responsible entity, identify the gaps and extend need-based contribution for the betterment of the society, contribute for the sustainable and holistic development of the underserved communities through various programs having multi-dimensional impact and generate community goodwill by making proactive interventions.

The Bank's CSR policy, inter alia, provides the platform for undertaking interventions in areas such as healthcare, education, gender equality and socio-economic empowerment, environmental sustainability, promotion of sports and rural development projects.

The web-link to the CSR policy and projects or programs is http://www.idbi.com/CSR-Policy.asp

Average net profit of the Bank for last three financial years:

The average net profit of the Bank for the last three financial years is Rs. 720.64 crore.

Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):

The CSR expenditure to be incurred for the financial year 2015-16 (i.e. 2% of average net profit which is net of tax but would not include profits arising from branches outside India, whether operated as a separate company or otherwise, and any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act for last three financial years) is Rs. 14.41 crore.

Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: The total amount to be spent during the financial year under CSR is Rs.14.41 crore.

(b) Amount unspent, if any: An amount of Rs. 4.97 crore was unspent under CSR.

(c) Manner in which the amount spent during the financial year is detailed in the following Table:

6. In case the Bank has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report.

In consonance with the broad guidelines outlined in the Companies Act, 2013, IDBI Bank has been undertaking most of its CSR activities in project/ programme mode. With phased implementation of sanctioned programmes the actual spend spills over to subsequent years in some cases. The disbursements from such previous year sanctions could not be made during 2015-16 on account of various factors such as (i) government funding for the project (disbursement of Rs. 3.53 crore cancelled), (ii) delay in implementation of the project (disbursement of Rs. 1.04 crore postponed) (iii) delay in submission of documents (disbursement of Rs. 0.33 crore postponed), and (iv) completion of project at an amount lower than the sanctioned amount (an amount of Rs. 0.40 crore saved). Additionally, two projects sanctioned at an aggregate amount of Rs. 1.79 crore in March 2016 could not be disbursed during the reporting year.

In view of the reasons above, the Bank has been able to spend Rs.9.44 crore which accounts for around 65.51% of the budgeted spend of Rs. 14.41 crore.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

CSR Committee of IDBI Bank declares that CSR policy, implementation and monitoring thereof is, in letter and spirit, in compliance with CSR objectives of the company.

Statement indicating the manner of formal annual evaluation of Board, its Committees and Individual Directors

In terms of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the details on the captioned matter are furnished herein below :

(i) Independent Directors' Committee, at its meeting held on March 15, 2016 evaluated the performance of all No independent Directors including the Chairman of the Board Meetings as well as the performance of the Board as a whole.

(ii) The Board at its meeting held on April 29, 2016 evaluated the performance of all the Directors on the Board (except MD & CEO, DMD and Government Director who are subject to performance review by Government of India), its own performance as well as the performance of Committees of the Board. Each Director concerned, while being evaluated by the Board, did not participate in the meeting during the process of his/ her own evaluation.

Details relating to Deposits covered under Chapter V of the Companies Act, 2013 and details of deposits which are not in compliance of the requirements of Chapter V of the Act

In terms of proviso to Section 73(1) of the Companies Act, 2013, nothing in this sub-section shall apply to a banking company and hence, the requirement of disclosure of captioned details is not applicable on IDBI Bank.

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future

There were no orders passed by the regulators or courts or tribunals which impacted the going concern status and IDBI Bank's operations in future.

Familiarisation Programme for Independent Directors

Independent Directors were nominated/ deputed to various training programmes during 2015-16. The detailed status in this regard is provided on the Bank's website (www.idbi.com) under the following link: The Bank's website>Secretarial Disclosures>Secretarial Disclosures Section> Familiarisation Programme for Directors

Establishment of Vigil Mechanism

The Bank has established a Board approved Vigil Mechanism in compliance with statutory/ regulatory requirements. The report on Vigil Mechanism is being submitted to the Board on a regular basis. During 2015-16, no personnel was denied access to the Audit Committee. The Policy on Vigil Mechanism giving details of establishment of Vigil Mechanism has been disclosed by the Bank on its website (www.idbi.com) under the link:

The Bank's website>Secretarial Disclosures>SeGretarial Disclosures Section>Policy on Vigil Mechanism

Policy for Determining Material Subsidiaries

In terms of the requirement of Regulation 46 of Listing Regulations, the policy for determining material subsidiaries is available on the Bank's website (www.idbi.com) under the following link:

The Bank's websiteSecretarial Disclosures>Secretarial Disclosures Section>Policy for determining material subsidiaries.

Policy on dealing with Related Party Transactions

In terms of the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, the Bank has formulated a Policy on dealing with Related Party Transactions.

The policy on Related Party Transactions is available on the Bank's website (www.idbi.com) under the following link:

The Bank's website>Secretarial Disclosures>Secretarial Disclosures Section> Policy on Related Party Transactions

Disclosure on materially significant related party transactions that may have potential conflict with the interest of listed entity at large

In terms of Regulation 34 read with Schedule V of the Listing Regulations, it is confirmed that, during 2015-16, the Bank has not undertaken any materially significant related party transaction that may have potential conflict with the interest of the Bank.

Disclosure of commodity price risks or Foreign Exchange and commodity hedging activities

The Bank is in compliance with the relevant provisions in respect of commodity price risks or foreign exchange and commodity hedging activities as per the guidelines, if any, prescribed by regulators.

Disclosure of Accounting Treatment

In terms of Regulation 34 read with Schedule V of the Listing Regulations, it is confirmed that, in preparation of financial statements, no treatment different from that prescribed in an accounting standard has been followed and hence no explanation from the management is required to be given in this regard.

Remuneration of Directors

Remuneration and perquisites of the MD & CEO and the DMD, who are appointed by Government of India, are fixed by the Government. The details of remuneration paid to MD & CEO and DMDs are given in Table 3. There have been no pecuniary relationships/transactions of Non-Executive Directors vis-a-vis the Bank during the period under review.

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The remuneration of MD & CEO and DMDs who are appointed by Government of India is fixed by the Government of India as per its pay scales with applicable increase in remuneration as per Government of India norms. Other Directors on the Board do not get any remuneration except the sitting fees as mentioned in paragraph above. The other employees of the Bank including

Key Managerial Personnel (KMPs), i.e., Chief Financial Officer and Company Secretary get remuneration as applicable to the similar grade officials of the Bank and as per public sector scales followed by the Bank with applicable increase in the remuneration as per public sector norms. Periodical revision in the pay scales of employees including KMPs does have the relationship with many factors, including the Bank's performance. The Bank has not made any FPO and hence no comparison in market quotation of Bank's shares is possible. However, market price of the Bank's shares for 2015-16, financial ratios, etc.  are disclosed in the Annual Report. No variable pay concept is applicable in respect of remuneration of employees including

KMPs and that of MD & CEO/DMDs who are getting the Government of India pay scales. As on March 31, 2016, there were 17,570 employees on the rolls of the Bank, out of which 637 employees were on contract basis and all other employees were permanent. It is also affirmed that the remuneration is as per the remuneration policy of the Bank and the ratio of the remuneration of each Director to the median employee's remuneration and other details are as per the disclosures made above and are in compliance of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures

1 No company was assisted during April 1,2015 - March 31, 2016 in which any of the Directors of the Bank was interested except as under:

i. IDBI Mutual Fund (Represented by IDBI Asset Management Ltd.)- Shri Kishor Kharat, MD & CEO, is on the Board of IDBI Mutual Fund. However, IDBI Mutual Fund, being a subsidiary of IDBI Bank Ltd., is exempted under the RBI guidelines from connected lending provisions.

ii. IDBI Intech Ltd. - Shri Kishor Kharat, MD & CEO and Shri B. K. Batra, DMD are on the Board of IDBI Intech Ltd.. However, IDBI Intech Ltd., being a subsidiary of IDBI Bank Ltd., is exempted under the RBI guidelines from connected lending provisions.

2 Details of non-compliances, penalties, strictures imposed on the Bank by stock exchanges or Securities Exchange

Board of India (SEBI) or any statutory authority, on any matter related to capital markets, during the last three years are

Code of Conduct and Ethics

The Bank's Board of Directors has adopted a Code of Conduct and Ethics for its Directors, Officers and Employees. In compliance with the requirement of Regulation 34 read with Schedule V of the Listing Regulations, a declaration signed by the

Managing Director and CEO about the affirmation of compliance with the Code of Conduct by the Board members and Senior Management Personnel of the Bank is given below

Prevention of Insider Trading

In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015, the Bank has formulated a code of practices and procedures for fair disclosure of unpublished price sensitive information. The code is available on Bank's website (www.idbi.com) under the following link:

The Bank's website>Secretarial D/sc/osures Secretar/a/ Disclosures Section>Prevention of Insider Trading-Code of Conduct

In terms of Regulation 9 of the said Regulations, the Bank has also formulated a code of conduct to regulate, monitor and  report trading by its employees and other connected persons

CEO/ CFO Certification

In terms of Regulation 17(8) of the Listing Regulations, the certification by MD & CEO and CFO on the financial statements and internal controls relating to financial reporting has been obtained and submitted to the Board.

Subsidiary Companies

As on March 31, 2016, the Bank had five subsidiaries, viz., IDBI Intech Ltd., IDBI Capital Market Services Ltd., IDBI Asset Management Ltd., IDBI MF Trustee Company Ltd. and IDBI Trusteeship Services Ltd. No Independent Director on the Board of the Bank is required to be inducted on the Board of its subsidiaries as none of the subsidiaries is a material non-listed subsidiary company as defined under Regulation 16 of Listing Regulations. In compliance of the requirements of Regulation 24 of the Listing Regulations, the Bank's Audit Committee reviews the financial statements, in particular, the investments made by the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Bank's BRC meetings.

Secretarial Audit

In terms of the provisions of Section 204 of the Companies Act, 2013, M/s S. N. Ananthasubramanian & Co., Company  Secretaries, the Secretarial Auditors of the Bank have done the Secretarial Audit for FY 2015-16. The Secretarial Audit Report  dated May 12, 2016 is annexed to the Corporate Governance Report.

Means of Communication

Apart from providing detailed Annual Report on the Bank's working, consisting of the Board's Report as required under Section 134 of the Companies Act, 2013 and Annual Accounts, the Bank regularly brings out its quarterly results for information of its shareholders. These are published in one English language newspaper, viz., the Business Line having nationwide circulation and in one regional language newspaper viz., Lokmat. The aforesaid information is also displayed on the Bank's website (www.idbi.com), along with the official press release and presentation made to institutional investors and analysts.

The documents referred to, but not sent to the persons entitled to receive the notice of the Annual General Meeting will be made available for inspection of shareholders at the Bank's registered office during working hours for 21 days before the date of the AGM.

General Shareholders' Information

Date, time and venue of AGM : July 22, 2016, Friday, 3.30 p.m., at Yashwantrao Chavan Centre Auditorium, Gen. Jagannathrao Bhonsle Marg, Mumbai – 400021  

Financial Year: April 1, 2015 to March 31, 2016

E-voting period in terms of Regulation 44 of Listing Regulations and section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014

E-voting period will commence on and from Monday, July 18, 2016, at 12:00 a.m. 1ST and end at 5:00 p.m. 1ST on Thursday, July 21, 2016.

Book closure date: July 15, 2016 to July 22, 2016 (both days inclusive)

Listing on Stock Exchanges and confirmation of payment of Annual listing fee

1. BSE Ltd. (BSE) Address: 25th Floor, Phiroze Jeejeebhoy Towers, Dalai Street, Fort, Mumbai - 01

2. National Stock Exchange of India Ltd. Address: (NSE) Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra Kurla Complex, Bandra(E), Mumbai - 51

The payment of annual listing fee of BSE and NSE have been made on April 26,2016 and April 22,2016 respectively

Stock code / Symbol: BSE-500116, NSE-IDBI

Registrar and Share Transfer Agents:

Karvy Computershare Pvt. Ltd., I Unit: IDBI Equity,  Karvy Computershare Private Limited  Karvy Selenium Tower B, Plot 31-32, Gachibowli ! Financial District, Nanakramguda, Hyderabad - 500 032

Share Transfer system:

Share Transfers are approved on weekly basis by an internal committee comprising of Executive Director/ Chief General  Manager

Financial Calendar:

 April 1, 2015 to March 31, 2016 :

1) Results for the quarter ended June 30,2015 were approved  on August 12, 2015

2) Results for the quarter / half-year ended September 30, 2015 were approved on November 4, 2015

3) Results for the third quarter / nine months period ended 1 December 31, 2015 were approved on February 12, 2016

4) Audited Results for the fourth quarter / year ended March 31, 2016 were approved on May 20, 2016.

Last date for receipt of proxy forms: Wednesday, July 20, 2016

Board Meeting for considering the quarterly results: Within 45 days from the closure of respective quarter and within 60 days of the end of the financial year for annual audited results

No. of shares and convertible instruments held by Non- Executive Directors: Shri S. Ravi, Independent Non-Executive Director held 200           shares of IDBI Bank Ltd. as on March 31, 2016

Details of Debenture Trustee:

1) Axis Trustee Services Limited, 2nd Floor, Axis House, Wadia International Centre, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400025.! Ph: 022-24255232.

 2) SBICAP Trustee Services Limited, Appejay house, 6th Floor, 3 Dinshaw Wachha Road, Churchgate, Mumbai - 400020. Ph: 022-43025503.

3) IL & FS Trust Company Limited, The IL&FS Financial Centre, Plot C- 22, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400051. Ph: 022-26593927

Outstanding GDRs / ADRs/ Warrants or convertible instruments, conversion date and likely impact on equity : IDBI Bank Ltd. has not issued GDRs/ADRs/Warrants, etc

Plant Locations: Not applicable. However, information about locations of the Bank's branches is available on its website (www.idbi.com)

Address for correspondence:

IDBI BANK LTD  CIN - L65190MH2004GOI148838 Equity Cell - Board Department, IDBI Bank Ltd., 20th floor, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai 400 005 Phone - (022) 66552779, 66553062, 66552620 Fax -(022)22 18 23 52 E-mail - idbiequity@idbi.co.inWebsite - www.idbi.com

Registrar and Transfer Agents

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032 Tel. No. (040) 67162222 Toll Free Number : 1-800-3454001 Fax No. (040) 23420814 E-mail : einward.ris@karvy.com

Registered Office Addresses of Subsidiary Companies

IDBI Capital Market Services Ltd.3rd Floor, Mafatlal Centre, Nariman Point, Mumbai - 400 021.

IDBI Intech Ltd. IDBI Building, 1st Floor, Plot No.39-41, Sector 11, CBD Belapur, Navi Mumbai - 400 614.

 IDBI MF Trustee Company Ltd. IDBI Tower, WTC Complex, Cuffe Parade, Mumbai - 400 005.

 IDBI Asset Management Ltd. 5th Floor, Mafatlal Centre, Nariman Point, Mumbai - 400 021.

 IDBI Trusteeship Services Ltd. Asian Building, Ground Floor, 17 R. Kamani Marg, Ballard Estate, Mumbai - 400 001

Status of Compliance of Discretionary Requirements of Regulation 27

The Bank has complied with all the mandatory requirements given under Regulation 34 read with Schedule V of the Listing Regulations and has been submitting quarterly/ half-yearly/ annual compliance report on corporate governance on the prescribed formats to the stock exchanges within the prescribed timelines. As regards discretionary requirements given under Part E of Schedule II of the Listing Regulations, the status is as follows