REPORT ON CORPORATE GOVERNANCE
The Bank believes in adopting and adhering to the best standards of corporate governance to all the stakeholders. The Bank’s corporate governance is, therefore based on the following principles:
• Appropriate composition, size of the Board and commitment to adequately discharge its responsibilities and duties.
• Transparency and independence in the functions of the Board.
• Independent verification and assured integrity of financial reporting.
• Adequate risk management and Internal Control.
• Protection of shareholders’ rights and priority for investor relations.
•Timely and accurate disclosure on all matters concerning operations and performance of the Bank
The Bank’s philosophy on corporate governance enshrines the goal of achieving the highest levels of transparency, accountability and equity in all spheres of its operations and in all its dealing with the shareholders, employees, the government and other parties. The Bank understands and respects its fiduciary role and responsibility to shareholders.
The report on the Bank’s corporate governance, as per the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:
BOARD OF DIRECTORS
Composition, Meeting and Attendance
The composition of the Board of Directors of the Bank is governed by the Banking Regulation Act, 1949 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31st March 2016, the Board of Directors, comprising a combination of executive and non-executive Directors, consists of eleven members, of whom eight are non-executive Directors. The Chairman of the Board was a Non-Executive Director and five of the Directors were independent. The Board mix provides a combination of professionalism, knowledge and experience required in the banking industry. The responsibilities of the Board inter alia include formulation of policies, taking new initiatives,performance review, monitoring of plans, pursuing of policies and procedures.
A brief description of the Directors, along with the companies in which they hold directorship and the membership of the committees of the Board as on 31st March 2016 are furnished hereunder:
Dr. Shankar Acharya, Non-Executive Chairman
Dr. Shankar Acharya, B.A. (Hons.) from Oxford University and Ph.D. (Economics) from Harvard University, aged 70 years, has considerable experience in various fields of economics and finance. He is a Honorary Professor at the Indian Council for Research on International Economic Relations (ICRIER). He was Chief Economic Adviser, Ministry of Finance, Government of India; Member, Securities and Exchange Board of India (SEBI) and Member, Twelfth Finance Commission. He has held several senior positions in the World Bank, including Director of World Development Report (1979) and Research Advisor. He was re-appointed as the Non-Executive Chairman of the Bank at the Annual General Meeting held on 29th June 2015.
He is on the Board of The South Asia Institute for Research and Policy (Private) Limited, Sri Lanka and Great Eastern Shipping Co. Ltd.
Mr. Uday Kotak, Executive Vice-Chairman and Managing Director
Mr. Uday Kotak, aged 57 years, holds a Bachelors degree in Commerce and an MBA from Jamnalal Bajaj Institute of Management Studies, Mumbai. He is the Executive Vice-Chairman and Managing Director of the Bank and its principal founder and promoter. Under Mr. Kotak’s leadership, over the past 30 years, Kotak Mahindra group established a prominent presence in every area of financial services from stock broking, investment banking, car finance, life insurance and mutual funds. Mr. Kotak is the recipient of several prestigious awards. He is a member of the Government of India’s high level committee on Financing Infrastructure, the Primary Market Advisory Committee of SEBI, Member of the Board of Governors of Indian Council for Research on International Economic Relations, National Institute of Securities Markets and The Anglo Scottish Education Society (Cathedral & John Connon School). He is also a Governing Member of the Mahindra United World College of India. Mr. Kotak was recognised as ‘Entrepreneur of the Year’ at Forbes India Leadership Awards 2015.
He is on the Board of the following companies:
Kotak Mahindra Asset Management Company Limited
Kotak Mahindra Capital Company Limited
Kotak Mahindra Old Mutual Life Insurance Limited
Kotak Mahindra Prime Limited
Kotak Mahindra Investments Limited
Kotak Securities Limited
Mr. Uday Kotak is also a member of the Stakeholders Relationship Committee of the Bank and Chairman of the Audit Committees of Kotak Mahindra Capital Company Limited and Kotak Securities Limited.
Mr. C. Jayaram (Joint Managing Director till 30th April 2016 and Non-Executive Director w.e.f. 1st May 2016)
Mr. C. Jayaram, B. A. (Economics), PGDM-IIM, Kolkata, aged 60 years, headed the wealth management business and international operations for Kotak Mahindra group. He was responsible for overseeing the alternative investments business which included private equity funds and real estate funds, as well as the institutional equities business. He has varied experience of over 38 years in many areas of finance and business and was earlier the Managing Director of Kotak Securities Limited. He has been with the Kotak Group for 26 years and has been instrumental in building a number of new businesses at Kotak Group. Prior to joining the Kotak Group, he was with Overseas Sanmar Financial Ltd.
Post his retirement on 30th April 2016, on attaining the age of superannuation, Mr. C. Jayaram continues as non-executive non-independent director of the Bank with effect from 1st May 2016.
He was on the Board of the following companies:
Kotak Investment Advisors Limited
Kotak Mahindra Asset Management Company Limited
Kotak Mahindra Inc
Kotak Securities Limited
Kotak Mahindra (UK) Limited
Mr. Jayaram has resigned as a Director of Kotak Investment Advisors Ltd. w.e.f. 1st May 2016 Kotak Mahindra (UK) Limited with effect from 11th May 2016.
Mr. C. Jayaram was a member of the Stakeholders Relationship Committee of the Bank till 10th May 2016 and a member of the Audit Committee of Kotak Investment Advisors Limited till 1st May 2016. He is a member of the Audit Committee of Kotak Mahindra Asset Management Company Limited.
Mr. Dipak Gupta, Joint Managing Director
Mr. Dipak Gupta, B.E. (Electronics), PGDM-IIM, Ahmedabad, aged 55 years, is the Joint Managing Director of the Bank and has over 30 years of experience in the financial services sector, 24 years of which have been with the Kotak Group. He was responsible for Group HR, administration, infrastructure, operations and IT. He is also responsible for asset reconstruction business of the Bank. Mr. Dipak Gupta was responsible for leading the Kotak Group’s initiatives into the banking arena. He was the Executive Director of Kotak Mahindra Prime Limited. Prior to joining the Kotak Group, he was with A. F. Ferguson & Company.
With effect from 1st May 2016, Mr. Dipak Gupta is responsible for overseeing the wealth management business, alternative investments business which includes private equity funds and real estate funds, treasury and asset reconstruction business of the Bank.
He is on the Board of the following companies:
Kotak Mahindra Investments Limited
Kotak Mahindra Capital Company Limited
Kotak Investment Advisors Limited
Kotak Mahindra Prime Limited
Kotak Mahindra Old Mutual Life Insurance Limited
Mr. Dipak Gupta is also member of the Stakeholders Relationship Committee of the Bank and Audit Committee of Kotak Mahindra Prime Limited, Kotak Mahindra Investments Limited and Kotak Mahindra Capital Company Limited. He was appointed as a member of the Audit Committee of Kotak Investment Advisors Limited with effect from 27th April 2016.
Mr. Asim Ghosh
Mr. Asim Ghosh, aged 68 years, is the President and Chief Executive Officer of Husky Energy Inc. He has a B.Tech, degree from IIT Delhi and an MBA from the Wharton School, University of Pennsylvania. Mr. Ghosh commenced his career in consumer goods marketing with Procter & Gamble in the U.S. and Canada and worked subsequently with Rothmans International as a Senior Vice President of Carling O’Keefe Breweries, then one of Canada’s major breweries. He moved to Asia in 1989 as CEO of the Frito Lay (Pepsi Foods) start up in India. Thereafter, he was in executive positions with Hutchison in Hong Kong and India for 16 years. He continued as the CEO of the predecessor company of Vodafone India Limited till 31st March 2009 and as a Non-Executive Director till 9th February 2010.
He is on the Board of the following companies:
Husky Energy Inc. Husky Oil Operations Limited
Hutchison Telecommunications (Canada) Limited Hutchison Whampoa Properties Canada (One) Ltd.
Hutchison Whampoa Properties Canada (Two) Ltd. Hutchison Whampoa Properties Canada (Three) Ltd.
Hutchison Whampoa Properties Canada (Four) Ltd. Hutchison Whampoa Properties Canada (Five) Ltd.
Hutchison Whampoa Properties Canada (Six) Ltd. Union Faith Canada Investment Ltd.
Union Faith (Lincoln) Ltd. The Ski Club of the Canadian Rockies Limited
Pursuant to the provisions of Section 10A(2A)(i) of the Banking Regulation Act, 1949, Mr. Asim Ghosh retired as a Director of the Bank with effect from 9th May 2016 on his completing a tenure of eight years as a Director of the Bank.
Mr. Prakash Apte
Mr. Prakash Apte, B.E. (Mechanical), aged 62 years, is presently the Chairman of Syngenta India Limited, a leading agri business company in India.
Mr. Apte, in a career spanning over 36 years has considerable experience in various areas of management and business leadership.
During more than 16 years of very successful leadership experience in agri business, he has gained varied knowledge in various aspects of Indian Agri Sector and has been involved with many initiatives for technology, knowledge and skills up gradation in this sector, which is so vital for India’s food security. He was instrumental in setting up the Syngenta Foundation India which focuses on providing knowledge and support for adopting scientific growing systems to resource poor farmers and enabling their access to market. He is a Director of Syngenta Foundation India and Kotak Mahindra Old Mutual Life Insurance Limited.
Mr. Apte is the Chairman of the Audit Committee of Bank, Syngenta India Limited and Kotak Mahindra Old Mutual Life Insurance Limited. He is also a member of the Stakeholders Relationship Committee of Syngenta India Limited.
Mr. Amit Desai
Mr. Amit Desai, B.Com, LLB, aged 57 years, is an eminent professional with 35 years of experience. He is also on the Board of Kotak Mahindra Trustee Company Limited.
Mr. N.P. Sarda
Mr. N.P. Sarda, B.Com, F.C.A., aged 70 years, is a Chartered Accountant for more than 40 years. He is a former partner of M/s. Deloitte Haskin & Sells, Chartered Accountants, the past President of the Institute of Chartered Accountants of India (in 1993) and was a public representative Director of BSE Ltd. He was a member on the Board of erstwhile International Accounting Standards Committee. He was also member of IFRS Advisory Council, London. He is also on the Board of Blue Dart Express Limited and Gillette India Limited.
Mr. Sarda is a member of the Audit Committee of the Bank and Gillette India Limited.
Prof. S. Mahendra Dev
Prof. S. Mahendra Dev, PhD from the Delhi School of Economics, aged 58 years is currently Director and Vice Chancellor, Indira Gandhi Institute of Development Research (IGIDR), Mumbai, India. He was Chairman of the Commission for Agricultural Costs and Prices (CACP), Govt. of India, Delhi.
He was Director, Centre for Economic and Social Studies, Hyderabad for 9 years during 1999 to 2008. He has done his Post-doctoral research at Yale University and was faculty member at the Indira Gandhi Institute of Development Research, Mumbai for 11 years.
He has been a member of several government committees including the Prime Minister’s Task Force on Employment and Rangarajan Commission on Financial Inclusion. He has received honors for eminence in public service. He is the Chairman of the Committee on Terms of Trade on agriculture constituted by the Ministry of Agriculture, Government of India. He is also member of the Expert Panel on poverty estimates chaired by Dr. C.
Rangarajan. He is a member of National Statistical Commission at the rank of Secretary to Government of India. He is on the Board of Trustees of International Food Policy Research Institute (IFPRI), Washington D.C. He is also on the Board of Kotak Mahindra Prime Limited.
Prof. Dev is the Chairman of the Stakeholders Relationship Committee of the Bank and a member of the Audit Committees of the Bank and Kotak Mahindra Prime Limited.
Ms. Farida Khambata
Ms. Farida Khambata, aged 66 years, is Master of Arts in Economics from the University of Cambridge, a Master of Science in Business Management from the London Business School and a Chartered Financial Analyst. She is currently Global Strategist of Cartica Management, LLC and a member of its Investment Committee. She was earlier with International Finance Corporation (IFC) and was a member of IFC’s Management Group, the senior leadership team of IFC. In her last position at IFC she served as Regional Vice President in charge of all operations in East Asia and the Pacific, South Asia, Latin America and the Caribbean and the Global Manufacturing Cluster. Ms. Khambata joined IFC in 1986 from the World Bank where she managed pension fund assets.
She is a member on the Advisory Board of ADM CEECAT Fund and Bancroft II and III Funds and also on the Board of Dragon Capital Group Limited, Vietnam and Tata Sons Limited.
Ms. Khambata is a member of the Audit Committee of Tata Sons Limited. She was a member of the Audit Committee of Dragon Capital Group Limited, Vietnam till 8th May 2016.
Mr. Mark Edwin Newman
(DIN : 03518417)
Mr. Mark Edwin Newman, aged 49 years is a Chartered Accountant and has obtained Mathematics (Honours) degree from King’s College London.
Mr. Mark Newman is CEO, ING Wholesale Banking Asia. He started his career at Deloitte Haskins and Sells where he qualified as a Chartered Accountant before joining ING in 1992, in London, before transferring to Asia in 1996.
He is a Director on the Board of ING Bank Australia Limited and a member of the Audit Committee of ING Bank Australia Limited.
Note: The Committee Memberships of only Audit Committee and Stakeholders Relationship Committee have been considered.
Scheduling and selection of agenda items for board meetings:
Dates of the board meetings are decided in advance. The board meetings are convened by giving appropriate notice after obtaining the approval of the Chairman and the Executive Vice-Chairman and Managing Director. The Board meets at least once a quarter to review the results and other items on the agenda, once a year for approval of annual budgets and strategy and also on the occasion of the annual shareholders’ meeting. When necessary, additional meetings are held.
The agenda of the board meetings is drafted by the Company Secretary along with the explanatory notes and these are distributed in advance to the directors. Every Board member is free to suggest the inclusion of items on the agenda. All divisions/departments in the Bank are encouraged to plan their functions well in advance, particularly with regard to matters requiring discussion/ approval/ decision in the board/ committee meetings.
All such matters are communicated to the Company Secretary in advance so that the same could be included in the agenda for the board meetings.
The agenda papers are prepared by the concerned officials of the respective department and are approved by the Joint Managing Director/s and/or Executive Vice-Chairman and Managing Director. Agenda papers are circulated to the Board by the Company Secretary. Additional items on the agenda are permitted with the permission of the Chairman and with the consent of all the Directors present at the meeting.
The Board also passes resolutions by circulation on need basis. The Bank has been providing the directors with an option to participate in the board meetings through electronic mode.
Minutes of the proceedings of the board meeting are prepared within 48 hours of the meeting. Draft minutes are circulated to the Chairman for his comments. The minutes of all the Committees of the Board of Directors of the Bank and the minutes of the meetings of the Board of Directors of the subsidiary companies of the Bank are placed before the Board.
The quarterly, half-yearly and the annual results for the consolidated entity and for the Bank stand alone are first placed before the Audit Committee of the Bank and thereafter the same are placed before the Board of Directors.
A Compliance Certificate, signed by the Executive Vice-Chairman and Managing Director in respect of various laws, rules and regulations applicable to the Bank is placed before the Board, every quarter.
The Bank has put in place a post meeting follow-up, review and reporting process for the action taken on decisions of the Board. The Company Secretary submits follow-up Action Taken Report to the Board at each meeting on the compliance of the decisions/instructions of the Board.
During the year under review, eight meetings of the Board of Directors were held on 3rd April 2015, 5th May 2015, 29th June 2015, 30th July 2015, 24th September 2015, 30th October 2015, 18th January 2016 and 18th March 2016. The maximum time gap between any two meetings was not more than four months. The average duration of the board meetings held is approximately five hours.
Separate Meeting of Independent Directors
A meeting of the Independent Directors of the Bank was held on 19th March 2016 and the same was attended by Mr. Amit Desai, Mr. Prakash Apte, Ms. Farida Khambata and Prof. S. Mahendra Dev.
Information supplied to the Board-:
The directors are presented with important information on operations of the Bank as well as that which requires deliberation at the highest level.
Information is provided on various critical items such as annual operating plans and budgets, minutes of meetings of the Audit Committee and other committees of the Board, details of joint ventures or collaboration agreements and non-compliance, if any with regulatory or statutory guidelines or with the listing requirements etc.
Disclosures of interest are duly received from all directors and there is no potential conflict of interest in any transaction of the Bank with any directors.
(Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)
Dr. Shankar Acharya was re-appointed as the Non-Executive Chairman of the Bank at the Annual General Meeting held on 29th June 2015. During the year, Dr. Shankar Acharya was paid remuneration of Rs. 27,00,000/- for the year.
The Reserve Bank of India (RBI) has approved (i) the revision in remuneration to Mr. Uday Kotak, Executive Vice-Chairman & Managing Director, Mr. C. Jayaram and Mr. Dipak Gupta, the Joint Managing Directors (ii) the annual incentive payable for the financial year ended 31st March 2015 (iii) the stock options granted (as indicated above) to Mr Dipak Gupta. (iv) the remuneration to Dr Shankar Acharya, Non-Executive Chairman
Committees of the Board of Directors
The Board has constituted several committees to deal with specific matters and delegated powers for different functional areas. These Committees monitor the activities falling within their terms of reference. Details of some of the key Committees are given below:
The Audit Committee of the Bank comprises of three members, with any two forming the quorum. The terms of reference of the Audit Committee of the Bank are as follows:
Documents/Reports Review and Financial Reporting Process
• Review and update the Audit Committee Charter periodically, as conditions dictate.
•Oversight of the Bank’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
• Review the organization’s annual financial statements and any reports or other financial information submitted to any regulatory body, or the public, including any certification, report, opinion, or review rendered by the independent auditors or firm of accountants.
• Review, with the management, the annual financial statements and auditor’s 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 to be included in the Board’s report in terms of clause (c) of subsection 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 management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with regulatory guidelines, listing agreement and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
h. Going concern assumption
i. Compliance with Indian Accounting Standards issued by the Institute of Chartered Accountants of India
j. Review significant Related Party transactions.
k. Approval or any subsequent modification of transactions of the company with related parties;
l. Scrutiny of inter-corporate loans and investments;
m. Valuation of undertakings or assets of the company, wherever it is necessary;
n. Evaluation of internal financial controls and risk management systems.
• Review, with the management, the quarterly financial statements before submission to the board for approval
• Review Management discussion and analysis of financial condition and results of operations.
• Review the regular internal reports to management prepared by the internal auditing department and management’s response, including those pertaining to internal control weaknesses.
• Discuss with independent statutory auditors significant issues raised in the Long Form Audit Report and follow up there on.
• Discuss with internal auditors any significant findings and follow up there on.
• Review reasons for revenue leakage and approve corrective action plan and monitor them at regular interval. Monitor areas of repeat occurrences, if any and ensure immediate actions are taken to prevent such repeat occurrences of revenue leakage.
• Review the financial statements of unlisted subsidiary company/ies and more particularly the investments made by them.
• Review the internal audit reports and minutes of meetings of Audit Committee of the subsidiaries.
• Reviewing, with the management, the statement of uses / application of funds, wherever necessary, raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter wherever necessary.
Independent Statutory Auditors
• Recommend to the Board of Directors the appointment, re-appointment, replacement and removal of the independent statutory auditors, considering independence and effectiveness and approve terms of appointment, the fees and other compensation to be paid to the independent statutory auditors.
• Approve all payments for services rendered other than as statutory auditors.
• Review and monitor, with management, independence, the performance of the statutory auditors and effectiveness of audit process.
• Periodically consult with the independent statutory auditors in the absence of management about internal controls and the fullness and accuracy of the organization’s financial statements.
• Discuss with the independent statutory auditors before commencement of the audit the nature and scope of the audit.
• Discuss and ascertain from the independent statutory auditors post the completion of the audit, areas of concern, if any.
• Review management letters / letters of internal control weaknesses issued by the statutory auditors.
Internal Audit Department
•Approve appointment, re-appointment, replacement and removal of the concurrent auditors and outsourced internal auditors and fees and other compensation to be paid to them.
• Review with management, performance of internal auditors and adequacy of the internal control systems.
• Review 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.
• Review the findings of any internal investigations into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and report the matter to the Board of Directors.
• Approve, review and monitor the Risk Based Internal Audit Plan each year.
• Review appointment, removal, performance and terms of Head – Internal Audit.
Inspections conducted by regulators
l Read the audit inspection reports of the inspection team of Reserve Bank of India or any other regulator, approve action plans for corrective actions to be taken and monitor compliance there of.
• Review the adequacy of Bank’s financial and risk management policies and report the matter to the Board of Directors.
• Review the overall exposure to Capital Market.
• Establish regular and separate systems of reporting to the Audit Committee by each of management, the independent statutory auditors and the internal auditors regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.
• Following completion of the annual audit and internal audit plan, review separately with each of management, the independent statutory auditors and the internal auditing department any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
• Review any significant disagreement among management and the independent statutory auditors in connection with the preparation of the financial statements.
• Review any significant disagreement among management and the internal audit department in connection with the observations made in the internal audit report.
• Review with the independent statutory auditors and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented. (This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.)
Ethical and Legal Compliance
• Establish, review and update periodically a Code of Conduct and ensure that management has established a system to enforce this Code.
• Review management’s monitoring of the Bank’s compliance with the organization’s Code of Conduct, and ensure that management has the proper review system in place to ensure that Bank’s financial statements, reports and other financial information disseminated to regulators, and the public satisfy legal requirements.
• Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of dividend declared) and creditors.
• Review the functioning of the Whistle Blower mechanism.
• Review reports from the Bank’s compliance officer.
• Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
• Perform any other activities consistent with this Charter, the Bank’s By-laws and governing law, as the Committee or the Board deems necessary or appropriate.
The Audit Committee presently consists of Mr. Prakash Apte (Chairman), Mr. N.P. Sarda and Prof. S. Mahendra Dev.
All the members of the Committee are Non-Executive Directors and two out of the three members are Independent Directors. All the members of the Committee are financially literate within the meaning of Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. N.P. Sarda possesses accounting and financial management expertise.
The Company Secretary acts as the Secretary to the Committee. The Chairman of the Audit Committee Mr. Prakash Apte was present at the last Annual General Meeting to answer the queries of the shareholders.
During the year, nine meetings of the Committee were held on 4th May 2015, 12th June 2015, 29th July 2015, 15th October 2015, 29th October 2015, 30th October 2015, 30th November 2015, 18th January 2016 and 23rd March 2016. The Committee meets for approximately four hours. The maximum time gap between any two meetings was not more than one hundred and twenty days. The meetings were attended by the members of the Committee, as detailed below:
The Bank has constituted a First Tier Audit Committee as per the guidelines issued by the Reserve Bank of India. The Committee presently consists of six members viz., Mr. Arvind Kathpalia – Group Head Risk (Chairman), Mr. Jaimin Bhatt – President & Group CFO, Mr. T.V. Sudhakar, Head – Compliance, Mr. Ashok Rao, Group Head, Integration Management Office, Mr. Paul Parambi, Senior Executive Vice President and Mr. Devang Gheewalla, Senior Executive Vice President. Where the internal audit report pertains to specific businesses, the specific Business Head also attends the meeting. The Committee screens the matters entrusted to the Audit Committee and also the routine matters such as overseeing the programme of inspections and compliance of inspection reports so as not to burden the Audit Committee with matters of detail. During the year, fourteen meetings of the Committee were held. The Committee meets for approximately four hours.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Bank consists of four members, Prof. S. Mahendra Dev (Chairman), Mr. Uday Kotak, Mr. C. Jayaram and Mr. Dipak Gupta, with any two forming the quorum. The Committee reviews the complaints received from the shareholders and ensures redressal thereof. The constitution and composition of the Committee is in accordance with the provisions of Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the criteria specified by the Reserve Bank of India. The Company Secretary acts as the Secretary and has been appointed as the Compliance Officer of the Committee.
During the year, three meetings of the Committee were held on 11th June 2015, 24th November 2015 and 22nd March 2016. The Committee meets for approximately thirty minutes. Prof. S. Mahendra Dev, Mr. Uday Kotak and Mr. Dipak Gupta attended all the three meetings and Mr. C. Jayaram attended two meetings.
During the year under review, 35 investor complaints were received and no investor complaint was pending as on 31st March 2016. As on 31st March 2016, there were no instruments of transfer of shares, pending. No penalties or strictures were imposed on the Bank by any of the Stock Exchanges, SEBI or any other statutory authority on any matter related to capital markets, during the last three years.
The Board at its meeting held on 11th May 2016 has re-constituted the Committee and the same now comprises of Prof. S. Mahendra Dev (Chairman), Mr. Uday Kotak and Mr. Dipak Gupta.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee of the Bank consists of Mr. Amit Desai (Chairman), Dr. Shankar Acharya and Mr. Prakash Apte with any two forming the quorum. A brief description of the terms of reference of the Committee is as follows:
1. identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.
2. formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees.
3. while formulating the policy ensure that—
a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
During the year, five meetings of the Committee were held on 3rd April 2015, 5th May 2015, 9th May 2015, 26th October 2015 and 31st March 2016.
All the members attended all the five meetings. The Committee meets for approximately one hour.
The Bank has a Remuneration policy in place, the details of which have been mentioned in the Directors’ Report.
Share Transfer and Routine Transactions (START) Committee
The START Committee of the Bank consists of Mr. Uday Kotak (Chairman), Mr. C. Jayaram and Mr. Dipak Gupta, with any two forming the quorum.
The terms of reference of the START Committee is as follows:
(a) To approve transfer, transmission, transposition, name deletion, consolidation and splitting of share and debenture certificates of the Company.
(b) To issue duplicate share/debenture certificates.
(c) To apply for registration of the Company with various authorities of any state or Centre including sales tax authorities, income tax authorities, shops & establishment authorities, and to do or perform all matters relating to such matters.
(d) To apply, in the name of and for the Company for telephone, telex, fax and other telecommunication and electrical/electronic connections and to do all matters relating to such applications.
(e) To open, operate and close Bank Accounts of the Company and change the operating instructions of existing Bank Accounts of the Company.
(f) To authorise persons to sign on behalf of the Company Share Certificates, Share Allotment Letters, Deposit Receipts.
(g) To authorise persons to represent the Company at General Meetings of any company or cooperative society of which the Company is a shareholder/member.
(h) To fix the dates for Closure of the Company’s Register of Members and Debenture holders and Transfer Books of Shares or Debentures and/or fixing Record Dates, in consultation with the Stock Exchanges.
(i) To authorise the opening of Securities General Ledger Account or any other account with any scheduled banks or with any department of the Reserve Bank of India.
(j) To authorise persons to execute Loan Agreements, Demand Promissory Notes and any other documents as may be necessary for lending out of any line of credit sanctioned to the Company.
(k) To authorise officials of the Company to execute transfer deeds on behalf of the Company.
(l) To authorise officials of the Company to sign documents for registration of motor vehicles and to do all acts and things for the transfer of any such motor vehicles.
(m) To authorise employee(s) or others to execute, for and on behalf of the Company, agreements, applications, deeds, documents and any other writings in connection with the business of the Company and, if required, to issue Power of Attorney in favour of such persons for the purpose.
(n) To authorise employee(s) or others to represent the Company before any Court, Tribunal, Consumer Redressal Forum or any Statutory or other Authority on any matter relating to the operations of the Company or with which the Company is in any way connected or to represent the Company generally or for any specific purpose or purposes and, if required, issue Power of Attorney in favour of such persons for the purpose.
(o) To appoint or change nominees to hold shares for and on behalf of the Company in any subsidiary/associate companies.
(p) To grant permission and authorise incorporation of companies, with a prefix “Kotak Mahindra” before the name.
(q) To authorise the use of the Common Seal of the Company and to appoint persons to sign/countersign documents, etc. on which the Common Seal is to be affixed.
During the year, twenty three meetings of the Committee were held. Mr. Uday Kotak attended all the meetings, Mr. C. Jayaram and Mr. Dipak Gupta attended twenty one meetings each. The Committee meets for approximately thirty minutes.
The Board at its meeting held on 11th May 2016 has renamed the Committee as Share Transfer and Other Matters Committee (STOM) and authorized the Committee to delegate its powers which are routine in nature and which do not necessarily require Board/Board Committee authorization/ resolutions, to one or more members of the Operating Management Committee (Operating Mancom) of the Bank.
The Management Committee of the Bank comprised of four members, with any three forming the quorum. The Committee had been constituted to review all important matters to be placed before the Board, assess adequacy of policies on an on-going basis, review business operations, corporate governance, implementation of policies, to establish systems for facilitating efficient operations and to approve donations. Further, the Board of Directors of the Bank at their meeting held on 20th October 2010 authorized the Management Committee to exercise the supervisory powers in connection with the risk management of the Bank which interalia includes, monitoring of the exposures, reviewing adequacy of risk management process and upgradation thereof, reviewing the internal control system and ensuring compliance with the statutory/regulatory framework of the risk management process.
The Committee consisted of Mr. Uday Kotak (Chairman), Mr. Dipak Gupta, Mr. C. Jayaram and Mr. Prakash Apte as members of the Committee. The Committee has since been dissolved.
During the year, three meetings of the Committee were held on 11th June 2015, 29th June 2015 and 30th October 2015. Mr. Uday Kotak, Mr. Dipak Gupta and Mr. C. Jayaram attended all the three meetings. Mr. Prakash Apte attended two meetings. The Committee met for approximately thirty minutes.
Committee on Frauds
Pursuant to the directives of the Reserve Bank of India, the Bank has constituted a Committee on Frauds for monitoring and reviewing all the frauds involving amounts of Rs. 1 crore and above. The Committee presently consists of four members, Mr. Uday Kotak, Mr. Dipak Gupta, Mr. N.P. Sarda and Mr. Prakash Apte.
During the year, two meetings of the Committee were held on 12th June 2015 and 29th October 2015. All the four members attended both the meetings. The Committee meets for approximately one hour.
Customer Services Committee
The Bank has, pursuant to the directives issued by the Reserve Bank of India, constituted a Customer Services Committee. The Committee comprises of three members viz; Prof. S. Mahendra Dev (Chairman), Mr. Uday Kotak and Mr. Dipak Gupta. The Committee has been constituted to bring about ongoing improvements in the quality of customer services provided by the Bank. The Committee would also oversee the functioning of the Customer Service Standing Committee, compliance with the recommendations of the Committee on Procedures and Performance Audit and Public Services (CPPAPS) and also mount innovative measures for enhancing the quality of customer service and improving the level of customer satisfaction for all categories of cliental, at all times.
During the year, three meetings of the Committee were held on 11th June 2015, 24th November 2015 and 22nd March 2016. All the three members attended all the meetings. The Committee meets for approximately thirty minutes.
Corporate Social Responsibility Committee
The Bank has constituted a Corporate Social Responsibility Committee pursuant to the provisions of the Companies Act, 2013. The Committee comprises of three members viz; Prof. S. Mahendra Dev, Mr. C. Jayaram and Mr. Dipak Gupta, with any two members forming the quorum. The Committee has been constituted to:
• Formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Bank, as laid down in Schedule VII to the Act;
•Recommend the amount of expenditure to be incurred on the CSR activities;
•Monitor Bank’s CSR Policy and implementation of CSR projects undertaken from time to time.
During the year, one meeting of the Committee was held on 22nd March 2016. All the three members attended the meeting. The Committee meets for approximately one hour.
Risk Management Committee
The Risk Management Committee of the Bank comprised of Mr. Amit Desai (Chairman), Mr. Uday Kotak, Mr. C. Jayaram and Mr. Dipak Gupta, with any two forming the quorum. The terms of reference of the Committee includes to identify, monitor and measure the risk profile of the Bank; develop policies and procedures; verify models that are used for preparing complex products; review models as development takes place in the markets and also identify new risks; monitor compliance of various risk parameters by operating departments; design stress scenarios to measure the impact of unusual market conditions and monitor variance between actual volatility of portfolio value and that predicted by risk measures; and ensure that the Bank’s credit exposure to any one group or industry does not exceed the internally set limits and that the risk is prudently diversified.
During the year, three meetings of the Committee were held on 13th June 2015, 28th September 2015 and 9th January 2016. Mr. Uday Kotak and Mr. Dipak Gupta attended all the three meetings, Mr. C. Jayaram attended two meetings and Mr. Amit Desai attended one meeting of the Committee.
The Committee meets for approximately three hours.
The Board at its meeting held on 11th May 2016 has re-constituted the Committee and the same now comprises of Mr. Amit Desai (Chairman), Mr. Uday Kotak, Mr. Dipak Gupta and Mr. Arvind Kathpalia.
Code of Conduct
The Board of Directors of the Bank at its meeting held on 7th September 2014 adopted the revised Code of Conduct applicable to the Board of Directors and Senior Management Personnel respectively. Both the Code of Conduct have been posted on the website of the Bank, i.e. www.kotak. com.
Familiarisation programme for Independent Directors
The details of the Familiarization Programme conducted for the Independent Director of the Bank are available on the Bank’s website viz. URL: http:// ir.kotak.com/governance/policies.html
•The Bank has not entered into any material financial or commercial transactions with the directors or the management or their relatives or the companies and firms etc., in which they are either directly or through their relatives interested as directors and/or partners. The Bank has not entered into any material financial or commercial transactions with its subsidiaries and other related parties as per AS-18 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 that may have potential conflict with the interest of the Bank at large.
• During the last three years, there were no penalties or strictures imposed on the Bank by the Stock Exchange(s) and/or SEBI and/or any other statutory authorities on matters relating to capital market.
• None of the Directors are related to any Director.
• The Bank has adopted the Whistle Blower Policy pursuant to which employees of the Bank can raise their concerns relating to the fraud, malpractice or any other untoward activity or event which is against the interest of the Bank or society as a whole. The same option has now been extended to the vendors of the Bank also. The website for reporting the above mentioned concerns is managed and hosted by an independent third party service provider who has proven expertise in this area, thereby ensuring absolute confidentiality. The Bank hereby affirms that no personnel has been denied access to the Audit Committee.
• The Bank’s Policies on dealing with Related Party Transactions and determining ‘material’ subsidiaries are available on the Bank’s website viz. URL: http://ir.kotak.com/governance/policies.html
Date of Incorporation : 21st November 1985.
Registration No. : 11-38137 TA
Corporate Identification No. : L65110MH1985PLC038137
Address for Correspondence :
Registered Office : 27BKC, C 27, G Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400 051.
Tel. No.(022) 61660001 Fax No. : (022) 67132403 Website: www.kotak.com
Contact : Ms. Bina Chandarana,
Company Secretary & Executive Vice President
Registrar & Share Transfer Agent :
Karvy Computershare Private Limited
(i) Karvy Selenium Tower B, Plot 31-32 Gachibowli, Financial District, Nanakramguda Hyderbad- 500 032
Tel Nos. : (040) 67162222 Fax No. : (040) 23001153
(ii) 7, Andheri Industrial Estate, Off Veera Desai Road, Mumbai-400 058.
Tel Nos. : (022) 2636 7226 /2636 9044 Fax No. : (022) 26310882 Website : www.karvy.com
Annual General Meeting:
Date and Time :
Wednesday, 22nd July, 2016 at 10.30 a.m.
Walchand Hirachand Hall of the Indian Merchants Chamber, 4th Floor, Churchgate, Mumbai - 400 020
Financial Year :
1st April to 31st March
Date of Book Closure :
Saturday, 16th July 2016 to Friday, 22nd July 2016 both days inclusive for payment of dividend.
Dividend Payment Date :
on or before Monday, 1st August 2016.
The Bank publishes consolidated results on a quarterly basis. The same are also reviewed by the Audit Committee before submission to the Board. The consolidated financial results of the Bank and its subsidiaries are prepared and posted on the Website of the Bank for the current as well as last five financial years. Also, the quarterly results and an earnings update is posted on the website of the Bank. Every quarter, the Executive Vice-Chairman and Managing Director and the Joint Managing Director(s) participate on a call with the analysts / shareholders, the transcripts of which are posted on the website of the Bank. The Bank also has dedicated personnel to respond to queries from investors.
For each calendar quarter, the financial results are reviewed and taken on record by the Board around the last week of the month subsequent to the end of the quarter. The quarterly results and the annual accounts as at 31st March are approved by the Board, after a review thereof by the Audit Committee. The Annual General Meeting to consider such annual accounts is held in the first / second quarter of the financial year.
Stock Exchanges on which listed:
Sr. No. Name & Address of Stock Exchange Market Scrip Code
1. BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 023
Market Scrip Code 500247
2. National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Bandra-Kurla Complex, Bandra, Mumbai 400 051
Market Scrip Code KOTAKBANK
The annual fees for 2016-17 have been paid to the BSE Limited and the National Stock Exchange of India Limited, where the shares of the Bank are listed.
The Global Depository Shares (GDS) of the Bank were listed on Luxembourg Stock Exchange. Consequent to the issuance of notice of termination of the GDS program by the Bank to the Custodian and the Depository, the Depository Agreement entered into between the Bank and the Depository was terminated. Subsequently, the GDS program has been terminated with effect from 4th September 2015.
Trading of shares to be in compulsorily dematerialized form:
The Securities and Exchange Board of India has included the equity shares of the Bank in the list of shares in which trading is compulsorily in dematerialized form, from 29th November 1999. The equity shares of the Bank have been activated for dematerialisation with the National Securities Depository Limited with effect from 4th August 1998 and with the Central Depository Services (India) Limited with effect from 26th February 1999. Pursuant to the sub-division of the equity shares of the Bank, w.e.f. 15th September 2010, the new ISIN is INE237A01028.
Share Transfer System:
Applications for transfers, transmission and transposition are received by the Bank at its Registered Office or at the office(s) of its Registrars & Share Transfer Agents. As the shares of the Bank are in dematerialised form, the transfers are duly processed by NSDL/CDSL in electronic form through the respective depository participants. Shares which are in physical form are processed by the Registrars & Share Transfer Agents on a regular basis and the certificates despatched directly to the investors.
Share transfers, dividend payments and all other investor related activities are attended to and processed at the office of our Registrars & Share Transfer Agents. For lodgement of Transfer Deeds and any other documents or for any grievances/complaints, kindly contact Karvy Computershare Private Limited, contact details of which are provided elsewhere in the Report.
For the convenience of the investors, transfers and complaints from the investors are accepted at the Registered Office between 9:30 a.m. to 5:30 p.m. from Monday to Friday except on bank holidays.
As advised by Securities and Exchange Board of India (“SEBI”) the Bank has designated email- id of its Compliance Officer i.e. investor.grievances@ kotak.com for the purpose of registering complaints by the investors. The same has also been displayed on the website of the Bank.
Kotak Mahindra Bank Limited
Registered Office :
27BKC, C 7, G Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400 051.
Tel. No.: (022) 61660000 Fax : (022) 67132403
E-mail : email@example.com Website : www.kotak.com
Transfer to Investor Education and Protection Fund:
Pursuant to Section 205C of the Companies Act, 1956, dividends that are unclaimed for a period of seven years get transferred to the Investor Education and Protection Fund administered by the Central Government. The table given below gives the dates of dividend declaration and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government.
The Bank has Nil GDS outstanding as at 31st March 2016.
The Bank has complied with all the mandatory and some of the non mandatory requirements of the Code of Corporate Governance stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Compliance with Non-mandatory Requirements:
1) The Board
The office of Non-Executive Chairman of the Bank is maintained by the Bank at its expenses and all the expenses incurred in performance of his duties are reimbursed by the Bank.
2) Shareholder Rights
The quarterly results of the Bank are published in one English and one Marathi newspaper, having wide circulation in Maharashtra. Further, the quarterly results are also posted on the website of the Bank – www.kotak.com and on the websites of the Stock Exchanges with which the Bank is listed. Along with the quarterly results, detailed earnings updates are also given on the website of the Bank. Further, a quarterly investors’/ analysts’ conference call is made to discuss the financial results and performance of the Bank and the Group, the transcripts of which are posted on the website of the Bank. The quarterly results are sent by email to those shareholders whose email Ids are registered with the Bank / Depository for communication purposes. In view of the foregoing, the half-yearly results of the Bank are not sent to the shareholders individually.
3) Audit qualifications
During the period under review, there were no audit qualifications in the Bank’s financial statements. The Bank continues to adopt best accounting practices and has complied with the Accounting Standards and there is no difference in the treatment.
4) Separate Posts of Chairman and Managing Director / CEO
Dr. Shankar Acharya, a Non-Executive Director is the Chairman and Mr. Uday Kotak is the Executive Vice-Chairman & Managing Director of the Bank.
5) Reporting of Internal Auditor
The Head - Internal Audit reports to the Audit Committee of the Board.
(A) The Management Discussion & Analysis Report
The Management Discussion & Analysis Report, giving an overview of the industry, the Bank’s business and its financials is provided separately as a part of this Annual Report.
(B) Means of Communication
The Board of Directors of the Bank approves the unaudited financial results on a quarterly basis within one month of the quarter and the results are promptly forwarded to the stock exchanges and are published in one English and one Marathi (Regional Language) newspaper, within 48 hours of the conclusion of the Board Meeting. The results as well as other press releases are simultaneously displayed on the Bank’s website www. kotak.com. The website also displays all official news releases by the Bank from time to time as also the Earnings Updates and presentations made to investors and analysts. In addition to this, the quarterly results and earnings update are also prepared and posted on the website of the Bank.
Further, the quarterly results are sent by email to those shareholders whose email Ids are registered with the Bank / Depository for communication purposes. The Bank also publishes its Balance Sheet and Profit and Loss Account together with the Auditors’ Report in a newspaper as required in terms of Section 31 of the Banking Regulation Act, 1949 and Rule 15 of the Banking Regulation (Companies) Rules, 1949.
Pursuant to the Companies (Accounts) Rules, 2014, the Bank proposes to send the financial statements for the year ended 31st March 2016, by electronic mode to the members whose email Ids are registered with the Bank / Depository for communication purposes.
The financial results and other information filed by the Bank from time to time is also available on the website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited. The said stock exchanges have introduced NSE Electronic Application Processing System (NEAPS) and BSE Listing centre. Various compliances as required / prescribed under the listing Regulations are filed through these systems.
For Kotak Mahindra Bank Limited
Dr. Shankar Acharya Uday Kotak
Chairman Executive Vice Chairman and Managing Director
Place : Mumbai
Date : 11th May 2016