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Products & Services    >   Company Profile   >   Directors Report
IndusInd Bank Ltd
Industry : Banks - Private Sector
BSE Code:532187NSE Symbol:INDUSINDBKP/E :31.28
ISIN Demat:INE095A01012Div & Yield %:0.4EPS :60.08
Book Value:390.7173298Market Cap (Rs.Cr):112812.5Face Value :10

The Board of Directors of the Bank have pleasure in presenting the Twenty-third Annual Report covering business and operations of the Bank, together with the Audited Financial Statements for the year ended March 31,2017.

The financial performance for the year ended March 31,2017 is summarized as under:

(' in crores)
Particulars As on March 31,2017 As on March 31,2016
Deposits 126,572.22 93,000.35
Advances 113,080.51 88,419.34
Operating Profit (before Depreciation and Provisions and Contingencies) 5,641.71 4,297.94
Net Profit 2,867.89 2,286.45

During the year under review, despite a persistently challenging operating environment, the Bank improved its business, with Deposits growing by 36.10% and Advances by 27.89% over the previous year.

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

Operating Profit (before Depreciation and Provisions and Contingencies) rose robustly by 31.27% to ' 5,641.71 crores, as compared to ' 4,297.94 crores in the previous year.

The Net Profit of the Bank, after considering all expenses and necessary Provisions and Contingencies, was higher by 25.43% at ' 2,867.89 crores, as against ' 2,286.45 crores in the previous year.

Appropriations

The Directors recommend appropriation of Profit as under:

(' in crores)
Operating Profit before Depreciation and Provisions and Contingencies 5,641.71
Less: Depreciation on Fixed Assets 190.69
Less: Provisions and Contingencies inclusive of Income Tax 2,583.13
Net Profit 2,867.89
Profit Brought forward 5,013.45
Amount available for Appropriation 7,881.34
Transfer to Statutory Reserve 716.97
Transfer to Capital Reserve 45.54
Dividend (including Tax on Dividend)(pertaining to shares allotted after March 31,2016 until Record Date for the 22nd AGM held on July 1,2016) 0.45
Total Appropriations 762.96
Balance carried over to Balance Sheet 7,118.38

Dividend

The Earning Per Share (EPS) of the Bank rose to ' 48.06 during the year 2016-17, from ' 39.68 in the previous year.

In view of the overall improvement in performance as well as the need to conserve Capital for continued growth, the Directors recommend Dividend of ' 6.00 per Equity Share of ' 10 each for the year ended March 31,2017. (Dividend for the year 2015-16 was ' 4.50 per Equity Share of ' 10 each).

Considering the Equity Shares outstanding as at March 31, 2017, the total amount of Dividend payable, including Taxes to be borne by the Bank, amounts to ' 431.95 crores. In accordance with the revised AS 4 - ‘Contingencies and events occurring after the Balance Sheet Date', this amount is not accounted for as ‘Liabilities' as at March 31,2017.

Financial Performance and State of Affairs of the Bank

The year under review marked the end of the third Planning Cycle (2014-17), themed ‘Market Share with Profitability' to Double the Bank in 3 years. The Bank has now commenced implementation of Planning Cycle 4, covering the period 2017-20 with the theme: ‘Digitize to Differentiate, Diversify and Create Domain Leadership' with a strategy to gain ‘Market Share with Profitability'.

Backed by improved volumes, the Total Income ofthe Bank forthe year under review grew by 22.47% to ' 18,577.16 crores from ' 15,168.69 crores.

The healthy rise in profitability was the result of growth in Net Interest Income (Nil) as well as Non-Interest Income. Net Interest Income improved robustly by 34.23% to ' 6,062.60 crores from ' 4,516.57 crores, while Non-Interest Income rose to ' 4,171.49 crores from ' 3,296.95 crores, registering growth of 26.53%.

Core Fee Income such as commission, exchange, loan processing and account management fees, fees on Investment Banking and distribution of third-party products, and earnings from foreign exchange business grew by 24.17% to ' 3,488.59 crores from ' 2,809.59 crores earned during the previous year.

In view ofthe softening of interest rates, yield on Advances dropped to 11.71% during the year, as against 12.24% in the previous year, while the Cost of Deposits fell to 6.41% from 7.25% in the previous year. The Net Interest Margin (NIM) for the year improved to 3.99% as compared to 3.81% in the previous year, due to the composition of the Asset Portfolio, benign interest rate movements during the year, and judicious mobilization of funding resources through deposits and borrowings, including overseas borrowings and refinance from institutions.

The Bank expanded its branch network steadily to reach 1,200 branches, as against 1,000 branches at the beginning of the year. Revenue per employee during the year remained steady at ' 40 lakhs.

The quality of the Loan Book remained stable with Net Non-Performing Assets (Net NPAs) standing at 0.39% as at March 31, 2017 as against 0.36% a year ago. The Provisioning Coverage Ratio (PCR) stood at 58.39% as compared to 58.58% in the previous year.

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

• International Financial Services Center (IFSC) Banking Unit (IBU) went live on June 28, 2016atthe GIFT City.

• Upper Tier II Bonds issued in 2006 were redeemed in November 2016 and January 2017, as these bonds are not Basel Ill-compliant and carried a stepped up coupon after the initial run of 10years.

• A follow-on issue of Rated, Listed, Senior Unsecured, Redeemable, Non-Convertible Long-Term Infrastructure Bonds for ' 1,500 crores was made in December 2016.

• The first issue of Basel Ill-compliant Additional Tier I Non-Convertible, Perpetual, Subordinated, Unsecured Bonds for ' 1,000 crores was made in March 2017.

Digitization initiatives continued to be a key thrust area of the Bank during the year under review, amplifying the agility in responding to market forces. The IndusPay application on the Unified Payments Interface (UPI) platform, a step to boost Digital and Mobile Banking service was launched during the year. The Bank introduced several new products and services for select client segments through its Consumer Banking, Transaction Banking and Global Markets Groups. The Bank kept up its focus on deepening as well as strengthening of the fee-based income streams, resulting in smart growth in Non-Interest Income.

Performance of Subsidiary and Associate Company

ALF Insurance Services Private Limited, a wholly owned subsidiary of the Bank which was set up to do the business of Insurance Broking, was under Voluntary Winding-up. On February 24, 2016, the Liquidator had approved repayment of the entire Share Capital and subsequently, the Company was liquidated vide Order dated June 14, 2016 issued by the Hon'ble Madras High Court.

Induslnd Marketing and Financial Services Private Limited (IMFS) is an Associate Company of the Bank and is engaged in the business of providing manpower services. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Bank has drawn up a Consolidated Financial Statement including the Financial Statement of its Associate Company, which also forms a part of this Annual Report.

During FY2016-17, IMFS earned Revenue ofRs. 217.21 crores, as against Revenue of ' 179.43 crores in the previous year. IMFS earned Profit ofRs. 0.93 crore in FY 2016-17.

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

During the year under review, the Bank has agreed with Infrastructure Leasing & Financial Services Ltd. (IL&FS), the Promoter shareholder of IL&FS Securities Services Ltd. (ISSL), to acquire 100% of ISSL along with acquisition of the securities financing portfolio from IL&FS Financial Services Ltd. (IFIN).

The above transaction is subject to execution of definitive agreements, respective Board approvals, and regulatory approvals, including from Reserve Bank of India.

Share Capital

The Paid-up Equity Capital of the Bank as at March 31,2017 consisted of 59,81,48,705 Equity Shares ofRs. 10 each.

During the year under review, the Bank allotted 31,62,370 Equity Shares of ' 10/- each pursuant to exercise of Options under its Employee Stock Option Scheme, 2007.

The Bank has not issued any Equity Shares with differential voting rights.

Debentures

During the year, the Bank issued Long-Term Bonds and Additional Tier I Bonds in the nature of Debentures on private placement basis. The details are as under:

(i) 15,000 Rated, Listed, Senior Unsecured, Redeemable, Non-Convertible Long-Term Infrastructure Bonds in the nature of Debentures of Face value of ' 10,00,000 (Rupees Ten Lakhs each) for cash at par amounting to ' 1,500 crores, allotted on December 9, 2016.

(ii) 10,000 Rated, Listed, Non- Convertible, Perpetual, Subordinated, & Unsecured Basel Ill-Compliant Additional Tier I Bonds in the nature of Debentures of Face Value of' 10,00,000 (Rupees Ten Lakhs each) for cash at par amounting to ' 1,000 crores, alloted on March 22, 2017.

Pursuant to Regulation 53 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the names of the Debenture Trustees and their contact details are given below:

Trustee I:
Name of Debenture Trustees CatalystTrusteeship Limited (formerlyGDATrusteeship Ltd.)
Address GDA House, S. No.94/95, Plot No.85, Bhusari Colony (Right), Kothrud, Pune-411 038, Maharashtra, India.
Website www.catalysttrustee.com
E-mail dt@ctltrustee.com
Trustee II:
Name of Debenture Trustees Beacon Trusteeship Limited
Address Prabhat Kunj, Prabhat Colony, 3, Santa Cruz (East), Mumbai - 400 055
Website www.beacontrustee.co.in
E-mail info@beacontrustee.co.in
Trustee III:
Name of Debenture Trustees IDBI Trusteeship Services Limited*
Address Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001
Website www.idbitrustee.com
E-mail address itsl@idbitrustee.com

*IDBI Trusteeship Services Ltd. acted as Trustee for Upper Tier II Bonds issued in 2006 amounting to ' 308.90 crores. During the year under review, these Bonds were redeemed by the Bank pursuant to exercising Call Option.

Tier II Capital

The Bank did not raise any Tier II Capital during the year.

Upper Tier II Bonds (Series VIII, IX and X) amounting to ' 308.90 crores, issued in 2006, were redeemed during the year by exercising the Call Option after obtaining necessary approvals.

Deposits

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

Capital Adequacy

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

Particulars March 31,2017 March 31,2016
i) Capital Adequacy Ratio (CRAR) 15.31% 15.50%
ii) CRAR- Common EquityTier 1 Capital 14.02% 14.92%
iii) CRAR- Tier 1 Capital 14.72% 14.92%
iv) CRAR- Tier 2 Capital 0.59% 0.58%

Credit Ratings

Instruments Rating Rating Agency
Infra Bond program AA+ CRISIL
Additional Tier 1 Bond program AA CRISIL
Certificates of Deposit A1 + CRISIL
Senior Bonds program AA+ India Ratings and Research
Additional Tier 1 Bond AA India Ratings and Research
Short-Term Debt instruments A1 + India Ratings and Research

Directors

Bank's Board comprised nine Directors as on March 31, 2017, viz., Mr. R. Seshasayee, Part-time Non-Executive Chairman, six Independent Directors. Mr. Yashodhan M. Kale, Non-Executive Non-Independent Director, and Mr. Romesh Sobti, Managing Director & CEO.

(a) Independent Non-Executive Directors

In terms of Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and based on the declarations received under Section 149(7) of the Companies Act, 2013 by the Bank for the financial year ended March 31,2017, the following Non-Executive Directors continue to be identified as Independent Directors as on March 31,2017:

(i) Mrs. Kanchan Chitale

(ii) Mr. VijayVaid

(iii) Mr. T. Anantha Narayanan

(iv) Mr. Ranbir Singh Butola

(v) Mr. Shanker Annaswamy

(vi) Dr. T. T. Ram Mohan.

(b) Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, specified companies are required to have at least one Woman Director in their Board.

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

(c) Chairman of the Board

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

Shareholders of the Bank had, in the 21st AGM held on August 17, 2015, approved the re-appointment of Mr. R. Seshasayee as Part-time Non-Executive Chairman for a period of 2 years with effect from July 24, 2015 and accordingly, his current term shall expire on July 23, 2017.

Approval ofthe shareholders is requested for re-appointment of Mr. R. Seshasayee as Part-time Non-Executive Chairman of the Bank for a period of two years with effect from July 24, 2017, subject to approval of the Reserve Bank of India.

(d) Managing Director & CEO

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

Shareholders of the Bank had, in the 21st AGM of the Bank held on August 17, 2015, approved the re-appointment of Mr. Romesh Sobti as Managing Director & CEO of the Bank for a period of three years w. e. f. February 1,2015.

Reserve Bank of India have also conveyed their approval for the re-appointment of Mr. Romesh Sobti as Managing Director and CEO of the Bank for a further period of three years, w.e.f. February 1,2015 until January 31,2018.

(e) Retirement of Directors by rotation and Appointment / Re-appointment of Directors

(i) In order to ensure compliance with Section 152(6) ofthe Act, the Board has considered Mr. Romesh Sobti, Managing Director & CEO, as liable to retire by rotation.

Mr. Romesh Sobti (DIN: 00031034), Managing Director & CEO shall accordingly retire at the ensuing AGM and being eligible, offers himself for re-appointment.

(ii) In terms of requirements of the Companies Act, 2013, applicable provisions of the Banking Regulation Act, 1949, and guidelines issued by the Reserve Bank of India, approval of the shareholders by way of Ordinary Resolution is requested for re-appointment of Mr. R. Seshasayee (DIN: 00047985) as ‘Part-time Non-Executive Chairman' of the Bank, for a period of two years with effect from July 24, 2017, subject to approval of the Reserve Bank of India.

In terms of provisions of Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and SS-2 issued by the Institute of Company Secretaries of India, brief profile of the Directors seeking appointment / re-appointment at the ensuing Annual General Meeting, have been furnished in the Notice convening the 23rd AGM.

During the year under review, Dr. T. T. Ram Mohan (DIN: 00008651), was appointed as ‘Additional Director' in the category of ‘Independent, Non-Executive' bythe Board in its meeting held on May 12, 2016.

In terms of requirements ofthe Companies Act, 2013, approval ofthe shareholders has been obtained in the 22nd AGM of the Bank held on July 1, 2016, for appointment of Dr. T. T. Ram Mohan in the category of ‘Independent Non-executive Director' for a period of four years, to hold office up to May 11,2020.

Board and Committee Meetings

During the year, nine meetings of the Board and six meetings of the Audit Committee were held, the details of which are given in the Corporate Governance Report, which forms an integral part ofthe Annual Report.

The Board has constituted the Audit Committee of the Board, with Mr. T. Anantha Narayanan as Chairman and Mrs. Kanchan Chitale, Mr. Ranbir Singh Butola, Mr. Yashodhan M. Kale and Mr. Shanker Annaswamy as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

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

Performance Evaluation of the Board and its Committees

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

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

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

The performance ofthe Board as a whole, Committees ofthe Board, Directors individually, and ofthe Chairman has been evaluated by the Committee of Independent Directors, Nomination & Remuneration Committee, and by the Board of Directors in their meeting held on May 9, 2017.

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

System for Internal Financial Controls and its Adequacy

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

Conservation of energy and technology absorption and foreign exchange earnings and outgo

Considering the nature of its activities as an entity in the Financial Services sector, the Bank has voluntarily taken steps towards conservation of energy and technology absorption, thus ensuring compliance with the provisions of Section 134 (3) ofthe Companies Act, 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules, 2014. Details ofthe same are furnished in the Management and Discussion Analysis Report, which forms part of the Annual Report. The Bank has made optimum use of Information Technology in its operations. The details of foreign exchange earnings and outgo are also mentioned in the section on Management and Discussion Analysis.

Risk Management

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

Risk Management functions in the Bank have been aligned with best industry practices, supported by advanced risk measurement and analytical systems, which enables proactive risk management and monitoring.

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

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

Details of Risk Management models and frameworks implemented by the Bank are mentioned under ‘Management Discussion and Analysis'.

Vigil Mechanism / Whistle Blower Policy

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

The said Policy is in compliance with RBI Guidelines, provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism at the Bank requires submission of Quarterly Reviews before the Audit Committee of the Board, and placing of Annual Reviews before the Audit Committee and the Board of Directors.

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

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

The Bank has been awarded ‘Certificate of Commitment' bythe Central Vigilance Commission.

The Bank's Whistle Blower Policy is in sync with all statutory and regulatory guidelines on Vigil Mechanism.

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

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

Statutory Auditors

M/s Price Waterhouse Chartered Accountants LLF! Chartered Accountants, Mumbai (Firm's Regn. No. 012754N / N500016), who have audited the accounts of the Bank for the year 2016-17, shall retire at the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment.

Members are requested to consider the re-appointment of M/s Price Waterhouse Chartered Accountants LLF! Chartered Accountants, as the Statutory Auditors of the Bank from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, at a remuneration to be decided by the Board of Directors based on the recommendations of the Audit Committee. Approval of the Reserve Bank of India for their appointment has been received . A certificate has been received from M/s Price Waterhouse Chartered Accountants LLP (PW) to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Independent Auditors' Report

M/s Price Waterhouse Chartered Accountants LLF! Statutory Auditors of the Bank, have audited the accounts of the Bank for the year 2016-17 and their Report is annexed. Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have also reported on the adequacy and operating effectiveness of the internal financial controls system overfinancial reporting, which has been enclosed as ‘Annexure A' to IndependentAuditors' Report.

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

There are no qualifications, reservations or adverse remarks or disclaimers made in the Auditor's Report.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank has appointed M/s Bhandari & Associates, Company Secretaries in Practice, to undertake Secretarial Audit of the Bank for the FY 2016-17. The Secretarial Audit Report submitted by M/s Bhandari & Associates is furnished at Annexure I, and forms an integral part of this Report.

The Secretarial Audit Report submitted by M/s Bhandari & Associates for FY 2016-17 does not contain any qualification, reservation or adverse remark.

Statutory Disclosures

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

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

Information relating to employees required to be furnished under the Companies Act, 2013 and the Rules made thereunder is given under the head "Particulars of Employees" later in this Report.

Employee Stock Option Scheme

The Bank had instituted the Employee Stock Option Scheme (ESOS- 2007) to enable its employees, including Whole-1 time Directors, to participate in the future growth of the Bank. Under the Scheme, Options can be granted, which upon exercise could give rise to the issuance of a number of shares upto 7% of the issued Equity Capital of the Bank from time to time. The eligibility and number of Options to be granted to an employee is determined on the basis of criteria laid down in the Scheme and is approved bythe Compensation Committee ofthe Board of Directors.

An aggregate of 3,98,39,800 Options, comprising 6.66% of the Bank's Equity Capital, have been granted under the Scheme. Statutory disclosures as required by SEBI (Share Based Employee Benefits) Regulations, 2014are given at Annexure III, and form an integral part of this Report.

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

The Employees Stock Option Plan is administered bythe Compensation Committee ofthe Board.

Directors' Responsibility Statement

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

(i) that in the preparation of the Annual Accounts for the year ended March 31,2017, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and that judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank as at March 31,2017 and of the profit of the Bank for the year ended on that date;

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

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

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

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

Extract of Annual Return

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

Particulars of Employees

The Bank had 25,314 employees on its rolls as on March 31,2017.

51 employees who had been employed throughout the year were in receipt of remuneration of ' 1.02 crores per annum or more, and 6 employees employed for part of the year were in receipt of remuneration of ' 8.50 lakhs per month or more.

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

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

Policy on Remuneration to Non-Executive Directors

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

In view of the guidelines contained in RBI Circular dated June 1, 2015 on compensation of Non-Executive Directors of private sector Banks, the Board of Directors have, on the basis of the recommendations of Human Resource and Remuneration Committee (since named as "Nomination & Remuneration Committee"), in their meeting held on May 12, 2016, approved the payment of remuneration of ' 25 lakhs per annum w.e.f. April 1, 2016 to Mr. R. Seshasayee, Part-time Non-Executive Chairman of the Bank (subject to approval of Reserve Bank of India), which has since been received, and to the Non-Executive Directors (other than the Part-time Chairman) in the form of Profit-related Commission not exceeding ' 10 lakhs per annum for each Director, in such manner as may be decided by the Board of Directors.

Shareholders had, in the 22nd Annual General Meeting of the Bank held on July 1,2016, accorded their approval for payment of above-mentioned remuneration in the form of Profit-related Commission to the Non-Executive Directors, including to the Part-time Non-Executive Chairman ofthe Bank, for FY 2016-17, effective from April 1,2016.

Accordingly, during theyear under review, all the Non-Executive Directors, including Part-time Chairman ofthe Bank, received remuneration in the form of Profit-related Commission in addition to Sitting Fees for attending meetings of the Board and ofvarious Board Committees.

As per the Bank's policy, no Stock Options were granted to the Non-Executive Directors.

During the year, the Board of Directors have, on the recommendations of the HR and Remuneration Committee (since renamed as "Nomination & Remuneration Committee") formulated the ‘Policy on Remuneration to Non-Executive Directors', including the Part-time Non-Executive Chairman.

The ‘Policy on Remuneration to Non-Executive Directors' as approved by the Board of Directors is hosted on the Bank's website at the below given link:http://www.indusind.com/important-links/other-useful-information.html

The Board of Directors have also formulated a Policy in relation to Key Managerial Personnel and Senior Management personnel of the Bank. The said Policy is given under "Disclosure on Remuneration" at Note No. 12.6 of the Notes in Schedule 18 to the Financial Statements, which forms an integral part of this Annual Report.

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

Particulars of Loans, Guarantees or Investments outstanding

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013 except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of loans made, guarantees given and investments made by the Bank are disclosed in the Financial Statements as per the applicable provisions of Banking Regulation Act, 1949.

Particulars of Contracts or Arrangements with Related Parties

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

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

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

The Policy on Related Party Transactions as approved by the Board of Directors is hosted on the Bank's website at the below given link :http://www.indusind.com/content/home/important-links/other-useful-information.html

Consolidated Financial Statements

In accordance with Section 129(3) of the Act, Consolidated Financial Statement of the Group, comprising Induslnd Bank Limited (‘the Bank') and Induslnd Marketing and Financial Services Private Limited (‘the Associate'), has been prepared and is included in the Annual Report.

In terms of AS 23, the Bank has prepared the Consolidated Financial Statements for the year ended March 31,2017, wherein the Standalone Financial Statements of the Bank as of that date are consolidated with that of IMFS, an associate in which the Bank has a 30% stake, by adopting the "Equity Method".

Indian Accounting Standards (Ind AS)

The Reserve Bank of India (RBI) issued Circular No. DBR.BRBC.No.76/ 21.07.001/ 2015-16 on February 11, 2016, requiring scheduled commercial banks to comply with the Indian Accounting Standards (Ind AS) for accounting periods beginning April 1, 2018 onwards, with comparatives for periods ending on or after March 31, 2018. Ind AS would be applicable to both Standalone Financial Statements and Consolidated Financial Statements.

The Circular reiterates the timeline for Ind AS implementation by banks that was issued by the Ministry of Corporate Affairs (MCA) in its Press Release dated January 18, 2016. The MCA notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. On September 29, 2015, RBI recommended a roadmap to MCA for implementation of Ind AS from 2018-19 onwards for banks and Non-Banking Financial Companies (NBFCs). Further, in October 2015, RBI issued the Report of its Working Group on implementation of Ind AS by banks in India, which provided recommendations on key areas with a focus on financial instruments, as well as formats for financial statements.

Pursuant to the RBI Circular, the Bank has formed a Steering Committee headed by the Chief Financial Officer, comprising members from cross-functional areas, for the purpose of reviewing and monitoring the progress of implementation. The Bank has set up a Working Group under the guidance of the Steering Committee to conduct

Gap Assessment to identify the differences between the current accounting framework and Ind AS, including the identification ofthe accounting policy options provided under Ind AS 101, First Time Adoption.

Besides augmenting skilled resources within the financial reporting team, the Bank has also engaged the services of leading professionals with international experience to assist in the project. Training programs have been organised for the team members in the Business, Credit and Finance Teams. The Bank is also in the process of identifying the changes required to be made to its systems and processes.

The Audit Committee ofthe Bank's Board of Directors oversees the progress ofthe Ind AS implementation process. Some of the areas of significant accounting impact pursuant to the application of Ind AS are summarised below:

(a) Accounting impact on account of application of Ind AS at the date of transition, i.e., April 1, 2017 will be recognised in equity or other components of equity.

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

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

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

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

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

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

Corporate Social Responsibility

The Bank has voluntarily undertaken various initiatives in the area of Corporate Social Responsibility (CSR) by focusing on sustainability-driven growth.

In terms of the requirements of Section 135 of the Companies Act, 2013 and CSR Rules 2014, the Bank has set up a Board-level CSR Committee to look after the CSR initiatives of the Bank. The Committee is headed by Mrs. Kanchan Chitale as Chairperson, with Mr. Vijay Vaid and Mr. Romesh Sobti as Members. The composition ofthe CSR Committee is in accordancewith Section 135 ofthe Companies Act, 2013.

The Bank has also framed the CSR Policy and strategy that will guide and govern the Bank's activities in focus areas, namely, rural development and inclusiveness, environmental sustainability, preventive healthcare, and other areas of special interest.

During the year under review, the Bank has introduced non-banking Sports Vertical ‘Induslnd for Sports' through which the Bank supported the Para-Champions representing the country at the Paralympics and adopted the Indian Blind Cricket Team who won accolades for the country.

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

Companies, on the basis of criteria prescribed under Section 135 of the Act, are required to spend at least Two per cent of their Average Net Profits made during the three immediately preceding financial years, in pursuance of their Corporate Social Responsibility Policy. Accordingly, the Bank was required to spend '55.27 crores towards CSR activities during FY 2016-17, out of which '33.81 crore (i.e., 1.22% of the Average Net Profits) was utilized on activities specified in Schedule VII of the Companies Act, 2013. Some of the CSR projects are being executed in a phased manner.

Our social and community outreach programmes are gaining scale and momentum every year and hence the absorption of CSR Spend will be better in the coming years as most ofthe projects are long-term.

The Report on CSR activities undertaken by the Bank is set out at Annexure V and forms an integral part of this Report.

Details of the CSR Policy and initiatives adopted by the Bank on CSR are available on Bank's website at the link mentioned below:http://www.indusind.com/content/csr-home/our-approach/csr-policv.html

Business Responsibility Report (BRR)

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

In view ofthe above and in compliance with Regulation 34(2) ofthe Listing Regulations, the Business Responsibility Report (BRR) of the Bank has been enclosed as Annexure VI and forms an integral part of this Report.

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Bank, together with a Certificate from M/s Bhandari & Associates, Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated in the Listing Regulations, forms an integral part of this Report.

A copy of Certificate issued by the Practising Company Secretary is attached as Annexure VII and forms an integral part of this Report.

Management Discussion and Analysis Report

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

Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts that would impact the ‘going concern' status of the Bank and its future operations.

Awards and Accolades

During the year under review, the Bank has received many awards and accolades for excellence in managing Risk, in marketing and communications, CSR initiatives, Information Technology and for Innovations, etc.

Mr. Romesh Sobti, Managing Director & CEO won the most prestigious Business Award ‘The Best CEO (BFSI)' at the Business Today Best CEO Awards 2016.

He also received the "Banker of the Year" award by FE India's Best Bank Awards 2016.

Brief details of various awards are covered in the initial pages of this Annual Report.

Cautionary Statement

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

Material events that have happened after the Balance Sheet date

No material changes and commitments affecting the financial position of the Bank have occurred between the end of the financial year of the company to which the Financial Statements relate and the date of the Report.

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

The Bank has zero tolerance for sexual harassment at the workplace and has adopted a ‘Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace', inline with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Policy aims to provide protection to women employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment.

The Bank has also constituted the Internal Complaints Committees, to enquire into the complaints of sexual harassment and recommend appropriate action.

The Bank received 9 complaints alleging sexual harassment at work place during the financial year 2016-17. The status of the same is as under.

No. of cases received during the year No. of cases closed during the year No. of cases pending for investigation at the end of the year
9 9 Nil

Acknowledgements

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

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

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

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

For and on behalf of the Board of Directors
Place: Mumbai R. Seshasayee
Date: May 9, 2017 Chairman

ANNEXURE II TO THE DIRECTORS' REPORT

The details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Including Amendment Rules, 2016)

> The ratio of the remuneration of each Director to the median remuneration of the employees of the Bank for the financial year is given below:

Name Ratio
Romesh Sobti, Managing Director & CEO 129x
R. Seshasayee, Part-time Non-Executive Chairman# 7.14x

# The ratio of remuneration paid to Mr. R. Seshasayee is based on payment of Profit-related Commission of '25 lakhs per annum, and does not include the Sitting Fees paid.

Details about Remuneration paid to the Managing Director & CEO are given in the Report on Corporate Governance, under the heading ‘Compensation to Whole-time Directors', which forms an integral part of the Annual Report.

From April 2016, in addition to the Sitting Fees paid for attending the meetings of the Board and of various Committees of the Board, all Non-Executive Directors (other than the Chairman) received remuneration in the form of Profit-related Commission of '10 lakhs per annum, in line with RBI Guidelines and on the basis of Members' approval in the 22nd AGM held on July 1,2016.

Mr. R. Seshasayee, Part-time Non-Executive Chairman received remuneration of '25 lakhs in FY 2016-17 in the form of Profit-related Commission as approved by the Reserve Bank of India, and by Members in the 22nd AGM of the Bank.

In view of the guidelines on Compensation to Non-Executive Directors of Private Sector banks contained in RBI Circular dated June 1,2015, remuneration to Non-Executive Directors (other than the Chairman) in the form of Profit-related Commission is capped at '10 lakhs per annum and the same has been paid with effect from April 2016.

The ratio of remuneration to Non-Executive Directors to the median remuneration of the employees of the Bank for the financial year is 2.86x.

> Percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and the Company Secretary in the Financial Year :

Name Percentage
Romesh Sobti, Managing Director & CEO 7%
S. V. Zaregaonkar, Chief Financial Officer 23%
Haresh Gajwani, Company Secretary 13%

> The percentage increase in the median remuneration of employees in the Financial Year:

The median of fixed remuneration of the employees in the financial year increased by about 7.9%.

The calculation of % increase in median of fixed remuneration of employees covers only those employees who received increments in the financial year.

> The number of permanent employees on the rolls of the Bank:

There were 25,314 employees on the rolls of the Bank as on March 31,2017.

> Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- All employees in the Bank are under Managerial Cadre, categorized into Grade Bands of Top Management, Middle Management and Junior Management. Hence, this section is not applicable to the Bank.

> We affirm that the remuneration paid to the Directors, Key Managerial Personnel (KMP) and Employees is as per the Remuneration Policy of the Bank.

Note:

Remuneration of KMPs is as per Form 16 (on an annualised basis), excluding Stock Options exercised, since Options do not form part of total cost to the Bank.

Statutory Disclosures Regarding ESOPs ( Forming part of the Directors' Report for the year ended March 31,2017)

SI. No. Particulars ESOP 2007 (Upto March 31,2017) Options Granted on May 12, 2016 Options Granted on July 11, 2016 Options Granted on August 23, 2016 Options Granted on October 10, 2016 Options Granted on November 16, 2016 Options Granted on January 27, 2017 Options Granted on March 24, 2017
1 No. of options granted 39,839,800 13,500 25,000 2,76,000 1,851,000 33,500 21,500 49,000
2 No. of options surrendered (cancelled) 1,952,124 4,000 0 0 0 0 0 0
3 Pricing Formula

Options granted at market price, except some options granted on July 18,2008, January 28,2010, February 7, 2011, January 29, 2014 and January 12, 2016 are at discount to market price.

4 No. of options Vested 32,687,349 0 0 0 0 0 0 0
5 No. of options Exercised 26,151,565 0 0 0 0 0 0 0
6 No. of shares arising as a result of exercise of options 26,151,565 0 0 0 0 0 0 0
7 Options Lapsed Nil - - - - - - -
8 Variation in terms of ESOP N.A. - - - - - 0 -
9 Money realised by exercise of options (Rs. In Lakhs) 36,606 - - - - - - -
10 Total No. of Options in force 11,736,111 9,500 25,000 276,000 1,851,000 33,500 21,500 49,000
11 Employee-wise details of options granted to;
(a) Key Managerial Personnel, i.e., Managing Director & CEO, Chief Financial Officer and Company Secretary 54,43,000
Mr. S. V. Zaregaonkar, Chief Financial Officer - - - - 1,50,000 - - -
(b) Any other employee who receives a grant in any one year of options amounting to 5% or more of the options granted during the year. (Refer Table A) 44,60,000 2,50,000 14,50,000
(c) Identified employees who were granted option, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Bank at the time of grant. Nil
12 Diluted Earnings per share (EPS) pursuant to issue of shares on exercise of option, calculated as per Accounting Standard (AS) 20- "Earning Per Share"

The Diluted EPS of the Bank calculated after considering the effect of potential equity shares arising on account of exercise of Options is Rs.47.56.

13 Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed

The Bank has charged Rs.3.29 crores to the Profit and Loss account being the intrinsic value of stock options granted for the year ended March 31, 2017. Had the Bank adopted the Black Scholes model based fair valuation, compensation cost for the year ended March 31, 2017, would have increased by T70.05 crores and the proforma profit after tax would have been lower by Rs.45.80 crores. On a proforma basis, the basic and diluted earnings per share would have been Rs.47.29 and Rs.46.80, respectively.

14 Weighted average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock

The weighted average market price of options exercised during the year is Rs.1,129.96 Grants whose Exercise Price equals market price: The weighted average exercise price of options granted during the year is Rs.1,216.73 The weighted average fair value of options granted during the year is Rs.441.07 Grants whose Exercise price is less than market price: N.A.

15 A description of the method and significant assumptions used during the year to estimate the fair value of Options, including the following weighted-average information:

The fair value has been calculated using the Black Scholes Option Pricing model.

Risk Free Interest Rate 7.29% 7.18% 6.98% 6.65% 6.34% 6.52% 6.74%
Expected Life 4.51 4.51 4.51 4.51 4.51 4.51 4.51
Expected Volatility 32.38% 31.68% 31.34% 31.05% 30.94% 30.53% 29.31%
Dividend Yield 0.43% 0.40% 0.38% 0.37% 0.41% 0.36% 0.33%
Price of the underlying share in the market at the time of option grant. 1,053.75 1,126.70 1,186.75 1,220.85 1,093.10 1,265.40 1,383.90
Table "A" Any other employee who receives a grant in any one year of Options amounting to 5% or more of the Options granted during the year
Name Number of Options granted:
Sumant Kathpalia 300,000
Paul Abraham 175,000
Arun Khurana 150,000
Sanjay Mallik 150,000
Roopa Satish 150,000
Sanjeev Anand 125,000
Zubin Mody 125,000
Ramaswamy Meyyappan 125,000
Samir Dewan 250,000
S.V. Parthasarathy 150,000
Note to "Table A"
33% of these Options will vest on 23.08.2017 10.10.2017
33% of these Options will vest on 23.08.2018 10.10.2018
34% of these Options will vest on 23.08.2019 10.10.2019

   

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