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Funds :
Key Ratios :
Rs. 10 Lac = Rs. 1 Million Rs. 1 Crore = Rs. 10 Million **Proposed *Source : NSE
Book Closure : June 24, 2009 to July 14, 2009 (both days inclusive)
Contents
Directors’ Report 12 - 24
Auditors’ Report 25
Accounts 26 - 72
Basel II 74 - 86
To the Members,
Your Directors have great pleasure in presenting the Fifteenth Annual Report on the business and operations of your Bank
together with the audited accounts for the year ended March 31, 2009.
Financial Performance
(Rs. in crores)
Appropriations
The Bank posted total income and net profit of Rs. 19,622.9 during 2008-09, your directors are pleased to recommend a
crores and Rs. 2,245.0 crores respectively for the financial year dividend of 100% for the year ended March 31, 2009, as
ended March 31, 2009 as against Rs. 12,398.2 crores and against 85% for the year ended March 31, 2008. This dividend
Rs. 1,590.2 crores respectively in the previous year. shall be subject to tax on dividend to be paid by the Bank.
Appropriations from the net profit have been effected as per
the table given above. Awards
Nasscom IT User Award 2008 : Best IT Adoption in the Banking each. HDFC Limited can exercise the said options until
Sector. December, 2009.
Asian Banker Excellence in Retail Financial Services : Best Retail During the year under review, 10.67 lakh shares were allotted
Bank 2008. to the employees of your Bank pursuant to the exercise of
options under the employee stock option scheme of the Bank.
Asiamoney : Best Local Cash Management Bank Award. These include the shares allotted under the employee stock
option scheme of Centurion Bank of Punjab.
Microsoft & Indian Express Group : Security Strategist Award
2008. Other Capital Raising
World Trade Center Award of Honour : For outstanding During the Fiscal year 2008-2009 your bank issued Lower and
contribution to international trade services. Upper Tier II bonds aggregating to Rs. 2,875 crores. The
proceeds from these bond issuances have been included as
Ratings Tier II capital.
The Bank has its deposit programs rated by two rating agencies Employee Stock Options
- Credit Analysis & Research Limited (CARE) and Fitch Ratings
India Private Limited. The Bank’s Fixed Deposit programme has The information pertaining to Employee Stock Options is given
been rated ‘CARE AAA (FD)’ [Triple A] by CARE, which represents in an annexure to this report.
instruments considered to be “of the best quality, carrying
negligible investment risk”. CARE has also rated the bank’s Capital Adequacy Ratio
Certificate of Deposit (CD) programme “PR 1+” which represents
“superior capacity for repayment of short term promissory Your Bank’s total Capital Adequacy Ratio (CAR) calculated in
obligations”. Fitch Ratings India Pvt. Ltd. (100% subsidiary of Fitch line with the Basel II framework stood at 15.7%, well above
Inc.) has assigned the “tAAA ( ind )” rating to the Bank’s deposit the regulatory minimum of 9.0%. Of this, Tier I CAR was 10.6%.
programme, with the outlook on the rating as “stable”. This rating During the year under consideration the Bank raised Tier II
indicates “highest credit quality” where “protection factors are capital to maintain a healthy CAR. In the Fiscal year 2008-2009
very high”. the Reserve Bank of India revised the risk weights accorded
to various asset classes which had a net positive impact on
The Bank also has its long term unsecured, subordinated (Tier II) the Capital Adequacy Ratio of your Bank.
Bonds rated by CARE and Fitch Ratings India Private Limited and
its Tier I perpetual Bonds and Upper Tier II Bonds rated by CARE From the current Financial year the Bank has complied with
and CRISIL Ltd. CARE has assigned the rating of “CARE AAA” for the standards set out for the standardised approach for credit
the subordinated Tier II Bonds while Fitch Ratings India Pvt. Ltd. risk and the Basic Indicator approach for operational risk
has assigned the rating “AAA(ind)” with the outlook on the rating under Basel II as directed by the Reserve Bank of India. The
as “stable”. CARE has also assigned “CARE AAA [Triple A] for the implementation of the Basel II framework is in harmony with
Banks Perpetual bond and Upper Tier II bond issues. CRISIL has the Bank’s objective of adopting international best practices
assigned the rating “AAA/Stable” for the Bank’s perpetual Debt in risk management. The Bank’s CAR as per Basel II is 15.7%
programme and Upper Tier II Bond issue. In each of the cases as compared to 15.09% calculated as per Basel I.
referred to above, the ratings awarded were the highest assigned
by the rating agency for those instruments. Amalgamation of Centurion Bank of Punjab Limited with the
Bank
Issuance of Equity Shares and Warrants
During the year ended March 31, 2009, the Reserve Bank of
The Reserve Bank of India (RBI) approved the scheme of India accorded its consent to the Scheme of Amalgamation
amalgamation of Centurion Bank of Punjab with your Bank of Centurion Bank of Punjab Limited with your Bank. Pursuant
effective May 23, 2008. Consequently, the shareholders of the to the order of amalgamation the operations of both Banks
erstwhile Centurion Bank of Punjab were allotted 69,883,956 were merged with effect from May 23, 2008. The appointed
equity shares of Rs. 10 each pursuant to the share swap ratio date for the merger was April 01, 2008. During the fiscal year
of one equity share of Rs. 10 each of HDFC Bank for every various facets of integration including systems, human
twenty nine equity shares of Re. 1 each held in Centurion Bank resources, branches, operating processes and business plans
of Punjab by them as on June 16, 2008. have been integrated. With the result both banks currently
operate as one seamlessly integrated entity.
To enable the promoter group to restore its shareholding
percentage in the Bank to the pre-merger level and in line SUBSIDIARY COMPANIES
with shareholder and regulatory approvals, during the quarter
ended June 30, 2008 your Bank issued 26,200,220 warrants In terms of the approval granted by the Government of India,
convertible into an equivalent number of equity shares to the provisions contained under Section 212(1) of the Companies
HDFC Limited on a preferential basis at a rate of Rs. 1,530.13 Act, 1956 shall not apply in respect of the Bank’s subsidiaries
namely, HDFC Securities Limited (HSL) and HDB Financial Services Interest rates too have mirrored the broad-based uncertainty in
Limited (HDBFSL). Accordingly, a copy of the Balance Sheet, Profit the global economy and markets and have been very volatile
and Loss Account, Report of the Board of Directors and Report of since the global crisis intensified last year. The overnight inter-
the Auditors of HSL and HDBFSL have not been attached to the bank call money rate as well as deposit and lending rates spiked
accounts of the Bank for the year ended March 31, 2009. up sharply during the October 2008 liquidity shortage spell,
impacting domestic growth prospects. Since January 2009,
Investors who wish to have a copy of the annual accounts
however, inter-bank rates have eased substantially with the
and detailed information on HSL and HDBFSL may write to
overnight call money rate ruling around 3-4%, while longer-
the Bank for the same. Further, the said documents shall also
tenor yields have moved higher by an average of 160 basis points
be available for inspection by the investors at the registered
(bps) in response to concerns over a widening fiscal deficit spurred
offices of the Bank, HSL and HDBFSL.
by an expansionary fiscal policy. Effective lending and deposit
MANAGEMENT’S DISCUSSIONS AND ANALYSIS rates have broadly tracked the down-trend in policy rates, albeit
at a much slower pace. While policy rates have declined by an
Macro-economic and Industry Developments average of 250-400 bps, the lending rates of banks have broadly
scaled lower by 150-225 bps and deposit rates have come down
The Indian economy faced significant slowdown in growth by 100-150 bps.
momentum in 2008-09, driven by a severe downturn in the global
economy on the back of sustained pressure on the global financial Despite some easing of effective lending rates, credit growth
system. For India, estimates of 2008-09 GDP growth range from has moderated over the year, spiking up to a high of 29% in the
6.0%-7.0% against an average growth rate of 8.8% per annum October-November, 2008 period but falling steadily thereafter to
over the period 2003-2008. a growth rate of 18.1% in March 2009. While the spike in credit
growth in the third quarter of 2008-09 was largely fuelled by
The key shock to India’s growth has come from external sources, demand from oil marketing and fertilizer companies reeling under
largely by way of lower exports and a marked reduction in inflow
losses accumulated on the back of firm commodity prices as well
of foreign capital. While export growth entered into negative
as some substitution of foreign sources of funding with domestic
territory in the third quarter of the financial year 2008-2009 against
bank credit, the decline in economy-wide credit demand in the
a growth rate of around 27% during the same period last year,
fourth quarter of 2008-09 was broadly in sync with lower domestic
foreign inflows are likely to have contracted to USD 16 billion in
growth. Retail consumer borrowing slipped lower as consumer
2008-09 from almost USD 100 billion in 2007-08. This has
demand slowed down; pushing growth in the retail loans lower
dampened domestic investment momentum which was earlier a
to 14.8% in the financial year ended March 31, 2009 from 18-20%
key growth driver of the Indian economy. Growth in gross capital
a year ago. Additionally, banks have been more cautious in
formation in the last quarter of the financial year 2008-2009 fell
incremental retail lending in the face of rising delinquencies and
to 5.3% from 13.7% a year ago.
higher credit risk perception with the economic slowdown.
The industrial sector has been the largest casualty of the marked
slowdown in both investment and imports, slowing from a On the foreign trade side, merchandise exports plummeted over
growth rate of 8.9% in the year ended March 31, 2008 to possibly the course of the year driven primarily by sharp deterioration in
4-4.5% in the year ended March 31, 2009. Services, particularly global growth. Manufacturing export orders, in particular, have
financial services and trade & transport – have also been impacted felt the brunt of the slowdown in the global economy. In February
by the cyclical downturn in industry and the external pressure 2009, domestic exports fell by 21.3% on the back of 15%
from a tough global financial environment. We expect growth in contraction in January 2009 and export growth is expected to
services to slow down from 10.8% in the fiscal year 2007-2008 to slow down from 9% in 2008-2009 to around 3% in 2009-2010.
9.4% in the financial year ended March 31, 2009.
Both oil and non-oil imports have declined in response to a
In response to the severe pressure on global liquidity in the reduction in commodity prices and deceleration in the domestic
aftermath of the collapse of Lehman Brothers in October, 2008, growth cycle. However, the full impact of this reduction in
liquidity within the domestic Indian banking system also came domestic oil imports is likely to be felt of the financial year 2009-
under substantial pressure. As international credit lines froze, 2010. Thus, the trade deficit position should improve significantly
pressure on the domestic banking system intensified. Since then, going forward with slower export performance being more than
a series of moves by the Reserve Bank of India to slash the Cash offset by sharp reductions in non-oil and oil imports. We therefore
Reserve Ratio (CRR) and the key domestic policy rates have expect a reduction in the trade balance deficit from USD 119
improved the liquidity situation within the banking system. The billion in 2008-2009 to around USD 105 billion in 2009-2010. Net
central bank cut the reverse repo and repo rate by a total of 250 invisibles (software exports and private transfers) are another
bps and 400 bps respectively since September 2008, and addressed category that could remain flat or decrease marginally in response
liquidity pressures by cutting the CRR and the Statutory Liquidity to slackness in global growth. However, a lower trade balance
Ratio by a total of 400 bps and 100 bps respectively, leading to a should act as the main driver in reducing the current account
liquidity surplus in the Indian banking system since November deficit from USD 30.9 billion in the financial year ended March 31,
2008. 2009 to USD 14.5 billion for the same period next year.
The total balance of payments position in the fiscal year ended significant area of concern for both the banking system and the
March 31, 2009 was in deficit due to strong portfolio outflows economy at large.
and a sharp reduction in foreign currency inflows in categories
such as net Foreign Direct Investment (FDI) and External At present, a recovery in consumption holds the key to a more
Commercial Borrowing (ECB) flows. In fact, for the first time in 10 stable growth outlook for the Indian economy. High inflation
years, the capital account showed a negative balance of USD 3.7 and a tight monetary environment acted as primary dampeners
billion. The capital account balance is likely to remain under for consumption in the first half of 2008-09, with growth in
pressure in the next financial year. However, the sharp deficit consumption declining much before the financial crisis acquired
seen over the last fiscal year is unlikely to be repeated. Short- global proportion. Growth in private final consumption
term trade credit flows could revive from the lows witnessed in expenditure fell to 5.3% in Q2FY09 as compared to 7.6% a year
the October-December 2008 period and provide some cushion ago. Recent monetary easing alongside a sharp fall in inflation is
to the capital account. FDI flows could pick up towards the latter likely to provide some support to consumption in the financial
half of the financial year ending March 31, 2010 as global investors year 2009-10. However, the possibility of contracting personal
look for high yielding destinations such as India. Thus, the capital disposable incomes that may dilute the positives of lower interest
account position is expected to improve next year resulting in a rates and prices remains a concern in the year ahead.
much more comfortable position in the total balance of payments.
Opportunities
Indian equity markets have fallen significantly over the course
The problems of the international financial system are likely to
of the last financial year due to a sharp pull out by portfolio
flows and risk aversion buying in the global markets. However, persist in 2009-10 and this will impinge on India’s ability to attract
the domestic equity markets could improve towards the latter external capital. The implication is that the domestic recovery
half of the next financial year once global investors start pricing will have to be funded largely by the domestic financial system,
in a global recession as Indian economic fundamentals still remain particularly banks. This substitution of global funding sources
strong and attractive in absolute terms. by domestic sources is likely to create a number of opportunities
for domestic finance. The Indian corporate sector will, for a while
(Sources : Ministry of Finance, RBI, CSO) to come, depend more on domestic funding both for operating
needs as well as for capacity expansion.
Risks and Concerns
Infrastructure spending, for one, will continue to be used as a
While adequate capital provisioning and stringent prudential key countercyclical policy tool. This creates opportunities for
regulations have largely shielded the domestic banking system banks either directly in project finance or in providing short term
from the global crisis, some cyclical deterioration in asset quality funds for companies involved in these projects. Second, the rural
remains a concern for the banking system. Bank credit, particularly sector has fared better than the urban segment in the downturn
in the retail segment, has been an important driver of the – rural markets for goods and services (including credit) appear
consumption boom in India and has played a significant role in to have been robust. This is partly due to the fact that a number
pushing up the trend of the growth rate of the Indian economy of the countercyclical policy initiatives have had a rural bias (rural
in the last few years. Recent stress tests have revealed that the roads and irrigation projects for some). Given the dependence of
banking system as a whole remains robust enough to withstand a large fraction of the population on the rural economy and the
a sharp increase in asset quality slippage. An increase in fact that a number of product markets are under-penetrated, it
delinquencies and non-performing assets will nevertheless restrict provides opportunities for sustained growth for a number of
the ability of the banks to grow rapidly and both the economy sectors.
and the banking system will have to align themselves to a less
buoyant growth outlook in the year ahead. Although growth in retail credit has moderated in the last year,
the low penetration levels of retail credit (estimated at less than
An increase in Investments has been a crucial anchor of growth 12% of GDP), the shift in demographics towards a higher
in recent years; buoyant global growth conditions have aided proportion of younger working population, the changing
fresh investment initiatives in recent years. Foreign capital has attitudes towards borrowings, higher income levels amongst the
had a crucial role to play in providing ready capital specifically growing middle class, and the large pent-up demand for housing,
streamlined to cater to financing investment initiatives. A lack of cars etc., all augur well for the long-term, sustainable growth of
such funds is likely to constrain a sustained recovery in investment retail lending in the Indian market.
and capital growth in the year ahead.
Outlook
Another risk that is likely to impact domestic growth conditions
is the possible de-stabilizing impact of a sharp fall in exports on The Indian economy is likely to continue to see further pressure
industry. India’s export to GDP ratio rose from 12.5% in 2000-01 in the year ahead. Growth is likely to slowdown further from
to 22% in 2007-08. As industry scales back growth expectations, 6.7% in the year ending March 31, 2009 to around 5.8% next year
runs down inventories and builds in a lower growth outlook, it is as industrial growth continues to decelerate. Investment
likely to undergo significant re-adjustments and pose as a momentum is likely to remain subdued amidst flat local demand
even as an accommodative monetary policy alongside receding increase in the average balance sheet size by 46.5% (including
inflationary risks, provide some support to growth. Demand for the impact of the merger of CBOP) and a net interest margin
credit is unlikely to recover till domestic growth conditions of 4.2%.
improve. However, India will remain one of the fastest growing
economies in the world and if risk appetite and global stability Other income registered a growth of 44.1% over that in the
were to stage a come-back by the end of 2009-10, India will previous year to Rs. 3,290.6 crores in the current year, primarily
remain an attractive foreign investment destination. due to fees and commissions, profit/loss on revaluation and
sale of investments and income from foreign exchange and
Mission and Business Strategy derivatives. In 2008-09, commission income increased by 43.3%
to Rs. 2,457.3 crores with the main drivers being commission
Our mission is to be “a World Class Indian Bank”, benchmarking from distribution of third party insurance and mutual funds,
ourselves against international standards and best practices in fees on debit/credit cards, transactional charges and fees on
terms of product offerings, technology, service levels, risk deposit accounts, processing fees of retail assets and cards,
management and audit & compliance. The objective is to continue and fees from cash management and trade products. With
building sound customer franchises across distinct businesses bond yields having fallen over 100 bps to 150 bps across
so as to be a preferred provider of banking services for target tenors, the Bank made a profit on sale / revaluation of
retail and wholesale customer segments, and to achieve a healthy investments of Rs. 382.6 crores during the year. Foreign
growth in profitability, consistent with the Bank’s risk appetite. exchange and derivatives revenues grew from Rs. 319.8 crores
We are committed to do this while ensuring the highest levels of to Rs. 440.5 crores of which, over 80% came from customer
ethical standards, professional integrity, corporate governance foreign exchange transactions. The Bank incurred a loss of
and regulatory compliance. Rs. 158.2 crores on account of derivative transactions during
Our business strategy emphasizes the following: the year ended March 31, 2009. The said loss is primarily
attributable to the unwinding of certain trading positions and
· Increase our market share in India’s expanding banking and due to contrary positions taken against bond trading positions
financial services industry by following a disciplined growth as a part of risk strategy.
strategy focusing on balancing quality and volume growth
while delivering high quality customer service; Operating (non-interest) expenses increased from Rs. 3,745.6
crores in 2007-08 to Rs. 5,532.8 crores in 2008-09, due to the
· Leverage our technology platform and open scaleable organic expansion in the Branch network and the
systems to deliver more products to more customers and to amalgamation of Centurion Bank of Punjab (which had a
control operating costs; significantly higher cost-income ratio than HDFC Bank) with
your Bank. The Bank now has a significantly larger network
· Maintain high standards for asset quality through disciplined and reach across the country as compared to that at the end
credit risk management; of the previous financial year. This has resulted in higher
infrastructure and staffing expenses. Operating cost to net
· Develop innovative products and services that attract our revenues increased to 51.7%, from 49.9% in the corresponding
targeted customers and address inefficiencies in the Indian year. Staff expenses accounted for 40.5% of non-interest
financial sector; expenses in 2008-09, due to an increase in staff strength and
increase in average salary levels. Loan loss provisions and
· Continue to develop products and services that reduce our
cost of funds; and provision for standard assets increased from Rs. 1,216.0 crores
to Rs. 1,726.3 crores in 2008-09 in line with the increase in non-
· Focus on healthy earnings growth with low volatility. performing assets and the Bank’s policy of providing
aggressively in excess of the regulatory requirements. The
Financial Performance Bank also provided Rs. 152.8 crores as contingent provisions
for tax, legal and other contingencies.
The merger of Centurion Bank of Punjab Limited (CBoP) with
HDFC Bank was effected during the year with April 1, 2008 as Net profit increased by 41.2% from Rs. 1,590.2 crores in
the appointed date. The financial results for the year ended 2007-08 to Rs. 2,245.0 crores in 2008-09. Return on average net
March 2009 are therefore for the merged entity, whilst the worth was constant at 16.1% even on an enhanced equity
results for the year ended March 2008 are on a standalone base (due to merger with CBoP). The Bank’s basic earning per
basis for HDFC Bank and are therefore not comparable. share increased from Rs. 46.2 to Rs. 52.9 per equity share.
The financial performance during the fiscal year 2008-09 During 2008-09, the Bank’s total balance sheet increased by
remained healthy with total net revenues (net interest income 37.6% over that on March 31, 2008 to Rs. 183,270.8 crores. Total
plus other income) increasing by 42.6% to Rs. 10,711.8 crores Deposits increased from Rs. 100,768.6 crores (as of March 31,
from Rs. 7,511.0 crores in 2007-08. The revenue growth was 2008) to Rs. 142,811.6 crores (as of March 31, 2009). With
driven both by an increase in net interest income and other Savings account deposits at Rs. 34,914.7 crores and current
income. Net interest income grew by 42.0% primarily due to account deposits at Rs. 28,444.9 crores, demand (CASA) deposits
were around 44.4% of total deposits as of March 31, 2009. In order to provide its customers increased choices, flexibility
During 2008-09, gross advances grew by 48.3% to Rs. 100,239.3 and convenience the Bank continued to make significant
crores. This was driven by a growth of 38.3% in wholesale headway in its multi channel servicing strategy. The Bank
advances to Rs. 39,085.8 crores, and an increase of 55.5% in offered its customers the use of ATMs, internet banking,
retail advances to Rs. 61,153.5 crores. phone banking and mobile banking in addition to its
expanded branch network to serve their banking needs.
Business Segments’ Update
The Bank increased its debit card base by 57.8% this year
Consistent with its performance in the past, this year too the which translated to increased usage at its ATMs, providing
bank has achieved healthy growth across various operating greater convenience to customers while easing the load at the
and financial parameters. The performance reflects the Bank’s branches and reducing servicing costs. The Bank also
strength and diversity of the bank’s three primary business made strong inroads in its internet banking with around 20%
franchises – retail banking, wholesale banking and treasury, of its registered customers now using net banking facilities
and of its disciplined approach to risk – reward management. for their banking requirements. Your bank now offers phone
banking in over 500 locations in addition to giving its
Retail Banking
customers the ease of accessing their bank accounts over their
The growth in your Bank’s retail banking business was robust mobile phones. The success of the Bank’s multi-channel
during the current financial year. The Bank’s retail deposits strategy is evidenced in the fact that almost 80% of customer
grew by over 63.7% to Rs. 99,276.5 crores at the end of the initiated transactions are serviced through the non-branch
financial year ended March 31, 2009, while its retail assets grew channels.
by 55.5% to Rs. 61,153.5 crores during the same period.
Retail Assets
The Bank caters to various customer segments with a wide
range of products and services. HDFC Bank is a one stop shop Your Bank continued to grow at a healthy pace in almost all
financial services provider of deposit products of virtually all the retail loan products in which it operates and remains
types, of retail loans (auto loans, personal loans, commercial amongst the top lenders in retail assets products in India. The
vehicle loans, etc.), credit cards, debit cards, depository (custody Bank grew its retail asset portfolio in a well balanced manner
services), investment advisory, bill payments and several by focusing on both returns as well as risk. The Bank’s auto
transactional services. Apart from its own products, the Bank finance business remained a key business driver for its retail
sells third party financial products like mutual funds and asset portfolio. Additionally other key retail loan products
insurance. exhibited robust growth rates and asset quality.
Branch Banking The Bank continued its focus on internal customers for its
credit cards portfolio. Although there was an increase in
This year the Bank significantly expanded its distribution delinquencies for certain segments, credit card losses were
network – from 761 branches in 327 cities in March 2008 to lower than industry figures. Overall credit cards remained a
1,412 branches in 528 Indian cities in March 2009. The Bank’s profitable business for your Bank with over 4.3 million cards
ATMs increased from 1,977 to 3,295 during the same period. in force as at March 2009.
The expansion of the network was due to a combination of
organic growth and the amalgamation of Centurion Bank of The Bank also has a significant presence in the “merchant
Punjab. Today your Bank’s branch network is deeply acquiring” business with the total number of point-of-sale (POS)
entrenched across the country with significant density in areas terminals installed at over 70,000.
conducive to the growth of its businesses. The Bank’s focus
on semi-urban and under-banked markets continued, with 64% In addition to the above products the Bank originates home
of the Bank’s branches now outside the top nine Indian cities. loans under its arrangement with HDFC Limited, the Bank
The Bank’s customer base grew in line with the growth in its originated approximately an average Rs. 3,500 crores of these
network and currently stands at over 18 million customers. The products every month in the financial year ended March 31,
number of savings accounts grew almost 70% to 2009. During the year the bank also purchased from HDFC Ltd.
approximately 10 million and savings balances which is a under the “loan assignment” route approximately
good indicator of the Banks retail liability franchise grew 33.5% Rs. 4,000 crores of AAA credit enhanced home loans which
to Rs. 34,914.7 crores at the end of the current financial year. qualified as priority sector advances. Of these, approximately
Rs. 2,000 crores were originated by the Bank.
The Bank continues to provide unique products and services
with customer centricity a key objective. The Bank's Imperia The Bank also distributes life and general insurance products
premium, preferred and classic banking services seeks to through its tie-ups with insurance companies and mutual fund
address the diverse needs of different customer segments in houses in the country. The success in the distribution of the
the personal banking space, with specifically trained personnel above products has been demonstrated with the growth in
and customized products. the Bank’s fee income.
greater synergies towards driving service excellence. Service In accordance with the guidelines issued by Reserve Bank of
quality initiatives include the audit of services and improvement India on the New Capital Adequacy Framework (Basel II), the
on the areas identified on the basis of customer feedback on Bank has migrated to the Standardised Approach for Credit Risk
experiences at various touch-points. Your Bank also integrated and the Basic Indicator Approach for Operational Risk effective
service quality objectives with the Business Objectives of the March 31, 2009. The Bank, simultaneously, progresses on its
Bank to bring a coordinated approach towards improving initiatives towards meeting the standards set out for the more
business by delighting customers. New elements were added advanced capital approaches under Basel II. These initiatives
and renewed improvement schemes were installed using cover enhancement of the Bank’s risk management architecture,
technology to ensure customer convenience, security of capabilities, processes, systems and technology in areas such as
transactions and reduce transaction cost. The service quality ratings systems, borrower segmentation, exposure aggregation,
risk mapping, risk estimation and capital computation.
improvement drive was implemented for business units of the
bank as well as key support departments. INTERNAL AUDIT & COMPLIANCE
The Bank plans to use this platform to drive systemic changes The Bank has Internal Audit & Compliance functions which are
and process re-engineering using technology and Service Quality responsible for independently evaluating the adequacy of all
Initiatives to further enhance customer experience and business internal controls and ensuring operating and business units
value. adhere to internal processes and procedures as well as to
regulatory and legal requirements. The audit function also pro-
Risk Management & Portfolio Quality actively recommends improvements in operational processes and
service quality. To ensure independence, the Audit department
The Bank in the course of its business is exposed to various risks,
has a reporting line to the Chairman of the Board of Directors
of which the most important are credit risk, market risk (including
and the Audit & Compliance Committee of the Board and only
liquidity risk and price risk) and operational risk. The identification,
indirectly to the Managing Director. To mitigate operational risks,
measurement, monitoring and control of risks remain key aspects
the Bank has put in place extensive internal controls including
of the Bank’s risk management system. Sound risk management restricted access to the Bank’s computer systems, appropriate
supported by a balanced risk-reward trade-off is critical to segregation of front and back office operations and strong audit
achieving the Bank’s business strategy for business and revenue trails. The Audit & Compliance Committee of the Board also
growth. Specific to credit risk, the Bank has distinct policies and reviews the performance of the Audit & Compliance functions
processes in place for the retail and wholesale businesses. The and reviews the effectiveness of controls and compliance with
credit cycle in the retail assets business is managed through regulatory guidelines.
appropriate front-end credit, operational and collection
processes. There are programs for each product, which define CORPORATE SOCIAL RESPONSIBILITY
the target customer segments, underwriting standards, security
structure etc., to ensure consistency of credit origination patterns. Corporate Social Responsibility
Given its granularity, the retail credit portfolio is managed largely As its operations have grown your bank has retained its focus on
on a portfolio basis, across various products and customer various areas of corporate sustainability that impact the socio
segments. During the year the Bank obtained an ISO 9001:2008 economic ecosystem that we are part of. HDFC Bank’s focus in
certification for its retail asset underwriting. Credit risk in the the area of corporate sustainability includes social sustainability
wholesale business is managed through target market definition, & social welfare and financial inclusion.
comprehensive credit assessment, appropriate approval process,
ongoing post-disbursement monitoring and remedial Social Sustainability & Social Welfare
management procedures. The risk in the portfolio is managed
and mitigated by periodic reviews and diversification across Your Bank is committed to making a positive impact across the
individual borrowers, related borrowers, industries, sectors etc. local communities it is present in and the society at large. The
bank has initiated a number of programs to encourage economic,
As of March 31, 2009, the Bank’s ratio of gross Non-Performing social and educational development within the communities that
Assets (NPAs) to total customer assets was 1.98%. The Bank’s ratio it operates; while at the same time contributing to several grass
of gross NPAs was 1.3% on March 31, 2008, which moved to 1.7% root level development programs across these geographies.
immediately after the merger of CBOP. Of the total gross NPAs on
The foundation of social sustainability is based on creating
March 31, 2009 around 42% were on account of the merger. Net employment opportunities. Your bank directly employs 52,687
non-performing assets (gross non-performing assets less specific people across the nation while at the same time generating
loan loss provisions, interest in suspense and ECGC claims opportunities for thousands of others through its vast network
received) were 0.6% of customer assets as of March 31, 2009. The of agents, suppliers and contractors.
specific loan loss provisions that the Bank has made for its non-
performing assets continue to be more conservative than the Your Bank believes that the benefits of economic growth should
regulatory requirement. percolate to all sections of society and the best means to action
this is to use education and skills training as the means of technology at their doorsteps. The bank has also facilitated a
intervention to impact its objectives for the overall development platform through online market linkage facility for SHGs
of society. In the year 2008-2009 towards its aim of quality undertaking micro entrepreneurial activity.
education the Bank has supported a variety of educational
programs ranging from educational sponsorships for girls, With the view to imparting financial literacy, bank has published
adoption of state-run schools, running of academic support financial literacy booklet in regional language and has devised a
classes and reading classes. Apart from these initiatives the Bank short film for financial counselling.
also provide skills training to school dropouts, youth, women
Health and Hygiene
and other disadvantaged groups.
Under its health care project, the bank has provided financial
The Bank’s social development programs have so far touched
assistance to a number of villages for the construction of basic
the lives of around 17,000 children and 3,000 youth. The Bank
sanitation facilities. The society formed through this initiative
has also initiated a 'Social and Financial literacy Program’ for
motivated and educated people on the importance of basic
school children to educate them on the importance of savings,
sanitation. Villagers were convinced to come together to form
to enable them differentiate between healthy and unhealthy
federations and manage the funds and their deployment. These
spending, cultivate financial best practices and to take financial
village level committees undertook the sanitation project with
decisions based on real needs.
the support of the Bank.
Financial Inclusion Water security and the provision of safe drinking water is a
Microfinance has, in recent times come to be recognized as one fundamental requirement for sustainable development. The Bank
provides financial support to village level SHG federations
of the key developmental tools that can be harnessed for
comprising 800 families in Sivanarpuram and Keerapalayam part
alleviating poverty through social and economic empowerment
of the Cuddalore district that lack potable water due to iron
of the poor. Your bank was one of the early movers to enter into
chlorosis, turbity, microbial contamination etc. This federation
the microfinance sector five years ago. Considering the huge
along with its technology partner plans to set up a ‘safe drinking
impact on the livelihoods and empowerment of the rural poor,
water’ plant. This grass roots approach of introducing applicable
the bank has adopted different business models in order to reach
technology achieves the twin objectives of providing drinking
segments of the rural poor. The Bank’s microfinance program
water a basic right, and also serves as an income generation
provides access to financial services such as credit, savings,
program.
insurance, money transfers etc. to the poor in a sustainaible and
commercially viable manner. The employees of your Bank form the core of all its CSR programs
and continue to contribute actively, through corporate
Bulk lending to Microfinance Institutions volunteering. Under the bank’s payroll contribution program
amounts donated by the employees are matched by the bank. In
The Bank has successfully implemented the bulk bank linkage
response to the Bihar floods the employees of the bank donated
model. Under this program which has been growing rapidly the
a day’s basic salary to the prime ministers relief fund.
bank extends bulk loans to micro finance institutions for onward
lending to women enabling them to undertake income Your Bank continues to focus in designing financially sustainable
generation activities. The bank in partnership with 104 models that encourage community participation, ownership and
Microfinance institutions and 203 NGOs has extended credit wide outreach. The Bank has opened 12 specialised microfinance
facilities exceeding Rs. 700 crores in 17 states and has financially branches in the states of Tamilnadu, Andhra Pradesh and Orissa
included over 2 million rural households creating inroads to to cater to the needs of the above initiatives.
alleviate poverty that is prevalent in certain sections of the
country. HUMAN RESOURCES
Lending to Self Help Groups The total number of employees of your bank increased from
37,836 as on March 31, 2008 to 52,687 as of March 31, 2009. The
As part of its commitment towards social banking and facilitating growth in the employee base was in line with the growth in the
community development, the Bank has played an active role in banks businesses and distribution both inorganically as well as
providing financial services through Self Help Groups (SHGs) organically. The Bank continues to focus on training its
under the business correspondent model and considers it as a employees on a continuing basis, both on the job and through
potential initiative for delivering financial services to the rural training programs conducted by internal and external faculty.
poor in a sustainable manner. Under the SHG bank linkage The Bank has consistently believed that broader employee
programme, the bank has financed around 43,000 SHGs with an ownership of its shares has a positive impact on its performance
amount of over Rs. 200 crores and has brought in approximately and employee motivation.
6 lakh households under financial inclusion through business
correspondent partners. These SHGs are provided with No Frill HDFC Bank lists 'people’ as one of its stated values. The Bank
Savings Account, Closed User Group ATM cards and Point of Sale believes in empowering its employees and constantly takes
terminals for delivering financial services using low cost various measures to achieve this.
STATUTORY DISCLOSURES iv) we have prepared the annual accounts on a going concern
basis.
The information required under Section 217(2A) of the
Companies Act, 1956 and the rules made thereunder, are given DIRECTORS
in the annexure appended hereto and forms part of this
report. In terms of section 219(1)(iv) of the Act, the Report and Mr. Vineet Jain resigned as a Director of the Bank with effect from
Accounts are being sent to the shareholders excluding the December 27, 2008. Your Directors wish to place on record their
aforesaid annexure. Any shareholder interested in obtaining sincere appreciation of the contribution made by Mr. Jain during
a copy of the said annexure may write to the Company his tenure as a Director.
Secretary at the Registered Office of the Bank. The Bank had
52,687 employees as on March 31, 2009. 515 employed Mr. Arvind Pande and Mr. Ashim Samanta retire by rotation at
throughout the year were in receipt of remuneration of more the ensuing Annual General Meeting and being eligible offer
than Rs. 24.0 lakhs per annum and 54 employees employed themselves for re-appointment.
for part of the year were in receipt of remuneration of more
The brief resume/details relating to the Directors who are to be
than Rs. 2.0 lakhs per month.
re-appointed are furnished in the report on Corporate
The provisions of Section 217(1)(e) of the Act relating to Governance.
conservation of energy and technology absorption do not apply
to your Bank. The Bank has, however, used information AUDITORS
technology extensively in its operations.
The Auditors M/s. Haribhakti & Co., Chartered Accountants will
The report on the Corporate Governance is annexed herewith retire at the conclusion of the forthcoming Annual General
and forms part of this report. Meeting and are eligible for re-appointment. Members are
requested to consider their re-appointment on remuneration
RESPONSIBILITY STATEMENT to be decided by the Audit and Compliance Committee of the
Board. The re-appointment of Auditors is subject to the
The Board of Directors hereby state that approval of the Reserve Bank of India.
i) in the preparation of the annual accounts, the applicable ACKNOWLEDGEMENT
accounting standards have been followed along with proper
explanation relating to material departures; Your Directors would like to place on record their gratitude
for all the guidance and co-operation received from the
ii) we have selected such accounting policies and applied them Reserve Bank of India and other Government and Regulatory
consistently and made judgments and estimates that are Agencies. Your Directors would also like to take this
reasonable and prudent so as to give a true and fair view of opportunity to express their appreciation for the hard work
the state of affairs of the Bank as on March 31, 2009 and of and dedicated efforts put in by the Bank’s employees and
the profit of the Bank for the year ended on that date; look forward to their continued contribution in building a
World Class Indian Bank.
iii) we have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the On behalf of the Board of Directors
provisions of the Companies Act, 1956 for safeguarding the
assets of the Bank and for preventing and detecting frauds Jagdish Capoor
and other irregularities; Mumbai, April 23, 2009 Chairman
Annexure to Directors’ Report for the year ended March 31, 2009
EMPLOYEES’ STOCK OPTIONS
Details of the stock options granted, vested, exercised and forfeited & expired during the year under review are as under :
* One (1) share would arise on exercise of one (1) stock option.
Pricing Formula for ESOS XIII Closing market price on the stock exchange where there is highest
trading volume on the immediately preceding working day of
the date of grant.
ii. Other employee who receives a grant in any one year of None
option amounting to 5% or more of option granted during
that year
Variation of terms of Options The Compensation Committee at its meeting held on 14th January
2009 has approved the following variations subject to the approval
of the members :
Diluted Earnings Per Share (EPS) pursuant to issue of shares The Diluted EPS of the Bank calculated after considering the
on exercise of option calculated in accordance with Accounting effect of potential equity shares arising on account of exercise
Standard (AS) - 20 (Earnings Per Share). of options is Rs. 52.6.
Where the company has calculated the employee compensation Had the Bank followed fair value method for accounting the
cost using the intrinsic value of the stock options, the difference stock option compensation expense would have been higher by
between the employee compensation cost so computed and the Rs. 156.6 crores. Consequently profit after tax would have been
employee compensation cost that shall have been recognized if lower by Rs. 103.4 crores and the basic EPS of the Bank would
it had used the fair value of the options, shall be disclosed. The have been Rs. 50.42 per share (lower by Rs. 2.43 per share) and the
impact of this difference on profits and on EPS of the company Diluted EPS would have been Rs. 50.17 per share (lower by
shall also be disclosed. Rs. 2.42 per share)
Weighted-average exercise prices and weighted-average fair The weighted average price of the stock options exercised is
values of options shall be disclosed separately for options whose Rs. 595.29 and the weighted average fair value is Rs. 333.45
exercise price either equals or exceeds or is less than the market
price of the stock options.
A description of the method and significant assumptions used The Securities Exchange Board of India (SEBI) has prescribed two
during the year to estimate the fair values of options, at the time methods to account for stock grants; (i) the intrinsic value method;
of grant including the following weighted-average information: (ii) the fair value method. The Bank adopts the intrinsic value
method to account for the stock options it grants to the
employees. The Bank also calculates the fair value of options at
the time of grant, using internally developed and tested model
with the following assumptions :
v. The price of the underlying share in market at the time of The per share market price was Rs. 1,126.45 at the time of grant of
option grant options under ESOS XIII
The compensation committee, at its meeting held on January 14, 2009, accorded its approval for extending the life of some of the
ESOPs from two years from date of vesting to four years from date of vesting. ESOPs thus modified have been fair valued as on
January 14, 2009, being the modification date. The various assumptions considered in the pricing model for the ESOPs modified
during the year ended March 31, 2009 are :
The incremental share based compensation determined under fair value based method amounts to Rs. 43.2 crores.
We have audited the attached Balance Sheet of HDFC Bank (b) In our opinion, proper books of account as required by
Limited (“the Bank”) as at 31 March 2009 and also the Profit law have been kept by the Bank so far as appears from
and Loss Account of the Bank and the Cash Flow statement our examination of those books.
annexed thereto for the year ended on that date. These
financial statements are the responsibility of the Bank’s (c) as per the information and explanations given to us the
management. Our responsibility is to express an opinion on Central government has, till date, not prescribed any cess
these financial statements based on our audit. payable under Section 441A of the Companies Act, 1956.
We conducted our audit in accordance with auditing
(d) On the basis of the written representation received from
standards generally accepted in India. Those standards
the directors and taken on record by the Board of
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements Directors, none of the directors is disqualified as at 31
are free of material misstatement(s). An audit includes March, 2009 from being appointed as a director in terms
examining, on a test basis, evidence supporting the amounts of clause (g) of sub-section 1 of Section 274 of the
and disclosures in the financial statements. An audit also Companies Act, 1956.
includes assessing the accounting principles and significant
estimates made by the management, as well as evaluating In our opinion and to the best of our information and
the overall financial statement presentation. We believe that according to the explanations given to us, the said accounts
our audit provides a reasonable basis for our opinion. together with the notes thereon give the information
required by the Banking Regulation Act, 1949 as well as the
The Balance Sheet and the Profit and Loss Account have
been drawn up in accordance with the provisions of Section Companies Act, 1956 in the manner so required for the
29 of the Banking Regulation Act, 1949 read with Section banking companies and give a true and fair view in
211 of the Companies Act, 1956. conformity with the accounting principles generally accepted
in India:
We report that:
(a) In the case of Balance Sheet, of the state of affairs of
(a) We have obtained all the information and explanations
which to the best of our knowledge and belief, were the Bank as at 31 March 2009;
necessary for the purpose of the audit and found them
(b) In the case of the Profit and Loss Account, of the profit
to be satisfactory.
for the year ended on that date; and
(b) In our opinion the transactions of the Bank, which have
come to our notice have been within the powers of the (c) In the case of the Cash Flow Statement, of the cash flows
Bank. for the year ended on that date.
ASSETS
Balances with Banks and Money at Call and Short notice 7 39,794,055 22,251,622
In terms of our report of even date attached. For and on behalf of the Board
Jagdish Capoor Harish Engineer Keki M. Mistry
For Haribhakti & Co.
Chairman Executive Director Ashim Samanta
Chartered Accountants
Aditya Puri Paresh Sukthankar Renu Karnad
Managing Director Executive Director Arvind Pande
Manoj Daga C M Vasudev
Partner Sanjay Dongre Gautam Divan
Executive Vice President (Legal) & Dr. Pandit Palande
Mumbai, 23 April, 2009 Company Secretary Directors
In terms of our report of even date attached. For and on behalf of the Board
Jagdish Capoor Harish Engineer Keki M. Mistry
For Haribhakti & Co.
Chairman Executive Director Ashim Samanta
Chartered Accountants
Aditya Puri Paresh Sukthankar Renu Karnad
Managing Director Executive Director Arvind Pande
Manoj Daga C M Vasudev
Partner Sanjay Dongre Gautam Divan
Executive Vice President (Legal) & Dr. Pandit Palande
Mumbai, 23 April, 2009 Company Secretary Directors
Adjustments for :
60,118,820 42,470,551
Adjustments for :
(3,137,859) 35,917,168
Net cash flow from / (used in) operating activities (17,361,421) 27,231,256
Proceeds from issue of Upper & Lower Tier II capital Instruments 28,750,000 -
In terms of our report of even date attached. For and on behalf of the Board
Jagdish Capoor Harish Engineer Keki M. Mistry
For Haribhakti & Co.
Chairman Executive Director Ashim Samanta
Chartered Accountants
Aditya Puri Paresh Sukthankar Renu Karnad
Managing Director Executive Director Arvind Pande
Manoj Daga C M Vasudev
Partner Sanjay Dongre Gautam Divan
Executive Vice President (Legal) & Dr. Pandit Palande
Mumbai, 23 April, 2009 Company Secretary Directors
As at As at
31-Mar-09 31-Mar-08
SCHEDULE 1 - CAPITAL
Authorised Capital
55,00,00,000 ( 31 March, 2008 : 55,00,00,000) Equity Shares of Rs. 10/- each 5,500,000 5,500,000
42,53,84,109 (31 March, 2008 : 35,44,32,920) Equity Shares of Rs. 10/- each 4,253,841 3,544,329
I. Statutory Reserve
V. Amalgamation Reserve
As at As at
31-Mar-09 31-Mar-08
As at As at
31-Mar-09 31-Mar-08
Secured borrowings included in I & II above : Rs. Nil (previous year : Rs. 22 lacs)
IV. Upper and Lower Tier II capital and Innovative Perpetual Debt 64,778,000 32,491,000
*Issued during the year : Upper Tier II Debt : Rs. 157,500 lacs (previous year : Nil ) and
Lower Tier II Debt : Rs. 130,000 lacs (previous year : Nil)
SCHEDULE 7 - BALANCES WITH BANKS AND MONEY AT CALL AND SHORT NOTICE
I. In India
Total 12,422,500 -
As at As at
31-Mar-09 31-Mar-08
SCHEDULE 8 - INVESTMENTS
A. Investments in India in
As at As at
31-Mar-09 31-Mar-08
SCHEDULE 9 - ADVANCES
As at As at
31-Mar-09 31-Mar-08
Depreciation
Gross Block
Depreciation
Gross Block
As at As at
31-Mar-09 31-Mar-08
Depreciation
VI. Security deposit for commercial and residential property 3,878,934 1,941,681
*Inlcudes deferred tax asset (net) of Rs. 862,82 lacs (previous year : Rs. 383,21 lacs)
I. Claims against the bank not acknowledged as debts - Taxation 5,694,200 2,335,204
II. Claims against the bank not acknowledged as debts - Others 456,475 120,828
VII. Other items for which the Bank is contingently liable 10,788,817 94,908,033
*Net assets taken over on April 1, 2008 adjusted for options allotted by eCBoP between April 1, 2008 till May 22, 2008.
As per AS 14, Accounting for Amalgamation, if the amalgamation is an “amalgamation in the nature of merger”, the identity
of reserves of the amalgamating entity is required to be preserved in the books of HDFC Bank. However the balances in
Profit and Loss Account (Rs. 246,49 lacs), Securities Premium Account (Rs. 1,354,60 lacs), Capital Reserve (Rs. 65 lacs) and
Investment Reserve Account (Rs. 7,02 lacs) have been credited to Amalgamation Reserve in accordance with the scheme. As
a result the balances in these accounts are lower by the aforesaid amounts.
2 Capital Infusion
Pursuant to the amalgamation of eCBoP with HDFC Bank Ltd. and post approval of the shareholders of the Bank at its
extraordinary general meeting held on March 27, 2008, the Bank issued 2,62,00,220 warrants to its promoter HDFC Ltd. on
a preferential basis on June 3, 2008. These warrants are convertible into equity shares of the Bank at a price of Rs. 1,530.13
each (as determined under the SEBI (DIP) guidelines for preferential issues). In accordance with the terms of the warrants,
10% of the aforesaid price of the equity shares is payable on allotment of the warrants. Accordingly, the Bank received an
amount of Rs. 400,92 lacs on June 3, 2008 on allotment of the warrants and the same is shown as “Equity Share Warrants”
in the Balance Sheet. HDFC Ltd. can exercise the option any time upto December 2, 2009.
Basic earnings per equity share have been computed by dividing net income by the weighted average number of equity
shares outstanding for the year. Diluted earnings per equity share have been computed using the weighted average number
of equity shares and dilutive potential equity shares outstanding during the year.
There is no impact of dilution on profits in the current year and previous year.
Following is the reconciliation of weighted average number of equity shares used in the computation of basic and diluted
earnings per share :
Investments include securities aggregating Rs. 1,111,70 lacs (previous year : Rs. 203,86 lacs) which are kept as margin
for clearing of securities and Rs. 5,548,54 lacs (previous year : Rs. 6,080,39 lacs) which are kept as margin for Collateral
Borrowing and Lending Obligation (CBLO) with the Clearing Corporation of India Ltd.
Investments amounting to Rs. 16,035,13 lacs (previous year : Rs. 16,139,31 lacs) are kept as margin with the Reserve
Bank of India towards Real Time Gross Settlement (RTGS).
Other investments include certificate of deposits : Rs. 1,383,25 lacs (previous year : Rs. 1,563,81 lacs), commercial
paper : Rs. 94,60 lacs (previous year : Rs. 34,92 lacs), investments in debt mutual fund units : Nil (previous year :
Rs. 9,232,89 lacs), investments in equity mutual fund units : Rs. 68 lacs (previous year : Rs. 100 lacs), security receipts
issued by Reconstruction Companies : Rs. 10,69 lacs (previous year : Nil), deposits with NABARD under the RIDF Deposit
Scheme : Rs. 2,527,11 lacs (previous year : Rs. 484,58 lacs), deposits with SIDBI and NHB under the Priority/Weaker
Sector Lending Schemes : Rs. 505,49 lacs (previous year : Nil).
The Bank has made investments in certain companies wherein it holds more than 25% of the equity shares of those
companies. Such investments do not fall within the definition of a joint venture as per AS - 27, Financial Reporting
of Interest in Joint Ventures, issued by the Institute of Chartered Accountants of India, and the said accounting
standard is thus not applicable. However, pursuant to Reserve Bank of India circular no. DBOD.NO.BP.BC.3/21.04.141/
2002, dated July 11, 2002, the Bank has classified these investments as joint ventures.
9 Derivatives
Forward Rate Agreements/Interest Rate Swaps (Rupee) (Rs. lacs)
9 For the purpose of this disclosure, currency derivatives include options purchased (including rupee options),
cross currency interest rate swaps and currency futures.
9 Interest rate derivatives include interest rate swaps and forward rate agreements.
9 The Bank has computed maximum and minimum of PV01 for the year based on balances at the end of
every month.
9 Option volumes excludes notional amount of Rs. 13,417,93 lacs in respect of options sold.
9 In respect of derivative contracts, the Bank evaluates the credit exposure arising therefrom, in line
with the RBI Circular DBOD.NO.BP.BC.57/ 21.04.157/ 2008-09 dated October 13, 2008. Credit exposure has
been computed using the current exposure method which is the sum of (a) the current replacement
cost (marked to market value including accruals) of the contract or zero whichever is higher, and (b)
the potential future exposure (PFE). PFE is a product of the notional principal amount of the contract
and a factor. The factor used is based on the RBI-Basel II grid of credit conversion factors, and is
selected on the basis of the residual maturity and the type of contract.
10 Asset Quality
NPAs include all assets that are classified as non - performing by the Bank. Movements in retail NPAs have been computed
at a portfolio level.
The above information has been compiled by the management of the Bank.
Floating provisions of Rs. 15,03 lacs has been netted from gross NPAs in the current year to arrive at net NPAs.
This was hitherto shown under “Other Liabilities and Provisions”. Movement in floating provision is given here
below :
(Rs. lacs)
Insignificant 2,779,26 -
Low 1,480,29 -
Moderately low 160,28 -
Moderate 2,78 -
Moderately high - -
High - -
Very High - -
Total 4,422,61 -
Details of Risk Category wise Country Exposure as at March 31, 2008 : (Rs. lacs)
Insignificant 2,010,67 -
Low 626,81 -
Moderate 72,56 -
High - -
Very high 16 -
Restricted - -
Off - credit - -
Total 2,710,20 -
Details of Single Borrower Limit (SGL), Group Borrower Limit (GBL) exceeded by the bank
During the year, the Bank’s credit exposures to single borrowers and group borrowers were within the limits
prescribed by Reserve Bank of India except in the case of Indian Oil Corporation, where the single borrower limits
were exceeded. The Board of Directors of the Bank approved the said excess in respect of these exposures, which
were within the ceiling of 20% of capital funds. With effect from May 29, 2008 the said borrower was within the
revised prudential limit of 25% of capital funds as stipulated vide RBI circular DBOD No. BC. 19/13.03.00/2008-09
dated July 1, 2008.
12 Other Fixed Assets (including furniture and fixtures)
It includes amount capitalized on software having useful life of five years. Details regarding the same are tabulated
below :
(Rs. lacs)
Loans and advances 6,028,49 (555,55) 3,672,08 5,094,76 11,447,86 31,469,80 3,941,13 2,328,32 63,426,89
Investments 15,607,88 1,213,83 3,047,48 3,381,96 4,292,61 16,497,83 2,077,69 3,274,26 49,393,54
Deposits 9,158,58 3,333,89 6,672,95 8,482,20 7,796,26 56,624,85 5,768,24 2,931,62 100,768,59
Borrowings 1,826,03 105,69 1,626,74 795,43 221,05 19,98 - - 4,594,92
Foreign Currency Assets 2,729,71 199,62 439,21 371,45 135,53 51,96 147,73 1,24 4,076,45
Foreign Currency Liabilities 1,351,78 144,48 1,759,18 985,63 630,54 476,01 36,70 401,20 5,785,52
The negative figure in the 15-28 day bucket under loans and advances is due to the expected maturity of inter-bank
participation certificates, which are netted off from advances.
1. Claims against the Bank not acknowledged The Bank is a party to various taxation matters in respect of which
as debts - taxation appeals are pending. The Bank expects the outcome of the appeals
to be favorable based on decisions on similar issues in the
previous years by the appellate authorities.
2. Claims against the Bank not acknowledged The Bank is a party to various legal proceedings in the normal
as debts - others course of business. The Bank does not expect the outcome of
these proceedings to have a material adverse effect on the Bank’s
financial conditions, results of operations or cash flows.
3. Liability on account of forward exchange The Bank enters into foreign exchange contracts, currency
and derivative contracts. options, forward rate agreements, currency swaps
and interest rate swaps with inter-bank participants
on its own account and for customers. Forward exchange contracts
are commitments to buy or sell foreign currency at a future date
at the contracted rate. Currency swaps are commitments to
exchange cash flows by way of interest/principal in one currency
4. Guarantees given on behalf of constituents, As a part of its commercial banking activities the Bank issues
acceptances, endorsements and other documentary credit and guarantees on behalf of its customers.
obligations Documentary credits such as letters of credit enhance the credit
standing of the customers of the Bank. Guarantees generally
represent irrevocable assurances that the Bank will make payments
in the event of the customer failing to fulfill its financial or
performance obligations.
16 Business Ratios/Information
For the year ended
Particulars March 31, 2009 March 31, 2008
1
Interest income as a percentage of working funds 9.28% 8.42%
Net interest income as a percentage of working funds 4.22% 4.35%
Non - interest income as a percentage of working funds 1.87% 1.90%
Operating profit2 as a percentage of working funds 2.94% 3.13%
Return on assets (average) 1.28% 1.32%
Business3 per employee (Rs. lacs) 446 506
Profit per employee4 (Rs. lacs) 4.18 4.97
Percentage of net non performing assets5 to customer assets6 0.62% 0.42%
Percentage of net non performing assets to net advances7 0.63% 0.47%
Gross non performing assets to gross advances 1.98% 1.34%
Definitions :
1. Working funds is the daily average of total assets during the year.
2. Operating profit is net profit for the year before provisions and contingencies.
3. “Business” is the total of net advances and deposits (net of inter-bank deposits).
4. Productivity ratios are based on average employee numbers.
5. Net NPAs are non - performing assets net of interest in suspense, specific provisions, floating provisions (as on March
31, 2009) and ECGC claims received.
6. Customer assets include gross advances (but net of specific and floating provisions (as on March 31, 2009)), credit
substitutes like debentures, commercial paper and loans and investments in securitised assets bought in.
7. Net advances are equivalent to gross advances net of bills rediscounted, specific loan loss provisions, floating
provisions (as on March 31, 2009), interest in suspense and ECGC claims received.
** Pursuant to RBI guidelines dated February 1, 2006 under reference no. DBOD.No.BP.BC. 60/21.04.048/2005-06, the Bank
amortises any profit/premium arising on account of sale of receivables over the life of the securities sold out while any
loss arising on account of sale of receivables is recognised in the Profit and Loss Account for the period in which the sale
occurs.
Form and quantum of services and liquidity provided by way of credit enhancement
The Bank has provided credit and liquidity enhancements in the form of cash collaterals/guarantees/subordination of cash
flows etc., to the senior pass through certificates (PTCs). The total value of credit and liquidity enhancement outstanding
in the books as at March 31, 2009 was Rs. 682,69 lacs (previous year Rs. 465,81 lacs).
19 Commission, Exchange and Brokerage Income
Commission, exchange and brokerage income is net of correspondent bank charges and brokerage paid on purchase and
sale of investments.
20 Miscellaneous Income
Miscellaneous income includes profit/(loss) of Rs. (158,16) lacs (previous year : Rs. 36,71 lacs) pertaining to derivative
transactions.
21 Other Expenditure
Other expenditure includes expenses on collections and recoveries amounting to Rs. 292,42 lacs (previous year : Rs. 158,73
lacs) and outsourcing fees amounting to Rs. 382,51 lacs (previous year : Rs. 316,02 lacs) exceeding 1% of the total income
of the Bank.
22 The break-up of ‘Provisions and contingencies’ included in the Profit and Loss Account is given below :
(Rs. lacs)
Particulars March 31, 2009 March 31, 2008
* Includes Contingent provisions for tax, legal and other contingencies Rs. 154,68 lacs (previous year : Rs. 264,39 lacs),
Floating Provisions Rs. 5,00 lacs (previous year : Nil), (write-back)/ provisions for securitised-out assets Rs. (7,93) lacs
(previous year : Rs. 3,91 lacs) and provision for restructured assets Rs. 1,07 lacs (previous year : Nil).
24 Segment Reporting
Summary of the operating segments of the Bank is given below :
(Rs. lacs)
1. Segment Revenue
a) Treasury 4,917,01 3,533,73
b) Retail Banking 14,880,83 9,096,49
c) Wholesale Banking 10,605,82 6,737,31
d) Other Banking Operations 2,146,04 1,279,42
e) Unallocated 3,51 -
Total 32,553,21 20,646,95
Less : Inter Segment Revenue 12,930,35 8,248,80
Income from Operations 19,622,86 12,398,15
2. Segment Results
a) Treasury 488,18 488,32
b) Retail Banking 1,268,93 540,15
c) Wholesale Banking 1,242,25 1,197,97
d) Other Banking Operations 635,51 309,87
e) Unallocated (335,62) (255,67)
Total Profit Before Tax 3,299,25 2,280,64
Income Tax expense (1,054,31) (690,45)
Net Profit 2,244,94 1,590,19
3. Capital Employed
Segment assets
a) Treasury 66,380,51 54,351,34
b) Retail Banking 58,073,00 42,487,36
c) Wholesale Banking 46,049,91 28,156,95
d) Other Banking Operations 3,924,07 3,254,01
e) Unallocated 8,843,28 4,926,94
Total Assets 183,270,77 133,176,60
Segment liabilities
a) Treasury 2,685,84 3,790,41
b) Retail Banking 92,400,30 61,524,33
c) Wholesale Banking 58,321,76 49,256,10
d) Other Banking Operations - -
e) Unallocated 29,862,87 18,605,76
Total Liabilities 183,270,77 133,176,60
Net Segment assets/(liabilities)
a) Treasury 63,694,67 50,560,93
b) Retail Banking (34,327,30) (19,036,97)
c) Wholesale Banking (12,271,85) (21,099,15)
d) Other Banking Operations 3,924,07 3,254,01
e) Unallocated (21,019,59) (13,678,82)
4. Capital Expenditure (including net CWIP)
a) Treasury 41,59 106,58
b) Retail Banking 405,68 342,70
c) Wholesale Banking 132,80 150,64
d) Other Banking Operations 32,87 29,49
e) Unallocated - -
Total 612,94 629,41
5. Depreciation
a) Treasury 46,03 22,93
b) Retail Banking 227,16 186,20
c) Wholesale Banking 69,01 45,34
d) Other Banking Operations 17,71 17,25
e) Unallocated - -
Total 359,91 271,72
The details of maturity profile of future operating lease payments are given below : (Rs. lacs)
Later than one year and not later than five years 1,086,06 616,57
Operating leases primarily comprise office premises and staff residences, which are renewable at the option of the Bank.
No penalties were levied by the Reserve Bank of India during the financial years ended March 31, 2009 and March 31,
2008.
Any allotment of shares after the balance sheet date but before the book closure date pursuant to the exercise of options
during the said period will be eligible for full dividend, if approved at the ensuing Annual General Meeting.
Customer complaints
(b) No. of Awards passed by the Banking Ombudsmen during the year 6
The Bank has not issued any Letter of Comfort during the year ended March 31, 2009 and March 31, 2008.
During the year ended March 31, 2009, the Bank changed the useful life of software, automated teller machines (ATM’s)
and certain other fixed assets prospectively from April 1, 2008. Where there is a revision of the estimated useful life of an
asset, the unamortised depreciable amount will be charged over the revised remaining useful life. This change in estimate
has resulted in the profit after tax for the year ended March 31, 2009 being higher by Rs. 31,71 lacs.
Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from October 2, 2006, certain
disclosures are required to be made relating to Micro, Small and Medium enterprises. There have been no reported cases
of delays in payments to micro and small enterprises or of interest payments due to delays in such payments.
33 Comparative Figures
Figures for the previous year have been regrouped and reclassified wherever necessary to conform to the current year’s
presentation. However, previous year figures are not comparable to that of the current year as those are of the standalone
HDFC Bank and the current year figures includes erstwhile Centurion Bank of Punjab. In respect of the previous year
figures, differences, if any, between figures reported in lacs in the previous year and reported in thousands in the current
year are due to rounding off.
(In terms of the approval u/s 212(8) of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide its letter under
reference number 47/58/2008-CL-III dated February 20, 2008
(As on / for the year ended March 31, 2009) Rs. lacs
Name of the subsidiary HDFC Securities Ltd. HDB Financial Services Ltd.
requirements specified by RBI. Elements of Tier II capital d) Debt capital instruments eligible for inclusion in Upper
include revaluation reserve, if any, general provision for Tier II capital are given below:
standard assets, upper Tier II instruments and (Rs. lacs)
subordinated debt instruments (lower Tier II bonds) Particulars Amount
eligible for inclusion in Tier II capital. HDFC Bank has issued
Total amount outstanding
debt instruments that form part of Tier I and Tier II capital.
as of March 31, 2009 2,818,10
The terms and conditions that are applicable for these
Of which amounts raised during the year 1,575,00
instruments comply with the stipulated regulatory
requirements. Amount eligible to be reckoned
as capital funds 2,818,10
Tier I bonds are non-cumulative and perpetual in nature
e) Subordinated debt eligible for inclusion in Lower Tier II
with a call option after 10 years. Interest on Tier I bonds is capital is given below:
payable semi-annually. There is a step up clause on
interest payment of 75 basis points in conjunction with (Rs. lacs)
call option. Particulars Amount
Total amount outstanding
The upper Tier II bonds have an original maturity of as of March 31, 2009 3,459,70
minimum 15 years with call option after 10 years. These
Of which amounts raised during the year 1,300,00
Tier II bonds have a step-up clause on interest payment
ranging from 50 bps to 100 bps in conjunction with call Amount eligible to be reckoned
option. The interest on upper Tier II bonds is payable as capital funds 3,264,48
either annually or semi-annually. f) The total eligible capital of the Bank outstanding as of
March 31, 2009 amounts to Rs. 20,440,32 lacs.
The lower Tier II bonds have an original maturity upto
fourteen years. The interest on lower Tier II capital 3. Capital Adequacy
instruments is payable either annually or semi-annually. a) Summary discussion of the Bank’s approach to assess the
b) Details of Tier I capital are given below: adequacy of capital to support current and future trends:
(Rs. lacs) The Bank has a process for assessing its overall Capital
Particulars Amount Adequacy in relation to their risk profile and a strategy
for maintaining their capital levels. The process provides
Paid up share capital 425,38 an assurance that the Bank has adequate capital to support
Reserves 14,213,76 all risk in its business and an appropriate capital buffer
based on its business profile. The Bank identifies, assesses
Innovative Perpetual Debt 200,00
and manages comprehensively all risks that it is exposed
Gross Tier I 14,839,14 to through sound corporate governance and control
Deductions: practices, robust risk management framework and an
Deferred Tax Asset (861,92) elaborate process for capital calculation and planning.
Credit enhancement on securitization (50%) (203,70) The Bank has formalized a comprehensive Internal Capital
Total Deductions (1,065,62) Adequacy Assessment Process (ICAAP document). This
document covers the capital management policy of the
Total Tier I capital (net of deductions) 13,773,52
Bank, sets the process for assessment of the adequacy of
c) The total amount of Tier II capital (net of deductions) as capital to support current and future trends / risks and a
of March 31, 2009 is Rs. 6,666,80 lacs. report on the capital projections for the current and
Details of Tier II capital are given below: following two years.
Interest Rate Risk in the Banking Book Bank’s risk appetite, derived from perceived risks in the
Liquidity Risk business, balanced by the targeted profitability level for
the risks taken up. The Board oversees the credit risk
Credit Concentration Risk
management functions of the Bank. The Risk Monitoring
Business Risk Committee (RMC), which is a committee of the Board,
Strategic Risk guides the development of policies, procedures and
Compliance Risk systems for managing credit risk, towards implementing
the credit risk strategy of the Bank. The RMC ensures that
Reputation Risk these are adequate and appropriate to changing business
b) Capital Requirements for Credit Risk: conditions, the structure and needs of the Bank and the
(Rs. lacs) risk appetite of the Bank. The Bank’s Credit & Market Risk
group drives credit risk management centrally in the Bank.
Particulars Amount It is primarily responsible for implementing the risk
Portfolios subject to Standardized strategy approved by the Board, developing procedures
approach 10,308,03 and systems for managing risk, carrying out an
independent assessment of credit and market risk,
Securitization Exposures 431,68
approving individual credit exposures and ensuring
c) Capital Requirements for Market Risk: portfolio composition and quality. Within the Credit &
Market Risk group and independent of the credit approval
(Rs. lacs)
process, there is a framework for review and approval of
Particulars Amount credit ratings. With regard to the Wholesale Banking
Standardized duration approach: business the Bank’s risk management functions are
centralized. In respect of the Bank’s Retail Assets business,
Interest rate risk 521,23
while the various functions relating to policy, portfolio
Foreign Exchange risk (including gold) 27,00 management and analytics are centralized, the
Equity risk 14,50 underwriting function is distributed across various
Total 562,73 geographies within the country. The risk management
function in the Bank is clearly demarcated and
d) Capital Requirements for Operational Risk: independent from the operations and business units of
(Rs. lacs) the Bank.
expected returns lend themselves to a standardized for a period of more than 90 days in respect of a term
approach or predictable portfolio behavior in terms of loan. Any amount due to the Bank under any credit
yield, delinquency and write-off. Given the high volume facility is “overdue” if it is not paid on the due date
environment, automated tracking and reporting fixed by the Bank.
mechanisms are important here to identify trends in
b. The account remains ‘out of order’, in respect of an
portfolio behavior early and to initiate timely adjustments. Overdraft/Cash Credit (OD/CC). An account is treated
In the case of Credit Transactions, the risk process focuses as ‘out of order’ if the outstanding balance remains
on individual customers or borrower relationships. The continuously in excess of the sanctioned limit /
approval process in such cases is based on detailed drawing power or where there are no credits
analysis and the individual judgement of credit officials, continuously for 90 days as on the date of balance
often involving complex products or risks, multiple sheet or credits are not enough to cover the interest
facilities / structures and types of securities. debited during the same period.
The Bank’s Credit Policies and Procedure Manual and Credit c. The bill remains overdue for a period of more than 90
Programs, where applicable, form the core to controlling days in the case of bills purchased and discounted.
credit risk in various activities and products. These
articulate the credit risk strategy of the Bank and thereby d. A loan granted for short duration crops is treated as
the approach for credit origination, approval and NPA, if the instalment of principal or interest thereon
maintenance. These policies define the Bank’s overall remains overdue for two crop seasons. A loan granted
credit granting criteria, including the general terms and for long duration crops is treated as NPA, if the
instalment of principal or interest thereon remains
conditions. The Policies / Programs generally address such
overdue for one crop season.
areas as target markets / customer segmentation,
qualitative-quantitative assessment parameters, portfolio e. Any amount to be received remains overdue for a
mix, prudential exposure ceilings, concentration limits, period of more than 90 days in respect of other
price and non-price terms, structure of limits, approval accounts.
authorities, exception reporting system, prudential
f. Any receivable representing positive mark-to-market
accounting and provisioning norms, etc. They take
value of a derivative contract, if overdue for a period of
cognizance of prudent and prevalent banking practices,
90 days or more, is treated as non-performing asset
relevant regulatory requirements, nature and complexity and also makes all other funded facilities granted to
of the Bank’s activities, market dynamics, etc. the client as non-performing asset, following the
As an integral part of the credit process, the Bank has a principle of borrower-wise classification. The
fairly sophisticated credit rating model appropriate to applicability of the principle of borrower-wise asset
each market segment in Wholesale Credit. The models classification is confined to only the overdues arising
follow principles similar to those of international rating from forward contracts and plain vanilla swaps and
agencies. In Retail Credit, Score cards have been options. Accordingly, any amount, representing positive
introduced in the smaller ticket, higher volume products mark-to-market value of the foreign exchange
like credit cards, two wheeler loans and auto loans. For derivative contracts (other than forward contract and
other retail products, the Bank explores the plain vanilla swaps and options) that were entered into
appropriateness of using scores based on the statistical during the period April 2007 to June 2008, if any, which
has already crystallised or might crystallise in future
analysis of portfolio behaviour over a period of time.
and is / becomes receivable from the client, is parked in
Top management monitors overall portfolio quality and a separate account maintained in the name of the client
high-risk exposures periodically, including the weighted / counterparty. This amount, even if overdue for a period
risk grade of the portfolio and industry diversification. of 90 days or more, will not make other funded facilities
Additional to, and independent of, the internal grading provided to the client, NPA on account of the principle
system and the RBI norms on asset classification, the Bank of borrower-wise asset classification, though such
has a labeling system, where individual credits are labeled receivable overdue for 90 days or more is itself classified
based on the degree of risk perceived in them by the as NPA, as per the extant income recognition and asset
Bank. Remedial strategies are developed once a loan is classification (IRAC) norms. The classification of all other
identified as an adversely labeled credit. assets of such clients will, however, continue to be
governed by the extant IRAC norms.
Definition of Non-Performing Assets:
Non-performing assets are classified into the following
The Bank follows the current guidelines of Reserve Bank three categories:
of India (RBI) on income recognition, asset classification
and provisioning. A Non-Performing Asset (NPA) is a loan a. Sub-standard Assets - A sub-standard asset is one,
or an advance where: which has remained NPA for a period less than or
equal to 12 months. In such cases, the current net
a. Interest and/or instalment of principal remain overdue worth of the borrower / guarantor or the current
market value of the security charged is not enough to d) Industry-wise distribution of exposures:
ensure recovery of the dues to the banks in full. In
other words, such an asset will have well defined credit (Rs. lacs)
weaknesses that jeopardize the liquidation of the debt Industry Fund Non Fund
and are characterized by the distinct possibility that Based Based
the banks will sustain some loss, if deficiencies are
Agriculture and allied activities 3,250,14 13,68
not corrected.
Automobile & Auto Ancillary 3,899,16 198,65
b. Doubtful Assets - A doubtful asset is one, which
Banks and Financial Institutions 4,595,53 198,38
remained NPA for a period exceeding 12 months. A
loan classified as doubtful has all the weaknesses Capital Market Intermediaries 676,68 1,488,47
inherent in assets that were classified as sub-standard, Cement and Cement Products 314,97 396,01
with the added characteristic that the weaknesses Chemical and Chemical Products 620,45 209,66
make collection or liquidation in full, on the basis of
Construction and Developers 955,29 420,77
currently known facts, conditions and values - highly
questionable and improbable. Drugs and Pharmaceuticals 1,069,48 174,55
Engineering 1,752,94 2,569,11
c. Loss Assets - A loss asset is one where loss has been
identified by the bank or internal or external auditors Fertilisers and Pesticides 2,744,56 212,07
or the RBI inspection but the amount has not been FMCG and Personal Care 435,59 59,78
written off wholly. In other words, such an asset is Food and Beverage 1,882,70 359,72
considered uncollectible and of such little value that
Gems and Jewellery 795,97 175,46
its continuance as a bankable asset is not warranted
although there may be some salvage or recovery value. Glass and Glass Products 238,15 32,67
Home Finance Companies 1,707,57 -
Interest on non-performing assets is not recognised
in the profit/loss account until received. Specific Information Technology 470,13 222,32
provision for non performing assets is made based Infrastructure(Road, Port) 865,44 200,33
on management’s assessment of their degree of Iron and Steel 1,246,30 385,48
impairment subject to the minimum provisioning level
prescribed by RBI. Mining and Minerals 370,77 88,62
NBFC/Financial Intermediaries 4,203,16 24,44
Definition of ‘Overdue’
Non-ferrous Metals and Products 722,16 992,94
Any amount due to the bank under any credit facility is Paper, Printing and Stationery 370,74 406,20
‘overdue’ if it is not paid on the due date fixed by the bank.
Petroleum & Petroleum Products 2,643,73 1,835,65
b) Gross Credit Risk Exposures: Plastics and Plastic Products 258,95 54,21
(Rs. lacs)
Power 755,92 364,39
Category Amount Real Estate & Property Services* 1,456,30 31,21
Fund based* 105,489,42 Retail Assets** 51,171,21 2,383,29
Non Fund based** 17,063,74 Road Transport*** 5,327,05 170,96
Services 936,48 565,77
Total 122,553,16
Telecom 1,184,32 665,21
* Fund based exposures comprises loans and advances
Textile 1,276,41 182,54
and investments of the bank
Wholesale/Retail Trade 3,196,23 441,29
**Non fund based exposures comprises guarantees,
Other Industries**** 4,094,94 1,539,91
acceptances, endorsements and letter of Credits
Grand Total 105,489,42 17,063,74
c) Geographic distribution of exposures:
* classification of exposure to real estate sector under
(Rs. lacs)
“Exposures in Sensitive Sector”, as disclosed in the Notes
Category Fund Non Fund to the Financial Statements, is as per the RBI guidelines,
Based Based which includes not only exposures to borrowers in the
real estate industry but also exposure to borrowers in
Domestic 104,656,04 17,063,74 other industries, where the exposures are primarily
Overseas 833,38 - secured by real estate and investment in home finance
institutions and securitization.
Total 105,489,42 17,063,74
** comprises auto loans, consumer loans, credit cards,
home loans, personal loans, two wheeler loans, business h) NPAs Ratio:
loans except where otherwise classified.
Particulars Ratios
*** includes retail commercial vehicle financing.
**** covers about 24 industries such as leather and leather Gross NPA as a ratio to Gross Advances 1.98%
products, rubber and rubber products, cold storage, Net NPA as a ratio to Net Advances 0.63%
warehousing, wood and wood products, airlines, shipping
each of which is less then 0.25% of the total exposure. i) Movement of Gross NPAs (Merged):
k) Amount of Non performing Investment: Process used to transfer public issue ratings onto comparable
assets in banking book:
(Rs. lacs)
z For assets in the Bank’s portfolio that have contractual
Particulars Amount maturity less than or equal to one year, short term ratings
Gross Non performing investment 2,23 accorded by the chosen credit rating agencies are
Total provisions held on considered relevant. For other assets, which have a
Non performing Investment (2,23) contractual maturity of more than one year, long term
ratings accorded by the chosen credit rating agencies are
Net Non performing investment -
considered relevant.
l) Movement of provisions for depreciation on investments:
z The Bank has used long term ratings of counterparty as a
proxy for an unrated short term exposure on the same
(Rs. lacs) counterparty subject to compliance with the requirements
for use of multiple rating assessments and applicability
Particulars Amount of issue rating to issuer / other claims. The long term
Opening balance 7,45 ratings issued by the chosen domestic credit rating
Provisions made during the year 51,41 agencies have been mapped to the appropriate risk
weights applicable as per the Standardised approach
Write off -
under the Revised Framework. The rating risk weight
Write back of excess provisions (3,45) mapping furnished below was adopted for domestic
Closing balance 55,41 corporate exposures, as per RBI’s guidelines:
5. Credit Risk: Disclosures for portfolios subject to the Risk Weight 20 % 30 % 50 % 100 % 150 % 100%
Standardized Approach Rating AAA AA A BBB BB & UR
a) The Bank has used the Standardized Approach for the Below
entire credit portfolio. z If an issuer has a long-term exposure with an external
Name of credit rating agencies used: long term rating that warrants a risk weight of 150%, all
unrated claims on the same counterparty, whether short-
z The Bank is using the ratings assigned by the following term or long-term, receives a 150% risk weight, unless
domestic external credit rating agencies, approved by RBI, recognised credit risk mitigation techniques have been
for risk weighting claims on domestic entities - used for such claims.
1. Credit Analysis and Research Limited (CARE) z For risk-weighting purposes, short-term ratings are
2. Credit Rating Information Services of India Limited deemed to be issue specific. They are only used to derive
(CRISlL) risk weights for claims arising from the rated facility. They
are not generalised to other short-term claims. Further, a
3. Fitch India short-term rating is not used to support a risk weight for
4. ICRA Limited (ICRA) an unrated long-term claim. Short-term assessments are
only used for short-term claims against banks and
z The Bank is using the ratings assigned by the following corporates.
international credit rating agencies, approved by RBI, for
risk weighting claims on overseas entities - z As permitted in the RBI guidelines, notwithstanding the
above restriction on using an issue specific short term
1. Fitch rating for other short term exposures, unrated short term
2. Moodys claim on counterparty attract a risk weight of at least
one level higher than the risk weight applicable to the
3. Standard & Poor’s rated short term claim on that counter-party. If a short-
Types of exposures for which each agency is used: term rated facility to counterparty attracts a 20% or a
50% risk-weight, unrated short-term claims to the same
z The Bank has used the solicited ratings assigned by all counter-party cannot attract a risk weight lower than
the above approved credit rating agencies for all eligible 30% or 100% respectively. Similarly, if an issuer has a
exposures, both on balance sheet and off balance sheet, short-term exposure with an external short term rating
whether short term or long term, in the manner permitted that warrants a risk weight of 150%, all unrated claims
in RBI’s guidelines. The Bank has not made any on the same counter-party, whether long-term or short-
discrimination among ratings assigned by these agencies term, receives a 150% risk weight, unless the recognised
nor restricted their usage to any particular type(s) of credit risk mitigation techniques for such claims have
exposure(s). been used.
z In respect of the issue specific short term ratings the above criterion, it is extended to the entire amount
following risk weight mapping has been adopted by the of credit risk exposure the bank has with regard
Bank, as provided in the RBI guidelines: to that exposure i.e., both principal and interest.
Short Term P1+ P1 P2 P3 P4 / P5 UR b) For exposure amounts after risk mitigation subject to the
Rating (eqv.) standardized approach, the Bank’s outstanding (rated and
unrated) in the following three major risk Buckets as well
Risk Weight 20 % 30 % 50 % 100 % 150 % 100%
as those that are deducted:
z The Bank has been guided by the following rules in respect (Rs. lacs)
of exposures / obligors having multiple ratings from the
Particulars Amount
chosen credit rating agencies for the purpose of risk
weight calculation: Below 100% risk weight 45,470,60
(i) If there is only one rating by a chosen credit rating 100% risk weight 44,083,39
agency for a particular claim, that rating is used to
More than 100% risk weight 32,999,17
determine the risk weight of the claim.
Deducted -
(ii) If there are two ratings accorded by chosen credit
rating agencies, which map into different risk Total 122,553,16
weights, the higher risk weight is applied.
6. Credit Risk Mitigation: Disclosures for Standardized
(iii) If there are three or more ratings accorded by Approaches
chosen credit rating agencies with different risk
weights, the ratings corresponding to the two a) Qualitative Disclosures
lowest risk weights should be referred to and the The Bank’s Credit Policies & Procedures Manual and
higher of those two risk weights is applied, i.e., the Product Programs include the risk mitigation and
second lowest risk weight. collateral management policy of the Bank. The policy
covers aspects on the nature of risk mitigants /
z Where the Bank invests in a particular issue that has an
collaterals acceptable to the Bank, the documentation
issue specific rating by a chosen credit rating agency the
and custodial arrangement of the collateral, the manner
risk weight of the claim is based on this assessment. Where
and periodicity of valuation, etc.
the Bank’s claim is not an investment in a specific assessed
issue, the following general principles are applied: For purposes of computation of capital requirement for
(i) In circumstances where the borrower has a specific Credit Risk, the Bank recognizes only those collaterals
assessment for an issued debt - but the Bank’s claim that are considered as eligible for risk mitigation in RBI’s
is not an investment in this particular debt - the guidelines.
rating applicable to the specific debt (where the z Cash deposit with the Bank
rating maps into a risk weight lower than that
which applies to an unrated claim) is applied to the z Gold, including bullion and jewellery
Bank’s unassessed claim only if this claim ranks pari z Securities issued by Central and State Governments
passu or senior to the specific rated debt in all
respects and the maturity of the unassessed claim z Kisan Vikas Patra and National Savings Certificates
is not later than the maturity of the rated claim, z Life insurance policies with a declared surrender value
except where the rated claim is a short term
obligation. z Debt securities rated at least BBB(-) /PR3 /P3/F3/A3
(ii) If either the issuer or single issue has been z Units of Debt Mutual Funds
assigned a rating which maps into a risk weight The Bank uses the comprehensive approach in capital
equal to or higher than that which applies to assessment. In the comprehensive approach, when taking
unrated claims, a claim on the same counterparty, collateral, the Bank calculates the adjusted exposure to a
which is unrated by any chosen credit rating counterparty for capital adequacy purposes by netting
agency, is assigned the same risk weight as is off the effects of that collateral. The Bank adjusts the
applicable to the rated exposure, if this claim ranks value of any collateral by a haircut to take account of
pari passu or junior to the rated exposure in all possible future fluctuations in the value of the security
respects. occasioned by market movements.
(iii) Where the Bank extends an issuer or an issue For purposes of capital calculation and risk based pricing,
specific rating assigned by a chosen credit rating the Bank recognizes the credit protection given by the
agency to any other exposure which the Bank has following entities, considered eligible as per RBI’s
on the same counterparty and which meets the guidelines:
z Sovereign, entities including Bank for International The Bank participates in securitisation transactions in any
Settlements (BIS), International Monetary Fund (IMF), or all of the following roles:
European central bank and European Community as z Originator - The Bank sells down its own portfolio
well as Multilateral Development Banks approved by periodically.
RBI for the purpose, Export Credit Guarantee
z Service & collection agent - For all pools sold by the
Corporation of India (ECGC) and Credit Guarantee
Bank, it undertakes the servicing and collection of
Fund Trust for Small Industries (CGTSI), banks and
loans.
primary dealers with a lower risk weight than the
counter-party. z Investor - The Bank actively invests in Pass Through
Certificates
z Other entities externally rated AA(-) or better or
z Liquidity facility provider - In cases of sell-down
equivalent. This would include guarantee cover
transactions, the Bank functions as the liquidity facility
provided by parent, subsidiary and affiliate companies
provider. The liquidity facility is a type of credit support
when they have a lower risk weight than the obligor.
used to meet temporary collection shortfalls.
The credit risk mitigation taken is largely in the form of z Credit Enhancement Facilities Provider - The Bank
cash deposit with the Bank and thus the risk (credit and provides credit enhancement as stipulated by the
market) concentration of the mitigants is low. rating agencies in case of rated sell down transactions.
b) For disclosed credit risk portfolio under the standardized The principal objectives of the Bank as an originator are a
approach, the total exposure that is covered by eligible combination of reduction of credit risk in the portfolio,
financial collateral: generation of liquidity, capital release, asset-liability
(Rs. lacs) management. As an investor, the objective of the Bank
for entering into an asset opportunity with an appropriate
Particulars Amount
risk-return trade off that the underlying assets carry.
Total exposure covered by b) Accounting Policy of the Bank for Securitisation
eligible financial collateral 7,155,86 transactions:
7. Securitisation – Disclosure for Standardized Approach The Bank securitises out its receivables to Special
Purpose Vehicles (SPVs) in securitisation transactions.
a) Risk Management Objectives and Policies: Such securitised-out receivables are de-recognised in
Securitisation involves pooling together future cash flows the balance sheet when they are sold (true sale criteria
and assigning them to a Special Purpose Vehicle (SPV). being fully met with) and consideration has been
Such a sale of assets is on a ‘True Sale’ basis and the received by the Bank. Sales/transfers that do not meet
obligation of the seller is restricted to the amount of these criteria for surrender of control are accounted for
credit enhancement, if any, provided by it. On sale, the as secured borrowings.
assets move out of the balance sheet of the seller entirely. In respect of receivable pools securitised-out, the Bank
The guidelines issued by RBI on securitisation of standard provides liquidity and credit enhancements, in the form
assets define securitisation as a two-stage process. In the of cash collaterals/guarantees and/or by subordination
first stage, there is sale of single asset or a pool of assets of cash flows etc., to Senior Pass Through Certificates
to a ‘bankruptcy remote’ special purpose vehicle (SPV) in (PTCs).
return for an immediate cash payment. In the second
The Bank also enters into securitisation transactions
stage, the security interests representing claims on
through the direct assignment route, which are similar to
incoming cash flows from the asset or pool of assets are asset-backed securitisation transactions through the SPV
transferred to third party investors by issuance of tradable route, except that such portfolios of receivables are
debt securities. assigned directly to the purchaser and are not represented
The Bank undertakes securitization transactions from time by pass-through certificates.
to time. The Bank has a comprehensive policy, approved The RBI issued guidelines on securitization of standard
by the Board, for the securitization business. The policy assets vide its circular dated February 1, 2006 under
clearly defines the various adherences required to be reference no. DBOD No.BP.BC.60/21.04.048/2005-06.
followed when selling down assets. The activities at the Pursuant to these guidelines, the Bank amortizes any
time of sell down includes, inter-alia, pool selection as profit/premium arising on account of sale of receivables
per stated criteria, pool rating, due diligence audits, legal over the life of the securities sold out while any loss arising
evaluation, etc. Similarly, when the Bank is investing in on account of sale of receivables is recognized in the
securitization instruments it examines the profile and track Profit and Loss Account for the period in which the sale
record of the originator, the type and nature of underlying occurs. Prior to the issuance of the said guidelines (i.e. in
receivables, pool characteristics, rating assigned, listing respect of sell-off transactions undertaken until January
availability, credit enhancement available, etc and 31, 2006), any gain or loss from the sale of receivables was
compares these with the standards set out in the policy. recognised in the period in which the sale occurred.
c) Names of External Credit Agencies used for securitisation f) Aggregate amount of Securitization exposures retained
transactions: or purchased as on March 31, 2009 :
z Credit Rating Information Services of India Limited( (Rs. lacs)
CRISIL)
Particulars Amount
z ICRA Limited (ICRA)
1. Retained
z Fitch India
Mixed Asset* 23,56
z Credit Analysis and Research Limited (CARE)
2. Purchased (excluding loan assignments)
Currently, the securitisation exposures for which these
ratings are used cover: Auto loan 145,52
Commercial vehicle loan 55,25
a. Securitised Debt Instruments / Pass through
Certificates (PTCs). Hire Purchase Receivables 18,82
b. Second Loss Credit Enhancement Facility. Housing loan 873,87
c. Liquidity Facility. Personal loan 81,90
d) i) Total outstanding principal securitized by exposure Two wheeler loan 27,06
type as on March 31, 2009: 3. Credit & Liquidity enhancement/facility** 716,40
(Rs. lacs)
4. Other Commitments -
Exposure Type* Amount
Total 1,942,39
Auto loan 557,63
* comprises auto loans, commercial vehicle loans and two
Commercial vehicle loan 173,72 wheeler loans.
Two Wheeler loan 1,18
** includes third party liquidity facility outstanding.
Loan against property 385,10
Housing loan 967,20 g) (i) Risk weight wise securitization exposures retained or
purchased:
Loan against rent receivables 45,99
Total 2,130,82 (Rs. lacs)
*Amounts are in respect of exposures which the Bank Risk Weight bands Amount
has originally sourced and continues to service. Less than 100% 1,275,14
ii) Deals done during the year: 100% 259,84
(Rs. lacs) More than 100% -
Exposure Where the Bank Where the Bank Total 1,534,98
Type* has retained does not have
interests retained interests (ii) Securitization exposures deducted from capital by
exposure type:
Auto loan - 391,34
(Rs. lacs)
Commercial
vehicle loan - 168,75 Exposure Type Exposure Credit Other
Loan against deducted enhancing exposures
property - 387,98 entirely I/Os deducted
from tier I deducted from
Housing loan - 967,20
capital from total total
Loan against capital capital capital
rent
receivables - 46,27 Commercial
Total - 1,961,55 vehicle loan - - 44
*Amounts are in respect of exposures which the Bank Housing loan - - 164,43
has originally sourced and continues to service. Mixed assets* - - 242,53
e) (i) The amount of impaired/past due assets securitised
Total - - 407,40
is Rs 84,07 lacs.
(ii) There are no losses during the year on account of * includes auto, commercial vehicle, two wheeler loans,
write offs/provisions/write down of I/Os strips and loan against property, housing loan and loan against
other residual interests. rent receivables
h) i) Total number and book value of loan assets securitised in a hierarchical manner within the Treasury. The
– by type of underlying assets: Treasury limits are a function of budgeted revenues for
each desk. The Treasury limits are reviewed and finalized
(Rs. lacs) (except no. of loans securitised)
by the Market Risk Unit. The Treasury Mid-Office, as an
Particulars 2008-09 2008-09 2007-08 2007-08 independent unit, monitors and reports these limits as
Underlying Total Total Total Total per laid down procedures regularly.
assets Book Number Book Number
securitized value of of assets value of of assets Structure and Organization:
during the year securitised securitised securitised securitised The market risk process includes the following key
Auto loan 391,34 239,16 - - participants.
Commercial Treasury Desks such as Foreign Exchange, Money
vehicle loan 374,20 166,01 290,06 52,44 Market, Interest Rate Trading, Equities. These are the
Construction basic levels of day to day management of their
Equipment loan 48,41 5,32 - - portfolios and market risk.
Loan Against The Investment Committee and Management
Property 387,98 21,14 - - Committee oversees the investments in equities and
Housing loan 967,20 42,27 - - equity linked investments.
Loan against The Market Risk Unit, part of the Credit and Market
Rent Receivables 46,27 10 - - Risk Group, plays its role in the market risk limit
Total 2,215,40 474,00 290,06 52,44 approval process, lays down risk assessment and
monitoring methods, and periodically evaluates the
(ii) Sale Consideration and gain / loss on sale of portfolio in the deliberations of the various
securitization: committees as well as bilaterally with Treasury
(Rs. lacs) Group.
Particulars 2008-09 2007-08 The Treasury Mid-Office has the role of the day to
day monitoring and reporting of market risk
Sale consideration received 2,209,28 291,39 controls, valuations etc. It reports limit
Profit/(loss) on sell off* (6,12) 1,25 transgressions, if any to the Senior Management.
* Pursuant to RBI guidelines dated February 1, 2006 The Risk Monitoring Committee of the Board, inter-
under reference no. DBOD.No.BP.BC. 60/ 21.04.048/2005- alia, monitors the Bank’s credit and market risk
06, the Bank amortises any profit/premium arising on policies and procedures, approves and reviews
account of sale of receivables over the life of the dealing authorities/limits for the Bank’s treasury
securities sold out while any loss arising on account operations and reviews the Bank’s risk monitoring
of sale of receivables is recognised in the profit and systems and risk control procedures.
loss account for the period in which the sale occurs. Risk reporting and Measurement Systems:
ii) Summary of form and quantum of services provided: Limits are control measures which seek to reduce risk
within or across the Desks. The objective of a limit is
(Rs. lacs) to ensure that the negative earnings impact of price
Particulars 2008-09 2007-08 risks are within the risk taking appetite of the Desks
Outstanding credit & liquidity and of the Bank.
enhancement / facility* 716,40 527,70 The nature of limits could typically include position limits,
- Funded 56,48 136,50 gap limits, tenor and duration limits, PVBP (Present Value
of a Basis Point) limits, stop loss limits, VaR (Value-At-Risk)
- Non Funded 659,92 391,21
limits. These limits are appropriately selected for the
Outstanding servicing liability 1,91 1,04 relevant portfolios.
* includes third party liquidity facility outstanding. Limits are monitored using various information
technology software packages, including STP (straight
8. Market Risk in Trading Book
through processing) software systems.
a) Market risk management policy
Policies for hedging and/or mitigating risk:
Strategy and Processes:
The derivative book is classified into trading and banking
The Bank has a market risk management process, which book. When the Bank deals in derivatives on its own
consists of, risk identification, limits setting and risk account (trading activity) principally for the purpose of
monitoring. The process ensures that the risks assumed generating a profit from short term fluctuations in price
by Treasury Desks are within the stipulated risk appetite or yields, the same is classified as trading book. The trading
of the Bank. This risk appetite is handed down as limits book is managed within the trading limits approved by
mitigation guidelines are part of various product, process Quantification of Interest Rate Risk:
operation manual and documents of the Bank. The Bank
As required under Pillar III norms, the increase / decline in
covers risk on account of natural disaster through appropriate
earnings and economic value for an upward / downward
insurance.
rate shock of 200 basis points as on 31st March 2009, broken
Operational risk capital: down by currency is as follows:
Currently the Bank is following the ‘Basic Indicator Approach’ z Earnings Perspective
for operational risk capital assessment as mandated by RBI.
(Rs. lacs)
10. Interest rate risk in the banking book (IRRBB)
Currency Impact on Net Interest Income
Interest Rate Risk in the Banking Book (IRRBB) refers to the (by applying interest rate shock
potential adverse financial impact on the Bank’s Banking Book of 200 basis points )
from changes in interest rates. The Banking Book comprises
If interest rate If interest rate
of Assets and Liabilities which are contracted on account of
were to go down were to go up
relationship or for steady income and statutory obligations
by 200 basis points by 200 basis points
and are generally held till maturity.
The Bank carries various assets, liabilities and off-balance INR (271,02) 271,02
sheet items across markets, maturities, and benchmarks USD (99,47) 99,47
exposing it to risks from changing interest rates. The Asset
Liability Management Committee (ALCO) is responsible for Others 6,89 (6,89)
evolving appropriate systems and procedures for
Total (363,60) 363,60
identification and analysis of balance sheet risks and laying
down parameters for efficient management of these risks
z Economic Value Perspective (Impact on Market Value
through the Asset Liability Management Policy of the bank.
of Equity):
ALCO periodically monitors and controls the strategic position
and the interest rate risk positions arising during the normal (Rs. lacs)
course of business and ensures adherence to compliance of
internal limits. Currency Impact on Net Interest Income
Measurement of Interest Rate Risk in the Banking Book: (by applying interest rate shock
of 200 basis points )
In measuring Interest Rate Risk, risk arising from maturity
and re-pricing mismatches are measured both from an If interest rate If interest rate
earnings and economic value perspective. The bank uses the were to go down were to go up
following techniques for the quantification of IRRBB: by 200 basis points by 200 basis points
Interest Rate Sensitivity using Gap Method: Gap or INR (397,02) 397,02
mismatch risk is monitored by calculating gaps for interest
USD (138,16) 138,16
rate sensitive assets, liabilities and off-balance sheet
positions in time buckets. Others (30,84) 30,84
Earnings at Risk using Gap: Based on the gap report, Total (566,02) 566,02
Earnings at Risk approximates the impact of an interest
rate /re-pricing shock for a given change in interest rate
on the net interest income (difference between total
interest income and total interest expense) over a one
year horizon.
Impact on Economic Value of equity: As against the
earnings approach, risk is monitored based on the present
value of the bank’s expected cash flows. A modified
duration approach is used to ascertain the impact on
interest rate sensitive assets, liabilities and off-balance
sheet positions for a given change in interest rates.
Stress Testing: The Bank undertakes periodic stress testing
for its banking book based on various scenarios. This
provides a measure to assess the bank’s financial
withstanding from extreme but plausible interest rate
fluctuations.
ASSETS
Balances with Banks and Money at Call and Short notice 7 40,099,367 22,748,031
In terms of our report of even date attached. For and on behalf of the Board
Jagdish Capoor Harish Engineer Keki M. Mistry
For Haribhakti & Co.
Chairman Executive Director Ashim Samanta
Chartered Accountants
Aditya Puri Paresh Sukthankar Renu Karnad
Managing Director Executive Director Arvind Pande
Manoj Daga C M Vasudev
Partner Sanjay Dongre Gautam Divan
Executive Vice President (Legal) & Dr. Pandit Palande
Mumbai, 23 April, 2009 Company Secretary Directors
In terms of our report of even date attached. For and on behalf of the Board
Jagdish Capoor Harish Engineer Keki M. Mistry
For Haribhakti & Co.
Chairman Executive Director Ashim Samanta
Chartered Accountants
Aditya Puri Paresh Sukthankar Renu Karnad
Managing Director Executive Director Arvind Pande
Manoj Daga C M Vasudev
Partner Sanjay Dongre Gautam Divan
Executive Vice President (Legal) & Dr. Pandit Palande
Mumbai, 23 April, 2009 Company Secretary Directors
Adjustments for :
60,374,390 42,719,815
Adjustments for :
(3,378,219) 36,292,892
Proceeds from issue of Upper and Lower Tier II capital instruments 28,750,000 -
Dividend provided last year paid during the year (3,018,580) (2,236,321)
In terms of our report of even date attached. For and on behalf of the Board
Jagdish Capoor Harish Engineer Keki M. Mistry
For Haribhakti & Co.
Chairman Executive Director Ashim Samanta
Chartered Accountants
Aditya Puri Paresh Sukthankar Renu Karnad
Managing Director Executive Director Arvind Pande
Manoj Daga C M Vasudev
Partner Sanjay Dongre Gautam Divan
Executive Vice President (Legal) & Dr. Pandit Palande
Mumbai, 23 April, 2009 Company Secretary Directors
SCHEDULE 1 - CAPITAL
Authorised Capital
55,00,00,000 (31 March 2008 : 55,00,00,000) Equity Shares of Rs. 10/- each 5,500,000 5,500,000
Issued, Subscribed and Paid-up Capital
42,53,84,109 (31 March, 2008 : 35,44,32,920) Equity Shares of Rs. 10/- each 4,253,841 3,544,329
Total 4,253,841 3,544,329
SCHEDULE 2 - RESERVES AND SURPLUS
I. Statutory Reserve
Opening Balance 15,193,539 11,218,056
Additions on amalgamation 2,181,403 -
Additions during the year 5,612,349 3,975,483
Total 22,987,291 15,193,539
II. General Reserve
Opening Balance 5,115,584 4,160,838
Additions during the year 2,244,939 1,590,193
Deductions during the year* - (635,447)
Total 7,360,523 5,115,584
III. Balance in Profit and Loss Account 34,934,863 26,088,437
Deductions during the year* - (1,701)
Total 34,934,863 26,086,736
IV. Share Premium Account
Opening Balance 64,794,740 26,245,426
Additions during the year 643,241 38,549,314
Total 65,437,981 64,794,740
V. Amalgamation Reserve
Opening Balance 145,218 145,218
Additions during the year 10,490,346 -
Total 10,635,564 145,218
VI. Capital Reserve
Opening Balance 17,850 17,850
Additions during the year 938,660 -
Total 956,510 17,850
VII. Investment Reserve Account
Opening Balance 414,800 29,800
Additions during the year 17,092 417,800
Deductions during the year (155,642) (32,800)
Total 276,250 414,800
*Issued during the year : Upper Tier II Debt : Rs. 1,575,00 lacs (previous year : Nil )
and Lower Tier II Debt : Rs. 1,300,00 lacs (previous year : Nil)
SCHEDULE 8 - INVESTMENTS
A. Investments in India in
C. Investments
SCHEDULE 9 - ADVANCES
(ii) Cash Credits, Overdrafts and Loans repayable on demand 215,972,035 154,376,855
Gross Block
Depreciation
Gross Block
Depreciation
VI. Security deposit for commercial and residential property 3,917,750 1,985,564
*Inlcudes deferred tax asset (net) of Rs. 861,92 lacs (previous year : Rs. 381,52 lacs)
I. Claims against the Group not acknowledged as debts - Taxation 5,703,080 2,335,604
II. Claims against the Group not acknowledged as debts - Others 481,405 121,928
VII. Other items for which the Group is contingently liable 11,211,722 95,949,033
1. Key Events
Merger with Centurion Bank of Punjab Limited
The Scheme of Amalgamation (‘the Scheme’) of Centurion Bank of Punjab Limited (‘CBoP’ or ‘eCBoP’) with HDFC Bank Ltd.
(‘HDFC Bank’ or ‘the Bank’) under section 44 A (4) of the Banking Regulation Act, 1949 which was approved by the
shareholders of both the banks on March 27, 2008 was sanctioned by the RBI vide their order DBOD No. PSBD. 16197/
16.01.131/2007-08 dated May 20, 2008, and is effective from May 23, 2008. The appointed date of the merger was April 1,
2008. Both the entities were banking companies incorporated under the Companies Act, 1956 and licensed by the RBI
under the Banking Regulation Act, 1949.
As per the Scheme, upon its coming into effect from the appointed date i.e. April 1, 2008, the entire undertaking of CBoP
including all its assets and liabilities stood transferred/deemed to be transferred to and vest in HDFC Bank. As per the
Scheme, in consideration of the transfer of and vesting of the undertaking of CBoP, one equity share of HDFC Bank of
the face value of Rs. 10/- each fully paid-up was issued to members of the eCBoP for every twenty nine equity shares of
the face value of Re. 1/- each of CBoP held by them on the record date i.e. June 16, 2008. Accordingly 6,98,83,956 equity
shares of Rs. 10/- each of HDFC Bank were allotted at par to the shareholders of CBoP vide board resolution dated June
24, 2008. The excess of the value of net assets transferred over the paid up value of shares issued in consideration have
been adjusted in Amalgamation Reserve as per the Scheme of Amalgamation.
The amalgamation has been accounted using the pooling of interest method. Accordingly, the assets and liabilities of
CBoP that vested in HDFC Bank as on April 1, 2008 were accounted at the values at which they were appearing in the
books of CBoP as on March 31, 2008 and provisions arising out of harmonization of accounting policies and estimates,
as approved by the Board of Directors of HDFC Bank and as prescribed in the Scheme, were made for the difference
between the net value appearing in the books of CBoP and the value as determined by HDFC Bank. Also the Bank
provided for merger related expenses on a best estimate basis. Such adjustments, as per the Scheme, were made by the
Bank against the reserves arising on amalgamation.
After accounting the assets, liabilities and reserves of CBoP and after effecting the above adjustments, a surplus of
Rs. 1,049,03 lacs arose, which was credited to Amalgamation Reserve in accordance with the Scheme.
(Rs. lacs)
Particulars Amount Amount
Net Assets of eCBoP as on the reporting date of merger* 2,089,85
Less : 6,98,83,956 equity shares of face value of Rs. 10/- each (69,88)
Statutory Reserves taken over on amalgamation (218,15) (288,03)
Excess of net assets over the paid-up value of shares issued and Statutory Reserve 1,801,82
Less : Harmonization of accounting policies and estimates (690,62)
Less : Expenses related to merger (62,17)
Amalgamation Reserve 1,049,03
*Net assets taken over on April 1, 2008 adjusted for options allotted by eCBoP between April 1, 2008 till May 22, 2008.
As per AS 14, Accounting for Amalgamation, if the amalgamation is an “amalgamation in the nature of merger”, the
identity of reserves of the amalgamating entity is required to be preserved in the books of HDFC Bank. However the
balances in Profit and Loss Account (Rs. 246,49 lacs), Securities Premium Account (Rs. 1,354,60 lacs), Capital Reserve
(Rs. 65 lacs) and Investment Reserve Account (Rs. 7,02 lacs) have been credited to Amalgamation Reserve in accordance
with the scheme. As a result the balances in these accounts are lower by the aforesaid amounts.
2. Capital Infusion
Pursuant to the amalgamation of eCBoP with HDFC Bank Ltd. and post approval of the shareholders of the Bank at its
extraordinary general meeting held on March 27, 2008, the Bank issued 2,62,00,220 warrants to its promoter HDFC Ltd. on
a preferential basis on June 3, 2008. These warrants are convertible into equity shares of the Bank at a price of
Rs. 1,530.13 each (as determined under the SEBI (DIP) guidelines for preferential issues). In accordance with the terms of
the warrants, 10% of the aforesaid price of the equity shares is payable on allotment of the warrants. Accordingly, the
Bank received an amount of Rs. 400,92 lacs on June 3, 2008 on allotment of the warrants and the same is shown as
“Equity Share Warrants” in the Balance Sheet. HDFC Ltd. can exercise the option any time upto December 2, 2009.
Basic earnings per equity share have been computed by dividing net income by the weighted average number of equity
shares outstanding for the year. Diluted earnings per equity share have been computed using the weighted average
number of equity shares and dilutive potential equity shares outstanding during the year.
There is no impact of dilution on profits in the current year and previous year.
Following is the reconciliation of weighted average number of equity shares used in the computation of basic and
diluted earnings per share :
(Rupees)
Particulars Mar 31, 2009 Mar 31, 2008
Weighted average number of equity shares used in computing basic
earnings per equity share 42,47,54,825 34,40,20,927
Effect of potential equity shares 21,06,683 47,97,548
Weighted average number of equity shares used in computing diluted
earnings per equity share 42,68,61,508 34,88,18,475
Weighted average
Particulars Options
exercise price (Rs.)
Options outstanding, beginning of year 1,69,37,800 956.94
Additions on amalgamation 35,51,978 894.20
Granted during the year 12,53,000 1,126.45
Exercised during the year 10,67,233 595.29
Forfeited/lapsed during the year 10,81,518 965.32
Options outstanding, end of year 1,95,94,027 975.64
Options Exercisable 1,12,75,016 907.66
Activity in the options outstanding under the Employee Stock Options Plan as at March 31, 2008
Weighted average
Particulars Options
exercise price (Rs.)
Options outstanding, beginning of year 1,13,21,600 803.10
Granted during the year 83,05,500 1098.70
Exercised during the year 16,77,800 631.81
Forfeited/lapsed during the year 10,11,500 938.32
Options outstanding, end of year 1,69,37,800 956.94
Options Exercisable 3,288,900 740.34
Following summarises the information about stock options outstanding as at March 31, 2008
Plan Range of exercise price Number of Weighted average Weighted average
shares arising life of options exercise price
out of options (in years) (Rs.)
The incremental share based compensation determined under fair value based method amounts to Rs. 43,24 lacs.
Following summarises the information about stock options outstanding as at March 31, 2009
1. Claims against the Group not The Group is a party to various taxation matters in respect of
acknowledged as debts - taxation which appeals are pending. The Group expects the outcome
of the appeals to be favorable based on decisions on similar
issues in the previous years by the appellate authorities.
2. Claims against the Group not The Group is a party to various legal proceedings in the normal
acknowledged as debts - others course of business. The Group does not expect the outcome of
these proceedings to have a material adverse effect on the
Group’s financial conditions, results of operations or cash flows.
3. Liability on account of forward The Bank enters into foreign exchange contracts, currency
exchange and derivative contracts. options, forward rate agreements, currency swaps and interest
rate swaps with inter-bank participants on its own account and
for customers. Forward exchange contracts are commitments to
buy or sell foreign currency at a future date at the contracted
rate. Currency swaps are commitments to exchange cash flows
by way of interest/principal in one currency against another,
based on predetermined rates. Interest rate swaps are
commitments to exchange fixed and floating interest rate cash
flows. The notional amounts of financial instruments such as
foreign exchange contracts and derivatives provide a basis for
comparison with instruments recognised on the Balance Sheet
but do not necessarily indicate the amounts of future cash flows
involved or the current fair value of the instruments and,
therefore, do not indicate the Bank’s exposure to credit or price
risks. The derivative instruments become favorable (assets) or
unfavorable (liabilities) as a result of fluctuations in market rates
or prices relative to their terms.
4. Guarantees given on behalf of As a part of its commercial banking activities the Bank issues
constituents, acceptances, documentary credit and guarantees on behalf of its customers.
endorsements and other obligations Documentary credits such as letters of credit enhance the credit
standing of the customers of the Bank. Guarantees generally
represent irrevocable assurances that the Bank will make
payments in the event of the customer failing to fulfill its
financial or performance obligations.
Commission, Exchange and Brokerage Income is net of correspondent bank charges and brokerage paid on purchase
and sale of investments.
Expected return on plan assets 8.0% per annum 8.2% per annum
Expected return on plan assets 8.0% per annum 8.0% per annum
As per AS - 18, Related Party Disclosure, issued by the Institute of Chartered Accountants of India, the Bank’s related
parties are disclosed below:
Promoter
HDFC Ergo General Insurance Company Ltd. (formerly HDFC Chubb General Insurance Company Ltd.)
HDFC Sales Pvt. Ltd. (formerly Home Loan Services India Pvt. Ltd.)
Associates
Computer Age Management Services Private Ltd. (ceased to be an associate from October 12, 2007)
Flexcel International Pvt. Ltd. (ceased to be an associate from March 31, 2008)
Kairoleaf Analytics Pvt. Ltd. (ceased to be an associate from March 30, 2009)
HDFC Bank being an authorised dealer, deals in foreign exchange and derivative transactions with certain parties which includes
the promoter and related group companies. The foreign exchange and derivative transactions are undertaken inline with the
RBI guidelines. The notional principal amount of foreign exchange and derivative contracts transacted with he promoter that
were outstanding as on March 31, 2009 is Rs. 4,632,97 lacs. The contingent credit exposure pertaining to these contracts computed
in line with the extent RBI guidelines on exposure norms is Rs. 361,31 lacs.
The Group’s related party balances and transactions for the year ended March 31, 2008 are summarized as follows :
Items/Related Party Promoter Enterprises under Associates Management Personnel Total
Common Personnel
Control of the Relatives of
Promoter Key Management
Deposits 82,31 132,41 30,79 3,91 1,09 250,51
Placement of Deposits 2 18 19,50 - 3,50 23,20
Advances - - 20 - - 20
Purchase of fixed assets - - 21,20 - - 21,20
Interest received - - 3 - - 3
Rendering of Services 52,01 260,83 - - - 312,84
Receiving of Services 1,06 14,25 360,51 - 54 376,36
Equity Investment - - 3,71 - - 3,71
Dividend paid 27,20 - - - - 27,20
Dividend received on equity
investment - - 1,38 - - 1,38
Accounts Receivable 1,83 10,03 - - - 11,86
Accounts Payable - - 25,90 - - 25,90
Management Contracts - - - 6,61 - 6,61
Operating leases primarily comprise office premises and staff residences, which are renewable at the option of the Group.
17. Changes in Accounting Estimates
HDFC Bank Ltd.
Useful Life of Assets
During the year ended March 31, 2009, the Bank changed the useful life of software, automated teller machines (ATM’s)
and certain other fixed assets prospectively from April 1, 2008. Where there is a revision of the estimated useful life of an
asset, the unamortised depreciable amount will be charged over the revised remaining useful life. This change in estimate
has resulted in the profit after tax for the year ended March 31, 2009 being higher by Rs. 31,71 lacs.
18. Small and Micro Industries
HDFC Bank Ltd.
Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from October 2, 2006,
certain disclosures are required to be made relating to Micro, Small and Medium enterprises. There have been no reported
cases of delays in payments to micro and small enterprises or of interest payments due to delays in such payments.
HDFC Securities Ltd
On the basis of the intimations received from suppliers regarding their status under the Micro, Small and Medium nterprises
Development Act, 2006 there are 9 suppliers registered under the said Act, and there are no amounts unpaid to these
suppliers as at the year end.
HDB Financial Services Ltd
The Company has received intimation from a supplier regarding their status under the Micro, Small and Medium enterprises
Development Act, 2006 and amounts unpaid as at March 31, 2009 is Rs. 36 lacs (Previous year NIL).
19. Comparative Figures
Figures for the previous year have been regrouped and reclassified wherever necessary to conform to the current year’s
presentation. However, previous year figures are not comparable to that of the current year as those are of the standalone
HDFC Bank Group and the current year figures includes erstwhile Centurion Bank of Punjab. In respect of the previous
year figures, differences, if any, between figures reported in lacs in the previous year and reported in thousands in the
current year are due to rounding off.
For and on behalf of the Board
Jagdish Capoor Harish Engineer Keki M. Mistry
Chairman Executive Director Ashim Samanta
Aditya Puri Paresh Sukthankar Renu Karnad
Managing Director Executive Director Arvind Pande
C M Vasudev
Sanjay Dongre Gautam Divan
Executive Vice President (Legal) & Dr. Pandit Palande
Company Secretary Directors
Mumbai, 23 April, 2009
Corporate governance rules for Indian listed companies are set forth in Clause 49 of the Listing Agreement entered into by the
companies with the Indian stock exchanges as amended from time to time by the Securities and Exchange Board of India (SEBI).
Companies listed on the New York Stock Exchange (the NYSE) must comply with certain standards of corporate governance set forth
in Section 303A of the NYSE’s Listed Company Manual. Listed companies that are foreign private issuers (as defined in Rule 3b-4
under the Securities Exchange Act, 1934) are permitted to follow home country practices in lieu of the provisions of this Section 303A,
except that foreign private issuers are required to comply with the requirements of Sections 303A.06, 303A.11 and 303A.12(b) and (c).
As per these requirements, a foreign private issuer must:
1. Establish an independent audit committee that has specified responsibilities and authority;
2. Provide prompt written notice by its chief executive officer if any executive officer becomes aware of any material non-
compliance with any applicable corporate governance rules;
3. Provide to the NYSE annual written affirmations with respect to its corporate governance practices, and interim written
affirmations in the event of a change to the board or a board committee; and
4. Provide a brief description of significant differences between its corporate governance practices and those followed by
U.S. companies.
In a few cases, the Indian corporate governance rules under Clause 49 differ from those in the NYSE’s Listed Company Manual. The
following is a comparison:
NYSE Corporate Governance Standards applicable to NYSE Listed Corporate Governance Rules as per Listing Agreement with Indian
Companies Stock Exchange(s)
An NYSE listed company needs to have a majority of independent The board of an Indian stock exchange listed company needs to
directors. [NYSE Corporate Governance Standard 303A.01] have an optimum combination of executive and non-executive
directors, with not less than 50% of the directors being non-
executive directors. If the chairman of the board of directors is a
non-executive director of the company, at least one third of the
directors must be independent. If the chairman is an executive
director, at least half of the directors must be independent.
A director must meet certain criteria in order to qualify as The definition of the term “independent” is different.
“independent”. An NYSE listed company must disclose the identity
of its independent directors and the basis upon which it
determined they are independent. [NYSE Corporate Governance
Standard 303A.02]
Executive Sessions
Non-management directors need to meet at regularly scheduled There is no requirement for such sessions.
executive sessions without management [NYSE Corporate
Governance Standard 303A.03]
An NYSE listed Company needs to have a nominating / corporate An Indian stock exchange listed company may, but is not required
governance committee composed entirely of independent to, have a nomination committee, and if it does, the committee
directors. [NYSE Corporate Governance Standard 303A.04] need not be comprised entirely of independent directors.
NYSE Corporate Governance Standards applicable to NYSE Listed Corporate Governance Rules as per Listing Agreement with Indian
Companies Stock Exchange(s)
The nominating / corporate governance committee needs to have If an Indian stock exchange listed company has a nomination
a written charter that addresses certain specific committee committee, it is not required to have a charter for that committee.
purposes and responsibilities and provides for an annual The performance evaluation of non-executive directors can be
performance evaluation of the committee. [NYSE Corporate done by a peer group comprised of the entire board of directors,
Governance Standard 303A.04] excluding the director being evaluated.
Compensation Committee
An NYSE listed company needs to have a compensation The board may, but is not required to, constitute a compensation/
committee composed entirely of independent directors. [NYSE remuneration committee to determine on behalf of the board
Corporate Governance Standard 303A.05] and the shareholders the company’s policy on specific
remuneration packages for executive directors, including
compensation and pension rights. To avoid conflicts of interest,
any compensation committee must consist of at least three non-
executive directors. The chairman of any compensation
committee must be an independent director.
The compensation committee needs to have a written charter Any compensation committee may, but is not required to, have a
that addresses certain specific purposes and responsibilities of charter. The annual corporate governance report of an Indian
the committee and provides for an annual performance stock exchange listed company generally provides details of
evaluation of the committee. [NYSE Corporate Governance Standard remuneration, including brief details of any compensation
303A.05] committee’s agreed terms of reference.
Audit Committee
An NYSE listed company needs to have an audit committee with An Indian stock exchange listed company must have a qualified
at least three members that satisfies the independence and independent audit committee with certain specified powers
requirements of Rule 10A-3 under the Exchange Act and the and roles. All members of the audit committee must be non-
requirements of NYSE Corporate Governance Standard 303A.02. executive directors and at least 2/3 of the members must be
[NYSE Corporate Governance Standards 303A.06 and 303A.07] independent. All members must be financially literate and at
least one member must have accounting or related financial
management expertise. The chairman of the committee must be
an independent director.
The audit committee needs to have a written charter that The audit committee is not required to have a written charter.
addresses certain specific purposes of the committee, provides However, Clause 49D sets forth the required roles of the audit
for an annual performance evaluation of the committee and sets committee.
forth certain specific minimum duties and responsibilities.
[NYSE Corporate Governance Standard 303A.07]
An NYSE listed company needs to have an internal audit function Although an internal audit function is not required, one of the
to provide management and the audit committee with ongoing roles of audit committee is “reviewing the adequacy of internal audit
assessments of the company’s risk management processes and function, if any, including the structure of the internal audit department,
system of internal control. A company may choose to outsource staffing and seniority of the official heading the department, reporting
this function to a third party service provider other than its structure coverage and frequency of internal audit.” Therefore, it is
independent auditor. [NYSE Corporate Governance Standard 303A.07] advisable that an Indian stock exchange listed company conduct
an internal audit and have a department to conduct the internal
audit.
NYSE Corporate Governance Standards applicable to NYSE Listed Corporate Governance Rules as per Listing Agreement with Indian
Companies Stock Exchange(s)
An NYSE listed company needs to adopt and disclose corporate An Indian stock exchange listed company needs to adopt a code
governance guidelines. [NYSE Corporate Governance Standard of conduct / ethics applicable to all members of the board of
303A.09] An NYSE listed company needs to adopt and disclose a directors and senior management one level below the board.
code of business conduct and ethics for directors, officers and The company’s annual report must disclose [any non-compliance]
employees, and promptly disclose any waivers of the code for with the code by the board members and senior management.
directors or executive officers. [NYSE Corporate Governance Standard
303A.10]
Certifications as to Compliance
The CEO of each NYSE listed company has to certify on an annual The CEO/CFO is required to provide an annual certification on
basis that he or she is not aware of any violation by the company the true and fair view of the company’s financial statements and
of the NYSE corporate governance listing standards. This compliance with existing accounting standards, applicable laws
certification, as well as the CEO/CFO certification required under and regulations. In addition, Indian stock exchange listed
Section 302 of the Sarbanes-Oxley Act of 2002, must be disclosed companies are required to submit a quarterly compliance report.
in the company’s annual report to shareholders. [NYSE Corporate
Governance Standard 303A.12]
To The Shareholders of
We have examined the compliance of conditions of Corporate Governance by HDFC Bank Limited (“the Bank”), for the year
ended on March 31, 2009 as stipulated in Clause 49 of the Listing Agreement of the Bank with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Bank for ensuring the compliance of the conditions of the
Corporate Governance. It is neither 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 explanations given to us, we certify that the Bank
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to future viability of the Bank nor the efficiency
or effectiveness with which the management has conducted the affairs of the Bank.
Manoj Daga
Partner
M No : 048523
Mumbai
23 April, 2009
[Report on Corporate Governance pursuant to Clause 49 of business. The Senior Management have made disclosures
the Listing Agreement entered into with the Stock Exchanges to the Board confirming that there are no material, financial
and forms a part of the report of the Board of Directors] and / or commercial transactions between them and the
Bank which could have potential conflict of interest with
PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
the Bank at large.
The Bank believes in adopting and adhering to the best
• None of the directors are related to each other.
recognised corporate governance practices and continuously
benchmarking itself against each such practice. The Bank COMPOSITION OF THE BOARD OF DIRECTORS
understands and respects its fiduciary role and responsibility
Composition of the Board of Directors of the Bank as on
to shareholders and strives hard to meet their expectations.
March 31, 2009 is as under:
The Bank believes that best board practices, transparent
disclosures and shareholder empowerment are necessary for Mr. Jagdish Capoor
creating shareholder value.
Mr. Jagdish Capoor holds a Master's degree in Commerce and
The Bank has infused the philosophy of corporate governance is a Fellow of Indian Institute of Banking and Finance. Prior to
into all its activities. The philosophy on corporate governance joining the Bank, Mr. Capoor was the Deputy Governor of
is an important tool for shareholder protection the Reserve Bank of India. He retired as Deputy Governor of
and maximisation of their long term values. The cardinal the Reserve Bank of India after serving for 39 years. While with
principles such as independence, accountability, responsibility, Reserve Bank of India, Mr. Capoor was the Chairman of the
transparency, fair and timely disclosures, credibility, etc. serve Deposit Insurance and Credit Guarantee Corporation of India
as the means for implementing the philosophy of corporate and Bharatiya Reserve Bank Note Mudran Limited.
governance in letter and spirit. He also served on the boards of Export Import Bank of India,
National Housing Bank, National Bank for Agriculture and
BOARD OF DIRECTORS
Rural Development (NABARD) and State Bank of India.
The Composition of the Board of Directors of the Bank
Mr. Capoor is on the Board of the Asset Care Enterprise Limited,
is governed by the Companies Act, 1956, the Banking
Bombay Stock Exchange Limited, The Indian Hotels Company
Regulation Act, 1949 and the listing requirements of the Indian
Limited, GHCL Limited, LIC Pension Fund Limited, Quantum
Stock Exchanges where the securities issued by the Bank are
Trustee Co. Pvt. Ltd and The Stock Exchange I nvestors’
listed. The Board has the strength of eleven (11) Directors as
Protection Fund. He is also member of the Board of Governors
on March 31, 2009. All Directors other than Mr. Aditya Puri,
of the Indian Institute of Management, Indore.
Mr. Harish Engineer and M r. Paresh Sukthankar are
non-executive directors. The Bank has five independent Mr. Capoor is a member of the Audit Committee of The Indian
directors and six non-independent directors. The Board Hotels Company Limited, GHCL Limited and Bombay Stock
consists of eminent persons with considerable professional Exchange Ltd. He is Chairman of Shareholders Grievance
expertise and experience in banking, finance, agriculture, small Committee of Bombay Stock Exchange Limited as well as the
scale industries and other related fields. Chairman of the Audit Committee of LIC Pension Fund Limited
and Quantum Trustee Co. Pvt. Ltd.
None of the Directors on the Board is a member of more than
ten (10) Committees and Chairman of more than five (5) M r. Capoor holds 300 equity shares in the Bank as on
Committees across all the companies in which he / she March 31, 2009.
is a Director. All the Directors have made necessary disclosures
regarding Committee positions occupied by them in other Mr. Aditya Puri
companies. Mr. Aditya Puri holds a Bachelor's degree in Commerce from
Punjab University and is an associate member of the Institute
• Mr. Jagdish Capoor, Mr. Keki Mistry, Mrs. Renu Karnad,
of Chartered Accountants of India. Mr. Aditya Puri has been
M r. Aditya Puri, Mr. Harish Engineer and Mr. Paresh
the Managing Director of the Bank since September 1994. He
Sukthankar are non-independent Directors on the Board.
has about 35 years of banking experience in India and abroad.
• Mr. Arvind Pande, Mr. Ashim Samanta, Mr. Gautam Divan,
Mr. C. M. Vasudev and Dr. Pandit Palande are independent Prior to joining the Bank, Mr. Puri was the Chief Executive
directors on the Board. Officer of Citibank, Malaysia from 1992 to 1994.
Mr. Puri holds 3,37,953 equity shares in the Bank as on
• M r. Keki Mistr y and Mrs. Renu Karnad represent
March 31, 2009.
HDFC Limited on the Board of the Bank.
• The Bank has not entered into any materially significant Mr. Keki Mistry
transactions during the year, which could have a potential Mr. Keki Mistr y holds a Bachelor of Commerce degree in
conflict of interest between the Bank and its promoters, Advanced Accountancy and Auditing and is also a Chartered
directors, management and / or their relatives, etc. other Accountant. He was actively involved in setting up of several
than the transactions entered into in the normal course of HDFC group companies including HDFC Bank. Mr. Mistry has
been deputed on consultancy assignments for the the Audit Committee of HDFC ERGO General Insurance
Commonwealth Development Corporation (CDC) in Thailand, Company Limited and Bosch Limited. She is the Chairperson
Mauritius, Caribbean Islands and Jamaica. He has also worked of the Remuneration Committee of ICI India Limited. She is
as a consultant for the Mauritius Housing Company and Asian also the member of Investment Committee, Compensation
Development Bank. Committee, Compensation-ESOS Committee, Committee of
Directors of GRUH Finance Limited; Customer Service
Mr. Mistry is Vice Chairman & Managing Director of Housing
Development Finance Corporation Limited and Chairman of Committee and Risk Management Committee of HDFC Asset
GRUH Finance Limited. He is also a Director on the Board of Management Company Limited; Remuneration Committee of
HDFC Developers Limited, Shrenuj & Company Limited, Credit Information Bureau (India) Limited and Sparsh BPO
HDFC Standard Life Insurance Co. Ltd, HDFC ERGO General Services Limited; and Investor Grievance Committee,
Insurance Co. Limited, Infrastructure Leasing & Financial Investment Sub-Committee and Property Sub-Committee of
Services Limited, Sun Pharmaceutical Industries Limited, Bosch Limited.
The Great Eastern Shipping Company Limited, NexGen Mrs. Karnad holds 58,924 equity shares in the Bank as on
Publishing Limited, HDFC Asset Management Company Limited, March 31, 2009.
Greatship (India) Limited, Intelenet Global Services Pvt. Ltd.,
Griha Investments-Mauritius, Association of Leasing & Mr. Arvind Pande
Financial Services Companies and India Value Fund Advisors Mr. Arvind Pande holds a Bachelor of Science degree from
Pvt. Limited.
Allahabad University and a B.A. (Hons.) and M.A. (Economics)
Mr. M istr y is the Chairman of the Audit Committee of degree from Cambridge University, U.K. He started his career
HDFC ERGO General Insurance Company Limited, in Indian Administrative Services and has held various
Sun Pharmaceutical Industries Limited and The Great Eastern responsible positions in the Government of India. He was a
Shipping Company Limited. He is member of Audit Committee Joint Secretary to the Prime Minister of India for Economics,
of HDFC Standard Life Insurance Company Limited, Science and Technology issues. Mr. Pande has been a Director,
GRUH Finance Limited, Infrastructure Leasing & Financial Department of Economic Affairs, Ministry of Finance,
Services Limited, HDFC Asset Management Company Limited, Government of India and has dealt with World Bank aided
Shrenuj & Company Limited and Greatship (India) Limited. projects. Mr. Pande has also served on the Board of Steel
He is also a member of Investors Grievance Committee of Authority of India Limited as its Chairman and Chief Executive
Housing Development Finance Corporation Limited, Officer (CEO).
Remuneration Committee and Investment Committee of GRUH
Finance Limited and Share Transfer Committee of Infrastructure Mr. Pande is a Director of Sandhar Technologies Limited, Visa
Leasing & Financial Services Limited. Steel Limited, Era Infra Engineering Limited, Burnpur Cement
Limited, Coal India Limited and Bengal Aerotropolis Projects
Mr. Mistry holds 59,383 equity shares in the Bank as on Limited. He is member of the Audit Committee of Coal India
March 31, 2009. Limited and Visa Steel Limited.
Mrs. Renu Karnad Mr. Pande is liable to retire by rotation and being eligible
Mrs. Renu Karnad is a Law graduate and also holds a Master's offers himself for re-appointment at the ensuing Annual
Degree in Economics from Delhi University. General Meeting.
Mrs. Karnad is the Joint Managing Director of Housing Mr. Pande does not hold equity shares in the Bank as on
Development Finance Corporation Limited and Chairperson March 31, 2009.
of HDFC Realty Limited, HDFC Property Ventures Limited and
Mr. Ashim Samanta
HDFC Sales Private Limited. She is a Director of HDFC Asset
Management Company Limited, GRUH Finance Limited, Mr. Ashim Samanta holds a Bachelor of Commerce degree from
HDFC Venture Capital Limited, Credit Information Bureau University of Bombay and has wide and extensive business
(India) Limited, HDFC ERGO General Insurance Company experience for nearly 29 years. He has vast experience in the
Limited, ICI India Limited, Indraprastha Medical Corporation field of bulk drugs and fine chemicals. He is a Director of
Limited, HDFC Standard Life Insurance Company Limited, Samanta Organics Private Limited, Nautilus Trading & Leasing
Sparsh BPO Services Limited, G4S Corporate Services (India) Private Limited, Ashish Rang Udyog Private Limited, Shakti
Private Limited, Bosch Limited, Mother Dairy Fruits & Cine Studios Private Limited, Samanta Movies Private Limited
Vegetables Private Limited, Feedback Ventures Private Limited, and Shringar Films Ltd. Mr. Samanta has also been engaged
Egyptian Housing Finance Company, Ascendas Pte. Limited, in setting up and running of film mixing, editing and dubbing
Singapore and Transunion LLC, Chicago. Mrs. Karnad is a studio.
member of the Managing Committee of Indian Cancer Society
and Vice Chairperson of the Governing Council of Indraprastha Mr. Samanta is liable to retire by rotation and being eligible
Cancer Society & Research Centre. offers himself for re-appointment at the ensuing Annual
General Meeting.
Mrs. Karnad is Chairperson of the Audit Committee of ICI India
Limited, Credit Information Bureau (India) Limited and Mother M r. Samanta holds 600 equity shares in the Bank as on
Diary Fruits & Vegetables Private Limited. She is a member of March 31, 2009.
Mr. C. M. Vasudev 6 3 2 Nil During the year, stock options granted to Mr. Puri, Mr. Engineer
and Mr. Sukthankar under Employee Stock Option Scheme
Mr. Gautam Divan 7 2 1 1 (ESOP) XIII of the Bank has been approved by the Reserve
Bank of India. The said options have not been vested in them
Dr. Pandit Palande 6 Nil Nil Nil
during the year.
Mr. Harish Engineer 7 Nil Nil Nil The Bank provides for gratuity in the form of lump-sum
payment on retirement or on death while in employment or
Mr. Paresh Sukthankar 7 Nil Nil Nil
on termination of employment of an amount equivalent to
* Till the date of resignation i.e. December 27, 2008. 15 days basic salary payable for each completed year of service.
The Bank makes annual contributions to funds administered
Note : As per Clause-49, the memberships / chairmanships of directors by trustees and managed by insurance companies for amounts
in Audit Committee and Shareholders’ / Investors’ Committee have notified by the said insurance companies. The Bank accounts
been considered. for the liability for future gratuity benefits based on an
ATTENDANCE AT LAST AGM independent external actuarial valuation carried out annually.
All the directors of the Bank except Mr. Vineet Jain attended Perquisites (evaluated as per Income Tax Rules wherever
the previous Annual General Meeting held on June 10, 2008. applicable and at actual cost to the Bank otherwise) such as
the benefit of the Bank’s furnished accommodation, gas,
REMUNERATION OF DIRECTORS electricity, water and furnishings, club fees, personal accident
Mr. Jagdish Capoor, Chairman insurance, use of car and telephone at residence, medical
reimbursement, leave and leave travel concession, provident
During the year, Mr. Jagdish Capoor was paid remuneration of
fund, super annuation and gratuity were provided in
Rs. 12,00,000/-. Mr. Capoor has not availed of the benefit of
accordance with the rules of the Bank in this regard.
Bank’s leased accommodation. Mr. Capoor is also paid sitting
fees for attending Board and Committee meetings. No sitting fees are paid to Mr. Puri, Mr. Engineer and
The remuneration of the Chairman has been approved by Mr. Sukthankar for attending meetings of Board of Directors
the Reserve Bank of India and the shareholders. and/or its Committees.
DETAILS OF REMUNERATION / SIT TING FEES PAID TO d) Reviewing the adequacy of the Audit and Compliance
DIRECTORS functions, including their policies, procedures, techniques
and other regulatory requirements; and
All the non-executive directors other than the Chairman receive
remuneration only by way of sitting fees for each meeting of e) Any other terms of reference as may be included from
the Board and its various Committees. No stock options are time to time in clause 49 of the listing agreement.
granted to any of the non-executive directors.
The Board has also adopted a charter for the Audit Committee
Sitting fees @ Rs. 20,000/- per meeting is paid for attending in connection with certain United States regulatory standards
each meeting of the Board and its various Committees except as the Bank’s securities are also listed on the New York Stock
for Investor Grievance (Share) Committee for which sitting Exchange.
fees @ Rs. 10,000/- for each meeting is paid to the directors. Compensation Committee
The details of sitting fees paid to non-executive directors The Compensation Committee reviews the overall
during the year are as under: compensation structure and policies of the Bank with a view
Name of the Director Sitting Fees (Rs.) to attract, retain and motivate employees, consider grant of
Mr. Jagdish Capoor 5,30,000 stock options to employees, reviewing compensation levels
Mr. Keki Mistry 4,20,000 of the Bank’s employees vis-à-vis other banks and industry in
Mr. Vineet Jain* NIL general.
Mrs. Renu Karnad 3,40,000 The Bank’s compensation policy provides a fair and consistent
Mr. Arvind Pande 5,20,000 basis for motivating and rewarding employees appropriately
Mr. Ashim Samanta 5,20,000
according to their job / role size, performance, contribution,
Mr. C. M. Vasudev 4,20,000
skill and competence.
Mr. Gautam Divan 6,20,000
Dr. Pandit Palande 5,20,000 Mr. Jagdish Capoor, Mr. Ashim Samanta, Mr. Gautam Divan and
* Resigned w.e.f. December 27, 2008. Dr. Pandit Palande are the members of the Committee.
COMPOSITION OF COMMITTEES OF DIRECTORS AND The Committee is chaired by Mr. Jagdish Capoor. All the
ATTENDANCE AT THE MEETINGS members of the Committee other than Mr. Capoor are
independent directors.
The Board has constituted various committees of Directors to
The Committee met 2 (two) times during the year.
take informed decisions in the best interest of the Bank. These
committees monitor the activities falling within their terms of Investor Grievance (Share) Committee
reference. Various committees of the Board were reconstituted
during the year. The Board’s Committees are as follows: The Committee approves and monitors transfer, transmission,
splitting and consolidation of shares and bonds and allotment
Audit and Compliance Committee of shares to the employees pursuant to Employees Stock
The Audit and Compliance Committee of the Bank is chaired Option Scheme. The Committee also monitors redressal of
by Mr. Arvind Pande. The other members of the Committee are complaints from shareholders relating to transfer of shares,
Mr. Ashim Samanta, Mr. C. M. Vasudev, Mr. Gautam Divan and non-receipt of Annual Report, dividends, etc.
Dr. Pandit Palande. All the members of the Committee are The Committee consists of Mr. Jagdish Capoor, Mr. Aditya Puri
independent directors and Mr. Gautam Divan is a Chartered and Mr. Gautam Divan. The Committee is chaired by Mr. Capoor.
Accountant and a financial expert. The powers to approve share transfers and dematerialisation
The Committee met 9 (nine) times during the year. requests have been delegated to executives of the Bank to
expedite the process of share transfers..
The terms of reference of the Audit Committee are in As on March 31, 2009, 41 instruments of transfer representing
accordance with Clause 49 of the Listing Agreement entered
2,312 shares were pending. These have since been processed.
into with the Stock Exchanges in India, and inter alia includes
The details of the transfers are reported to the Board of
the following:
Directors from time to time.
a) Overseeing the Bank’s financial reporting process and During the year under review 197 complaints were received
ensuring correct, adequate and credible disclosure of from the shareholders. All the complaints were attended to
financial information; and as at 31st March 2009 no complaints remained unattended.
b) Recommending appointment and removal of external Besides 10,409 letters were received from the shareholders
auditors and fixing of their fees; relating to change of address, nomination requests,
ECS Mandates, queries relating to annual report,
c) Reviewing with management the annual financial amalgamation, request for revalidation of dividend and
statements before submission to the Board with special
fractional warrants and other investor related matters. These
emphasis on accounting policies and practices, compliance
letters have also been responded to.
with accounting standards and other legal requirements
concerning financial statements; The Committee met 13 (thirteen) times during the year.
Risk Monitoring Committee The members of the Committee are Mr. Arvind Pande, Mr. Ashim
Samanta and Dr. Pandit Palande. The Committee is chaired by
The Committee has been formed as per the guidelines of
Mr. Arvind Pande. All the members of the Committee are
Reserve Bank of India on the Asset Liability Management /
independent directors.
Risk Management Systems. The Committee develops Bank’s
credit and market risk policies and procedures, verifies The Committee met once during the year.
adherence to various risk parameters and prudential limits for
treasury operations and reviews its risk monitoring system. Fraud Monitoring Committee
The Committee also ensures that the Bank’s credit exposure
to any one group or industry does not exceed the internally Pursuant to the directions of the Reserve Bank of India, the
set limits and that the risk is prudentially diversified. Bank has constituted a Fraud Monitoring Committee,
exclusively dedicated to the monitoring and following up of
The Committee consists of Mrs. Renu Karnad, Mr. Aditya Puri cases of fraud involving amounts of Rs.1 crore and above.
Mr. C. M. Vasudev and Mr. Paresh Sukthankar (inducted as The objective of this Committee is the effective detection of
member of the Committee w.e.f. January 14, 2009). frauds and immediate reporting thereof to regulatory and
The Committee is chaired by Mrs. Renu Karnad. enforcement agencies of actions taken against the
The Committee met 6 (six) times during the year. perpetrators of frauds. The terms of reference of the
Committee are as under:
Credit Approval Committee
a. Identify the systemic lacunae, if any, that facilitated
The Credit Approval Committee approves credit exposures, perpetration of the fraud and put in place measures to
which are beyond the powers delegated to executives of the plug the same;
Bank. This facilitates quick response to the needs of the
customers and speedy disbursement of loans. b. Identify the reasons for delay in detection, if any, reporting
to top management of the Bank and RBI;
The Committee consists of Mr. Jagdish Capoor, Mr. Aditya Puri,
Mr. Keki Mistry and Mr. Gautam Divan. The Committee is chaired c. Monitor progress of CBI / Police Investigation and recovery
by Mr. Capoor. position;
The Committee met 7 (seven) times during the year. d. Ensure that staff accountability is examined at all levels in
Premises Committee all the cases of frauds and staff side action, if required, is
completed quickly without loss of time;
The Premises Committee approves purchases and leasing of
premises for the use of Bank ’s branches, back offices, e. Review the efficacy of the remedial action taken to prevent
ATMs and residence of executives in accordance with the recurrence of frauds, such as strengthening of internal
guidelines laid down by the Board. The Committee consists of controls;
Mrs. Renu Karnad, Mr. Aditya Puri, Mr. Ashim Samanta and
Dr. Pandit Palande. The Committee is chaired by Mrs. Renu f. Put in place other measures as may be considered relevant
Karnad. to strengthen preventive measures against frauds;
The Committee met 7 (seven) times during the year. The members of the Committee are Mr. Jagdish Capoor,
M r. Aditya Puri, Mr. Keki M istry, Mr. Ar vind Pande and
Nomination Committee
Mr. Gautam Divan (inducted as member of the Committee w.e.f.
The Bank has constituted a Nomination Committee for January 14, 2009). The Committee is chaired by Mr. Jagdish
recommending the appointment of independent / Capoor. The Committee met 4 (four) times during the year.
non-executive directors on the Board of the Bank. The
Nomination Committee scrutinizes the nominations for Customer Service Committee
independent / non–executive directors with reference to their The Committee monitors the quality of services rendered to
qualifications and experience. For identifying ‘Fit and Proper’ the customers and also ensures implementation of directives
persons, the Committee adopts the following criteria to assess received from RBI in this regard. The terms of reference of the
competency of the persons nominated: Committee are to formulate comprehensive deposit policy
• Academic qualifications, previous experience, track record; incorporating the issues arising out of death of a depositor
and for operations of his account, the product approval process,
the annual survey of depositor satisfaction and the triennial
• Integrity of the candidates. audit of such services.
For assessing the integrity and suitability, features like criminal
The members of the Committee are Mr. Kek i Mistry,
records, financial position, civil actions undertaken to pursue
personal debts, refusal of admission to and expulsion from Mr. Arvind Pande, Dr. Pandit Palande and Mr. Harish Engineer
professional bodies, sanctions applied by regulators or similar (inducted as member of the Committee w.e.f.
bodies and previous questionable business practices are January 14, 2009). The Committee is chaired by Mr. Arvind Pande.
considered. The Committee met 4 (four) times during the year.
• To requisition an extraordinary general meeting of any Meeting Date Venue No. of Special
company by shareholders who collectively hold not less and Time Resolutions
then 1/10th of the total paid-up capital of the company. passed
• To move amendments to resolutions proposed at 13th AGM June 16, Nehru Centre Auditorium, 6
meetings. 2007 at Discovery of India Building,
• To receive dividend and other corporate benefits like 11:00 a.m. Worli, Mumbai 400 018
rights, bonus shares, etc. as and when declared / 12th AGM May 30, Birla Matushri Sabhagar, 1
announced. 2006 at 19, New Marine Lines,
• To inspect various registers of the company, minute books 3.30 p.m. Mumbai 400 020
of general meetings and to receive copies thereof after POSTAL BALLOT
complying with the procedure prescribed in the Companies
Act, 1956. During the year under review, no resolutions were passed
through postal ballot.
• To appoint or remove director(s) and auditor(s) and thus
participate in the management through them. DISCLOSURES
1. During the year, the Bank has not entered into any
• To proceed against the company by way of civil or criminal
materially significant transactions, which could have a
proceedings.
potential conflict of interest between the Bank and its
• To apply for the winding-up of the company. promoters, directors, management and/ or their relatives,
• To receive the residual proceeds upon winding up of a etc. other than the transactions entered into in the
company. normal course of business. Details of related party
• To make nomination in respect of shares held by them. transactions entered into in the normal course of
business are given in Schedule 18 Note No. 25 forming
The rights mentioned above are prescribed in the Companies part of ‘Notes to Accounts’.
Act, 1956 and Banking Regulation Act, 1949, wherever
applicable, and should be followed only after careful reading 2. During the year 2008-09, Securities and Exchange Board
of the relevant sections. These rights are not necessarily of India and National Securities Depository Limited have
absolute. levied penalties on the Bank. Penalties or strictures
imposed on the Bank by any of the Stock Exchanges or
PROMOTERS’ RIGHTS any statutory authority for any non-compliance on any
The Memorandum and Articles of Association of the Bank matter relating to capital markets, during the last three
provides the following rights to HDFC Limited, promoter of years are detailed below.
the Bank: A) 2008-09
The Board shall appoint non-retiring Directors from During the year 2008-09, National Securities Depository
amongst the Directors nominated by HDFC Limited with the Limited (NSDL) imposed a penalty of Rs. 2,45,750/-
approval of shareholders, so long as HDFC Limited and its for DP IDs of erstwhile Centurion Bank of Punjab (eCBOP)
subsidiaries, singly or jointly hold not less than 20% of the for the following reasons:
paid-up share capital of the Bank.
• Rs. 2,21,750/- imposed on account of Non compliance
HDFC Limited shall nominate either a part-time Chairman with NCFM guidelines issued by NSDL.
and the Managing Director or a full time Chairman, with
• Rs. 19,000/- imposed on account of incorrect PAN
the approval of the Board and the shareholders so long as
updations for certain depository clients
HDFC Limited and its subsidiaries, singly or jointly hold not
less than 20% of the paid-up share capital of the Bank. • Rs. 5000/- imposed on account of Non compliance
observed during NSDL audit visit - Two cases were
For detailed provisions, kindly refer to the Memorandum
observed wherein slips reported lost / misplaced by
and Articles of Association of the Bank, which are available
the clients were not blocked in the back office.
on the web-site of the Bank at www.hdfcbank.com.
SEBI vide its order dated 22.11.2006, has intimated
GENERAL BODY MEETINGS
appointment of Enquiry Officer and continuation of enquiry
(During previous three financial years) proceedings in the matter of IPO irregularities. Bank vide
its application for consent dated 14.07.2008 requested for
Meeting Date Venue No. of Special
settlement of the said case. SEBI vide its consent order
and Time Resolutions dated 22.12.2008 disposed off the enquiry proceedings
passed against the Bank in the referred matter against payment
14th AGM June 10, Birla Matushri Sabhagar, None of settlement amount of Rs. 1,00,000/
2008 at 19, New Marine Lines, Bank has filed similar application on 14.07.2008 for consent
3.00 p.m. Mumbai 400 020 in case of enquiry proceedings pending against eCBOP
EGM March 27, Birla Matushri Sabhagar, 3 which is under process.
2008 at 19, New Marine Lines, No penalties have, however, been levied by the Reserve
2.30 p.m. Mumbai 400 020 Bank of India during the year 2008 - 09.
SHAREHOLDERS HOLDING MORE THAN 1% OF THE SHARE CAPITAL OF THE BANK AS AT MARCH 31, 2009
Sr. No. Name of the Shareholder No. of shares held % to share capital
1 JP Morgan Chase Bank ( Depository for ADS) * 7,52,84,754 17.70
2 Housing Development Finance Corporation Limited 5,24,42,000 12.33
3 Life Insurance Corporation Of India 3,18,97,784 7.50
4 HDFC Investments Limited 3,00,00,000 7.05
5 ICICI Prudential Life Insurance Company Ltd 1,50,40,126 3.54
6 DBS Bank Ltd 1,16,20,886 2.73
7 Euro Pacific Growth Fund 59,21,258 1.39
8 Deutsche Bank Trust Company Americas ( Depository for GDRs)** 58,15,069 1.37
9 JP Morgan Asset Management (Europe) SARL a/c Flagship Indian 43,04,758 1.01
Investment Company (Mauritius) Limited
* One ( 1 ) ADS represents Three ( 3 ) underlying equity shares
** Two ( 2 ) GDRs represent One ( 1 ) underlying equity share
Erstwhile Centurion Bank of Punjab Limited (eCBOP) had To maintain the promoter group shareholding in the Bank,
its Global Depository Receipts (GDRs) listed on the the shareholders, on March 27, 2008, accorded their consent
Luxembourg Stock Exchange. Consequent to the
to issue warrants convertible into equity shares (1 warrant is
amalgamation of eCBOP with the Bank, the Bank issued
underlying equity shares to the GDR holders of the eCBOP convertible into 1 equity share of Rs.10/- each) to HDFC Limited
pursuant to the Scheme of Amalgamation. Effective and/or other promoter group companies. Pursuant to the said
Fe b r u a r y 1 7 , 2 0 0 9 , t h e G D R s o f B a n k ( Tw o G D R s consent the Bank issued 2,62,00,220 warrants convertible into
representing one underlying equity share of Rs. 10/- each equity shares to HDFC Limited on a preferential basis on
of the Bank) got listed on the official list of the June 3, 2008.
Luxembourg Stock Exchange.
The warrants are required to be exercised within a period
The monthly high and low quotation of the Bank’s Global
of 18 months from the date of its issue i.e. on or before
Depository Receipts (GDRs) traded on Luxembourg Stock
December 2, 2009.
Exchange are as under:
February 2009 9.37 8.44 All the Directors and senior management personnel have
affirmed compliance with the Code of Conduct / Ethics as
March 2009 9.87 7.58 approved and adopted by the Board of Directors.
LISTING
The equity shares of the Bank are listed at the following Stock Exchanges and the annual fees for 2008-09 have been paid:
1. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 023 500180
2. The National Stock Exchange of India Ltd, Exchange Plaza, 5th Floor, Bandra Kurla Complex, HDFCBANK
Bandra, Mumbai 400 051
• National Securities Depository Limited (NSDL) • Central Depositories Services (India) Limited (CDSL) (ISIN INE040A01018)
International Listing:
Sr. Security description Name & Address of the Name & Address of
No. Stock Exchange Depository
1 The American Depository The New York Stock Exchange J P Morgan Chase Bank, N.A.4, New York
shares (ADS) (CUIP No. 40415F101) (Ticker – HDB)11, Wall Street, Plaza, 13th Floor,
New York, N.Y. 11005 New York, NY 10004
Mailing Address :
B.P. 165, L – 2011, Luxembourg
The Depository for ADS and GDRs are represented in India by ICICI Bank Ltd, Bandra Kurla Complex, Mumbai - 400051.
FINANCIAL CALENDAR
[April 1, 2009 to March 31, 2010]
Book closure June 24, 2009 to July 14, 2009 (both days inclusive)
Last date of receipt of proxy forms July 11, 2009 (up to 1:00 p.m.)
th
Date, Time and Venue of 15 AGM July 14, 2009; 2:30 p.m. Ravindra Natya Mandir,
Sayani Road, Prabhadevi, Mumbai 400 025
Unaudited results for first 3 quarters of FY 2009-10 Within 30 days of the end of each quarter.
BANKING CUSTOMER HELPDESK For downloading the complaint form, one can visit the
domain(s) namely; “Grievance Redressal” and subsequently “Fill
In the event of any queries / grievances, banking customers
up the Complaint Form” available at the following website
can directly approach the Branch Manager or can call/write to
link:
the Bank using the following contact details.
http://www.hdfcbank.com/common/customer_center.htm
Call at: 1800 22 40 60 (Toll-free number accessible through
BSNL / MTNL landline) COMPLIANCE CERTIFICATE OF THE AUDITORS
Timings: Mon to Fri - 8.00 a.m. to 8.00 p.m. The Statutory Auditors have certified that the Bank has
Sat. & Sun. - 8.00 a.m. to 4.00 p.m. complied with the conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with the Stock
Write to:
Exchanges and the same is annexed to the Annual Report.
Grievance Redressal Cell, HDFC Bank Ltd,
The Certificate from the Statutory Auditors will be sent to the
Old Bldg; “C” Wing’ 3rd floor
Stock Exchanges along with the Annual Report of the Bank.
26-A Narayan Properties, Chandivali Farm Rd,
Off Saki Vihar Road, Chandivali, On behalf of the Board of Directors
Andheri (East), Mumbai 400 072.
Jagdish Capoor
Email: customer_service@hdfcbank.com
Mumbai, April 23, 2009 Chairman
I confirm that for the year under review, all directors and senior management have affirmed their adherence to the
provisions of the Code of Conduct.
Aditya Puri
Managing Director