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IndusInd Bank Ltd.

BSE: 532187 Sector: Financials
NSE: INDUSINDBK ISIN Code: INE095A01012
BSE 15:42 | 27 Mar 2018 IndusInd Bank Ltd
NSE 05:30 | 01 Jan 1970 IndusInd Bank Ltd
OPEN 1760.40
PREVIOUS CLOSE 1760.40
VOLUME 52514
52-Week high 1818.00
52-Week low 1288.05
P/E 31.48
Mkt Cap.(Rs cr) 107,196
Buy Price 0.00
Buy Qty 0.00
Sell Price 1787.90
Sell Qty 15.00
OPEN 1760.40
CLOSE 1760.40
VOLUME 52514
52-Week high 1818.00
52-Week low 1288.05
P/E 31.48
Mkt Cap.(Rs cr) 107,196
Buy Price 0.00
Buy Qty 0.00
Sell Price 1787.90
Sell Qty 15.00

IndusInd Bank Ltd. (INDUSINDBK) - Director Report

Company director report

DIRECTORS’ REPORT: 2015-16

The Board of Directors of the Bank have pleasure in presenting the Twenty-second AnnualReport covering business and operations of the Bank together with the Audited FinancialStatements for the year ended March 31 2016. The financial performance for the year endedMarch 31 2016 is summarized as under:

(Rs. in crores)
As on March 31 2016 As on March 31 2015
Deposits 93000.35 74134.36
Advances 88419.34 68788.20
Operating Profit (before Depreciation and Provisions and Contingencies) 4297.94 3225.07
Net Profit 2286.45 1793.72

During the year under review despite a pervasive weakness in the global economy andmoderate growth in the Indian economy and a persistently challenging operatingenvironment the Bank improved its business with Deposits growing by 25.45% and Advancesby 28.54% over the previous year.

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

Operating Profit (before Depreciation and Provisions and Contingencies) rose robustlyby 33.27% to Rs. 4297.94 crores as compared to Rs. 3225.07 crores in the previous year.

The Net Profit of the Bank after considering all expenses and necessary Provisions andContingencies was higher by 27.47% at Rs. 2286.45 crores as against Rs.1793.72 croresin the previous year.

Appropriations

The Directors recommend appropriation of Profit as under:

(Rs. in crores)
Operating Profit before Depreciation and Provisions & Contingencies 4297.94
Less: Depreciation on Fixed Assets 156.52
Less: Provisions & Contingencies inclusive of Income Tax 1854.97
Net Profit 2286.45
Profit Brought forward 3664.02
Amount available for Appropriation 5950.47
Transfer to Statutory Reserve 571.61
Transfer to Capital Reserve 13.21
Proposed Dividend 292.62
Tax on Dividend 59.57
Balance carried over to Balance Sheet 5013.46
Total Appropriations 5950.47

Dividend

The Earning Per Share (EPS) of the Bank rose to Rs. 39.68 during the year 2015-16 fromRs. 33.99 in the previous year.

Considering the overall improvement in performance as well as the need to conservecapital for continued growth the Directors recommend Dividend of Rs. 4.50 per EquityShare of Rs. 10/- each for the year ended March 31 2016. (Dividend for the year 2014-15was Rs. 4.00 per Equity Share of Rs.10 each).

During the year unclaimed dividend pertaining to the financial year 2007-08 wastransferred to the Investor Education and Protection Fund (IEPF) after giving due noticeto the Members whose names were appearing in the list of unpaid recipients.

Financial Performance

The year under review witnessed significant volatility in global markets with commodityprices moving to historical low levels and the Chinese economy facing an unprecedentedslowdown while the global economic growth continued to be fragile. The year started withRBI keeping the Policy rates steady in its first bi-monthly Policy on April 7 2015 butmaintained an accommodative stance for future actions. The repo rate was later in theyear reduced by 75 bps to 6.75% which was in addition to the cut of 50 bps done prior toMarch 2015.

The year under review was the second year of the new Triennial Planning Cycle for theBank (Planning Cycle 3 for Financial Years 2015-17) with a strategy to gain ‘MarketShare with Profitability’ through Diversification and Differentiation. The Bankcontinued to leverage its business on the three performance planks of ProductivityProfitability and Efficiency.

Backed by improved volumes the Total Income of the Bank grew by 21.55% to Rs.14877.61 crores from Rs. 12239.97 crores.

The healthy rise in profitability was the result of growth in Net Interest Income (NII)as well as Non-Interest Income. Net Interest Income improved considerably by 32.05% to Rs.4516.57 crores from Rs. 3420.28 crores while Non-Interest Income rose to Rs. 3296.95crores from Rs. 2548.00 crores registering a growth of 29.39%. Core Fee Income such ascommission exchange loan processing and account management fees fees on InvestmentBanking and distribution of third-party products and earnings from foreign exchangebusiness grew by 25.95% to Rs. 2809.59 crores from Rs. 2230.79 crores earned during theprevious year.

Yield on Advances dropped to 12.24% during the year as against 13.12% in the previousyear while the Cost of Deposits fell to 7.25% from 7.92% in the previous year. The NetInterest Margin (NIM) for the year improved to 3.81% as compared to 3.65% in the previousyear mainly due to the composition of the Asset Portfolio benign interest rate movementsduring the year timely equity infusion in July - August 2015 and judicious mobilizationof funding resources through deposits and borrowings including overseas borrowings andrefinance from institutions.

The Bank expanded its branch network steadily to reach 1000 branches as against 801branches at the beginning of the year. Revenue per employee during the year remainedsteady at Rs. 34 lakhs.

The quality of the Loan Book remained stable with Net Non-Performing Assets (Net NPAs)standing at 0.36% as at March 31 2016 as against 0.31% a year ago. The ProvisioningCoverage Ratio (PCR) stood at 58.58% as compared to 62.61% in the previous year.

Digitizing businesses has been a key thrust area of the Bank during the year underreview and most offerings across payments lending deposits and third-partydistribution products were enabled for online sales and service. The Bank has tied up withmost of the leading financial aggregator portals for online acquisition of clientsbesides working with leading e-commerce and payment services providers to offer paymentsolutions to its Retail Business and Institutional clients including Government bodies.

The Bank introduced several new products and services for select client segmentsthrough its Consumer Banking Transaction Banking and Global Markets Groups. IndusMobilea feature-rich and convenient mobile application was launched during the year. QuickPaySwiftPay and OnTheGo Social Banking are some of the technology-enabled solutions launchedduring the year. In October 2015 the Bank became a Corporate Agent of Tata AIA LifeInsurance Company Limited. The Bank kept up its focus on deepening as well asstrengthening of the fee-based income streams resulting in a smart growth in Non-InterestIncome.

Performance of Subsidiary and Associate Company

ALF Insurance Services Private Limited a wholly-owned subsidiary of the Bank which wasset up to do the business of Insurance Broking is under Voluntary Winding-up. Havingsecured appropriate clearances from Tax and other authorities the Liquidator appointed bythe subsidiary realised all the assets and settled all external liabilities. On February24 2016 the said Liquidator made the final distribution to the shareholders andsubsequently filed necessary documents with the Registrar of Companies.

IndusInd Marketing and Financial Services Private Limited (IMFS) is an AssociateCompany 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 includingthe Financial Statement of its Associate Company which also forms a part of the AnnualReport.

The financial position and performance of IMFS are given in the statement containingsalient features of the Financial Statements of the Company which form part of theConsolidated Financial Statements.

A statement containing the salient features of the financial position of the subsidiaryand Associate Company in Form AOC-1 is enclosed as Annexure I.

Share Capital

The Paid-up Equity Capital of the Bank as at March 31 2016 consisted of 594986335Equity Shares of Rs. 10/- each.

During the year under review the Bank allotted 51218640 Equity Shares of Rs. 10/-each at a price of Rs. 845.00 per share aggregating Rs. 4327.98 crores through aQualified Institutions Placement (QIP). Besides the Bank also allotted 8781360 EquityShares of Rs. 10/- each to the Promoters of the Bank at a price of Rs. 857.20 per shareaggregating Rs. 752.74 crores through a Preferential Allotment. Further the Bank allotted5536126 Equity Shares of Rs. 10/- each pursuant to the exercise of Options under itsEmployees Stock Option Scheme 2007.

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

Debentures

The Bank did not issue any debentures during the year under review. Details ofDebenture Trustees are as under:

Trustee I:
Name of Debenture Trustees : GDA Trusteeship Limited
Address : GDA House S. No.94/95 Plot No.85 Bhusari Colony (Right) Kothrud Paud Road Pune – 411 038 Maharashtra India
Website : www.gdatrustee.com
E-mail : info@gdatrustee.com
Trustee II:
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 : itsl@idbitrustee.com

Tier II Capital

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

Deposits

The Bank is a banking company governed by the Banking Regulation Act 1949 and as suchthe provisions in the Companies Act relating to acceptance of Public Deposits are notapplicable.

Capital Adequacy

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

March 31 2016 March 31 2015
i) Capital Adequacy Ratio (CRAR) 15.50% 12.09%
ii) CRAR - Core Equity Tier 1 Capital 14.92% 11.22%
iii) CRAR - Tier 2 Capital 0.58% 0.87%

Credit Ratings

Instruments Rating Rating Agency
Lower Tier II Subordinate Debt program AA+ ICRA
Upper Tier II Bond program AA ICRA
Certificates of Deposit A1+ CRISIL
Short Term Debt Instruments A1+ India Ratings and Research
Lower Tier II Subordinate Debt program AA+ India Ratings and Research
Upper Tier II Bond program AA India Ratings and Research
Senior Bonds program AA+ India Ratings and Research

Directors

The Bank’s Board comprised eight Directors as on March 31 2016 viz. Mr. R.Seshasayee Part-time Non-Executive Chairman Mr. Romesh Sobti Managing Director &CEO Mr. Yashodhan M. Kale Non-Executive Non-Independent Director and five IndependentDirectors inclusive of Mr. Shanker Annaswamy who was appointed by the Board as‘Additional Director’ on January 12 2016.

The Board of Directors had in their meeting held on May 12 2016 appointed Dr. T. T.Ram Mohan DIN 00008651 as ‘Additional Director’ in the category of‘Independent Non-Executive’.

The Board therefore presently comprises nine Directors.

(a) Independent Non-Executive Directors

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Listing Regulations) and based on the Declarations under Section 149(6) of the CompaniesAct 2013 received by the Bank for the financial year ended March 31 2016 the followingNon-Executive Directors are identified as Independent Directors as on March 31 2016:

(i) Mrs. Kanchan Chitale

(ii) Mr. Vijay Vaid

(iii) Mr. T. Anantha Narayanan

(iv) Mr. Ranbir Singh Butola

(v) Mr. Shanker Annaswamy

(b) Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and the ListingRegulations specified companies are required to have at least one Woman Director in theirBoard.

Mrs. Kanchan Chitale who joined the Board on October 18 2011 is an IndependentDirector in the Board and Chairs some important Committees.

(c) Chairman of the Board

Mr. R. Seshasayee DIN 00047985 has been Part-time Non-Executive Non-IndependentChairman of the Bank since July 24 2007.

Shareholders had in the 21st AGM held on August 17 2015 approved there-appointment of Mr. R. Seshasayee as Part-time Non-Executive Chairman of the Bank for aperiod of 2 years with effect from July 24 2015.

Reserve Bank of India had also conveyed their approval for the re-appointment of Mr. R.Seshasayee for 2 years until July 24 2017.

(d) Managing Director & CEO

Mr. Romesh Sobti DIN 00031034 has been the Managing Director & CEO of the Banksince February 1 2008.

Shareholders of the Bank had in the 19th AGM held on June 28 2013approved the re-appointment of Mr. Romesh Sobti as the Managing Director & CEOfor a period of three years.

Reserve Bank of India had also conveyed their approval for the re-appointment of Mr.Romesh Sobti as Managing Director & CEO of the Bank for a further period of threeyears i.e. from February 1 2015 to January 31 2018.

(e) Appointment / Re-appointment / Resignation / Retirement of Directors

In order to ensure compliance with Section 152(6) of the Act the Board has consideredMr. R. Seshasayee Part-time Non-Executive Chairman and Mr. Romesh Sobti ManagingDirector as liable to retire by rotation besides Mr. Yashodhan M. Kale.

Mr. R. Seshasayee DIN 00047985 Part-time Non-Executive Chairman being longest inoffice shall retire at the ensuing AGM and being eligible offers himself forre-appointment for ensuring compliance with Section 152(6) of Act.

Mr. Shanker Annaswamy DIN 00449634 was appointed as ‘AdditionalDirector’ in the category of ‘Independent Non-Executive’ by the Board inits meeting held on January 12 2016 and shall hold office up to the date of the ensuingAnnual General Meeting.

Dr. T. T. Ram Mohan DIN 00008651 was appointed as ‘Additional Director’in the category of ‘Independent Non-Executive’ by the Board in its meeting heldon May 12 2016 and shall hold office up to the date of the ensuing Annual GeneralMeeting.

In terms of requirements of the Companies Act 2013 approval of the shareholders isrequested for appointment of Mr. Shanker Annaswamy and of Dr. T. T. Ram Mohanin the category of "Independent Non-Executive Director" for a period of fouryears with effect from their respective dates of appointment.

Mr. Ashok Kini DIN 00812946 who had been a member of the Board as‘Independent Non-Executive Director’ from January 30 2008 ceased to holdoffice with effect from December 12 2015 on attaining the age of 70 years the maximumage limit prescribed for Directors.

The Directors wish to place on record their appreciation for the valuable contributionsmade by Mr. Ashok Kini towards the deliberations in the Board Meetings during his tenureas Director of the Bank.

Relevant details including brief profiles of the Directors seeking appointment /re-appointment at the ensuing Annual General Meeting have been furnished in the Notice ofthe Annual General Meeting and in the Report on Corporate Governance (under the Sectiontitled ‘Board of Directors’) which forms an integral part of this AnnualReport.

The Bank has received Notices in writing along with requisite Deposit amounts fromMembers pursuant to Section 160 of the Companies Act 2013 signifying their intention topropose the candidature of the respective persons for the office of Director.

Board and Committee Meetings

During the year nine meetings of the Board and seven meetings of the Audit Committeewere held the details of which are given in the Corporate Governance Report which formsan integral part of this Report.

The Board has constituted the Audit Committee with Mr. T. Anantha Narayanan as Chairmanand Mrs. Kanchan Chitale Mr. Ranbir Singh Butola Mr. Yashodhan M. Kale and Mr. ShankerAnnaswamy as Members. There have not been any instances during the year whenrecommendations 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 heldand attendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and the Listing Regulations.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations(erstwhile Clause 49 of the revised Listing Agreement) the Board has carried out annualevaluation of its own performance (Board as a whole) of the Directors individually ofthe Chairman and of the working of its Committees.

The Statement indicating the manner in which the evaluation exercise was conducted isincluded in the Corporate Governance Report which forms an integral part of this Report.

The performance of the Board members Committees of the Board and the Board as a wholehas been evaluated at the meeting of the Committee of Independent Directors NominationCommittee and the Board of Directors in their meetings held on May 12 2016.

System for Internal Financial Controls and its Adequacy

The Bank operates in a fully computerized environment with a Core Banking Systemsupported by diverse application platforms for handling special businesses such asTreasury Trade Finance Credit Cards Retail Loans etc. The process of recording oftransactions in each of the application platforms is subject to various forms of controlssuch as in-built system checks Maker-Checker authorizations independent post-transactionreviews etc. The Financial Statements are prepared based on computer system outputs.Responsibility of preparation of Financial Statements is entrusted to a dedicated unitwhich is completely independent of business risk audit or other functions. This unitdoes not originate accounting entries except for limited matters such as Share CapitalTaxes and Transfers to Reserves. The Bank has implemented adequate procedures and internalcontrols which provide reasonable assurance regarding reliability of financial reportingand preparation of Financial Statements and that such internal financial controls wereadequate and were operating effectively during the year.

Conservation of energy and technology absorption and foreign exchange earnings andoutgo

Considering the nature of its activities as an entity in the Financial Services sectorthe Bank has voluntarily taken steps towards conservation of energy and technologyabsorption thus ensuring compliance with the provisions of Section 134(3) of theCompanies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014.Details of the same are furnished in the Management and Discussion Analysis Report whichforms part of this Report. The Bank has made optimum use of Information Technology in itsoperations. The details of foreign exchange earnings and outgo are also mentioned in thesection on Management and Discussion Analysis.

Risk Management

The Bank has an integrated Risk Management Department independent of businessfunctions covering Credit Risk Market Risk Assets-Liabilities Management (ALM)Operational Risk and Information Security Risk functions.

Risk Management functions in the Bank have been aligned with best industry practicesand are being enhanced progressively adapting to dynamic business environment and marketconditions.

The Bank has comprehensively articulated various risk policies which specify the riskappetite / strategies risk measurement methodologies monitoring and control measuresfor the respective business segments. The policies have been framed keeping risk appetiteas the central objective and business strategies have been aligned to risk policies.

The Bank has implemented "Internal Capital Adequacy Assessment Process"(ICAAP) in line with the Basel III requirements. The Bank has set up a Board-levelCommittee viz. "Risk Management Committee" to examine risk policies andprocedures developed by the Bank and to monitor adherence to various risk parameters andprudential limits by different operating departments.

Details on Risk Management framework / models adopted by the Bank are furnished in the‘Management Discussion and Analysis’.

Vigil Mechanism

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

The said Policy is in compliance with RBI Guidelines provisions of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Vigil Mechanism at the Bank requires submission of Quarterly Reviews before the AuditCommittee of the Board and placing of Annual Reviews before the Audit Committee and theBoard of Directors.

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

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

In compliance with RBI guidelines on "Staff Empowerment" the Board ofDirectors have reviewed the Whistle Blower Policy of the Bank during the year 2015-16.

Further details about the Vigil Mechanism are furnished in the Report on CorporateGovernance and the current Whistle Blower Policy of the Bank is available on theBank’s website at the under-mentioned link:http://www.indusind.com/important-links/other-useful-information.html

Auditors

M/s Price Waterhouse Chartered Accountants LLP Chartered Accountants Mumbai(Firm’s Regn. No. 012754N / N500016) who have audited the accounts of the Bank forthe year 2015-16 shall retire at the conclusion of the ensuing Annual General Meeting andare eligible for re-appointment.

Members are requested to consider the re-appointment of M/s Price Waterhouse CharteredAccountants LLP Chartered Accountants as the Statutory Auditors of the Bank from theconclusion of this Annual General Meeting until the conclusion of the next Annual GeneralMeeting at remuneration to be decided by the Board of Directors based on therecommendations of the Audit Committee. Their appointment is subject to the approval ofthe Reserve Bank of India. A certificate has been received from M/s Price WaterhouseChartered Accountants LLP (PW) to the effect that their appointment if made would bewithin the prescribed limits under Section 141 of the Companies Act 2013.

Independent Auditor’s Report

M/s Price Waterhouse Chartered Accountants LLP Statutory Auditors of the Bank haveaudited the accounts of the Bank for the year 2015-16 and their Report is annexed.Pursuant to Section 143(3)(i) of the Companies Act 2013 the Statutory Auditors have alsoreported on the adequacy and operating effectiveness of the internal financial controlssystem over financial reporting which has been enclosed as ‘Annexure A’ toIndependent Auditor’s Report.

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

There are no qualifications reservations or adverse remarks or disclaimers made in theAuditor’s Report.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Bank has appointed M/s Bhandari& Associates Company Secretaries in Practice (CP. No. 366) to undertakeSecretarial Audit. The Secretarial Audit Report submitted by M/s Bhandari & Associatesis furnished at Annexure II and forms an integral part of this Report.

The Secretarial Audit Report submitted by M/s. Bhandari & Associates for FY 2015-16does not contain any qualification reservation or adverse remark.

Statutory Disclosures

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

The details pursuant to remuneration of Directors and employees in terms of Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given at Annexure III and forms anintegral part of this Report.

The information relating to employees required to be furnished under the Companies Act2013 and the Rules made thereunder is given under the head "Particulars ofEmployees" later in this Report.

Employees Stock Option Scheme

The Bank had instituted an Employee Stock Option Scheme (ESOS-2007) to enable itsemployees including Whole- time Directors to participate in the future growth of theBank. Under the Scheme Options can be granted which upon exercise could give rise to theissuance of a number of shares upto 7% of the issued Equity Capital of the Bank from timeto time. The eligibility and number of Options to be granted to an employee is determinedon the basis of criteria laid down in the Scheme and is approved by the CompensationCommittee of the Board of Directors.

An aggregate of 37570300 Options comprising 6.31% of the Bank’s EquityCapital have been granted under the Scheme. Statutory disclosures as required by SEBI(Share-Based Employee Benefits) Regulations 2014 are given at Annexure IV in 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 beforeMembers in the AGM.

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

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them the Directors make the following statement in terms ofSection 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 2016the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;

(ii) that such accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied consistently and that judgements and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Bank as at March 31 2016 and of the profit of the Bank for theyear ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Bank and for preventing and detecting frauds and otherirregularities;

(iv) that the Annual Financial Statements have been prepared on a ‘goingconcern’ basis;

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

(vi) that systems to ensure compliance with the provisions of all applicable laws werein 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 requiredunder Section 92 of the Companies Act 2013 are included in this Report as Annexure V andform an integral part of this Report.

Particulars of Employees

The Bank had 23060 employees on its rolls as on March 31 2016.

89 employees employed throughout the year were in receipt of remuneration of Rs. 60lakh per annum or more and 12 employees employed for part of the year were in receipt ofremuneration of Rs. 5 lakh per month or more.

The information containing particulars of employees pursuant to Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. However the above Annexureis not being sent along with this Report to the Members in line with the provision ofSection 136 of the Companies Act 2013. Members who are interested in obtaining theparticulars may please write to the Company Secretary at the Secretarial and InvestorServices Office. The aforesaid Annexure is also available for inspection by Members at theRegistered Office of the Bank up to the date of this Annual General Meeting duringbusiness 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.

Remuneration Policy

During the year under review all the Non-Executive Directors received remuneration byway of Sitting Fees for attending the meetings of the Board and of various BoardCommittees. As per the Bank’s policy no Stock Options were granted to theNon-Executive Directors.

Details on compensation to Whole-time Directors are given under Report on CorporateGovernance which forms part of this Report.

The Board of Directors has on the recommendations of the HR & RemunerationCommittee framed a Policy in relation to remuneration of Directors Key ManagementPersonnel and Senior Management of the Bank.

The detailed Remuneration Policy of the Bank is given under "Disclosure onRemuneration" at Note No. 12.6 of the Notes in Schedule 18 to the FinancialStatements which is an integral part of this Report.

In view of the guidelines contained in RBI Circular dated June 1 2015 on compensationof Non-Executive Directors of private sector banks the Board of Directors have in theirmeeting held on May 12 2016 based on the recommendations of Human Resource &Remuneration Committee approved the payment of remuneration of Rs. 25 lakhs per annum toMr. R. Seshasayee Part-time Non-Executive Chairman of the Bank (subject to approval ofReserve Bank of India) and to the Non-Executive Directors (other than the Part-timeNon-Executive Chairman) in the form of Profit-related Commission not exceeding Rs. 10lakhs per annum for each Director in such manner as may be decided by the Board ofDirectors. In compliance with the provisions of the Companies Act 2013 the aboveproposals have been placed for approval of the Members in the 22nd AnnualGeneral Meeting of the Bank.

Particulars of Loans Guarantees or Investments outstanding

Details of Loans Guarantees and Investments made by the Bank are given in the Notes toFinancial Statements.

Consolidated Financial Statements

In accordance with Section 129(3) of the Act Consolidated Financial Statement of theGroup comprising IndusInd Bank Limited (‘the Bank’) and IndusInd Marketing andFinancial Services Private Limited ("the Associate") has been prepared and isincluded in the Annual Report.

In accordance with Para 30 on Transitional provision of Accounting Standard 21 onpreparation of Consolidated Financial Statements on the first occasion comparativefigures for the previous year are not required to be presented. Consequently the Bank hasprepared the Consolidated Financial Statements of the Bank and its Associate for the yearending March 2016 and no comparative figures for the previous year are presented in thecurrent year’s Financial Statements as the consolidated financials have beenpresented to the Board for the first time.

Indian Accounting Standards (IND AS) – IFRS Converged Standards

The Ministry of Corporate Affairs (MCA) vide its notification dated February 16 2015has notified the Companies (Indian Accounting Standards) Rules 2015 and vide itsnotification dated March 30 2016 notified Companies (Indian Accounting Standards)(Amendment) Rules 2016.

The Bank will adopt IND AS beginning April 1 2018 with previous year comparatives.

Corporate Social Responsibility

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

In terms of the requirements of Section 135 of the Companies Act 2013 and CSR Rules2014 the Bank has set up a Board-level CSR Committee to look after the CSR initiatives ofthe Bank. The Committee is headed by Mrs. Kanchan Chitale as Chairperson with Mr. VijayVaid and Mr. Romesh Sobti as Members. The Composition of the CSR Committee is inaccordance with Section 135 of the Companies Act 2013.

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

During the year under review the Bank has committed to Prime Minister’s SwachhBharat Abhiyaan and worked towards financial inclusion and legal literacy. The CSRinitiatives / projects undertaken by the Bank are largely in accordance with Schedule VIIof the Companies Act 2013.

Companies on the basis of criteria prescribed under Section 135 of the Act arerequired to spend at least Two per cent of their Average Net Profits made during the threeimmediately preceding financial years in pursuance of their Corporate SocialResponsibility Policy. Accordingly the Bank was required to spend Rs. 42.76 crorestowards CSR activities during FY 2015-16 out of which Rs. 27.32 crores (i.e. 1.27% ofthe Average Net Profits) was utilized on activities specified in Schedule VII of theCompanies Act 2013. Some of the CSR projects are being executed in a phased manner.

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

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

Related Party Transactions

All transactions entered with ‘Related Parties’ during the year under reviewwere on "arm’s length basis" and in the ‘ordinary course ofbusiness’ and therefore do not attract the provisions of Section 188 of the CompaniesAct 2013. Further there are no materially significant Related Party Transactions duringthe year with any of the Related Parties viz. Promoters Directors and Key ManagementPersonnel or other related entities which may have a potential conflict with the interestof the Bank at large.

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

Business Responsibility Report (BRR)

The Securities & Exchange Board of India vide their Circular dated November 42015 have published revised format of the Business Responsibility Report and havemandated the top 500 listed entities based on market capitalization on BSE Limited andNational Stock Exchange of India Ltd. to include the ‘Business ResponsibilityReport’ (BRR) as part of the Annual Report describing the initiatives taken by thelisted entity from an environmental social and governance perspective in the format asspecified by SEBI.

In view of the above and in compliance with Regulation 34(2) of the ListingRegulations the Business Responsibility Report (BRR) of the Bank has been enclosed asAnnexure VII to this Report and forms an integral part of this Report.

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations aseparate section on Corporate Governance practices followed by the Bank together with aCertificate from Practising Company Secretary confirming compliance forms an integralpart of this Report.

A copy of Certificate issued by Practising Company Secretary is attached as AnnexureVIII to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as prescribed under Regulation 34(2) ofthe 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 thatwould impact the going concern status of the Bank and its futures operations.

Awards and Accolades

During the year under review the Bank has received many awards and accolades forexcellence in managing Risk in Branding CSR initiatives Information Technology and forInnovations.

Mr. Romesh Sobti MD & CEO won the most prestigious Business Award "EYEntrepreneurial CEO of the Year 2015" at the 17th EY Entrepreneur of theYear 2015 India Awards.

He also received the "Banker of the Year" award by FE India’s Best Bank2015.

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

Cautionary Statement

Certain statements in the "Directors’ Report" and in the"Management Discussion and Analysis" describing the Bank’s objectivesestimates and expectations may be ‘forward-looking statements’ within themeaning of applicable Securities Laws and Regulations. Actual results could differsubstantially from those expressed or implied. Important factors that could make adifference include economic conditions in the domestic and overseas markets changes inLaws / 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 haveoccurred between the end of the financial year to which the Financial Statements relateand the date of the Report.

Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace

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 theWorkplace’ in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

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

The Bank has also constituted and notified the Internal Complaints Committees toenquire into the complaints of sexual harassment and recommend appropriate action.

The Bank received 20 complaints alleging sexual harassment at work place during thefinancial year 2015-16. 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
20 20 NIL

Acknowledgements

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

The Directors are also grateful to the Reserve Bank of India the Ministry of CorporateAffairs Securities and Exchange Board of India Insurance Regulatory and DevelopmentAuthority and the Stock Exchanges for the guidance and support extended by them to theBank.

The Board expresses its deep sense of appreciation to all employees for their excellentperformance strong work ethic and unswerving commitment which qualities havecontributed to the Bank’s continued progress in a challenging environment.

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

For and on behalf of the Board of Directors
Place: Mumbai Romesh Sobti Kanchan Chitale
Date: May 12 2016 Managing Director Director

ANNEXURE I TO THE DIRECTORS’ REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the Financial Statement of Subsidiaries /Associate Companies / Joint Ventures

Part "A": Subsidiaries

The Bank did not have any subsidiary in operation during the year ended March 312016. Hence information in this regards is NIL.

Notes :

1 Names of the Subsidiaries which are yet to commence operation: NIL

2 Names of the Subsidiaries which have been liquidated or sold during the year

ALF Insurance Services Private Limited (ALFIS) a wholly owned subsidiary of theBank (till February 24 2016); is under Liquidation and the Liquidator has repaid theentire share capital on February 24 2016; the final formalities for striking off the namefrom the Registrar of Companies are in progress.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Sl. No. Name of Associate Companies / Joint Ventures IndusInd Marketing and Financial Services Private Limited (IMFS)
1 Latest Audited Balance Sheet March 31 2016
2 Shares of Associate / Joint Ventures held by the company on the year end
No of Shares 3000
Amount of Investment in Associate / Joint Venture Rs.30000
Extent of Holding % 30%
3 Description of how there is significant influence Extent of Equity holding in the Associate Company exceeds 20%.
4 Reason why the Associate / Joint Venture is not consolidated Not applicable
5 Net worth attributable to the Banks’s Shareholding (Rs. in Crores) Rs.1.21 crores
6 Profit / Loss for the year
i. Considered in Consolidated Financial Statement (Rs. in Crores) Rs.0.28 crores
ii. Not considered in Consolidated Financial Statement Nil

Notes:

1 Names of Associates or Joint Ventures which are yet to commence operations: NIL

2 Names of the Associates which have been liquidated or sold during the year: NIL

For Price Waterhouse Chartered Accountants LLP For INDUSIND BANK LTD.
Chartered Accountants
Firm Registration No: 012754N / N500016 R. Seshasayee T. Anantha Narayanan
Chairman Director
Russell I Parera Romesh Sobti
Partner Managing Director
Membership No: 042190
Place : Mumbai S. V. Zaregaonkar Haresh Gajwani
Date : April 21 2016 Chief Financial Officer Company Secretary

ANNEXURE II TO THE DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

INDUSIND BANK LIMITED

CIN: L65191PN1994PLC076333

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by IndusInd Bank Limited (hereinaftercalled "the Bank") having CIN: L65191PN1994PLC076333. Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Bank’s books papers minute books forms andreturns filed and other records maintained by the Bank and also the information providedby the Bank its officers agents and authorized representatives during the conduct ofSecretarial Audit we hereby report that in our opinion the Bank has during the auditperiod covering the financial year ended on March 31 2016 complied with thestatutory provisions listed hereunder and also that the Bank has proper Board-processesand compliance mechanism in place to the extent in the manner and subject to thereporting made hereinafter.

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Bank for the financial year ended on March 31 2016 according tothe provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder.

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and External Commercial Borrowings. The Bankdoes not have any Overseas Direct Investment during the financial year.

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and Regulations 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulation 2014;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g . The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009# ; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998# ;

# The Regulations or Guidelines as the case may be were not applicable for the periodunder review.

The list of Acts Laws and Regulations specifically applicable to the Bank are givenbelow:

vi. The Banking Regulation Act 1949.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by the Institute of Company Secretaries of India.;

ii. The Listing Agreements entered into by the Company with Stock Exchange(s).

iii. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations").

During the period under review the Bank has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above to the extent applicable.

We further report that -

The Board of Directors of the Bank is duly constituted with proper balance of ExecutiveDirectors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

During the period under review decisions were carried through unanimously and nodissenting views were observed while reviewing the Minutes.

We further report that there are adequate systems and processes in the Bankcommensurate with the size and operations of the Bank to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the Bank has undertaken followingevents / actions –

I. Members approval has been obtained through Postal Ballot on June 8 2015 pursuant tothe provisions of Section 42 and Section 62 of the Companies Act 2013 to create offerissue and allot such number of Equity Shares in one or more tranches to QualifiedInstitutional Buyers ("QIBs") under the Qualified Institutions Placement("QIP") route in terms of Chapter VIII of the SEBI (Issue of Capital andDisclosure Requirements) Regulations 2009 in the domestic or one or more internationalmarkets whether or not such investors are members of the Bank through PlacementDocument(s) or Offer Letter(s) not exceeding 10% of the Authorised Share Capital of theBank i.e. 60000000 Equity Shares of Rs. 10/- each at an aggregate issue size of Rs.60 crores in face value at such price or prices whether at a discount or premium to themarket price.

II. Members approval has been obtained through Postal Ballot on July 30 2015 pursuantto the provisions of Section 42 and Section 62 of the Companies Act 2013 to offer issueand allot on a preferential basis up to 8781360 Equity Shares of Rs. 10/- each i.e. upto 1.5% of the Authorised Equity Share Capital of the Bank of Rs. 600 crores and withinthe limit of 10% of the Authorised Equity Share Capital of the Bank as approved by themembers through Postal Ballot on June 8 2015.

III. Members approval has been obtained at the Annual General Meeting held on August17 2015 pursuant to the provisions of Section 180(1)(c) of the Companies Act 2013 toborrowings by the Board of Directors from time to time such sum or sums of monies as theymay deem necessary for the purpose of carrying on the business of the Bank so howeverthat apart from temporary loans obtained from the bankers in the ordinary course ofbusiness and acceptances of deposits of money from public repayable on demand or otherwiseand / or temporary loans obtained in the ordinary course of business whether in India oroutside India the total amount of such borrowings outstanding at any time shall notexceed Rs. 35000 crores.

IV. Members approval has been obtained at the Annual General Meeting held on August 172015 pursuant to the provisions of Section 42 of the Companies Act 2013 forborrowings/raising of funds by the Bank in the Indian / foreign currency by way of issueof securities including but not limited to Bonds and Non-convertible Debentures (NCDs)i.e. Long-Term Infrastructure Bonds and Subordinated Non-convertible Debentures / Bondseligible to be included as Additional Tier 1 (AT1) and Tier 2 (T2) Capital of the Bank upto Rs. 5000 crores on Private Placement basis.

For Bhandari & Associates

Company Secretaries

S. N. Bhandari

Partner

FCS No.: 761; C.P. No. : 366

Place : Mumbai

Date : May 12 2016

This report is to be read with our letter of even date which is annexed as Annexure‘A’ and forms an integral part of this report.

ANNEXURE A TO THE SECRETARIAL AUDIT REPORT

To

The Members

INDUSIND BANK LIMITED

CIN: L65191PN1994PLC076333

Our Secretarial Audit Report for the Financial Year ended on March 31 2016 of evendate is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theBank. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Bank.

4. Whereever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Bank nor of the efficacy or effectiveness with which the management has conducted theaffairs of the Bank.

For Bhandari & Associates

Company Secretaries

S. N. Bhandari

Partner

FCS No: 761; C.P. No: 366

Place : Mumbai

Date : May 12 2016

ANNEXURE III TO THE DIRECTORS’ REPORT

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

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

Name Ratio
Romesh Sobti (Managing Director & CEO) 131x

All Directors except Managing Director & CEO are "Non-Executive" andreceive remuneration only by way of Sitting Fees for attending the meetings of the Boardand of the Committees of the Board.

• The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary if any in the financial year:

Name Percentage
Romesh Sobti (Managing Director & CEO) 7%
S. V. Zaregaonkar (Chief Financial Officer) 14%
Haresh Gajwani (Company Secretary) 9.4%

• The percentage increase in the median remuneration of employees in the financialyear:

The median of fixed remuneration of the employees in the financial year was increasedby around 7.5%. The calculation of % increase in median of fixed remuneration of employeesis made only for those employees who were eligible and received increments in thefinancial year.

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

There were 23060 employees on the rolls of the Bank as on March 31 2016.

• The explanation on the relationship between average increase in remuneration andperformance of the Bank;

Average increase in remuneration of employees of the Bank for FY 2015-16 is based on:

• Annual financial performance of the Bank

• RBI Compensation guidelines for Whole Time Directors / Chief Executive Officers/ Risk Takers and Control function staff.

• Market trends and Industry benchmarks

• Individual Performance rating for FY15

• Objective of rewarding and retaining critical talent / high performers.

Accordingly average increase in fixed remuneration of employees is 9.4%. Thecalculation of % increase in fixed remuneration is calculated only for those employees whowere eligible and received increments in FY 2015-16.

• Comparison of the remuneration of the Key Managerial Personnel (KMPs) againstthe performance of the Bank:

For FY 2015-16 KMPs were paid approx 0.35% of the Profit After Tax for the year.

• Comparison of each remuneration of the Key Managerial Personnel (KMP) againstthe performance of the Bank:

The comparison of remuneration of each of the KMPs against the performance of the Bankis as under:

Particulars % of PAT for FY 2015-16
- Managing Director & CEO 0.21%
- Chief Financial Officer 0.11%
- Company Secretary 0.03%

• Variations in the market capitalisation of the Bank price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Bank in comparison tothe rate at which the bank came out with the last public offer in case of listedcompanies:

The Market Capitalization of the Bank has increased from Rs.46909.29 crores as ofMarch 31 2015 to Rs. 57570.88 crores as of March 31 2016. Over the same period theprice to earnings ratio moved from 26.07x to 24.39x. The Bank’s stock price as atMarch 31 2016 has increased by 2050.22% to Rs. 967.60 over the last public offeringi.e. IPO in November 1997 at the price of Rs. 45 per share.

• Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

- All employees in the Bank are classified under Managerial Role viz. Top ManagementSenior Management Middle Management and Junior Management etc. Hence this section isNot Applicable to the Bank.

• The details of the key parameters for any variable components of remunerationavailed by the Directors:

Other than Managing Director & CEO all other Directors are entitled to SittingFees and reimbursement of expenses incurred on travelling and accommodation for attendingthe meetings of the Board and of the Committees thereof as may be decided by the Boardfrom time to time and do not receive remuneration in any form from the Bank.

The variable component of the remuneration for Managing Director & CEO is based onthe following parameters:

- Annual performance on Bank’s business objectives approved at the beginning ofthe financial year by the Board of Directors.

- Bank’s financial performance and profitability.

- The variable component of the remuneration is based on the Bank’s compensationpolicy designed as per the RBI guidelines on Compensation of Whole Time Directors / ChiefExecutive Officers / Risk Takers and Control function staff.

• The Ratio of the remuneration of highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

Managing Director & CEO is the only Executive Director on the Board of the Bankand draws remuneration from the Bank subject to approval of the shareholders of the Bankand Reserve Bank of India.

No employee of the Bank was in receipt of remuneration in excess of the ManagingDirector & CEO during the year. Hence this section is not applicable to the Bank.

• Affirmation that the remuneration is as per the Remuneration Policy of the Bank.

Yes it is as per the Remuneration Policy.

Note:

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

ANNEXURE IV TO THE DIRECTORS’ REPORT

Statutory Disclosures Regarding ESOPs (Forming part of the Directors’ Report forthe year ended March 31 2016)

Sl. No. Particulars ESOP 2007 (As at March 31 2016) Options Granted on May 22 2015 Options Granted on July 24 2015 Options Granted on September 21 2015 Options Granted on November 4 2015 Options Granted on January 12 2016
1 No. of options granted 37570300 52600 1630000 193000 93500 1033500
2 No. of options surrendered (cancelled) 1694854 3000 36000 10000 6000 -
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 29790351 0 8000 - - -
5 No. of options Exercised 22989195 - - - - -
6 No. of shares arising as a result of exercise of options 22989195 - - - -
7 Options Lapsed 0 - - - - -
8 Variation in terms of ESOP N.A. - - - - -
9 Money realised by exercise of options (Rs. In Lakhs) 26944 - - - - -
10 Total No. of Options in force 12886251 49600 1594000 183000 87500 1033500
11 Employee-wise details of options granted to:
(a) Key managerial personnel i.e. MD & CEO and SEVPs etc. 18899000 - - - - -
Mr. Romesh Sobti (MD & CEO) - - - - - 1000000
(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. 3760000 - - 150000 - -
(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.39.26
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. 2.22 crores to the Profit and Loss account being the intrinsic value of stock options granted for the year ended March 31 2016. Had the Bank adopted the Black Scholes model based fair valuation compensation cost for the year ended March 31 2016 would have increased by Rs. 67.88 crores and the proforma profit after tax would have been lower by Rs. 44.39 crores. On a proforma basis the basic and diluted earnings per share would have been Rs. 38.91 and Rs. 38.49 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. 877.86 Grants whose Exercise Price equals market price:
The weighted average exercise price of options granted during the year is Rs. 942.14
The weighted average fair value of options granted during the year is Rs. 383.46
Grants whose Exercise price is less than market price:
The weighted average exercise price of options granted during the year is Rs. 886.75
The weighted average fair value of options granted during the year is Rs. 382.02
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 7.84% 7.82% 7.74% 7.58% 7.55%
Expected Life 4.50 4.50 4.50 4.50 4.51
Expected Volatility 36.43% 35.63% 35.26% 34.97% 32.61%
Dividend Yield 0.41% 0.42% 0.44% 0.44% 0.43%
Price of the underlying share in the market at the time of option grant. 848.20 949.80 918.65 911.85 936.75
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:
Bijananda Pattanayak 150000
Romesh Sobti 1000000
Note to "Table A"
33% of these Options will vest on 21/9/2016 12/1/2017
33% of these Options will vest on 21/9/2017 12/1/2018
34% of these Options will vest on 21/9/2018 12/1/2019

ANNEXURE V TO THE DIRECTORS’ REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2016

[Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. Registration and other details:

CIN L65191PN1994PLC076333
Registration Date January 31 1994
Name of the Company IndusInd Bank Limited
Category / Sub-Category of the Company Private Sector Bank
Address of the Registered office and contact details 2401 General Thimmayya Road Cantonment Pune – 411001
Tel. No.: 020 – 3046 1600 – 1609
Email: investor@indusind.com
Website: www.indusind.com
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any LINK INTIME INDIA PRIVATE LIMITED
C-13 Pannalal Silk Mills Compound
L.B.S. Marg Bhandup (West)
Mumbai – 400 078
Tel No.: 022 – 2594 6980
Email: rnt.helpdesk@linkintime.co.in
Website: www.linkintime.co.in

II. Principal business activities of the company

All the Business activities contributing 10% or more of the total turnover of thecompany are:

Name and Description of main products / services NIC Code of the product / service % to total turnover of the company
Banking Services 64191 100%

III. Particulars of holding subsidiary and associate companies

Sl. No. Name and address of the company CIN / GLN Holding / Subsidiary/ Associate % of shares held Applicable section
1 ALF Insurance Services Private Limited U67200TN2003PTC050551 Subsidiary (Under liquidation) 100 2(87)
Add: No. 115 & 116 G N Chetty Road
No. 115 & 116 GN Chetty Road T. Nagar Chennai – 600 017 Tamil Nadu
2 IndusInd Marketing and Financial Services Private Limited U67190TN2002PTC048590 Associate 30 2(6)
Add: No.115 & 116 G N Chetty Road T Nagar Chennai – 600017 Tamil Nadu

IV. Shareholding Pattern (Equity Share Capital breakup as percentage of total Equity)

i. Category-wise Shareholding as of March 31 2016

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual / HUF 0 0 0 0 0 0 0 0 0
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 0 0 0 0 0 0 0 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any Other 0 0 0 0 0 0 0 0 0
Sub-total (A)(1): 0 0 0 0 0 0 0 0 0
(2) Foreign
a) NRIs – Individuals 0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 79899984 0 79899984 15.09 88681344 0 88681344 14.90 -0.19
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any Other 0 0 0 0 0 0 0 0 0
Sub-total (A)(2):- 79899984 0 79899984 15.09 88681344 0 88681344 14.90 -0.19
Total shareholding of Promoter (A)=(A)(1)+(A)(2) 79899984 0 79899984 15.09 88681344 0 88681344 14.90 -0.19
B. Public Shareholding
(1) Institutions
a) Mutual Funds / UTI 39610787 3150 39613937 7.48 64812362 3150 64815512 10.89 3.41
b) Banks / FI 1188049 562 1188611 0.22 1517960 337 1518297 0.26 0.04
c) Central Govt 50 0 50 0 50 0 50 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 6852422 0 6852422 1.29 1619557 0 1619557 0.27 -1.02
g) FIIs / FPI 228003406 0 228003406 43.06 257604939 0 257604939 43.30 0.24
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 275654714 3712 275658426 52.05 325554868 3487 325558355 54.72 2.67
(2) Non – Institutions
a) Bodies Corp.
i) Indian 64465290 204707 64669997 12.21 65754568 199745 65954313 11.09 -1.12
ii) Overseas 376000 1101000 1477000 0.28 828000 649000 1477000 0.25 -0.03
b) Individuals
i) Individual Shareholders holding nominal Share Capital upto Rs. 1 lakh 21050210 7358783 28408993 5.36 22023040 6374649 28397689 4.77 -0.59
ii) Individual Shareholders holding nominal Share Capital in excess of Rs. 1 lakh 8320832 238159 8558991 1.62 10792737 182059 10974796 1.84 0.22
c) Others (specify)
i) Clearing Member 448792 0 448792 0.08 1416784 0 1416784 0.24 0.16
ii) Hindu Undivided 0 0 0 0 688857 0 688857 0.12 0.12
Family
iii) Non Resident Indians (REPAT) 1310204 992500 2302704 0.43 1434843 926800 2361643 0.40 -0.03
iv) Non Resident Indians (NON REPAT) 2480898 25900 2506798 0.47 2330356 23200 2353556 0.40 -0.07
v) Foreign Nationals 0 0 0 0 425 0 425 0.00 0.00
vi) Foreign Portfolio Investor (Individual) 0 0 0 0 350 0 350 0.00 0.00
vii) Directors / Relatives 100580 0 100580 0.02 580 0 580 0.00 -0.02
viii) Trusts 735580 0 735580 0.14 2439079 0 2439079 0.41 0.27
Sub-total (B)(2) : – 99288386 9921049 109209435 20.61 107709619 8355453 116065072 19.52 -1.09
Total Public Shareholding (B) = (B) (1)+ (B) (2) 374943100 9924761 384867861 72.69 433264487 8358940 441623427 74.23 1.54
C. Shares held by Custodian for GDRs & ADRs 64682364 0 64682364 12.22 64681564 0 64681564 10.87 -1.35
Grand Total (A+B+C) 519525448 9924761 529450209 100.00 586627395 8358940 594986335 100.00 0

ii. Shareholding of Promoters as of March 31 2016

Sl. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total share No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 IndusInd International Holdings Ltd. 60399984 11.41 0 67038208 11.27 0 -0.14#
2 IndusInd Limited 19500000 3.68 0 21643136 3.64 0 -0.04#
Total 79899984 15.09 0 88681344 14.91 0 -0.18

# During the year under review there is a change in shareholding of the Promoters dueto allotment of 8781360 Equity Shares on preferential basis. The variation in terms ofpercentage is due to increase in Paid-up Share Capital of the Bank on account of allotmentof Equity Shares pursuant to exercise of Stock Options by the employees under ESOP Schemeof the Bank and allotment of Equity Shares under Qualified Institutional Placement (QIP)and Preferential basis to the Promoters of the Bank.

iii. Change in Promoters’ Shareholding (please specify if there is no change)

Sl. No. Promoters Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
1 IndusInd International Holdings Ltd 60399984 11.41 60399984 11.41
Add Shares Allotted on Preferential basis on 06.08.2015 6638224 1.12 67038208 11.34
At the end of the year (or on the date of separation if separated during the year) (31-03-2016) 67038208 11.27
2 IndusInd Limited 19500000 3.68 19500000 3.68
Add Shares Allotted on Preferential basis on 06.08.2015 2143136 0.36 21643136 3.66
At the end of the year (or on the date of separation if separated during the year) (31-03-2016) 21643136 3.64

iv. Shareholding Pattern of Top Ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No. For Each of the Top 10 Shareholders Remarks Date * Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the company
1 Bridge India Fund At the beginning of the year 01.04.2015 22263458 4.21 22263458 4.21
Decrease 11.03.2016 (10000) 0.00 22253458 3.74
Decrease 18.03.2016 (475000) 0.08 21778458 3.66
Decrease 25.03.2016 (765000) 0.13 21013458 3.53
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 21013458 3.53
2 Ga Global Investments Limited At the beginning of the year 01.04.2015 12776391 2.41 12776391 2.41
Decrease 31.07.2015 (785074) 0.13 11991317 2.06
Decrease 07.08.2015 (14818) 0.00 11976499 2.02
Decrease 23.10.2015 (33975) 0.01 11942524 2.02
Decrease 01.01.2016 (233000) 0.04 11709524 1.97
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 - 11709524 1.97
3 Hinduja Ventures Limited At the beginning of the year 01.04.2015 3960196 0.75 3960196 0.75
Decrease 12.06.2015 (190000) 0.04 3770196 0.71
Decrease 19.06.2015 (210000) 0.04 3560196 0.67
Decrease 17.07.2015 (300000) 0.05 3260196 0.56
Decrease 18.09.2015 (75000) 0.01 3185196 0.54
Increase 11.12.2015 8346000 1.41 11531196 1.94
Decrease 18.12.2015 (701000) 0.12 10830196 1.82
Decrease 25.12.2015 (105000) 0.02 10725196 1.81
Decrease 18.03.2016 (500000) 0.08 10225196 1.72
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 10225196 1.72
4 Afrin Dia At the beginning of the year 01.04.2015 15005666 2.83 15005666 2.83
Decrease 10.04.2015 (246809) 0.05 14758857 2.79
Decrease 04.03.2016 (2560294) 0.43 12198563 2.05
Decrease 11.03.2016 (300000) 0.05 11898563 1.99
Decrease 18.03.2016 (1892100) 0.32 10006463 1.68
Decrease 25.03.2016 (218000) 0.04 9788463 1.65
Decrease 31.03.2016 (200000) 0.03 9588463 1.61
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 9588463 1.61
5 Franklin Templeton Mutual Fund A/C At the beginning of the year 01.04.2015 8036749 1.52 8036749 1.52
Franklin India Prima Decrease 10.04.2015 (272) 0.00 8036477 1.52
Plus Decrease 17.04.2015 (65228) 0.01 7971249 1.51
Decrease 24.04.2015 (36245) 0.01 7935004 1.50
Increase 01.05.2015 45257 0.01 7980261 1.51
Increase 08.05.2015 49923 0.01 8030184 1.52
Increase 15.05.2015 120038 0.02 8150222 1.54
Increase 22.05.2015 71295 0.01 8221517 1.55
Increase 29.05.2015 29073 0.01 8250590 1.55
Increase 05.06.2015 51145 0.01 8301735 1.56
Increase 19.06.2015 100 0.00 8301835 1.56
Decrease 26.06.2015 (200798) 0.04 8101037 1.53
Decrease 30.06.2015 (29) 0.00 8101008 1.53
Increase 03.07.2015 522 0.00 8101530 1.39
Decrease 10.07.2015 (7864) 0.00 8093666 1.39
Increase 17.07.2015 29 0.00 8093695 1.39
Decrease 24.07.2015 (350) 0.00 8093345 1.39
Increase 07.08.2015 50 0.00 8093395 1.37
Decrease 14.08.2015 (194) 0.00 8093201 1.37
Increase 21.08.2015 136 0.00 8093337 1.37
Increase 28.08.2015 69129 0.01 8162466 1.38
Increase 04.09.2015 100142 0.02 8262608 1.40
Increase 11.09.2015 99834 0.02 8362442 1.41
Increase 18.09.2015 165 0.00 8362607 1.41
Decrease 25.09.2015 (309328) 0.05 8053279 1.36
Decrease 09.10.2015 (1382) 0.00 8051897 1.36
Decrease 23.10.2015 (418) 0.00 8051479 1.36
Decrease 30.10.2015 (12100) 0.00 8039379 1.36
Increase 13.11.2015 50000 0.01 8089379 1.37
Increase 20.11.2015 100617 0.02 8189996 1.38
Increase 27.11.2015 45000 0.01 8234996 1.39
Increase 04.12.2015 510 0.00 8235506 1.39
Decrease 11.12.2015 (19287) 0.00 8216219 1.38
Increase 18.12.2015 528 0.00 8216747 1.38
Decrease 25.12.2015 (44) 0.00 8216703 1.38
Increase 31.12.2015 515 0.00 8217218 1.38
Increase 01.01.2016 367 0.00 8217585 1.38
Decrease 08.01.2016 (155) 0.00 8217430 1.38
Increase 15.01.2016 648 0.00 8218078 1.38
Increase 22.01.2016 50407 0.01 8268485 1.39
Increase 29.01.2016 100000 0.02 8368485 1.41
Increase 05.02.2016 20000 0.00 8388485 1.41
Increase 12.02.2016 200000 0.03 8588485 1.44
Increase 19.02.2016 381000 0.06 8969485 1.51
Increase 04.03.2016 1000 0.00 8970485 1.51
Decrease 31.03.2016 (983) 0.00 8969502 1.51
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 8969502 1.51
6 Goldman Sachs Investments (Mauritius) I Ltd At the beginning of the year 01.04.2015 10280795 1.94 10280795 1.94
Decrease 17.04.2015 (15273) 0.00 10265522 1.94
Increase 24.04.2015 250000 0.05 10515522 1.99
Decrease 15.05.2015 (330330) 0.06 10185192 1.92
Increase 22.05.2015 110867 0.02 10296059 1.94
Decrease 05.06.2015 (500) 0.00 10295559 1.94
Decrease 19.06.2015 (6000) 0.00 10289559 1.94
Decrease 26.06.2015 (702500) 0.13 9587059 1.80
Decrease 03.07.2015 (29750) 0.01 9557309 1.64
Increase 04.09.2015 446169 0.08 10003478 1.69
Decrease 11.09.2015 (110359) 0.02 9893119 1.67
Decrease 18.09.2015 (34777) 0.01 9858342 1.67
Decrease 09.10.2015 (278209) 0.05 9580133 1.62
Decrease 30.10.2015 (586463) 0.10 8993670 1.52
Increase 06.11.2015 311045 0.05 9304715 1.57
Decrease 15.01.2016 (125000) 0.02 9179715 1.55
Decrease 29.01.2016 (90120) 0.02 9089595 1.53
Decrease 31.03.2016 (321946) 0.05 8767649 1.47
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 8767649 1.47
7 Hinduja Group Limited At the beginning of the year 01.04.2015 8249117 1.56 8249117 1.56
Decrease 12.06.2015 (180000) 0.03 8069117 1.52
Increase 19.06.2015 180000 0.03 8249117 1.55
Decrease 17.07.2015 (400000) 0.07 7849117 1.35
Increase 18.09.2015 425000 0.07 8274117 1.40
Increase 30.09.2015 600000 0.10 8874117 1.50
Increase 09.10.2015 500000 0.08 9374117 1.58
Increase 04.12.2015 22000 0.00 9396117 1.58
Increase 18.12.2015 325000 0.05 9721117 1.64
Decrease 31.03.2016 (1036217) 0.17 8684900 1.46
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 8684900 1.46 8684900 1.46
8 Franklin Templeton Investment Funds At the beginning of the year 01.04.2015 7606520 1.44 7606520 1.44
Increase 10.04.2015 175293 0.03 7781813 1.47
Increase 24.04.2015 690000 0.13 8471813 1.60
Increase 08.05.2015 362000 0.07 8833813 1.67
Increase 15.05.2015 238000 0.04 9071813 1.71
Decrease 20.11.2015 (350000) 0.06 8721813 1.47
Decrease 11.03.2016 (173000) 0.03 8548813 1.44
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 8548813 1.44
9 UTI – Equity Fund At the beginning of the year 01.04.2015 2483845 0.47 2483845 0.47
Increase 10.04.2015 200493 0.04 2684338 0.51
Decrease 17.04.2015 (3786) 0.00 2680552 0.51
Increase 24.04.2015 155207 0.29 2835759 5.36
Increase 01.05.2015 67047 0.01 2902806 0.55
Increase 08.05.2015 55724 0.01 2958530 0.56
Increase 15.05.2015 85371 0.02 3043901 0.57
Increase 22.05.2015 43906 0.01 3087807 0.58
Increase 29.05.2015 34080 0.01 3121887 0.59
Increase 05.06.2015 14211 0.00 3136098 0.59
Increase 12.06.2015 41540 0.01 3177638 0.60
Increase 19.06.2015 31069 0.01 3208707 0.60
Increase 26.06.2015 161859 0.03 3370566 0.63
Decrease 30.06.2015 (55058) 0.01 3315508 0.62
Increase 10.07.2015 376138 0.06 3691646 0.63
Increase 17.07.2015 203323 0.03 3894969 0.67
Decrease 24.07.2015 (7896) 0.00 3887073 0.67
Increase 31.07.2015 41101 0.01 3928174 0.67
Increase 07.08.2015 2606 0.00 3930780 0.66
Decrease 14.08.2015 (28384) 0.00 3902396 0.66
Decrease 21.08.2015 (11446) 0.00 3890950 0.66
Increase 28.08.2015 114124 0.02 4005074 0.68
Increase 04.09.2015 303555 0.05 4308629 0.73
Increase 11.09.2015 32940 0.01 4341569 0.73
Increase 18.09.2015 33134 0.01 4374703 0.74
Increase 25.09.2015 260 0.00 4374963 0.74
Increase 30.09.2015 271391 0.05 4646354 0.78
Increase 09.10.2015 111808 0.02 4758162 0.80
Increase 16.10.2015 32 0.00 4758194 0.80
Increase 23.10.2015 25960 0.00 4784154 0.81
Increase 30.10.2015 255 0.00 4784409 0.81
Increase 06.11.2015 80000 0.01 4864409 0.82
Increase 13.11.2015 52481 0.01 4916890 0.83
Increase 20.11.2015 27151 0.00 4944041 0.83
Increase 27.11.2015 88 0.00 4944129 0.83
Increase 04.12.2015 11131 0.00 4955260 0.84
Increase 11.12.2015 290488 0.05 5245748 0.88
Increase 18.12.2015 242049 0.04 5487797 0.92
Increase 25.12.2015 124000 0.02 5611797 0.95
Increase 31.12.2015 353734 0.06 5965531 1.00
Increase 01.01.2016 12000 0.00 5977531 1.01
Increase 08.01.2016 48175 0.01 6025706 1.02
Increase 15.01.2016 344389 0.06 6370095 1.07
Increase 22.01.2016 536508 0.09 6906603 1.16
Increase 29.01.2016 185343 0.03 7091946 1.19
Increase 05.02.2016 301562 0.05 7393508 1.24
Increase 12.02.2016 407553 0.07 7801061 1.31
Increase 19.02.2016 143417 0.02 7944478 1.34
Increase 26.02.2016 409162 0.07 8353640 1.40
Decrease 04.03.2016 (7650) 0.00 8345990 1.40
Decrease 11.03.2016 (3632) 0.00 8342358 1.40
Increase 18.03.2016 1000 0.00 8343358 1.40
Increase 25.03.2016 350 0.00 8343708 1.40
Increase 31.03.2016 3516 0.00 8347224 1.40
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 8347224 1.40
10 ICICI Prudential Life Insurance Company Ltd. At the beginning of the year 01.04.2015 8462134 1.60 8462134 1.60
Increase 10.04.2015 10406 0.00 8472540 1.60
Decrease 17.04.2015 (270132) 0.05 8202408 1.55
Increase 24.04.2015 30744 0.01 8233152 1.55
Decrease 01.05.2015 (67699) 0.01 8165453 1.54
Increase 08.05.2015 53620 0.01 8219073 1.55
Increase 15.05.2015 25683 0.00 8244756 1.56
Increase 22.05.2015 10778 0.00 8255534 1.56
Increase 29.05.2015 26565 0.01 8282099 1.56
Decrease 05.06.2015 (96415) 0.02 8185684 1.54
Decrease 12.06.2015 (178464) 0.03 8007220 1.51
Increase 19.06.2015 93517 0.02 8100737 1.53
Decrease 26.06.2015 (79899) 0.02 8020838 1.51
Increase 30.06.2015 3129 0.00 8023967 1.51
Increase 03.07.2015 60290 0.01 8084257 1.39
Increase 10.07.2015 34836 0.01 8119093 1.40
Increase 17.07.2015 29271 0.01 8148364 1.40
Increase 24.07.2015 27008 0.00 8175372 1.40
Increase 31.07.2015 9900 0.00 8185272 1.40
Increase 07.08.2015 6516 0.00 8191788 1.38
Increase 14.08.2015 5842 0.00 8197630 1.39
Increase 21.08.2015 6808 0.00 8204438 1.39
Decrease 28.08.2015 (75197) 0.01 8129241 1.37
Decrease 04.09.2015 (245949) 0.04 7883292 1.33
Increase 11.09.2015 8376 0.00 7891668 1.33
Increase 18.09.2015 24592 0.00 7916260 1.34
Increase 25.09.2015 52678 0.01 7968938 1.35
Decrease 30.09.2015 (54441) 0.01 7914497 1.34
Increase 09.10.2015 243027 0.04 8157524 1.38
Decrease 16.10.2015 (8084) 0.00 8149440 1.38
Decrease 23.10.2015 (4706) 0.00 8144734 1.38
Increase 30.10.2015 10874 0.00 8155608 0.01
Decrease 06.11.2015 (4873) 0.00 8150735 1.38
Increase 13.11.2015 6962 0.00 8157697 1.38
Decrease 20.11.2015 (10758) 0.00 8146939 1.37
Increase 27.11.2015 36574 0.01 8183513 1.38
Increase 04.12.2015 22054 0.00 8205567 1.38
Decrease 11.12.2015 (31417) 0.01 8174150 1.38
Increase 18.12.2015 35469 0.01 8209619 1.38
Decrease 25.12.2015 (847) 0.00 8208772 1.38
Increase 31.12.2015 21006 0.00 8229778 1.39
Decrease 08.01.2016 (69393) 0.01 8160385 1.37
Decrease 15.01.2016 (151539) 0.03 8008846 1.35
Decrease 22.01.2016 (13495) 0.00 7995351 1.34
Increase 29.01.2016 40416 0.01 8035767 1.35
Decrease 05.02.2016 (11599) 0.00 8024168 1.35
Decrease 12.02.2016 (291226) 0.05 7732942 1.30
Decrease 19.02.2016 (115327) 0.02 7617615 1.28
Increase 26.02.2016 18604 0.00 7636219 1.28
Decrease 04.03.2016 (145158) 0.02 7491061 1.26
Decrease 11.03.2016 (107680) 0.02 7383381 1.24
Increase 18.03.2016 499 0.00 7383880 1.24
Increase 25.03.2016 37327 0.01 7421207 1.25
Increase 31.03.2016 5223 0.00 7426430 1.25
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 7426430 1.25
11 Morgan Stanley Asia (Singapore) Pte. At the beginning of the year 01.04.2015 7052241 1.19 7052241 1.19
Decrease 10.04.2015 (103048) 0.02 6949193 1.31
Decrease 17.04.2015 (3309) 0.00 6945884 1.31
Decrease 24.04.2015 (367231) 0.07 6578653 1.24
Decrease 01.05.2015 (284119) 0.05 6294534 1.19
Increase 08.05.2015 1186778 0.22 5107756 0.96
Increase 15.05.2015 47417 0.01 5155173 0.97
Decrease 22.05.2015 (37413) 0.01 5117760 0.97
Decrease 29.05.2015 (81648) 0.02 5036112 0.95
Decrease 05.06.2015 (85827) 0.02 4950285 0.93
Increase 12.06.2015 24586 0.00 4974871 0.94
Decrease 19.06.2015 (313555) 0.06 4661316 0.88
Decrease 26.06.2015 (242643) 0.05 4418673 0.83
Decrease 30.06.2015 (1000) 0.00 4417673 0.83
Decrease 03.07.2015) (291017) 0.05 4126656 0.71
Increase 10.07.2015 5797154 0.99 9923810 1.70
Decrease 17.07.2015 (353396) 0.06 9570414 1.64
Decrease 24.07.2015 (300792) 0.05 9269622 1.59
Decrease 31.07.2015 (565442) 0.10 8704180 1.49
Decrease 07.08.2015 (72151) 0.01 8632029 1.46
Increase 14.08.2015 280305 0.05 8912334 1.51
Decrease 21.08.2015 (20059) 0.00 8892275 1.50
Increase 28.08.2015 91244 0.02 8983519 1.52
Increase 04.09.2015 71651 0.01 9055170 1.53
Decrease 11.09.2015 (458206) 0.08 8596964 1.45
Decrease 18.09.2015 (210339) 0.04 8386625 1.42
Increase 25.09.2015 1396 0.00 8388021 1.42
Decrease 30.09.2015 (281240) 0.05 8106781 1.37
Decrease 09.10.2015 (30435) 0.01 8076346 1.36
Increase 16.10.2015 18 0.00 8076364 1.36
Decrease 23.10.2015 (59238) 0.01 8017126 1.35
Decrease 30.10.2015 (108099) 0.00 7909027 0.01
Decrease 06.11.2015 (160267) 0.03 7748760 1.31
Decrease 13.11.2015 (391490) 0.07 7357270 1.24
Decrease 20.11.2015 (204944) 0.03 7152326 1.21
Decrease 27.11.2015 (312152) 0.05 6840174 1.15
Decrease 04.12.2015 (13304) 0.00 6826870 1.15
Decrease 11.12.2015 (246502) 0.04 6580368 1.11
Decrease 18.12.2015 (202688) 0.03 6377680 1.07
Increase 25.12.2015 593310 0.10 6970990 1.17
Increase 31.12.2015 159129 0.03 7130119 1.20
Decrease 08.01.2016 (15149) 0.00 7114970 1.20
Decrease 15.01.2016 (97678) 0.02 7017292 1.18
Decrease 22.01.2016 (390439) 0.07 6626853 1.11
Decrease 29.01.2016 (444600) 0.07 6182253 1.04
Decrease 05.02.2016 (555006) 0.09 5627247 0.95
Decrease 12.02.2016 (762357) 0.13 4864890 0.82
Decrease 19.02.2016 (716027) 0.12 4148863 0.70
Decrease 26.02.2016 (101974) 0.02 4046889 0.68
Decrease 04.03.2016 (954527) 0.16 3092362 0.52
Decrease 11.03.2016 (240008) 0.04 2852354 0.48
Decrease 25.03.2016 (15296) 0.00 2837058 0.48
Increase 31.03.2016 591301 0.10 3428359 0.58
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 3428359 0.58
12 IDL Speciality Chemicals Limited At the beginning of the year 01.04.2015 7281000 1.38 7281000 1.38
Increase 19.06.2015 400000 0.08 7681000 1.45
Increase 24.07.2015 265000 0.05 7946000 1.36
Decrease 18.09.2015 (300000) 0.05 7646000 1.29
Increase 30.09.2015 700000 0.12 8346000 1.41
Decrease 11.12.2015 (8346000) 1.41 0 0
At the end of the year (or on the date of separation if separated during the year) 31.03.2016 0 0 0 0

Note: *Date of transfer has been considered as the date on which the beneficiaryposition was provided by the Depositories to the Bank. Shareholding is consolidated basedon Permanent Account Number (PAN) of the shareholder. Increase = Purchase of shares of theBank / Decrease = Sale of shares of the Bank

v. Shareholding of Directors and Key Managerial Personnel:

Sl. No. For Each of the Directors and KMP Shareholding at the beginning of the year 01.04.2015 Cumulative Shareholding during the year
No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
1 T. Anantha Narayanan Director 580 0.00 580 0.00
At the end of the year (or on the date of separation if separated during the year) (31-03-2016) 0 0 580 0.00
2 Romesh Sobti Managing Director & CEO 100000 0.02 100000 0.02
Add – 03.06.2015 ESOP Allotment 180000 0.03 280000 0.05
Less – 21.10.2015 Market Sale (-) 55274 0.01 224726 0.04
Less – 23.10.2015 Market Sale (-) 8843 0.00 215883 0.04
Less – 01.12.2015 Market Sale (-) 15 883 0.00 200000 0.03
Less – 09.03.2016 Market Sale (-) 50000 0.01 150000 0.02
Less – 10.03.2016 Market Sale (-) 50000 0.01 100000 0.02
Less – 11.03.2016 Market Sale (-) 100000 0.02 0 0
At the end of the year (or on the date of separation if separated during the year) (31-03-2016) 0 0 0 0
3 S.V. Zaregaonkar Chief Financial Officer 150 0.00 150 0.00
Add – 28.01.2016 ESOP Allotment 25500 0.00 25650 0.00
At the end of the year (or on the date of separation if separated during the year) (31-03-2016) 0 0 25650 0.00
4 Haresh K. Gajwani Company Secretary 0 0.00 0 0.00
Add – 05.11.2015 – ESOP Allotment 6600 0.00 6600 0.00
Less – 06.11.2015 – Market Sale (-) 1500 0.00 5100 0.00
Less – 09.11.2015 – Market Sale (-) 1250 0.00 3850 0.00
Less – 13.11.2015 – Market Sale (-) 750 0.00 3100 0.00
Less – 16.11.2015 – Market Sale (-) 1500 0.00 1600 0.00
Less – 30.11.2015 – Market Sale (-) 450 0.00 1150 0.00
Less – 01.12.2015 – Market Sale (-) 100 0.00 1050 0.00
Less – 02.12.2015 – Market Sale (-) 200 0.00 850 0.00
Less – 03.12.2015 – Market Sale (-) 850 0.00 0 0
At the End of the year (or on the date of separation if separated during the year) (31-03-2016) 0 0 0 0

V. Indebtedness

Statement on Indebtedness of the Company including interest outstanding / accrued butnot due for payment

Rs. in crores
Particulars Secured Loans excluding deposits Unsecured Loans * Deposits Total Indebtedness
Indebtedness at the beginning of the financial year:
i. Principal Amount - 94752 - 94752
ii. Interest due but not paid - -
iii. Interest accrued but not due 658 658
Total (i+ii+iii) - 95410 - 95410
Net Change in Indebtedness during the financial year Indebtedness at the end of the financial year: - 20535 - 20535
i. Principal Amount - 115156 - 115156
ii. Interest due but not paid - -
iii. Interest accrued but not due 789 789
Total (i+ii+iii) - 115945 - 115945

*A Bank is governed by the Banking Regulation Act 1949 and duly licensed by ReserveBank of India to operate as a Scheduled Commercial Bank in India the entire amount ofClient Deposits and other borrowings are shown under "Unsecured Loans".

VI. Remuneration of directors and Key Managerial Personnel

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

In Rs.
Sl. No. Particulars of Remuneration Mr. Romesh Sobti Managing Director & CEO
1 Gross Salary
i. Salary as per provisions contained in Section 17(1) of IT Act 1961 46052272
ii. Value of perquisites under Section 17(2) of IT Act 1961 8920056
iii. Profits in lieu of salary under Section 17(3) of IT Act 1961 -
2 Stock Option -
3 Sweat Equity -
4 Commission -
- As % of profit
- Others
5 Others please specify (PF Medical) 2210453
6 Total # 57182781
7 Ceiling as per the Companies Act 2013 % -

# Total of Remuneration details does not include Stock Options.

% In terms of the provisions of the Companies Act 2013 the Remuneration payable toManaging Director & CEO shall not exceed 5% of the Net Profit of the Bank. Theremuneration paid to MD & CEO is well within the said limit.

B. Remuneration to other Directors:

Non-Executive Directors receive remuneration only by way of Sitting Fee for attendingthe meetings of the Board and of various Board Committees. As per the Bank’s policyno Stock Options were granted to the Non-Executive Directors.

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

In Rs.

Sl. No. Particulars of Remuneration

Key Managerial Personnel

Company Secretary Chief Financial Officer Total
1. Gross salary 5899708 23828690 29728398
Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961
Value of perquisites u/s 17(2) Income-tax Act 1961 53119 3274309 3327428
Profits in lieu of salary under Section 17(3)
Income tax Act 1961
2. Stock Option
3. Sweat Equity
4. Commission as % of Profit
Others specify.
5. Others please specify 232708 754200 986908
Total 6185535 27857199 34042734

(Remuneration details does not include Stock Options)

VII. Penalties / Punishment / Compounding of offences

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
Company
Penalty None
Punishment
Compounding
Directors
Penalty None
Punishment
Compounding
Other officers in default
Penalty None
Punishment
Compounding

ANNEXURE VI TO THE DIRECTORS’ REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

SI. No. Particulars

1 A Brief outline of the Bank’s CSR Policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR Policy andprojects or programs.

Remarks

The Bank’s CSR Policy

CSR Mission Statement

At IndusInd Bank we believe that ‘Good Ecology is Good Economics’. We willcontinue to create value for all our Stakeholders and emerge as a‘Best-in-Class’ Bank that is committed to sustainable economic growth. We willensure that the Bank’s business grows consistently and responsibly benefitting thosewe directly serve while also promoting the well-being of our employees our naturalenvironment and the community at large.

Guiding Principles

We recognize our on-going commitment to engage with our Stakeholders to be a crucialand powerful tool for the way we conduct business. We will pursue a process of continuousimprovement of our CSR Policy and Practices. Our vision is to be trusted valued andrespected for our financial environmental and social performance. We will be guided bythe principles outlined in the National Voluntary Guidelines on Social Environmental andEconomic Responsibilities of Business (NVGSEE) and the UN Global Compact as listed below:

i. Strengthen our Governance Framework with ethics transparency and accountability;

ii. Provide value to consumers through effective Stakeholder engagement;

iii. Promote gender equality diversity and well-being of all employees;

iv. Respect the protection of internationally proclaimed human rights;

v. Engage with Government and Trade & Industry Associations on national andinternational platforms;

vi. Build inclusive healthy and sustainable communities;

vii. Undertake initiatives to promote greater environmental responsibility; and

viii. Communicate our CSR objectives and goals to all internal and externalStakeholders.

The Bank’s CSR Projects composition of the CSR Committee of the Board and otherrelevant details can be viewed at the weblink-http://www.indusind.com/content/csr-home/our-approach/csr-policy.html

2 The Composition of the CSR Committee.

1. Mrs. Kanchan Chitale (Chairperson)

2. Mr. Vijay Vaid

3. Mr. Romesh Sobti (Managing Director & CEO)

3 Average Net Profit of the Bank for last three financial years. Rs. 2137.95 crores.

4 Prescribed CSR Expenditure (Two per cent of the amount as in item 3 above). Rs. 42.76crores.

5 Details of CSR spent during the financial year:

a) Total amount to be spent for the financial year 2015-16 – Rs. 42.76 crores.

b) Amount unspent - Rs. 15.44 crores.

c) Manner in which the amount was spent during the financial year is detailed below:

Sl. No. CSR Project or activities identified Sector in which the Project is covered Projects or Programs (1) Local area or other (2) Specify the State and District where Projects or Programs were undertaken Amount Outlay (Budget) Project or Program- wise (Rs. in Lakhs) Amount Spent on the Projects or Programs Sub - heads: (1) Direct Expenditure on Projects or Programs (1) Overheads (2) (3) (4) (5) (Rs. in Lakhs) Cumulative Expenditure up to the reporting period (Rs. in Lakhs) Amount Spent: Direct or through Implementing Agency
1 2 3 4 5 6 7 8
1. IndusInd Swachh Vidyalaya Rural Development & Inclusiveness Preventive Healthcare Kolhapur District- Maharashtra Kushinagar Sarguja Sonbhadra Azamgarh and Chirakoot districts - Eastern Uttar Pradesh 100 60 60 Through Implementing Agencies: Society for Economic Welfare & Educational Development (SEED) Cashpor Micro Credit
2. Legal Literacy Programme for Women Rural Development & Inclusiveness Bhopal and Sagar districts Madhya Pradesh 330 38 38 Through Implementing Agency: Samhita Development Network
3. Rehabilitation of street children addicted to drugs Preventive Healthcare & imparting of Vocational Skills Saphale Maharashtra 240 48 48 Through Implementing Agency: Society Undertaking Poor People’s Onus for Rehabilitation (SUPPORT)
4. Pradhan Mantri Jan Dhan Yojana Rural Development & Inclusiveness Pan-India 10 98 98 Direct
5. IndusInd Bank -Young India Fellowships Education Pan-India 500 50 50 Through Implementing Agency: Ashoka University
6. Army Welfare for Kumaon Regiment UN Mission Welfare of Armed Forces Kumaon Uttarakhand 16 16 16 Through Implementing Agency: Krishnan International
7. Empowerment of the Differently Abled Supporting of Differently Abled Pan-India 11 11 11 Through Implementing Agency: Rajiv Gandhi Foundation
8. IndusInd Umang - Para Champions Programme Paralympic Sports Pan-India 400 51 51 Through Implementing Agency; Go Sports Foundation
9. Internal Capacity Building Capacity Building Mumbai Maharashtra 45 44 44 Direct
10. Green Champions Programme and Initiatives Environmental Sustainability and Awareness Creation Pan-India 50 7 7 Direct
11. Developing the Bank’s Hum Aur Hariyali Microsite Awareness and Capacity Building Mumbai Maharashtra 2 2 2 Direct
12. Nature Conservation Environmental Sustainability and Nature Conservation Amravati Maharashtra 6 5 5 Through Implementing Agency: Satpuda Foundation
13. Environmental Awareness through Walk on the wild side Environmental Sustainability and Nature Conservation Mumbai Maharashtra 2 2 2 Through Implementing Agency: Centre for Environmental Research & Education
14. Solar installation/ operations on ATMs. Environmental Sustainability Pan-India 130 93 93 Direct
15. Green Building (LEED Certification) Environmental Sustainability Mumbai Maharashtra 750 698 698 Direct
16. Environmental Conservation with a clear roadmap on adopting Green IT practices and technology. Environmental Sustainability Pan-India 1500 1431 1431 Direct
17. Energy conservation through installation of timers in signage Pan- India Environmental Sustainability Pan-India 9 8 8 Direct
18. Environmental Stewardship Environmental Sustainability Pan-India 15 3 3 Direct
19. Contribution to various Social Causes Promoting Culture and Education Pan-India 60 67 67 Direct
Total 4176 2732 2732

6. In case the company has failed to spend two per cent of the average Net Profit ofthe last three financial years or any part thereof the reasons for not spending theamount in its Board report.

The Bank’s CSR Projects are planned and executed in a phased manner. The Bank hasspent Rs. 27.32 crores out of the approved budget of Rs. 41.76 crores i.e. 65.42% of theoutlay. As the Bank adds on new Projects and scales up on the existing ones there will bebetter absorption of the CSR Spend.

7. A Responsibility Statement of the CSR Committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.

This note describes the CSR Policy focus areas and Projects that the Bank hasundertaken during the financial year 2015-2016. I hereby acknowledge that this is incompliance with the Bank’s CSR Policy and Objectives.

Romesh Sobti Kanchan Chitale
Managing Director Chairperson – CSR Committee
Mumbai May 12 2016

ANNEXURE VII TO THE DIRECTORS’ REPORT

BUSINESS RESPONSIBILITY REPORT

(AS PER SEBI CIRCULAR CIR/CFD/CMD/10/2015 OF NOVEMBER 4 2015)

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN) of the Company L65191PN1994PLC076333
2. Name of the Company IndusInd Bank Limited
3. Registered Address 2401 General Thimmayya Road (Cantonment) Pune – 411 001.
4. Website www.indusind.com
5. E-mail id csrsupport@indusind.com
6. Financial Year reported April 01 2015 – March 31 2016
Division 64 – Code 64191
7. Sector(s) that the Company is engaged in (Industrial activity code-wise) IndusInd Bank Limited is a Company governed by the Banking Regulation Act 1949.
8. List three key Products / Services that the Company manufactures / provides (as in Balance Sheet) - Banking and para-Banking services including accepting of Deposits such as Savings Accounts Current Accounts Fixed Deposits and including Banking solutions to large Indian and multinational corporates.
- Granting of Loans to various segments including Industries Business and Retail Loans.
- Financing wide range of Vehicles / equipment to individuals and Priority Sector Lending.
9. Total number of locations where business activity is undertaken by the Company. 1000 Branches across India Corporate Office Regional Offices and Back Offices.
i. Number of International Locations (Provide details of major 5) Representative Offices in
- Dubai
- Abu Dhabi
- London.
ii. Number of National Locations 1000 branches across India Corporate Office and Back Offices.
10. Markets served by the Company – Local / State / National / International All
SECTION B: FINANCIAL DETAILS OF THE COMPANY
1. Paid-up Capital (INR) - Rs. 594.99 crores
2. Total Turnover (INR) - Rs. 14877.61 crores
3. Total Profit After Taxes (INR) - Rs. 2286.45 crores
4. Total Spending on Corporate Social Responsibility (CSR) as percentage of Profit After Tax (%). The Bank has spent Rs. 27.32 crores on various social and environmental activities in the areas of Rural Development and Inclusiveness Environmental Sustainability Preventive Healthcare Education and Paralympic Sports during the year 2015-16 which is 1.19 % of Average Net Profit of the last three financial years ended March 31 2013 March 31 2014 and March 31 2015 towards CSR activities.
Preventive Healthcare:
• In FY 2015-16 the Bank constructed / refurbished sanitation facilities in Kolhapur and districts of Eastern Uttar Pradesh that impacted close to 5000 children.
• In Collaboration with SUPPORT the Bank helps in the rehabilitation and skill development of drug-addicted rehabilitated street children in Mumbai making them employable and independent through Vocational Skill-building programmes.
Rural Development:
• In partnershipwith our Business Correspondent the Bank is currently carrying out a Legal literacy programme for marginalized women in Bhopal and Sagar districts of Madhya Pradesh. In FY 2015-16 6300 women were trained. The Bank is currently in the second year of the project.
• Through the Inclusive Banking Group and our team of Business Correspondents the Bank has reached out to marginalized communities in rural India by providing them with microloans empowering them for changing their lives and raising them above the Poverty Line.
• The Bank has been instrumental in propagating financial literacy through the Pradhan Mantri Jan Dhan Yojana by conducting literacy camps and awareness campaigns for customers.
• Through the Inclusive Banking Group the Bank reached out to the Base-of-Pyramid (BOP) segment specifically to women. The loans that the Bank provides along with other financial services have empowered women and considerably improved their standard of living.
Education and Other areas:
• The Bank supports deserving meritorious students of Ashoka University through the Young India Fellowship Programme renowned for introducing several young entrepreneurs in the social sector.
• In FY 2015-16 the Bank supported the ‘Para Champions Programme’ in association with Go-Sports Foundation a programme involving selection and training of 15 Para Champions pan-India representing at the Paralympics.
5. List of activities in which expenditure in 4 above has been incurred:- Activities include:
a. Energy conservation
b. Renewable Energy
c. Environment
d. Rural Development
e. Preventive Healthcare and Social Causes
f. Education
g. Paralympic Sports

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company / Companies? ALF Insurance Services Private Limited (ALFIS) is a wholly owned subsidiary of the Bank. The Company is currently under the process of winding up.
2. Do the Subsidiary Company / Companies participate in the BR Initiatives of the parent company? If yes then indicate the number of such subsidiary company(s). Not applicable since the subsidiary is under winding up.
3. Do any other entity / entities (e.g. suppliers distributors etc.) that the Company does business with participate in the BR initiatives of the Company? If yes then indicate the percentage of such entity / entities? [Less than 30% 30-60% More than 60%]. No

SECTION D: BR INFORMATION

1. Details of Director / Directors responsible for BR
a) Details of the Director / Directors responsible for implementation of the BR Policy / Policies.
DIN Number 00031034
Name Mr. Romesh Sobti
Designation Managing Director & CEO
b) Details of the BR head:
DIN Number (if applicable) Not Applicable
Name Mr. Adwait Hebbar
Designation Head - Corporate Services
Telephone number +91 22 6106 9280
e-mail id adwait.hebbar@indusind.com

2. Principle-wise (as per NVGs) BR Policy / Policies a. Details of Compliance(Reply in Y/N)

Sl. No. Questions Business Ethics Product Responsi- bility Well- being of employ- ees Stake- holder engage- ment Human Rights Environ- ment Public Policy Inclusive Growth and Equitable Develop- ment Customer Relations
P 1 P2 P 3 P4 P 5 P 6 P 7 P 8 P 9
1. Do you have a Policy / Policies Y Y Y Y Y Y Y Y Y
for
2. Has the Policy being formulated in consultation with the relevant stakeholders? Y Y Y Y Y Y Y Y Y
3. Does the Policy conform to any national / international standards? If yes specify? (50 words) Y Y Y Y Y Y Y Y Y
The Policies are in line with Reserve Bank of India Ministry of Corporate Affairs (MCA) guidelines and other regulations / guidelines as applicable.
4. Has the policy being approved by the Board? Y Y Y Y Y Y Y Y Y
Is yes has it been signed by MD / owner / CEO / appropriate Board Director?
5. Does the company have a specified committee of the Board / Director / Official to oversee the implementation of the policy? Y Y Y Y Y Y Y Y Y
6. Indicate the link for the policy to be viewed online? Policies are hosted on the Bank’s Intranet and those related to P7 & P9 above are hosted on the Bank’s website.
http://www.indusind.com/content/csr-home/our-approach/csr-policy.html
http://www.indusind.com/content/home/footer/customer-care/grievance-redressal.html
7. Has the policy been formally communicated to all relevant internal and external stakeholders? Y - Y Y Y Y Y - Y
8. Does the company have in- house structure to implement the Policy / Policies? Y Y Y Y Y Y Y Y Y
9. Does the Company have a Grievance Redressal Mechanism related to the Policy / Policies to address Stakeholders’ grievances related to the Policy / Policies? Y - Y - Y - - - Y
10. Has the company carried out Independent Audit / Evaluation of the working of this Policy by an internal or external Agency? Y Y Y Y Y - Y N Y

b. If answer to Sr. No. 1 against any principle is ‘No’ please explain why:(Tick upto 2 options)

Sl. No. Questions P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9
1 The company has not understood the Principles - - - - - - - - -
2 The company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles - - - - - - - - -
3 The company does not have financial or manpower resources available for the task - - - - - - - - -
4 It is planned to be done within next 6 months - - - - - - - - -
5 It is planned to be done within the next 1 year - - - - - - - - -
6 Any other reason (please specify) - - - - - - - - -

3. Governance related to BR

Indicate the frequency with which the Board of Directors Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months 3-6 months Annually More than 1 year Annually.
Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? The Bank publishes the BR Report annually.
The hyperlinks to view the report are:
http://www.indusind.com/content/csr-home.html
http://www.indusind.com/investor/reports-and-presentation/annual- reports.html

Section E: Principle-wise performance

Principle 1

1. Does the Policy relating to Ethics Bribery and Corruption cover only thecompany? Yes / No. Does it extend to the Group / Joint Ventures / Suppliers / Contractors/ NGOs / Others?

Policy relating to Ethics Bribery and Corruption covers the Bank the Suppliers /Contractors / Others and is embedded in the Bank’s Human Resources Policy Code ofConduct and Discipline Employee Service Rules as well as Outsourcing Agreements with thevendors and contractors. The Bank strictly ensures that none of its business processes orits vendors and suppliers support child forced or compulsory labour. Most of theBank’s requirements are sourced from corporates generally where highly skilledlabour is employed.

2. How many Stakeholders complaints have been received in the past financialyear and what percentage was satisfactorily resolved by the management? If so providedetails thereof in about 50 words or so.

No complaints were received with respect to Ethics Bribery and Corruption from any ofthe stakeholders.

Principle 2

1. List up to 3 of your products or services whose design has incorporatedsocial or environmental concerns risks and / or opportunities.

Investment in Renewable Energy & Priority Sector Lending

Priority Sector Lending includes Bank’s initiatives in Agricultural BusinessFinance and Inclusive Banking that support the economic development of the rural sector.The Bank’s Project Finance Group encourages renewable energy projects specificallywind and solar energy.

Microfinance

The Bank provides micro loans to weaker sections of the society through the‘Business Correspondent Model’ involving micro-finance institutions that aregeographically diversified across the country. These loans have helped supportMicro-Enterprises such as Saree trading Snack stores Tea stalls and Bicycle repairshops. Micro-loans accompanied by provision of additional financial services haveempowered women to improve their standard of living. The Bank has introduced Micro RDproduct this year to help inculcate and promote the savings habit for this clientele andexpanding to all partners and locations. The minimum amount is as low as Rs. 50/- toencourage customers to start saving.

2. For each such product provide the following details in respect of resourceuse (energy water raw material etc.) per unit of product (optional):

i. Reduction during sourcing / production / distribution achieved since the previousyear throughout the value chain?

Not Applicable.

ii. Reduction during usage by consumers (energy water) has been achieved since theprevious year?

Not Applicable

3. Does the company have procedures in place for sustainable sourcing (includingtransportation)?

The Bank’s Procurement Policy guides sourcing whereby preference is given tosuppliers that have local presence raw material sourcing and have a Supplier Code ofConduct.

i. If yes what percentage of your inputs was sourced sustainably? Also providedetails thereof in about 50 words or so.

Supplier sustainability assessment of the large spend suppliers is completed. The ITand equipment vendors were assessed on their environment carbon and resource managementpractices. It was found that over 75% of responding suppliers measure their carbonfootprint of which 50% have set emission reduction targets. Over 80% of respondingsuppliers have obtained Third-Party Certification for products such as Energy StarCertification.

4. Has the company taken any steps to procure goods and services from local& small producers including communities surrounding their place of work?

If yes what steps have been taken to improve their capacity and capability of localand small vendors?

Not Applicable.

5. Does the company have a mechanism to recycle products and waste? If yes whatis the percentage of recycling of products and waste (separately as <5% 5-10%>10%) Also provide details thereof in about 50 words or so.

The Bank is committed to dispose of electronic and toxic waste through authorizede-waste vendors. In 2015-16 the Bank has recycled about 36650 kgs. of e-waste. In acontinued effort to recycle waste paper the Bank has tied up with ITC Ltd through theirWealth-out-of-Waste (WOW). Waste Paper Collection Arrangement and a couple of otherpartners pan-India. Through this initiative the Bank has recycled close to 6023 kgs. ofpapers.

Principle 3

1. Please indicate the Total number of employees.

The Bank had 23060 (including permanent employees as well as contractual and interns)employees as at March 31 2016.

2. Please indicate the total number of employees hired on temporary /contractual / casual basis.

The Bank had 2335 employees at March 31 2016 hired on temporary / contractual /casual basis.

3. Please indicate the Number of permanent women employees.

The Bank had 4002 permanent women employees at March 31 2016.

4. Please indicate the Number of permanent employees with disabilities.

The Bank had 7 permanent employees with disabilities.

The Bank evaluates and addresses the special infrastructure needs of differently -abled employees and facilitates their seamless integration into the system. For thevisually impaired employees the Bank has procured special software which converts textinto voice for the employee to understand and respond. Likewise in the case ofhearing-impaired employees the Bank provides training in "sign-language" totheir reporting managers and colleagues which help ease communication. Fellow colleaguesare sensitized regarding their needs and requirements as well.

5. Do you have an employee association that is recognized by management?

The Bank does not have any Association of Employees.

6. What percentage of your permanent employees is members of this recognizedemployee association?

Not Applicable.

7. Please indicate the Number of complaints relating to child labour forcedlabour involuntary labour sexual harassment in the last financial year and pending ason the end of the financial year.

Sl. No. Category No of complaints filed during the financial year No of complaints pending as on end of the financial year
1 Child labour/ forced labour/ involuntary labour Nil Nil
2 Sexual harassment 20 Nil
3 Discriminatory employment Nil Nil

The Bank’s Policy on Sexual Harassment encourages women employees to notify anyanxiety arising out of gender differences which is then escalated for quick investigationand the case is considered by a Committee of Experts comprising female social workers andsenior female Executives.

The Bank had organized exhaustive workshops for some of the employees on sexualharassment who in turn percolated these learnings to other women employees.

8. What percentage of your undermentioned employees were given safety &skill up-gradation training in the last year?

• Permanent Employees

• Permanent Women Employees

• Casual / Temporary / Contractual Employees

• Employees with Disabilities

Employee Training on Fire Safety

The Bank’s Workplace Health and Safety Policy lays down safety measuresescalation mechanisms and ways to handle emergency situations to ensure a safe workenvironment. The Bank has an e-learning module on Workplace Safety with the aim ofcreating awareness on various potential hazards and accidents at the workplace. In FY2015-16 the Bank conducted Fire-Safety Training Sessions for about 8200 employeesthrough 558 sessions achieving 16400 man-hours. The sessions comprised Evacuation Drillsessions and Fire Safety Training.

Training on Women Safety

Training sessions on Women Safety were conducted for women employees during which theywere trained on various self-defense techniques using common implements and accessoriesfor protection and were sensitized on common safety issues / incidents that could affectthem. In FY 15-16 820 women employees have been trained through 28 such sessionsachieving 3280 man-hours.

Skill Upgradation Training

Total Employee Strength No. of programs Total no. of participants Total Man hrs. achieved Average Man hrs. per participant Average Man days achieved
23060 1374 132571 714209 32 4

Principle 4

1. Has the Company mapped its internal and external stakeholders? Yes / No

Yes The Bank has mapped its internal and external stakeholders and has clearengagement processes with them. Description of the processes has been provided in theSustainability Report.

2. Out of the above has the company identified the disadvantaged vulnerable& marginalized stakeholders.

Reserve Bank of India has prescribed guidelines on Financial Inclusion Priority SectorLending lending to Weaker Sections etc. which direct the Bank’s assistance to thedisadvantaged vulnerable and marginalised stakeholders.

3. Are there any special initiatives taken by the company to engage with thedisadvantaged vulnerable and marginalized stakeholders? If so provide details thereofin about 50 words or so.

The Bank took up the responsibility of providing financial services to the most remoteand marginalized communities. The Inclusive Banking Group adopts a collaborative approachby partnering with suitable intermediaries / institutions for offering the FinancialInclusion (FI) products and services in a phased manner with requisite risk managementsystems and controls. The program was initiated with micro-credit (less than Rs. 50000)and has been expanded to basic savings accounts. 100% of the target segment is women. Thebusiness model involves thorough interaction with the members’ households includingvisits to their houses and business places to assess the level of economic activity. Thelending methodology involves forming Joint Liability Groups through which the members areclosely aligned with each other and share each other’s responsibilities. These groupsenhance the member-connect with each other share their issues / concerns etc. forcollective addressing. The program has an embedded component of financial literacy whicheducates the members on various components of financial services being offered. The memberinteraction keeps happening as frequently as a week to a month.

Internally the Bank focuses on providing special infrastructure needs fordifferently-abled employees and facilitates their seamless integration into the system.The Bank has been conducting Women’s Safety Awareness Training Sessions for its womenemployees.

As a part of a Community Development Initiative in partnership with a BusinessCorrespondent the Bank conducts a legal literacy programme for marginalized women inMadhya Pradesh educating them on legal awareness domestic violence and genderdiscrimination. As part of the social initiatives the Bank supports the rehabilitationand vocational skill building of street children and young adults addicted to drugs inpartnership with SUPPORT.

Principle 5

1. Does the policy of the company on human rights cover only the company orextend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?

The Policy on Human Rights covers only the Bank.

2. How many Stakeholders’ complaints have been received in the pastfinancial year and what percent was satisfactorily resolved by the management?

The Bank has not received any complaints pertaining to human rights during thefinancial year.

Principle 6

1. Does the policy related to Principle 6 cover only the company or extends tothe Group / Joint Ventures / Suppliers / Contractors / NGOs / others.

While the policy related to Principle 6 is applied across the Bank the Bank’sendeavor is to empanel the vendors who follow best environment practices. The Bank isworking towards a Sustainable Value Chain and has initiated sustainability assessmentswith vendors and suppliers.

2. Does the company have strategies / initiatives to address globalenvironmental issues such as climate change global warming etc? Y/N. If yes please givehyperlink for webpage etc.

The Bank recognizes that climate change and global warming will impact businesses inthe long term. The Bank has taken action and is monitoring and managing its direct andindirect emissions. The Bank has developed and implemented strategies to reduce energyconsumption and invests in renewable technologies. The Bank is governed by an EnvironmentPolicy and environment disclosures are reported in the Sustainability Report.

The Bank’s Sustainability Report is available at the link:http://www.indusind.com/content/csr-home/ sustainability-report.html

3. Does the Company identify and assess potential environmental risks? Yes / No

Not Applicable

4. Does the company have any project related to Clean Development Mechanism? Ifso provide details thereof in about 50 words or so. Also if Yes whether anyenvironmental Compliance Report is filed?

Not Applicable

5. Has the company undertaken any other initiatives on – clean technologyenergy efficiency renewable energy etc. Y/N. If yes please give hyperlink for web pageetc.

The Bank’s Sustainability Report is available at the link:http://www.indusind.com/content/csr-home/sustainability-report.html

Paper Consumption and Recycling:

The Bank’s strategies to reduce paper consumption at the Bank include the use ofrecycled paper products bagasse-based products etc. The Bank enables its customers tomake choices that reduce paper consumption downstream of its own operations by activelyenlisting and incentivizing e-statement registrations and offering several othere-facilities like on-line and mobile banking.

In a continued effort to recycle waste paper the Bank has channelized 6023 kgs. of A4size paper for recycling.

E-waste:

The Bank has recycled 36650 kgs. of e-Waste through Government authorized recyclers.

Energy Conservation and Efficiency:

Energy Reduction Initiative Reduction Scale Electricity Saved* (in MWh) Emissions Reduced (in MT of CO2)
222 thin clients pan-India 66.0 46
Solar energy generated at Karapakkam facility Regional office 61.8 43

Solar ATMs and Solar Powered Premises:

The Bank’s Solar-powered facility at Karapakkam generated 61.8 MWh of power andcontributes to 8% of the total energy demand of the facility. The Bank is in the processof rolling out 100 additional solar ATMs that will function based on Grid-Tied Technologywhere Grid power will be supplemented by Solar Energy thus reducing the net power drawnfrom the grid.

Renewable project Finance

The Bank has a Project Finance team with focus on specific sectors like Wind SolarRoads Port Logistics and Power transmission.

LEED Certified Premise

The Bank is in the process of setting up a LEED Platinum-certified office building inMumbai with an area of 19685 sq. ft. The building design incorporates several sustainableand energy efficient features; use of efficient waste segregation and management systemnetwork of drip irrigation for landscaping well defined rainwater harvesting systemusing solar energy to power the building to name a few.

Carbon Disclosure Project

The Bank prepares an annual carbon inventory in accordance to ISO14064:2006 frameworkand obtained external assurance for FY 15-16. The Bank was adjudged #1 in FinancialServices Sector in India by CDP in 2015.

6. Are the Emissions / Waste generated by the company within the permissiblelimits given by CPCB / SPCB for the financial year being reported?

Not Applicable.

7. Number of show cause / legal notices received from CPCB / SPCB which arepending (i.e. not resolved to satisfaction) as on end of Financial Year

Not Applicable.

Principle 7

1. Is your company a member of any trade and chamber or association? If YesName only those major ones that your business deals with:

The Bank is a member of various trade bodies and associations viz.

a. Confederation of Indian Industry (CII)

b. Indian Merchants Chambers (IMC)

c. Bombay Chamber of Commerce & Industry (BCCI)

d. Indian Banks Association (IBA)

e. Indian Institute of Banking and Finance (IIBF)

f. International Chamber of Commerce (ICC)

2. Have you advocated / lobbied through above associations for the advancementor improvement of public good? Yes/No; if yes specify the broad areas (drop box:Governance and Administration Economic Reforms Inclusive Development Policies Energysecurity Water Food Security Sustainable Business Principles Others)

No.

Principle 8

1. Does the company have specified programmes / initiatives / projects inpursuit of the policy related to Principle 8? If yes details thereof.

In line with the Bank’s Mission Statement and focus areas as per our CSR Policythe Bank has undertaken several projects that critically impact communities and theenvironment around us.

Environmental Sustainability has always been the Bank’s major focus area and inthe past year too the Bank has undertaken several internal and external environmentalinitiatives.

Environmental Sustainability

• External environment projects including nature conservation and communitydevelopment initiatives at Melghat and Pench tiger reserves environmental education toschool children through ‘Walk on the Wild Side’ a book designed to re-connectchildren with urban biodiversity.

• Through its internal environment initiatives the Bank ensures that it mitigatesthe impact of its operations its interventions include solarizing its ATMs and officepremises virtualizing servers installing power saving devices to conserve energyrecycling paper and e-waste. This year the Bank is in the process of setting up a LEEDplatinum rated office premise in Mumbai.

• The Bank believes in building capacities of its employees through the GreenChampions and Green Commandos Programmes that enable them to become sustainability leaders/ champions not only at their workplace but also in their own communities and societies.All of the Bank’s adopted sustainable initiatives are spearheaded by the GreenChampions pan-India who are ably supported by the army of green commandos.

Preventive Healthcare:

• During the previous financial year the Bank constructed / refurbishedsanitation facilities in Kolhapur and districts of Eastern Uttar Pradesh that impactedclose to 5000 children. The Bank will maintain the toilets for a year and then hand themover to the School Sanitation Management Committee comprising teachers PTA members andmembers from the Panchayat. The project creates awareness on health hygiene and goodsanitation practices within the local community and schools.

• In another ongoing project with SUPPORT the Bank supports the rehabilitationand skill development of drug-addicted street children in Mumbai making them employableand independent through Vocational Skill-building programmes.

Rural Development:

• In partnership with its Business Correspondent - Samhita the Bank is currentlycarrying out a Legal literacy programme for marginalized women in Bhopal and Sagardistricts of Madhya Pradesh. So far 6300 women have been trained. The Bank is in thesecond year of the project and aims to cover 65000 women by the end of 4 years.

• The Bank’s Inclusive Banking channel adopts collaborative approach bypartnering with suitable intermediaries/ institutions for offering the FI products andservices in a phased manner with strong risk management systems and controls. The entiretarget segment are women. The program was initiated with micro-credit (less than ' 50K)and has now been expanded to basic savings accounts. The business model involves thoroughinteraction with the member’s household visit to their houses and business place toassess the level of economic activity. The lending methodology involves forming jointliability group through which the members are closely aligned with each other and shareeach other’s responsibilities. These groups enhance the member connect with eachother share their issues/concerns etc. for collective addressing. The program has anembedded component of financial literacy which educates the members on various componentsof financial services being offered. The member interaction keeps happening as frequentas a week to a month. Through the Inclusive Banking Group and team of businesscorrespondents the Bank reaches out to marginalized communities in rural India byproviding them with micro-loans empowering them changing their lives and raising themabove the poverty line.

• The Bank has been instrumental in propagating financial literacy through thePradhan Mantri Jan Dhan Yojana by conducting literacy camps and awareness campaigns forcustomers.

Education and Other Areas:

• The Bank supports deserving meritorious students of Ashoka University throughthe Young India Fellowship Programme renowned for introducing several young entrepreneursin the social sector.

• In FY 2015-16 the Bank supported the ‘Para Champions Programme’ inassociation with Go-Sports Foundation a programme involving selection and training of 15Para Champions pan-India representing the country at the Paralympics.

• The Bank’s payroll giving scheme ‘Share2care’ is an initiativewhich allows its employees to donate to NGOs who work for social and environmental causesleveraging their resources and expertise to bring about positive change. In the past yearemployees have raised funds for SUPPORT Nalandaway Foundation Samarthanam AaranyakHelpAge India and Prayas and their contributions have made a huge difference in the areasof Education Children Empowerment of Women Differently-abled Nature Conservation andElderly Care.

2. Are the programmes / projects undertaken through in-house team / ownfoundation / external NGO / government structures / any other organization?

The programmes / projects / initiatives are undertaken through in-house team businesscorrespondents NGOs Implementation Agencies and Environmental Consultants.

3. Have you done any impact assessment of your initiative?

Yes the Bank continuously monitors and assesses the impact of its initiatives to gaugethe effectiveness of its interventions.

The legal literacy programme in Madhya Pradesh has successfully educated women onphysical abuse and violence; pre and post tests conducted on the respondents proved that83% of the women were now aware of protection measures women helpline number and theprocedure to file a complaint in their police stations. They could now openly talk aboutcases of domestic violence in their households and were completely aware of methods todeal with domestic and sexual violence.

The Swachh Vidyalaya initiative impacted close to 5000 children. Interactions with thechildren post the Bank’s interventions revealed that the children are not only awareof good hygiene practices but have also influenced their parents and community membersregarding the importance of hygiene and good sanitation practices. Each of the classes inthe schools has a ‘Swachh Mantri’ who drives the agenda and motivates peers tofollow good practices.

4. What is your company’s direct contribution to community developmentprojects- Amount in INR and the details of the projects undertaken?

The Bank has spent Rs. 27.32 crores on various social and environmental activitiesduring the year 2015-16 which is 64% of the outlay as per the Companies Act 2013. TheBank values its community at large and supports them through various financial andnon-financial initiatives. The details of the Bank’s community developmentinitiatives have been highlighted in Point 1 of Principle 8.

Apart from the Bank’s community development initiatives every year the Bankreaches out to households from the Base-of-the-Pyramid (BOP) segment through direct andindirect channels. During FY 15-16 the Bank has reached out to around 2.3 millionhouseholds from the Base of the Pyramid (BoP) Segment both through Direct and IndirectChannels spread across 26 States 420 Districts. Out of the same the Bank has Directlyreached out to 1278703 loans clients spread out in 11 States & 104 Districtscovering more than 13860 villages and 209 slums. Majority of the areas are from underbanked districts and districts which rank low on the CRISIL Financial Inclusion Index andmoreover 100% of these loans were to Women organised in Joint Liability Groups (JLG);various studies internationally have shown that such loans extended along with otherfinancial services in a responsible manner would help improve the quality of lives andhelp empower the women over a period of time. It is the Bank’s endeavour to deepenthe engagement with these clients to help them move out of poverty and improve theirstandard of living and do it in a sustainable manner. In terms of socio-economiccomposition 71% of the population belonged to BC / SC and ST category with SC / STcategory constituting 36% by number and amount. 100% of these loans were to Womenorganised in Joint Liability Groups and around 46% of the loan are towards Agri and Agriallied with balance towards Micro Enterprises (Manufacturing Trade and Service).Activities covered under these include Vegetable Cultivation Release of land Mortgagedwith Money lenders Bore well digging Pumpset Land Development Livestock loans –Buffalo Cows Sheep rearing Kitchen poultry units etc. On the Micro Enterprisesactivities i.e. Saree Trading Fruits Business Kirana stores Snacks stores Road SideDhabas Cycle repair shops Tea Stalls Agarbathi making Tailoring etc. In the processthe Bank has touched more than 1200 activities thus touching virtually every aspect ofclients at the BoP segment. Over 55% of the loans are for amounts below Rs. 15000.

5. Have you taken steps to ensure that this community development initiative issuccessfully adopted by the community? Please explain in 50 words or so.

As highlighted in point 3 the Bank continually assesses and monitors the impact of itsinitiatives. The communities targeted are the Bank’s major stakeholders in communityinterventions and the Bank ensures that the projects undertaken have completeparticipation and support from the community to ensure that they are sustainable andgenerate the necessary impact.

Principle 9

1. What percentage of customer complaints / consumer cases are pending as on theend of financial year.

1.78% customer complaints were pending at the end of financial year (FY 2015-16) whichgot resolved in April 2016.

2. Does the company display product information on the product label over andabove what is mandated as per local laws? Yes / No / N.A. / Remarks (additionalinformation).

Not Applicable.

3. Is there any case filed by any stakeholder against the company regardingunfair trade practices irresponsible advertising and/or anti-competitive behaviour duringthe last five years and pending as on end of financial year? If so provide detailsthereof in about 50 words or so.

No.

4. Did your company carry out any consumer survey/ consumer satisfaction trends?

The Bank regularly carries out surveys to assess satisfaction levels and trackperformance on customer needs and expectations.

In FY 2015-16 the Bank had conducted transactional E- Surveys month-on-month forcustomer touch points viz. – ATM Contact Centre & Net banking.

ANNEXURE VIII TO THE DIRECTORS’ REPORT

CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To

The Members of IndusInd Bank Limited

We have examined the compliance of conditions of Corporate Governance by INDUSIND BANKLIMITED ("the Bank") for the year ended 31st March 2016 as stipulated in Clause49 of the Listing Agreement executed by the Bank with the BSE Limited (‘BSE’)and the National Stock Exchange of India Limited (‘NSE’) for the period fromApril 1 2015 to November 30 2015; and as stipulated in Chapter IV of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("LODR") for the period from December 1 2015 to March 31 2016.

The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementation thereof adoptedby the Bank for ensuring compliance with the conditions of Corporate Governance. It isneither an audit nor an expression of opinion on the Financial Statements of the Bank.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Bank has complied with the conditions of CorporateGovernance as stipulated in the above mentioned Listing Agreement / LODR.

We further state that such compliance is neither an assurance as to the futureviability of the Bank nor the efficiency or effectiveness with which the Management hasconducted the affairs of the Bank.

For Bhandari & Associates

Company Secretaries

S. N. Bhandari

Partner

FCS No.: 761; C.P. No.: 366

Place : Mumbai

Date : May 12 2016