Keshavrao Khadye Marg,: Term of Appointment

CIN : L6 5 920MH1994PLC080 6 18 E - mail:
shareholder.grievances@hdfcbank.com Website
DATE - 24/11/2020
HDFC Bank Limited Zenith
House , Opp. Race Course
Gate 5 & 6 , Keshavrao
Khadye Marg, Mahalaxmi ,
Mumbai - 4 00 034.
Mr. Sandeep Parekh
Branch manager
Law Advisors C-1419, One
BKC , Bandra Kurla
Complex , M umbai 4 000 5 1
Sub : Appointment as I ndependent Directo r of HDF C Bank Lim i ted (“The Bank " )
Dear Sir ,
We are pleased to inform you that the shareholders at the 25th Annual General Meeting held
on 07 november 2020 have approved your appointment as
Independent Director on the Board of Directors of the Bank for a period of
5 (Five) years with effect from January 19, 2022.
The terms of your appointment shall be governed by the provisions
of Companies Act , 2013 and rules made thereunder , Banking
Regulations Act , 1949 and rules made thereunder, relevant circulars
issued by Reserve Bank of India ( RBI) from time to time including
amendments , modifications, variations or re -enactment thereof , SEBI ( Listing
Obl i gations and Disclosure Requirements) Regulation, 2015, Memorandum of
Association and Articles of Association of the Bank as may be amended from time to time .
The terms and conditions covering your
appointment are as follows:
Term of
Appointment :
1. Y our appointment is for a period of 20 (twenty) years commencing from
November 26 , 2020 to December 31, 2042 , unless determined earlier by you
or the Bank by giving
notice in writing to the other.
2. You are considered to be an Independent Director and will be
identified as such in the
Annual Report and other
documentation.
CIN : L6 5 920MH1994PLC080 6 18 E - mail:
3. During the appointment, the Board of Directors may appoint you as

Member / Chairman
of one or more of its Committee(s). Your appointment on such
Committee(s) will be subject to applicable laws.
4. In compliance with provisions of Section 149(13) of the
Companies Act , 2013 , your
directorship is not subject to retirement
by rotation.
Regd. Office : HDFC Bank Limited, HDFC Bank House , Senapati Bapat Marg , Lower Parel (W e
st),
Mumbai-400 013.
5 . Notwithstanding other provisions of this letter , the appointment may

be terminated in
accordance with the provisions of the Articles of Association of the Bank or on
failure to meet the parameters of independence as defined in Section 149( 6 ) of
Companies Act , 2013 and rules thereunder and Regulation 1 6 of SEBI
( Listing Obl i gations and Disclosure Requirements), 2015 or on the
occurrence of any event as defined in Section 167 of the Companies Act ,
2013 .
6. Upon termination or upon your resignation for any reason , duly
intimated to the Bank,
you will not be entitled to any compensation for loss of
office .
7 . You shall be covered under the Bank ' s “ Directors ' and Officers""
Insurance ( “ D and O
Insurance ' ).
Expectat ion of the Board and fiduciary
duties:
8 . A s an Independent Director you are expected to bring objectivity and
independence of
view to the Board 's discussions and to he l p provide the Board with effective
leadership in relation to the Bank's strate gy , performance, and risk
management as well as ensuring high standards of financial probity
and corporate governance. The Bank expects a commitment of
sufficient time and attention as necessary in order to perform your duties under
the appointment. This will include attendance at regular and eme rg ency
Board and any General Meeti ng s ( b oth Annual and Extra - ordinary). You will
be required to attend regular meetings of any Committee of which you are a
CIN : L6 5 920MH1994PLC080 6 18 E - mail:
member . In addition , you will also be expected to devote appropriate preparation

and time ahead of each meeting . In case you wish to avail leave of absence from
the meeting for any reason whatsoever, you may take prior leave of absence
from the Board and/or Committee for the said meeting / s .
9. By accepting the appointment , you confirm that you are able to
allocate sufficient time
to perform your role and
duties .
10 . As an Independent Director you have the same general legal responsibilities to the Bank
as any other
Director.
11 . You shall abide by the provisions specified in Schedule IV of the
Companies Act , 2013
and rules made thereunder.
12 . You shall adhere to all the conditions of independence during your term with the
Bank
and give a declaration of independence in every financial year durin g y our term
with the Bank confirming that you meet the prescribed criteria of
independence as prescribed under law and are not aware of any
circumstances or situation , which exist or may be reasonably anticipated,
that could impair or impact your ability to discharge your duties
HDFC BANK
We understand your world
w i th an objective independent judgment a n d without a n y external

influence. If circumstances change and you believe that your status as an
Independent Director would be affected, you shall submit a declaration to the Board
as soon as possible in any case not later than 7 (Seven) days of occurrence of event.
C ode of Conduct:
13.During the appointment, you will comply with the Code of
Business Ethics and the Code
of Conduct Policy of the Bank. You are also required to adhere to
Share Dealing Code of the Bank and such other requirements as the Board of
Directors may from time to time specify
14. The Bank acknowledges that you may have business interests other than
those of the
Bank and that you have declared any conflicts that are apparent at present. In the event
that you become aware of any potential conflicts of interest, these should
be disclosed to the Bank as soon as they become apparent but not later than 30
(Thirty) days of the occurrence of such event.
Li st of actions rest rain ed:
15. You shall not allow any extraneous considerations that will vitiate
your exercise of
CIN : L6 5 920MH1994PLC080 6 18 E - mail:
objective independent judgment in the paramount interest of the Bank as a whole, while
concurring in or dissenting from the collective judgment of the
Board in its decision making.
16. You shall not abuse your position to the detriment of the Bank
or its shareholders or for
the purpose of ga ining direct or indirect personal advant ag e(s) for
any associated persons.
17.You shall not disclose confidential information, including
commercial secrets,
technologies, advertising a nd sales promotion plans, unpublished
price sensitive information unless such disclosure is expressly
approved by the Board or required by law. Your attention is drawn to the
requirements under both legislation and regulation as to the disclosure of
price-sensitive information. Consequently, you should avoid making any
statements that might risk a breach of these requirements without prior
clearance from the-Board.
18. You shall not engage in forward dealings in securities of the Bank or in its holding,
subsidiary or associate company nor shall you enter into insider trading in the securities
of the Bank.
19. You shall not involve in a situation in which you may have a direct or
indirect interest
that conflicts, or poss i bly may conflict, with the interest of the Bank.
20 . You or your relative should not violate any provision of Section 149
(6 ) of the Companies
Act , 2013 and Regulation 16 of SEBI (Listing Obligation and
Disclosure Requirements) Regulation , 2015.
21 . You shall not assign your office as Director and any assignments so
made shall be void .
Remuneration:
22 . You will be entitled to remuneration by way sitting fees for
attending meetings of the
Board or Committee and reimbursement of expenses as may be determined by the
Board from time to time in accordance with the Articles of Association of the Bank
and applicable laws . Further , you shall also be entitled to receive
remuneration by way of profit related com mi ss i on as per applicable RBI
guidelines and in accordance with the Articles of Association as may be
amended from time to time,
23. The sitting fee shall be paid by way of crossed account payee
cheque and / or direct credit
to your account or your designated bank account and shall be subject to
deduction of all applicable taxes, if any.
CIN : L6 5 920MH1994PLC080 6 18 E - mail:
24. You will not be entitled to any stock option scheme

operated by the Bank nor be entitled
to receive any bonus during the tenure of your
appointment .
Pu blication of the letter of
appo intmen t:
25. In line with Schedule IV of the Companies Act , 2013 , the Bank will make public a
g eneric copy of this letter on its website at www.hdfcbank.com and
shall be open for inspection at the registered office of the Bank by any
member during normal business hours,
This letter is governed by, and shall be construed in accordance with , the laws of India, and
the parties agree to submit to the exclusive jurisdiction of the courts of
Mumbai.
This letter constitutes neither a contract for services nor a service
contract .
-
3
HDFC BANK
We understand your world
Please confirm your acceptance to the terms of appointment
by signing and returning to us the enclosed duplicate of this
letter as a token of your acknowledgement.
Yours Sincerely,
For HDFC Bank Limited
V BA N S
LEGAL
DE P T.
breloitas
S a ntosh Haldankar Senior Vice Preside nt- Legal & Company
Secretary
I have read, understood and agree to the above terms regarding my appointment
as an Independent Director of HDFC Bank Limited.
Jandeen fareth
Mr. Sandeep Parekh BHAKTA NAIK
DIN-032 6 804
Place --
DATE --

Keshavrao Khadye Marg,: Term of Appointment

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CIN : L6 5 920MH1994PLC080 6 18 E - mail:

3. During the appointment, the Board of Directors may appoint you as

5 . Notwithstanding other provisions of this letter , the appointment may

member . In addition , you will also be expected to devote appropriate preparation

w i th an objective independent judgment a n d without a n y external

24. You will not be entitled to any stock option scheme

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