| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
| 1 | ||||
| 2 | ||||
| 3 | ||||
| 36 | ||||
| 66 | ||||
| 67 | ||||
| 72 | ||||
| 79 | ||||
| 80 | ||||
| 83 | ||||
| 91 | ||||
| 120 | ||||
| 142 | ||||
| 143 | ||||
| 145 | ||||
| 151 | ||||
| 190 | ||||
| 192 | ||||
| 196 | ||||
| 197 | ||||
| 198 | ||||
| Item Caption |
Location |
|||||
| Part I |
||||||
| Item 1 | Identity of Directors, Senior Management and Advisors | Not Applicable |
||||
| Item 2 | Offer Statistics and Expected Timetable | Not Applicable |
||||
| Item 3 | Key Information | Exchange Rates and Certain Defined Terms |
1 | |||
| Risk Factors |
36 | |||||
| Selected Financial and Other Data |
80 | |||||
| Item 4 | Information on the Company | Business |
3 | |||
| Selected Statistical Information |
83 | |||||
| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
91 | |||||
| Principal Shareholders |
142 | |||||
| Related Party Transactions |
143 | |||||
| Supervision and Regulation |
151 | |||||
| Item 5 | Operating and Financial Review and Prospects | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
91 | |||
| Item 6 | Directors, Senior Management and Employees | Business—Employees |
30 | |||
| Management |
120 | |||||
| Principal Shareholders |
142 | |||||
| Item 7 | Major Shareholders and Related Party Transactions | Principal Shareholders |
142 | |||
| Management—Loans to Members of Our Senior Management |
134 | |||||
| Related Party Transactions |
143 | |||||
| Item 8 | Financial Information | Report of Independent Registered Public Accounting Firms |
F-2 | |||
| Consolidated Financial Statements and the Notes thereto |
F-5 | |||||
| Business—Legal Proceedings |
31 | |||||
| Item 9 | The Offer and Listing | Certain Information About Our American Depositary Share and Equity Shares |
66 | |||
| Restrictions on Foreign Ownership of Indian Securities |
192 | |||||
| Item 10 | Additional Information | Management |
120 | |||
| Description of Equity Shares |
67 | |||||
| Dividend Policy |
79 | |||||
| Taxation |
145 | |||||
| Supervision and Regulation |
151 | |||||
| Exchange Controls |
190 | |||||
| Restrictions on Foreign Ownership of Indian Securities |
192 | |||||
| Additional Information |
196 | |||||
| Item Caption |
Location |
|||||||
| Item 11 | Quantitative and Qualitative Disclosures About Market Risk | Business—Risk Management |
23 | |||||
| Selected Statistical Information |
83 | |||||||
| Item 12 | Description of Securities Other than Equity Securities | Not Applicable |
||||||
| Item 12D | ADSs fee disclosure | Description of American Depositary Shares—Fees and Charges for Holders of American Depositary Shares |
75 | |||||
| Part II |
||||||||
| Item 13 | Defaults, Dividend Arrearages and Delinquencies | Not Applicable |
||||||
| Item 14 | Material Modifications to the Rights of Security Holders and Use of Proceeds |
Not Applicable |
||||||
| Item 15 | Controls and Procedures | Management—Controls and Procedures |
135 | |||||
| Management’s Report on Internal Control Over Financial Reporting |
197 | |||||||
| Report of Independent Registered Public Accounting Firm—Internal Controls Over Financial Reporting |
198 | |||||||
| Item 16A | Audit Committee Financial Expert | Management—Audit Committee Financial Expert |
136 | |||||
| Item 16B | Code of Ethics | Management—Code of Ethics |
136 | |||||
| Item 16C | Principal Accountant Fees and Services | Management—Principal Accountant Fees and Services |
136 | |||||
| Item 16D | Exemption from the Listing Standards for Audit Committees | Not Applicable |
||||||
| Item 16E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | Not Applicable |
||||||
| Item 16F | Changes in or disagreements with accountants | Not Applicable |
||||||
| Item 16G | Significant Differences in Corporate Governance Practices | Management—Compliance with NYSE Listing Standards on Corporate Governance |
137 | |||||
| Item 16H | Mine Safety Disclosure | Not Applicable |
||||||
| • | Vyapar: Digital onboarding of merchants for payment acceptance and servicing of banking transactions for the merchant community (Live); |
| • | Xpress Car Loans: Anytime-anywhere digital auto loans with seamless connectivity to multiple platforms and loan disbursement within 30 minutes; |
| • | PayZapp 2.0: Enhanced experience for app-customers to onboard and auto-link HDFC Bank cards, to manage the wallet and limits, and to display transactions via a rich user interface; |
| • | Wealth App: A new wealth management app with client-self-profiling, goal setting, mutual fund order execution and portfolio re-balancing; |
| • | SME Customer Experience Transformation: New technology to support scaled-up business volumes and enhance the entire SME customer experience across commercial and retail business lines; and |
| • | Biz Express: A new web portal for SME segments covering digital on-boarding, managing their multiple accounts, making payments with hierarchy, raising GST; compliant invoices for payment, multiple collection modes, raising service requests online, etc. |
| 1. | Implementation of a Landing Zone for Hyperscalers |
| 2. | Capacity Upgrades |
| • | NetBanking and MobileBanking being scaled up to cater to 90,000 concurrent users. |
| • | The foundations of the banking platform being upgraded along with the modernization of more than 300 services. This enhances our scalability and capacity to cater to cater more than three times the number of Unified Payments Interface (“UPI”) transactions. Successfully managing over 2.3 million UPI transactions per hour, we are ranked among the top players in India as published in National Payments Corporation of India’s (“NPCI”) UPI performance metrics dashboard. Our average customer uptime has increased to 99.94 percent through lower technical declines in fiscal year 2022. |
| 3. | DR & Resiliency |
| • | Reduction of the recovery time objective (“RTO”) for key applications to 40-60 minutes, which has been completed for 56 key applications; |
| • | Deep automation to improve configuration drift management between primary and DR sites; |
| • | Enrichment of existing automation tools for DR to cover all DR scenarios and reduce the RTO time further; and |
| • | Refactoring key applications into an “Hot DR”/“Active-Active” design. |
| 4. | Migration of the primary data center |
| 5. | Technology Obsolescence Management |
Years ended March 31, |
||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||
(in millions, except percentages) |
||||||||||||||||||||||||||||
| Retail banking |
Rs.540,456.5 | 80.2 | % | Rs.567,389.2 | 72.5 | % | Rs.640,670.1 | US$ | 8,444.2 | 71.8 | % | |||||||||||||||||
| Wholesale banking |
126,677.3 | 18.8 | % | 198,576.0 | 25.4 | % | 235,811.3 | 3,108.1 | 26.4 | % | ||||||||||||||||||
| Treasury operations |
6,990.7 | 1.0 | % | 16,463.6 | 2.1 | % | 15,952.8 | 210.3 | 1.8 | % | ||||||||||||||||||
| Net revenue |
Rs.674,124.5 | 100.0 | % | Rs.782,428.8 | 100.0 | % | Rs.892,434.2 | US$ | 11,762.6 | 100.0 | % | |||||||||||||||||
At March 31, 2022 Value |
% of Total Value |
|||||||||||
(in millions) |
||||||||||||
| Retail Assets: |
||||||||||||
| Auto loans |
Rs.1,042,793.0 | US$ | 13,744.5 | 11.2 | ||||||||
| Personal loans/Credit cards |
2,341,971.8 | 30,868.2 | 25.2 | |||||||||
| Retail business banking |
2,617,087.1 | 34,494.4 | 28.1 | |||||||||
| Commercial vehicle and construction equipment finance |
951,066.0 | 12,535.5 | 10.2 | |||||||||
| Housing loans |
830,882.4 | 10,951.4 | 8.9 | |||||||||
| Other retail loans |
1,526,734.4 | 20,122.9 | 16.4 | |||||||||
| Total retail loans |
Rs.9,310,534.7 | US$ | 122,716.9 | 100.0 | ||||||||
At March 31, 2022 |
||||||||||||
Value (in millions) |
% of total |
|||||||||||
| Savings |
Rs.5,008,100.3 | US$ | 66,009.0 | 39.6 | ||||||||
| Current |
1,556,279.5 | 20,512.4 | 12.3 | |||||||||
| Time |
6,071,527.5 | 80,025.4 | 48.1 | |||||||||
| Total |
Rs.12,635,907.3 | US$ | 166,546.8 | 100.0 | ||||||||
| • | Savings accounts, which are demand deposits, primarily for individuals and trusts. |
| • | Current accounts, which are non-interest-bearing accounts designed primarily for business customers. Customers have a choice to select from a wide range of product offerings which are differentiated by basis minimum average quarterly account balance requirements and the nature of the transactions. |
| • | Time deposits, which pay a fixed return over a predetermined time period. |
As of March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(in millions) |
||||||||||||||||
| Gross commercial loans |
Rs. | 3,583,055.2 | Rs. | 4,214,885.3 | Rs. | 5,099,009.3 | US$ | 67,207.2 | ||||||||
| Credit substitutes: |
||||||||||||||||
| Commercial paper |
Rs. | 124,393.4 | Rs. | 9,804.1 | Rs. | 1,468.2 | US$ | 19.4 | ||||||||
| Non-convertible debentures |
237,980.3 | 537,472.8 | 581,551.5 | 7,665.1 | ||||||||||||
| Preferred shares |
— | — | 0.5 | 0.0 | ||||||||||||
| Total credit substitutes |
Rs. | 362,373.7 | Rs. | 547,276.9 | Rs. | 583,020.2 | US$ | 7,684.5 | ||||||||
| Gross commercial loans plus credit substitutes |
Rs. | 3,945,428.9 | Rs. | 4,762,162.2 | Rs. | 5,682,029.5 | US$ | 74,891.7 | ||||||||
As of March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(in millions) |
||||||||||||||||
| Bill collection |
Rs. | 6,039,408.6 | Rs. | 5,863,622.6 | Rs. | 8,826,470.0 | US$ | 116,336.8 | ||||||||
| Documentary credits |
1,753,159.7 | 1,410,029.3 | 2,543,661.3 | 33,526.6 | ||||||||||||
| Bank guarantees |
303,348.0 | 420,229.2 | 455,008.5 | 5,997.2 | ||||||||||||
| Total |
Rs. | 8,095,916.3 | Rs. | 7,693,881.1 | Rs. | 11,825,139.8 | US$ | 155,860.5 | ||||||||
As of March 31, |
||||||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||||||||||||||||||
Notional |
Fair Value |
Notional |
Fair Value |
Notional |
Fair Value |
Notional |
Fair Value |
|||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||
| Interest rate swaps and forward rate agreements |
Rs.1,545,303.1 | Rs.1,404.5 | Rs.1,684,294.2 | Rs. | 785.5 | Rs.3,163,571.7 | Rs. | 2,253.9 | US$ | 41,697.3 | US$ | 29.7 | ||||||||||||||||||||
| Forward exchange contracts, currency swaps, currency options |
Rs.1,309,254.8 | Rs.7,532.1 | Rs.1,490,543.6 | Rs. | 4,275.8 | Rs.1,892,709.0 | Rs. | (12,243.4) | US$ | 24,946.7 | US$ | (161.4 | ) | |||||||||||||||||||
As of March 31, |
||||||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||||||||||||||||||
Notional |
Fair Value |
Notional |
Fair Value |
Notional |
Fair Value |
Notional |
Fair Value |
|||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||
| Interest rate swaps and forward rate agreements |
Rs. | 2,099,192.7 | Rs. | (3,504.6 | ) | Rs. | 1,492,003.7 | Rs. | (2,256.4 | ) | Rs. | 2,029,651.4 | Rs. | 225.1 | US$ | 26,751.8 | US$ | 3.0 | ||||||||||||||
| Forward exchange contracts, currency swaps, currency options |
Rs. | 5,276,918.2 | Rs. | 322.6 | Rs. | 3,913,667.3 | Rs. | (278.2 | ) | Rs. | 5,402,291.4 | Rs. | 15,147.5 | US$ | 71,204.6 | US$ | 199.7 | |||||||||||||||
| (a) | Borrower/business group Supervision and Regulation—Large Exposures Framework |
| (b) | Industry non-fund-based exposures are aggregated. Retail advances are exempt from this exposure limit. |
| (c) | Risk grading non-funded exposure (excluding retail assets) specific to each risk rating category at the portfolio level. |
| (a) | Central Credit Program Unit |
| (b) | Retail Underwriting |
| (c) | Credit Intelligence and Control inter alia |
| (d) | Retail Collections Unit |
| 1. | to review and recommend for Board approval the liquidity and interest rate risk policies and behavioral studies or any other amendment thereto; and |
| 2. | to ratify excess utilization of Board-approved limits except where delegated to the ALCO. |
| • | product pricing for deposits and customer advances; |
| • | deciding the desired maturity profile and mix of incremental assets and liabilities; |
| • | articulating the Bank’s interest rate view and deciding on its future business strategy; |
| • | reviewing and articulating funding strategy and deciding on source and mix of liabilities or sale of assets; |
| • | ensuring adherence to the liquidity and interest rate risk limits set by the Board and ratification of utilization, wherever applicable; |
| • | determining the structure, responsibilities and controls for managing liquidity and interest rate risk and overseeing the liquidity positions of the Bank level (including domestic and overseas branches) and reviewing liquidity risk and interest rate risk in banking book positions at the group level (including the Bank and its subsidiaries); |
| • | ensuring adequate representation of risk management function on ALCO to adhere with operational independence of liquidity management and risk monitoring; |
| • | reviewing ALM stress test results and ensuring that a well-documented contingency funding plan is in place; |
| • | deciding on the transfer pricing policy of the Bank and considering liquidity costs and benefits an integral part of the Bank’s strategic planning; and |
| • | regularly reporting to the Board on the ALM risk profile of the Bank through ALCO minutes. |
| • | Earnings Perspective (impact on net interest income) |
| • | Economic Value Perspective (impact on market value of equity) |
| • | Business, operations, support & other functions: These functions are primarily responsible for the implementation of sound risk management practices (including cost-benefit analyses) in the day-to-day |
| • | Operational risk management department: ORMD is responsible for implementing the operational risk management framework across the Bank. The department designs and develops tools required for implementing the framework, including policies and processes, and guidelines towards implementation and is also responsible for the maintenance of the framework. ORMD represents the second line of defense against operational risk; and |
| • | Internal audit department: Internal audit is the third line of defense in mitigating operational risk exposures. Internal audit evaluates the adequacy and effectiveness of the internal control systems and procedures in the risk management functions, as well as across the various business and support units of the Bank. |
| • | risk control self-assessment, to identify high-risk areas so the Bank can initiate timely remedial measures. This assessment is conducted annually to update senior management of the risk level across the Bank; |
| • | key risk indicators that are derived from various factors to provide an early warning of, or to monitor, the increasing risk or control failures in an activity. As these indicators are quantifiable, they can be measured continuously to identify trends in values; |
| • | loss data maintenance to establish the Bank’s process of recognizing, recording and mitigating operational losses. Units or functions accounting loss data are required to report every operational risk loss data in a timely manner to ORMD. Operational losses experienced by the units are followed up by the respective control functions for initiation of mitigative measures as applicable; |
| • | annual scenario analysis to derive information on hypothetical severe loss situations. The Bank uses this information for risk management purposes, as well as for analyzing the possible financial impact; and |
| • | periodic reporting on risk assessment and monitoring to the line as well as to senior management to enable them to take timely action. |
1. |
Economic and Political Risks |
• |
A slowdown in economic growth in India would cause us to experience slower growth in our asset portfolio and deterioration in the quality of our assets. |
• |
Our business is particularly vulnerable to interest rate risk, and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our treasury income and our financial performance. |
• |
Financial and political instability in other countries may cause increased volatility in the Indian financial market. |
• |
Our and our customers’ exposure to fluctuations in foreign currency exchange rates could adversely affect our operating results. |
• |
We may not adequately assess, monitor and manage risks inherent in our business, and any failure to manage risks could adversely affect our business, financial position or results of operations. |
• |
In order to support and grow our business, we must maintain a minimum capital adequacy ratio, and a lack of access to the capital markets may prevent us from maintaining an adequate ratio. |
• |
We rely on third parties, including service providers, overseas correspondent banks and other Indian banks, who may not perform their obligations satisfactorily or in compliance with the law. |
2. |
Risks Relating to Our Business |
• |
If we are unable to manage our growth, our operations may suffer and our performance may decline. |
• |
Our success depends in large part upon our management team and skilled personnel and our ability to attract and retain such persons. |
• |
Our funding is primarily short and medium term, and if depositors do not roll over deposited funds upon maturity, our net income may decrease. |
• |
Any increase in interest rates would have an adverse effect on the value of our fixed income securities portfolio and could have a material adverse effect on our net income. |
• |
We could experience a decline in our revenue generated from activities on the equity markets if there is a prolonged or significant downturn on the Indian stock exchanges, and we may face difficulties in getting regulatory approvals necessary to conduct our business if we fail to meet regulatory limits on capital market exposures. |
• |
Any failure or material weakness of our internal control system could cause significant errors, which may have a materially adverse effect on our reputation, business, financial position or results of operations. |
• |
Significant fraud, system failure or calamities would disrupt our revenue-generating activities in the short term and could harm our reputation and adversely impact our revenue-generating capabilities. |
• |
We may not successfully implement our sustainability strategies or satisfy our ESG commitments, or our performance may not meet investor or other stakeholder expectations or standards, which could adversely impact our reputation, access to capital, business and financial condition. |
• |
We are subject to climate change-related risks, including the physical risks of severe weather and water scarcity, as well as the risks of transitioning to a low carbon economy, which could have a significant negative impact on our industry, business and results of operations. |
• |
Negative publicity could damage our reputation and adversely impact our business and financial results. |
• |
Many of our branches have been recently added to our branch network and are not operating with the same efficiency as compared to the rest of our existing branches, which adversely affects our profitability. |
• |
Deficiencies in accuracy and completeness of information about customers and counterparties may adversely impact us. |
• |
We present our financial information differently in other markets or in certain reporting contexts. |
• |
Statistical, industry and financial data obtained from industry publications and other third-party sources may be incomplete or unreliable. |
• |
We may be unable to fully capture the expected value from acquisitions, which could materially and adversely affect our business, results of operations and financial condition. |
3. |
Credit Risks |
• |
If the level of non-performing loans in our portfolio increases, we will be required to increase our provisions, which would negatively impact our income. |
• |
We have high concentrations of exposures to certain customers and sectors, and if any of these exposures were to become non-performing, the quality of our portfolio could be adversely affected and our ability to meet capital requirements could be jeopardized. |
• |
We are required to undertake directed lending under RBI guidelines. Consequently, we may experience a higher level of non-performing loans in our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our business and the price of our equity shares and ADSs. Further, in the case of any shortfall in complying with these requirements, we may be required to invest in deposits of Indian development banks as directed by the RBI. These deposits yield low returns, thereby impacting our profitability. |
• |
We may be unable to foreclose on collateral in a timely fashion or at all when borrowers default on their obligations to us, or the value of collateral may decrease, any of which may result in failure to recover the expected value of collateral security, increased losses and a decline in net income. |
• |
Our unsecured loan portfolio is not supported by any collateral that could help ensure repayment of the loan, and in the event of non-payment by a borrower of one of these loans, we may be unable to collect the unpaid balance. |
4. |
Risks Relating to Our Industry |
• |
RBI guidelines relating to ownership in private banks could discourage or prevent a change of control or other business combination involving us, such as with HDFC Limited, which could restrict the growth of our business and operations. |
• |
Foreign investment in our shares may be restricted due to regulations governing aggregate foreign investment in the Bank’s paid-up equity share capital. |
• |
Further competition and the development of advanced payment systems by our competitors would adversely impact our cash float and decrease fees we receive in connection with cash management services. |
• |
Our business is highly competitive, which makes it challenging for us to offer competitive prices to retain existing customers and solicit new business, and our strategy depends on our ability to compete effectively. |
• |
We may face increased competition as a result of revised guidelines that relax restrictions on foreign ownership and participation in the Indian banking industry, and the entry of new banks in the private sector, which could cause us to lose existing business or be unable to compete effectively for new business. |
• |
If the goodwill recorded in connection with our acquisitions becomes impaired, we may be required to record impairment charges, which would decrease our net income and total assets. |
5. |
Risks Relating to Our Ownership Structure and the Proposed Transaction |
• |
The Scheme with HDFC Limited is subject to a number of conditions, some of which are outside of the parties’ control, and, if these conditions are not satisfied, the Scheme may be terminated and the Proposed Transaction may not be completed. |
• |
Uncertainty about the Proposed Transaction may adversely affect the relationships of the parties with their respective investors, customers, business partners and employees, whether or not the Proposed Transaction is completed. |
• |
The Scheme with HDFC Limited may be more difficult, costly or time-consuming than expected, and implementation may fail to realize the anticipated benefits of the merger and will expose us to incremental regulatory requirements. |
• |
HDFC Limited holds a significant percentage of our share capital and can exercise influence over board decisions that could directly or indirectly favor the interests of HDFC Limited over our interests. |
• |
We may face conflicts of interest relating to our promoter and principal shareholder, HDFC Limited, which could cause us to forgo business opportunities and consequently have an adverse effect on our financial performance. |
• |
HDFC Limited may prevent us from using the HDFC Bank brand if they reduce their shareholding in us to below 5 percent. |
6. |
Legal and Regulatory Risks |
• |
We have previously been subject to penalties imposed by the RBI. Any regulatory investigations, fines, sanctions and requirements relating to conduct of business and financial crime could negatively affect our business and financial results, or cause serious reputational harm. |
• |
Transactions with counterparties in countries designated as state sponsors of terrorism by the United States Department of State, the Government of India or other countries, or with persons targeted by United States, Indian, EU or other economic sanctions may cause potential customers and investors to avoid doing business with us or investing in our securities, harm our reputation or result in regulatory action which could materially and adversely affect our business. |
• |
Material changes in Indian banking regulations may adversely affect our business and our future financial performance. |
• |
Our business and financial results could be impacted materially by adverse results in legal proceedings. |
• |
We may breach third-party intellectual property rights. |
7. |
Technology Risks |
• |
We face cyber threats, such as hacking, phishing and trojans, attempting to exploit our network to disrupt services to customers and/or theft or leaking of sensitive internal Bank data or customer information. This may cause damage to our reputation and adversely impact our business and financial results. |
| • | A failure, inadequacy or security breach in our information technology and telecommunication systems may adversely affect our business, results of operation or financial condition. |
8. |
Risks Relating to India |
• |
Any adverse change in India’s credit rating, or the credit rating of any country in which our foreign banking outlets are located, by an international rating agency could adversely affect our business and profitability. |
• |
If there is any change in tax laws or regulations, or their interpretation, such changes may significantly affect our financial statements for the current and future years, which may have a material adverse effect on our financial position, business and results of operations. |
• |
Any volatility in the exchange rate may lead to a decline in India’s foreign exchange reserves and may affect liquidity and interest rates in the Indian economy, which could adversely impact us. |
• |
Political instability or changes in the Government could delay the liberalization of the Indian economy and adversely affect economic conditions in India generally, which would impact the Bank’s financial results and prospects. |
• |
Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries would negatively affect the Indian market where our shares trade and lead to a loss of confidence and impair travel, which could reduce our customers’ appetite for our products and services. |
• |
Natural calamities, including those exacerbated by climate change, and public health epidemics could adversely affect the Indian economy or the economies of other countries where we operate and, in turn, negatively impact our business and the price of our equity shares and ADSs. |
| • | The COVID-19 pandemic or similar public health crises may have a material adverse effect on our business, financial condition and results of operation |
• |
Investors may have difficulty enforcing foreign judgments in India against the Bank or its management. |
9. |
Risks Relating to the ADSs and Equity Shares |
| • | Historically, our ADSs have traded at a premium to the trading prices of our underlying equity shares, a situation which may not continue. |
| • | Investors in ADSs will not be able to vote. |
| • | Your ability to withdraw equity shares from the depositary facility is uncertain and may be subject to delays. |
| • | Restrictions on deposit of equity shares in the depositary facility could adversely affect the price of our ADSs. |
| • | There is a limited market for the ADSs. |
| • | Conditions in the Indian securities market may affect the price or liquidity of our equity shares and ADSs. |
| • | Settlement of trades of equity shares on Indian stock exchanges may be subject to delays. |
| • | You may be subject to Indian taxes arising out of capital gains. |
| • | You may be unable to exercise preemptive rights available to other shareholders. |
| • | Financial difficulty and other problems in certain financial institutions in India could adversely affect our business and the price of our equity shares and ADSs. |
| • | Because the equity shares underlying our ADSs are quoted in rupees in India, you may be subject to potential losses arising out of exchange rate risk on the Indian rupee and risks associated with the conversion of rupee proceeds into foreign currency. |
| • | There may be less information available on Indian securities markets than securities markets in developed countries. |
| • | HDFC Limited’s significant holdings could have an effect on the trading price of our equity shares and ADSs. |
| • | Investors may be subject to Indian taxes arising out of capital gains on the sale of equity shares. |
| • | Future issuances or sales of equity shares and ADSs could significantly affect the trading price of our equity shares and ADSs. |
| • | Foreign Account Tax Compliance Act withholding may affect payments on our equity shares and ADSs. |
| • | recruiting, training and retaining sufficient skilled personnel; |
| • | upgrading, expanding and securing our technology platform; |
| • | developing and improving our products and delivery channels; |
| • | preserving our asset quality as our geographical presence increases and customer profile changes; |
| • | complying with regulatory requirements such as the KYC norms; and |
| • | maintaining high levels of customer satisfaction. |
| (i) | In the case of individuals and non-financial entities (other than promoters/a promoter group), 10 percent of the paid-up capital. However, in the case of promoters being individuals and non-financial entities in existing banks, the permitted promoter/promoter group shareholding shall be as prescribed under the February 2013 guidelines, i.e. |
| (ii) | In the case of entities from the financial sector, other than regulated or diversified or listed, 15 percent of the paid-up capital. |
| (iii) | In the case of “regulated, well diversified, listed entities from the financial sector” shareholding by supranational institutions, public sector undertaking or governments, up to 40 percent of the paid-up capital is permitted for both promoters/a promoter group and non-promoters. |
| • | the United States dollar equivalent of the Indian rupee trading price of our equity shares in India and, indirectly, the United States dollar trading price of our ADSs in the United States; |
| • | the United States dollar equivalent of the proceeds that you would receive upon the sale in India of any equity shares that you withdraw from the depositary; and |
| • | the United States dollar equivalent of cash dividends, if any, paid in Indian rupees on the equity shares represented by our ADSs. |
| • | the right, exercisable by the shareholders of record, to renounce the shares offered in favor of any other person; |
| • | the number of shares offered; and |
| • | the period of the offer, which may not be less than 15 days from the date of the offer and shall not exceed 30 days. If the offer is not accepted, it is deemed to have been declined. |
| • | sell the rights, if practicable, and distribute the net proceeds as cash. |
| • | if it is not practicable to sell the rights, allow the rights to lapse, in which case ADR holders will receive nothing. |
| • | distribute such securities or property in any manner it deems equitable and practicable; or |
| • | to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash. |
| • | temporary delays caused by closing the Bank’s transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends; |
| • | the payment of fees, taxes and similar charges; or |
| • | compliance with any United States or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities. |
| Category |
Depositary actions |
Associated fee | ||||
| (a) |
Issuing ADSs | Issuing ADSs upon deposits of shares, issuances in respect of share distributions, rights and other distributions, stock dividends, stock splits, mergers, exchanges of securities or any other transaction or event or other distribution affecting the ADSs or the deposited securities. | US$ 5.00 for each 100 ADSs (or portion thereof) issued or delivered. | |||
| (b) |
Distributing dividends | Distribution of cash. | US$ 0.02 or less per ADS. | |||
| (c) |
Distributing or selling securities | Distribution to ADR holders of securities received by the depositary or net proceeds from the sale of such securities. | US$ 5.00 for each 100 ADSs (or portion thereof), the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities. | |||
| (d) |
Cancellation or reduction of ADSs | Acceptance of ADSs surrendered for withdrawal of deposited shares, or the cancellation or reduction of ADSs for any other reason. | US$ 5.00 for each 100 ADSs (or portion thereof) reduced, canceled or surrendered (as the case may be). | |||
| (e) |
Transferring, splitting or combining ADRs | Transfer, split or combination of depositary receipts. | US$ 1.50 per ADR. | |||
| (f) |
General depositary services | Services performed by the depositary in administering the ADRs. | US$ 0.01 per ADS per calendar year (or portion thereof). | |||
| (g) |
Other | Fees, charges and expenses incurred on behalf of holders in connection with: | The amount of such fees, charges and expenses incurred by the depositary and/or any of its agents. | |||
| • compliance with foreign exchange control regulations or any law or regulation relating to foreign investment; |
||||||
| • the servicing of shares or other deposited securities; |
||||||
| • the sale of securities; |
||||||
| • the delivery of deposited securities; |
||||||
| • the depositary’s or its custodian’s compliance with applicable laws, rules or regulations; |
||||||
| • stock transfer or other taxes and other governmental charges; |
||||||
| • cable, telex and facsimile transmission and delivery charges; |
||||||
| • transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; |
||||||
| • the conversion of foreign currency into United States dollars (which are deducted by the depositary out of such foreign currency); or |
||||||
| • the fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public or private sale of securities under the deposit agreement. |
||||||
| Category |
Contribution received |
|||
| Legal, accounting fees and other expenses incurred in connection with our ADS program |
|
US$9,406,308.19 (approximately Rs. 713.7 million) |
| |
| • | deduct the amount thereof from any cash distributions; or |
| • | sell deposited securities and deduct the amount owing from the net proceeds of such sale. |
| • | amend the form of ADR; |
| • | distribute additional or amended ADRs; |
| • | distribute cash, securities or other property it has received in connection with such actions; |
| • | sell any securities or property received and distribute the proceeds as cash; or |
| • | take no action. |
| • | any present or future law, rule, regulation, fiat, order or decree of the United States, the Republic of India or any other country, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or regulation governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism, nationalization or other circumstance beyond its control shall prevent or delay, or shall cause it to be subject to any civil or criminal penalty in connection with any act which the deposit agreement or the ADRs provide shall be done or performed by it; |
| • | it exercises or fails to exercise discretion under the deposit agreement or the ADR; |
| • | it takes any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information; |
| • | it performs its obligations under the deposit agreement without gross negligence or willful misconduct; or |
| • | it relies upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties. |
| • | the capacity in which they own or owned ADSs; |
| • | the identity of any other persons then or previously interested in such ADSs; and |
| • | the nature of such interest and various other matters. |
| • | issue, register or transfer an ADR or ADRs; |
| • | effect a split-up or combination of ADRs; |
| • | deliver distributions on any such ADRs; or |
| • | permit the withdrawal of deposited securities (unless the deposit agreement provides otherwise), until the following conditions have been met: |
| • | the holder has paid all taxes, governmental charges and fees and expenses as required in the deposit agreement; |
| • | the holder has provided the depositary with any information it may deem necessary or proper, including, without limitation, proof of identity and the genuineness of any signature, and information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs; and |
| • | the holder has complied with such regulations as the depositary may establish consistent with the deposit agreement. |
| • | the person or entity to whom ADSs or shares will be delivered; |
| • | represents that, at the time of the pre-release, the applicant or its customer owns the shares or ADSs to be delivered; |
| • | agrees to indicate the depositary as owner of such shares or ADSs in its records and to hold such shares or ADSs in trust for the depositary until they have been delivered to the depositary or custodian; |
| • | unconditionally guarantees to deliver the shares or ADSs to the depositary or custodian, as applicable; |
| • | agrees to any additional restrictions or requirements that the depositary deems appropriate; and |
| • | the depositary has received collateral for the full market value of the pre-released ADSs or shares. |
Dividend per equity share |
Total amount of dividends declared |
|||||||||||||||
(in millions) |
||||||||||||||||
| Relating to Fiscal Year |
||||||||||||||||
| 2018 |
6.50 | US$ | 0.086 | 33,736.2 | US$444.7 | |||||||||||
| 2019 |
7.50 | 0.099 | 40,849.6 | 538.4 | ||||||||||||
| 2020* |
2.50 | 0.033 | 13,664.1 | 180.1 | ||||||||||||
| 2021** |
6.50 | 0.086 | 35,833.0 | 472.3 | ||||||||||||
| 2022*** |
15.50 | 0.204 | 85,955.9 | 1,132.9 | ||||||||||||
| * | i) | A special interim dividend was declared in a meeting of the Board held on July 20, 2019 to commemorate 25 years of HDFC Bank’s operations with the record date fixed as August 2, 2019. |
| ii) | The RBI, in its circular dated April 17, 2020, prohibited banks from making any further dividend pay-outs from the profits pertaining to fiscal year ended March 31, 2020 until further notice. This restriction was put in place to ensure that banks conserve capital and retain their ability to support the economy and absorb losses in an environment of heightened uncertainty caused by the COVID-19 pandemic. On December 4, 2020, the RBI repeated its view that in light of the ongoing stress and heightened uncertainty caused by the pandemic, banks should continue to conserve capital and maintained the prohibition on making dividend payments on equity shares from the profits pertaining to fiscal year ended March 31, 2020. |
| ** | On April 22, 2021, the RBI limited dividend payouts for fiscal year 2021 to 50 percent of the amount determined under the applicable dividend payout ratio. The Board, at its meeting on June 18, 2021, inter alia |
| *** | On April 23, 2022, the Board recommended a dividend of Rs. 15.50 per share of the Bank for the fiscal year ended March 31, 2022, which was approved by the shareholders for payment at their Annual General Meeting held on July 16, 2022. |
Year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(in millions, except per equity share data and ADS data) |
||||||||||||||||
| Selected income statement data: |
||||||||||||||||
| Interest and dividend revenue |
Rs. | 1,211,982.9 | Rs. | 1,275,967.6 | Rs. | 1,333,137.0 | US$ | 17,571.3 | ||||||||
| Interest expense |
618,455.5 | 592,281.1 | 584,297.5 | 7,701.4 | ||||||||||||
| Net interest revenue |
593,527.4 | 683,686.5 | 748,839.5 | 9,869.9 | ||||||||||||
| Provisions for credit losses (1) |
117,621.9 | 154,233.4 | 126,979.5 | 1,673.6 | ||||||||||||
| Net interest revenue after provisions for credit losses |
475,905.5 | 529,453.1 | 621,860.0 | 8,196.3 | ||||||||||||
| Non-interest revenue, net |
198,219.0 | 252,975.7 | 270,574.2 | 3,566.3 | ||||||||||||
| Net revenue |
674,124.5 | 782,428.8 | 892,434.2 | 11,762.6 | ||||||||||||
| Non-interest expense |
308,280.5 | 342,602.3 | 373,272.0 | 4,920.0 | ||||||||||||
| Income before income tax expense |
365,844.0 | 439,826.5 | 519,162.2 | 6,842.6 | ||||||||||||
| Income tax expense |
105,480.0 | 113,820.1 | 132,559.2 | 1,747.2 | ||||||||||||
| Net income before non-controlling interest |
260,364.0 | 326,006.4 | 386,603.0 | 5,095.4 | ||||||||||||
| Less: Net income attributable to shareholders of non-controlling interest |
94.1 | 29.3 | 602.6 | 7.9 | ||||||||||||
| Net income attributable to HDFC Bank Limited |
Rs. | 260,269.9 | Rs. | 325,977.1 | Rs. | 386,000.4 | US$ | 5,087.5 | ||||||||
| Per equity share data: |
||||||||||||||||
| Earnings per equity share, basic |
Rs. | 47.59 | Rs. | 59.27 | Rs. | 69.76 | US$ | 0.92 | ||||||||
| Earnings per equity share, diluted |
47.27 | 59.02 | 69.38 | 0.91 | ||||||||||||
| Dividends per share |
2.50 | 6.50 | 15.50 | 0.20 | ||||||||||||
| Book value (2) |
345.25 | 391.75 | 451.69 | 5.95 | ||||||||||||
| Equity share data: |
||||||||||||||||
| Equity shares outstanding at end of period |
5,483.3 | 5,512.8 | 5,545.5 | 5,545.5 | ||||||||||||
| Weighted average equity shares outstanding—basic |
5,468.8 | 5,499.6 | 5,533.1 | 5,533.1 | ||||||||||||
| Weighted average equity shares outstanding—diluted |
5,505.8 | 5,523.5 | 5,563.5 | 5,563.5 | ||||||||||||
| ADS data (where one ADS represents three shares): |
||||||||||||||||
| Earnings per ADS—basic |
142.77 | 177.81 | 209.28 | 2.76 | ||||||||||||
| Earnings per ADS—diluted |
141.81 | 177.06 | 208.14 | 2.73 | ||||||||||||
As of March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(in millions) |
||||||||||||||||
| Selected balance sheet data: |
||||||||||||||||
| Cash and due from banks, and restricted cash |
Rs. | 611,961.0 | Rs. | 930,694.7 | Rs. | 1,122,031.1 | US$ | 14,788.9 | ||||||||
| Loans, net of allowance (1) |
10,425,022.4 | 11,700,189.2 | 14,036,872.2 | 185,012.2 | ||||||||||||
| Investments: |
||||||||||||||||
| Investments held for trading |
304,962.9 | 99,620.2 | 53,199.5 | 701.2 | ||||||||||||
| Investments available for sale, debt securities |
3,406,289.2 | 4,275,449.9 | 4,388,563.1 | 57,843.2 | ||||||||||||
| Total |
3,711,252.1 | 4,375,070.1 | 4,441,762.6 | 58,544.4 | ||||||||||||
| Total assets (3) |
Rs. | 15,961,889.1 | Rs. | 17,979,782.0 | Rs. | 21,113,705.5 | US$ | 278,287.9 | ||||||||
| Long term debt |
1,026,518.3 | 1,174,758.2 | 1,554,333.4 | 20,486.8 | ||||||||||||
| Short term borrowings |
377,417.6 | 239,264.1 | 554,167.6 | 7,304.2 | ||||||||||||
| Total deposits |
11,462,071.3 | 13,337,230.2 | 15,580,031.9 | 205,351.7 | ||||||||||||
| Of which: |
||||||||||||||||
| Interest-bearing deposits |
9,730,481.3 | 11,226,467.8 | 13,197,979.7 | 173,955.2 | ||||||||||||
| Non-interest-bearing deposits |
1,731,590.0 | 2,110,762.4 | 2,382,052.2 | 31,396.5 | ||||||||||||
| Total liabilities (3) |
14,065,395.3 | 15,816,377.2 | 18,604,252.1 | 245,212.2 | ||||||||||||
| Noncontrolling interest |
3,411.4 | 3,776.4 | 4,615.0 | 60.8 | ||||||||||||
| HDFC Bank Limited shareholders’ equity |
1,893,082.4 | 2,159,628.4 | 2,504,838.4 | 33,014.9 | ||||||||||||
| Total liabilities and shareholders’ equity |
Rs. | 15,961,889.1 | Rs. | 17,979,782.0 | Rs. | 21,113,705.5 | US$ | 278,287.9 | ||||||||
Year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(in millions) |
||||||||||||||||
| Period average (4) |
||||||||||||||||
| Interest-earning assets |
Rs. | 12,882,466.7 | Rs. | 15,385,116.2 | Rs. | 17,476,144.8 | US$ | 230,343.3 | ||||||||
| Loans, net of allowance |
9,342,363.0 | 10,589,490.6 | 12,175,749.9 | 160,481.7 | ||||||||||||
| Total assets |
13,797,721.6 | 16,396,029.4 | 18,648,153.1 | 245,790.9 | ||||||||||||
| Interest-bearing deposits |
8,684,183.5 | 10,628,807.9 | 11,951,645.0 | 157,527.9 | ||||||||||||
| Non-interest-bearing deposits |
1,202,574.5 | 1,430,913.3 | 1,769,880.8 | 23,327.8 | ||||||||||||
| Total deposits |
9,886,758.0 | 12,059,721.2 | 13,721,525.8 | 180,855.8 | ||||||||||||
| Interest-bearing liabilities |
10,306,283.8 | 12,287,815.7 | 13,945,086.1 | 183,802.4 | ||||||||||||
| Long term debt |
1,023,425.5 | 1,109,959.9 | 1,243,226.8 | 16,386.3 | ||||||||||||
| Short term borrowings |
598,674.8 | 549,047.9 | 750,214.3 | 9,888.2 | ||||||||||||
| Total liabilities |
12,069,459.7 | 14,368,425.0 | 16,347,325.5 | 215,464.9 | ||||||||||||
| Total shareholders’ equity |
1,728,261.9 | 2,027,604.4 | 2,300,827.6 | 30,325.9 | ||||||||||||
2020 |
2021 |
2022 |
||||||||||
(in percentage) |
||||||||||||
| Profitability: |
||||||||||||
| Net income attributable to HDFC Bank Limited as a percentage of: |
||||||||||||
| Average total assets |
1.9 | 2.0 | 2.1 | |||||||||
| Average total shareholders’ equity |
15.1 | 16.1 | 16.8 | |||||||||
| Dividend payout ratio (5) |
5.3 | 11.0 | 22.3 | |||||||||
| Spread (6) |
4.0 | 4.0 | 3.9 | |||||||||
| Net interest margin (7) |
4.6 | 4.4 | 4.3 | |||||||||
| Cost-to-net (8) |
45.7 | 43.8 | 41.8 | |||||||||
| Cost-to-average (9) |
2.2 | 2.1 | 2.0 | |||||||||
| Capital: |
||||||||||||
| Total capital adequacy ratio (10) |
18.52 | 18.79 | 18.90 | |||||||||
| Tier I capital adequacy ratio (10) |
17.23 | 17.56 | 17.87 | |||||||||
| Tier II capital adequacy ratio (10) |
1.29 | 1.23 | 1.03 | |||||||||
| Average total shareholders’ equity as a percentage of average total assets |
12.5 | 12.4 | 12.3 | |||||||||
| Asset quality: |
||||||||||||
| Gross non-performing customer assets as a percentage of gross customer assets(11) |
1.4 | 1.7 | 1.3 | |||||||||
| (1) | With effect from April 1, 2020, the Bank adopted FASB ASU 2016-13 “Financial Instruments—Credit Losses (Topic 326)” using the modified retrospective method for reporting periods beginning after April 1, 2020. Prior period amounts continue to be reported in accordance with previously applicable GAAP. |
| (2) | Represents the difference between total assets and total liabilities, reduced by noncontrolling interests in subsidiaries, divided by the number of shares outstanding at the end of each reporting period. |
| (3) | With effect from April 1, 2019, the Bank adopted FASB ASU 2016-02 “Leases (Topic 842)” using the modified retrospective method. |
| (4) | Average balances are the average of daily outstanding amounts. |
| (5) | Represents the ratio of total dividends payable on equity shares relating to each fiscal year, excluding the dividend distribution tax, as a percentage of net income of that year. Dividends declared each year are typically paid in the following fiscal year. With effect from April 1, 2020, dividend distribution tax on dividends distributed has been abolished. The dividend for fiscal year 2020 represents the special interim dividend paid during that year. See “ Dividend Policy . |
| (6) | Represents the difference between yield on average interest-earning assets and cost of average interest-bearing liabilities. Yield on average interest-earning assets is the ratio of interest revenue to average interest-earning assets. Cost of average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities. For purposes of calculating spread, interest-bearing liabilities includes non-interest-bearing current accounts. |
| (7) | Represents the ratio of net interest revenue to average interest-earning assets. The difference in net interest margin and spread arises due to the difference in the amount of average interest-earning assets and average interest-bearing liabilities. If average interest-earning assets exceed average interest-bearing liabilities, the net interest margin is greater than the spread. If average interest-bearing liabilities exceed average interest-earning assets, the net interest margin is less than the spread. |
| (8) | Represents the ratio of non-interest expense to the sum of net interest revenue after provision for credit losses and non-interest revenue. |
| (9) | Represents the ratio of non-interest expense to average total assets. |
| (10) | Calculated in accordance with RBI guidelines (Basel III Capital Regulations, generally referred to as “Basel III”). See also “ Supervision and Regulation |
| (11) | Customer assets consist of loans and credit substitutes. |
Year ended March 31, |
||||||||||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||||||||||
Average balance |
Interest revenue/ expense |
Average yield/ cost |
Average balance |
Interest revenue/ expense |
Average yield/ cost |
Average balance |
Interest revenue/ expense |
Average yield/ cost |
||||||||||||||||||||||||||||
(in millions, except percentages) |
||||||||||||||||||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||||||||||||||
| Due from banks |
Rs. | 131,074.9 | Rs. | 3,138.5 | 2.4 | % | Rs. | 147,708.6 | Rs. | 1,019.5 | 0.7 | % | Rs. | 108,184.0 | Rs. | 1,090.9 | 1.0 | % | ||||||||||||||||||
| Investments available for sale debt securities |
2,811,228.3 | 198,383.2 | 7.1 | 3,751,942.6 | 226,690.9 | 6.0 | 4,132,605.2 | 240,943.0 | 5.8 | |||||||||||||||||||||||||||
| Investments held for trading |
160,667.5 | 7,392.1 | 4.6 | 81,621.3 | 3,373.8 | 4.1 | 81,809.4 | 1,647.5 | 2.0 | |||||||||||||||||||||||||||
| Loans, net: |
||||||||||||||||||||||||||||||||||||
| Retail loans |
6,465,548.5 | 736,290.1 | 11.4 | 6,975,006.4 | 757,784.4 | 10.9 | 8,014,536.7 | 827,230.7 | 10.3 | |||||||||||||||||||||||||||
| Wholesale loans |
2,876,814.5 | 245,504.7 | 8.5 | 3,614,484.2 | 259,263.4 | 7.2 | 4,161,213.2 | 230,694.9 | 5.5 | |||||||||||||||||||||||||||
| Securities purchased with agreement to resell |
300,386.8 | 15,527.3 | 5.2 | 674,912.0 | 23,149.6 | 3.4 | 699,778.0 | 25,101.0 | 3.6 | |||||||||||||||||||||||||||
| Other assets |
136,746.2 | 5,747.0 | 4.2 | 139,441.1 | 4,686.0 | 3.4 | 278,018.3 | 6,429.0 | 2.3 | |||||||||||||||||||||||||||
| Total interest-earning assets: |
Rs. | 12,882,466.7 | Rs. | 1,211,982.9 | 9.4 | % | Rs. | 15,385,116.2 | Rs. | 1,275,967.6 | 8.3 | % | Rs. | 17,476,144.8 | Rs. | 1,333,137.0 | 7.6 | % | ||||||||||||||||||
| Non-interest-earning assets: |
||||||||||||||||||||||||||||||||||||
| Cash and due from banks, and restricted cash |
490,459.0 | 474,736.0 | 668,669.0 | |||||||||||||||||||||||||||||||||
| Property and equipment |
45,124.2 | 50,822.3 | 57,591.1 | |||||||||||||||||||||||||||||||||
| Other assets |
379,671.7 | 485,354.9 | 445,748.2 | |||||||||||||||||||||||||||||||||
| Total non-interest earning assets |
915,254.9 | 1,010,913.2 | 1,172,008.3 | |||||||||||||||||||||||||||||||||
| Total assets |
Rs. | 13,797,721.6 | Rs. | 1,211,982.9 | 8.8 | % | Rs. | 16,396,029.4 | Rs. | 1,275,967.6 | 7.8 | % | Rs. | 18,648,153.1 | Rs. | 1,333,137.0 | 7.1 | % | ||||||||||||||||||
| Liabilities: |
||||||||||||||||||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||||||||||||||
| Savings account deposits |
Rs. | 2,552,856.0 | Rs. | 92,813.0 | 3.6 | % | Rs. | 3,392,406.0 | Rs. | 108,107.0 | 3.2 | % | Rs. | 4,348,242.0 | Rs. | 137,400.0 | 3.2 | % | ||||||||||||||||||
| Time deposits |
6,131,327.5 | 415,075.8 | 6.8 | 7,236,401.9 | 393,153.2 | 5.4 | 7,603,403.0 | 351,610.1 | 4.6 | |||||||||||||||||||||||||||
| Short term borrowings |
478,191.0 | 22,175.2 | 4.6 | 239,096.7 | 3,359.4 | 1.4 | 403,780.3 | 6,537.1 | 1.6 | |||||||||||||||||||||||||||
| Long term debt |
1,023,425.5 | 83,200.5 | 8.1 | 1,109,959.9 | 78,361.5 | 7.1 | 1,243,226.8 | 77,456.3 | 6.2 | |||||||||||||||||||||||||||
| Securities sold with agreement to repurchase |
120,483.8 | 5,191.0 | 4.3 | 309,951.2 | 9,300.0 | 3.0 | 346,434.0 | 11,294.0 | 3.3 | |||||||||||||||||||||||||||
| Total interest-bearing liabilities |
Rs. | 10,306,283.8 | Rs. | 618,455.5 | 6.0 | % | Rs. | 12,287,815.7 | Rs. | 592,281.1 | 4.8 | % | Rs. | 13,945,086.1 | Rs. | 584,297.5 | 4.2 | % | ||||||||||||||||||
| Non-interest-bearing liabilities: |
||||||||||||||||||||||||||||||||||||
| Non-interest-bearing deposits |
1,202,574.5 | 1,430,913.3 | 1,769,880.8 | |||||||||||||||||||||||||||||||||
| Other liabilities |
560,601.4 | 649,696.0 | 632,358.6 | |||||||||||||||||||||||||||||||||
| Total non-interest-bearing liabilities |
1,763,175.9 | 2,080,609.3 | 2,402,239.4 | |||||||||||||||||||||||||||||||||
| Total liabilities |
Rs. | 12,069,459.7 | Rs. | 618,455.5 | 5.1 | % | Rs. | 14,368,425.0 | Rs. | 592,281.1 | 4.1 | % | Rs. | 16,347,325.5 | Rs. | 584,297.5 | 3.6 | % | ||||||||||||||||||
| Total shareholders’ equity |
1,728,261.9 | 2,027,604.4 | 2,300,827.6 | |||||||||||||||||||||||||||||||||
| Total liabilities and shareholders’ equity |
Rs. | 13,797,721.6 | Rs. | 618,455.5 | 4.5 | % | Rs. | 16,396,029.4 | Rs. | 592,281.1 | 3.6 | % | Rs. | 18,648,153.1 | Rs. | 584,297.5 | 3.1 | % | ||||||||||||||||||
Fiscal Year 2021 vs. Fiscal Year 2020 Increase (decrease) (1) due to |
Fiscal Year 2022 vs. Fiscal Year 2021 Increase (decrease) (1) due to |
|||||||||||||||||||||||
Net change |
Change in Average balance |
Change in Average rate |
Net change |
Change in Average balance |
Change in Average rate |
|||||||||||||||||||
(in millions) |
||||||||||||||||||||||||
| Interest revenue: |
||||||||||||||||||||||||
| Cash and due from banks, and restricted cash |
Rs. | (2,119.0 | ) | Rs. | 398.3 | Rs. | (2,517.3 | ) | Rs. | 71.4 | Rs. | (272.8 | ) | Rs. | 344.2 | |||||||||
| Investments available for sale debt securities |
28,307.7 | 66,384.5 | (38,076.8 | ) | 14,252.1 | 22,999.5 | (8,747.4 | ) | ||||||||||||||||
| Investments held for trading |
(4,018.3 | ) | (3,636.8 | ) | (381.5 | ) | (1,726.3 | ) | 7.8 | (1,734.1 | ) | |||||||||||||
| Loans, net: |
||||||||||||||||||||||||
| Retail loans |
21,494.2 | 58,016.6 | (36,522.4 | ) | 69,446.3 | 112,937.5 | (43,491.2 | ) | ||||||||||||||||
| Wholesale loans |
13,758.8 | 62,952.0 | (49,193.2 | ) | (28,568.5 | ) | 39,216.3 | (67,784.8 | ) | |||||||||||||||
| Securities purchased with agreement to resell |
7,622.3 | 19,359.6 | (11,737.3 | ) | 1,951.4 | 852.9 | 1,098.5 | |||||||||||||||||
| Other assets |
(1,061.0 | ) | 113.3 | (1,174.3 | ) | 1,743.0 | 4,657.0 | (2,914.0 | ) | |||||||||||||||
| Total interest-earning assets |
Rs. | 63,984.7 | Rs. | 203,587.5 | Rs. | (139,602.8 | ) | Rs. | 57,169.4 | Rs. | 180,398.2 | Rs. | (123,228.8 | ) | ||||||||||
| Interest expense: |
||||||||||||||||||||||||
| Savings account deposits |
Rs. | 15,294.0 | Rs. | 30,523.1 | Rs. | (15,229.1) | Rs. | 29,293.0 | Rs. | 30,460.0 | Rs. | (1,167.0 | ) | |||||||||||
| Time deposits |
(21,922.6 | ) | 74,810.8 | (96,733.4 | ) | (41,543.1 | ) | 19,939.1 | (61,482.2 | ) | ||||||||||||||
| Short term borrowings |
(18,815.8 | ) | (11,087.5 | ) | (7,728.3 | ) | 3,177.7 | 2,313.9 | 863.8 | |||||||||||||||
| Long term debt |
(4,839.0 | ) | 7,034.9 | (11,873.9 | ) | (905.2 | ) | 9,408.4 | (10,313.6 | ) | ||||||||||||||
| Securities sold with agreement to repurchase |
4,109.0 | 8,163.1 | (4,054.1 | ) | 1,994.0 | 1,094.7 | 899.3 | |||||||||||||||||
| Total interest-bearing liabilities |
Rs. | (26,174.4 | ) | Rs. | 109,444.4 | Rs. | (135,618.8 | ) | Rs. | (7,983.6 | ) | Rs. | 63,216.1 | Rs. | (71,199.7 | ) | ||||||||
| Net interest revenue |
Rs. | 90,159.1 | Rs. | 94,143.1 | Rs. | (3,984.0 | ) | Rs. | 65,153.0 | Rs. | 117,182.1 | Rs. | (52,029.1 | ) | ||||||||||
| (1) | The changes in net interest revenue between periods have been reflected as attributed either to average balance or average rate changes. For purposes of this table, changes that are due to both average balance and average rate have been allocated solely to changes in average rate. |
Years ended March 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
(in millions, except percentages) |
||||||||||||
| Interest and dividend revenue |
Rs. | 1,211,982.9 | Rs. | 1,275,967.6 | Rs. | 1,333,137.0 | ||||||
| Average interest-earning assets |
12,882,466.7 | 15,385,116.2 | 17,476,144.8 | |||||||||
| Interest expense |
618,455.5 | 592,281.1 | 584,297.5 | |||||||||
| Average interest-bearing liabilities |
10,306,283.8 | 12,287,815.7 | 13,945,086.1 | |||||||||
| Average total assets |
13,797,721.6 | 16,396,029.4 | 18,648,153.1 | |||||||||
| Average interest-earning assets as a percentage of average total assets |
93.4 | % | 93.8 | % | 93.7 | % | ||||||
| Average interest-bearing liabilities as a percentage of average total assets |
74.7 | % | 74.9 | % | 74.8 | % | ||||||
| Average interest-earning assets as a percentage of average interest-bearing liabilities |
125.0 | % | 125.2 | % | 125.3 | % | ||||||
| Yield |
9.4 | % | 8.3 | % | 7.6 | % | ||||||
| Cost of funds (1) |
5.1 | % | 4.1 | % | 3.6 | % | ||||||
| Spread (2) |
4.0 | % | 4.0 | % | 3.9 | % | ||||||
| Net interest margin (3) |
4.6 | % | 4.4 | % | 4.3 | % | ||||||
| (1) | Excludes total shareholders’ equity. |
| (2) | Represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. The yield on average interest-earning assets is the ratio of interest revenue to average interest-earning assets. The cost of average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities. For purposes of calculating spread, interest-bearing liabilities includes non-interest-bearing current accounts. |
| (3) | The net interest margin is the ratio of net interest revenue to average interest-earning assets. The difference in the net interest margin and spread arises due to the difference in the amount of average interest-earning assets and average interest-bearing liabilities. If average interest-earning assets exceed average interest-bearing liabilities, the net interest margin is greater than the spread. If average interest-bearing liabilities exceed average interest-earning assets, the net interest margin is less than the spread. |
Years ended March 31, |
||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||
Amount |
% of total |
Amount |
% of total |
Amount |
% of total |
|||||||||||||||||||
(in millions, except percentages) |
||||||||||||||||||||||||
| Current deposits |
Rs. | 1,202,574.5 | 12.2 | % | Rs. | 1,430,913.3 | 11.9 | % | Rs. | 1,769,880.8 | 12.9 | % | ||||||||||||
| Savings deposits |
2,552,856.0 | 25.8 | 3,392,406.0 | 28.1 | 4,348,242.0 | 31.7 | ||||||||||||||||||
| Time deposits |
6,131,327.5 | 62.0 | 7,236,401.9 | 60.0 | 7,603,403.0 | 55.4 | ||||||||||||||||||
| Total |
Rs. | 9,886,758.0 | 100.0 | % | Rs. | 12,059,721.2 | 100.0 | % | Rs. | 13,721,525.8 | 100.0 | |||||||||||||
At March 31, 2022 |
||||
(in billions) |
||||
| Uninsured time deposits with a maturity of: |
||||
| Up to three months |
Rs. | 1,958.4 | ||
| Three to six months |
1,236.0 | |||
| Six to twelve months |
2,133.6 | |||
| More than one year |
1,667.6 | |||
At March 31, |
||||||||
2021 |
2022 |
|||||||
(in millions) |
||||||||
| Retail loans |
Rs. | 7,828,832.6 | Rs. | 9,310,534.7 | ||||
| Wholesale loans |
4,214,885.3 | 5,099,009.3 | ||||||
| Gross loans |
Rs. | 12,043,717.9 | Rs. | 14,409,544.0 | ||||
| Credit substitutes (at fair value) |
547,276.9 | 583,020.2 | ||||||
| Gross loans plus credit substitutes |
Rs. | 12,590,994.8 | Rs. | 14,992,564.2 | ||||
At March 31, 2022 |
||||||||||||||||
Due in one year or less |
Due in one to five years |
Due in five to fifteen years |
Due after fifteen years |
|||||||||||||
(in millions) |
||||||||||||||||
| Retail loans |
Rs. | 2,525,390.8 | Rs. | 6,006,016.1 | Rs. | 730,840.8 | Rs. | 48,287.0 | ||||||||
| Wholesale loans |
2,174,459.2 | 1,844,496.2 | 1,058,681.6 | 21,372.3 | ||||||||||||
| Gross loans |
Rs. | 4,699,850.0 | Rs. | 7,850,512.3 | Rs. | 1,789,522.4 | 69,659.3 | |||||||||
| Credit substitutes (at fair value) |
145,905.1 | 425,328.3 | 11,786.3 | 0.5 | ||||||||||||
| Gross loans plus credit substitutes |
Rs. | 4,845,755.1 | Rs. | 8,275,840.6 | Rs. | 1,801,308.7 | Rs. | 69,659.8 | ||||||||
At March 31, 2022 |
||||||||||||||||
Due in one year or less |
Due in one to five years |
Due in five to fifteen years |
Due after fifteen years |
|||||||||||||
(in millions) |
||||||||||||||||
| Interest rate classification of loans by maturity: |
||||||||||||||||
| Variable rates |
Rs. | 1,770,928.1 | Rs. | 4,156,842.6 | Rs. | 1,511,608.6 | 63,595.7 | |||||||||
| Fixed rates |
2,928,921.9 | 3,693,669.7 | 277,913.8 | 6,063.6 | ||||||||||||
| Gross loans |
Rs. | 4,699,850.0 | Rs. | 7,850,512.3 | Rs. | 1,789,522.4 | 69,659.3 | |||||||||
| Interest rate classification of credit substitutes by maturity: |
||||||||||||||||
| Variable rates |
Rs. | 1,636.0 | Rs. | 53,342.3 | Rs. | 1,153.5 | — | |||||||||
| Fixed rates |
144,269.1 | 371,986.0 | 10,632.8 | 0.5 | ||||||||||||
| Gross credit substitutes |
Rs. | 145,905.1 | Rs. | 425,328.3 | Rs. | 11,786.3 | 0.5 | |||||||||
| Interest rate classification of loans and credit substitutes by maturity: |
||||||||||||||||
| Variable rates |
Rs. | 1,772,564.1 | Rs. | 4,210,184.9 | Rs. | 1,512,762.1 | 63,595.7 | |||||||||
| Fixed rates |
3,073,191.0 | 4,065,655.7 | 288,546.6 | 6,064.1 | ||||||||||||
| Gross loans and credit substitutes |
Rs. | 4,845,755.1 | Rs. | 8,275,840.6 | Rs. | 1,801,308.7 | 69,659.8 | |||||||||
As of March 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
(in millions) |
||||||||||||
| Directed lending: |
||||||||||||
| Agriculture |
Rs. | 823,267.2 | Rs. | 929,039.3 | Rs. | 1,022,103.4 | ||||||
| Micro, small and medium enterprises |
1,438,145.6 | 1,767,746.8 | 2,573,219.5 | |||||||||
| Other |
321,819.3 | 326,168.7 | 352,350.5 | |||||||||
| Total directed lending |
Rs. | 2,583,232.1 | Rs. | 3,022,954.8 | Rs. | 3,947,673.4 | ||||||
As of March 31, |
||||||||||||||||||||||||
2021 |
2022 |
|||||||||||||||||||||||
Retail |
Wholesale |
Total |
Retail |
Wholesale |
Total |
|||||||||||||||||||
(in millions, except percentages) |
||||||||||||||||||||||||
| Non-performing loans |
Rs. | 173,602.9 | Rs. | 40,179.5 | Rs. | 213,782.4 | Rs. | 165,348.4 | Rs. | 31,921.1 | Rs. | 197,269.5 | ||||||||||||
| Allowance for credit losses |
271,929.4 | 71,599.3 | 343,528.7 | 298,270.9 | 74,400.9 | 372,671.8 | ||||||||||||||||||
| Net charge-offs |
87,236.2 | 3,314.7 | 90,550.9 | 96,281.1 | 1,555.3 | 97,836.4 | ||||||||||||||||||
| Gross loan |
7,828,832.6 | 4,214,885.3 | 12,043,717.9 | 9,310,534.7 | 5,099,009.3 | 14,409,544.0 | ||||||||||||||||||
| Net loan |
7,556,903.2 | 4,143,286.0 | 11,700,189.2 | 9,012,263.8 | 5,024,608.4 | 14,036,872.2 | ||||||||||||||||||
| Average loans |
6,975,006.4 | 3,614,484.2 | 10,589,490.6 | 8,014,536.7 | 4,161,213.2 | 12,175,749.9 | ||||||||||||||||||
| Gross non-performing loans as a percentage of gross loans |
2.2 | % | 1.0 | % | 1.8 | % | 1.8 | % | 0.6 | % | 1.4 | % | ||||||||||||
| Gross unsecured non-performing loans as a percentage of gross non-performing loans |
25.5 | % | 22.1 | % | 24.9 | % | 24.8 | % | 23.7 | % | 24.6 | % | ||||||||||||
| Gross unsecured non-performing loans as a percentage of gross unsecured loans |
1.8 | % | 0.5 | % | 1.3 | % | 1.6 | % | 0.4 | % | 1.1 | % | ||||||||||||
| Total allowances for credit losses as a percentage of gross loans |
3.5 | % | 1.7 | % | 2.9 | % | 3.2 | % | 1.5 | % | 2.6 | % | ||||||||||||
| Net charge-offs as a percentage of average outstanding loans |
1.3 | % | 0.1 | % | 0.9 | % | 1.2 | % | ~0.0 | % | 0.8 | % | ||||||||||||
At March 31, |
||||||||
2021 |
2022 |
|||||||
(in millions) |
||||||||
| Performing |
Rs. | 11,829,935.5 | Rs. | 14,212,274.5 | ||||
| Non-performing: |
||||||||
| On accrual status |
— | — | ||||||
| On non-accrual status |
213,782.4 | 197,269.5 | ||||||
| Total non-performing |
213,782.4 | 197,269.5 | ||||||
| Total |
Rs. | 12,043,717.9 | Rs. | 14,409,544.0 | ||||
As of March 31, |
||||||||||||||||||||||||
2021 |
2022 |
|||||||||||||||||||||||
| Industry |
Gross Loans |
Non- performing loans |
% of loans in industry |
Gross Loans |
Non- performing Loans |
% of loans in industry |
||||||||||||||||||
(in millions, except percentages) |
||||||||||||||||||||||||
| Capital Market Intermediaries |
Rs. | 13,037.0 | Rs. | 3,877.4 | 29.7 | % | Rs. | 17,633.0 | Rs. | 3,356.4 | 19.0 | % | ||||||||||||
| Agriculture Production—Food |
337,904.8 | 21,028.5 | 6.2 | 350,859.6 | 23,569.7 | 6.7 | ||||||||||||||||||
| Agriculture Production—Non-Food |
165,146.5 | 8,348.7 | 5.1 | 168,993.8 | 8,831.4 | 5.2 | ||||||||||||||||||
| Agriculture—Allied |
253,095.5 | 10,829.6 | 4.3 | 316,128.5 | 13,255.0 | 4.2 | ||||||||||||||||||
| Road Transportation |
368,388.5 | 18,344.8 | 5.0 | 406,376.4 | 12,961.6 | 3.2 | ||||||||||||||||||
| Plastic & Products |
68,201.1 | 2,519.2 | 3.7 | 89,176.3 | 2,608.7 | 2.9 | ||||||||||||||||||
| Animal Husbandry |
27,321.2 | 786.5 | 2.9 | 32,980.0 | 952.1 | 2.9 | ||||||||||||||||||
| Agriculture Produce Trade |
145,999.2 | 2,241.5 | 1.5 | 88,374.1 | 2,531.3 | 2.9 | ||||||||||||||||||
| Retail Trade |
540,350.3 | 17,242.8 | 3.2 | 589,947.3 | 15,124.1 | 2.6 | ||||||||||||||||||
| Consumer Services |
424,765.4 | 9,965.6 | 2.3 | 465,465.8 | 10,352.3 | 2.2 | ||||||||||||||||||
| Wood & Products |
22,191.6 | 387.9 | 1.7 | 27,851.6 | 607.7 | 2.2 | ||||||||||||||||||
| Infrastructure Development |
167,416.1 | 5,356.2 | 3.2 | 272,428.0 | 5,801.5 | 2.1 | ||||||||||||||||||
| Business Services |
251,243.1 | 6,275.9 | 2.5 | 281,216.8 | 5,306.9 | 1.9 | ||||||||||||||||||
| Automobile & Auto Ancillary |
381,562.7 | 7,969.6 | 2.1 | 443,538.7 | 7,766.3 | 1.8 | ||||||||||||||||||
| Tobacco & Products |
4,460.4 | 42.7 | 1.0 | 5,633.9 | 98.7 | 1.8 | ||||||||||||||||||
| Media & Entertainment |
22,725.5 | 429.0 | 1.9 | 23,591.4 | 404.8 | 1.7 | ||||||||||||||||||
| FMCG & Personal Care |
28,406.5 | 607.5 | 2.1 | 37,281.7 | 590.4 | 1.6 | ||||||||||||||||||
| Mining and Minerals |
129,538.5 | 1,894.8 | 1.5 | 103,056.6 | 1,622.3 | 1.6 | ||||||||||||||||||
| Engineering |
189,952.7 | 2,631.4 | 1.4 | 253,105.1 | 4,152.8 | 1.6 | ||||||||||||||||||
| Food and Beverage |
342,573.5 | 6,233.6 | 1.8 | 433,042.2 | 6,689.6 | 1.5 | ||||||||||||||||||
| Wholesale Trade—Industrial |
258,854.1 | 3,525.4 | 1.4 | 347,202.9 | 4,586.9 | 1.3 | ||||||||||||||||||
| Wholesale Trade—Non-Industrial |
301,508.2 | 4,958.9 | 1.6 | 417,954.8 | 5,190.3 | 1.2 | ||||||||||||||||||
| Other Industries |
525,732.4 | 8,557.5 | 1.6 | 732,166.4 | 8,654.9 | 1.2 | ||||||||||||||||||
| Rubber & Products |
14,641.7 | 202.6 | 1.4 | 20,158.5 | 245.4 | 1.2 | ||||||||||||||||||
| Railways |
729.8 | — | — | 1,007.5 | 12.3 | 1.2 | ||||||||||||||||||
| Information Technology |
41,209.3 | 776.0 | 1.9 | 58,441.1 | 652.7 | 1.1 | ||||||||||||||||||
| Textiles & Garments |
257,577.9 | 3,991.0 | 1.5 | 324,419.6 | 3,556.3 | 1.1 | ||||||||||||||||||
| Fishing |
13,847.3 | 169.0 | 1.2 | 17,275.8 | 166.5 | 1.0 | ||||||||||||||||||
| Consumer Loans |
3,241,292.9 | 47,028.8 | 1.5 | 3,746,781.7 | 35,554.7 | 0.9 | ||||||||||||||||||
| Consumer Durables |
84,103.3 | 1,073.1 | 1.3 | 127,218.7 | 986.1 | 0.8 | ||||||||||||||||||
| Financial Intermediaries |
12,376.3 | 151.0 | 1.2 | 13,304.0 | 110.9 | 0.8 | ||||||||||||||||||
| Non-ferrous Metals |
80,348.8 | 845.2 | 1.1 | 91,539.5 | 717.7 | 0.8 | ||||||||||||||||||
| Paper, Printing and Stationery |
65,089.7 | 483.3 | 0.7 | 93,290.8 | 652.3 | 0.7 | ||||||||||||||||||
| Gems and Jewelry |
124,802.2 | 576.6 | 0.5 | 131,799.7 | 945.9 | 0.7 | ||||||||||||||||||
| Glass & Glass Products |
8,262.9 | 18.2 | 0.2 | 7,713.0 | 52.1 | 0.7 | ||||||||||||||||||
| Leather & Products |
22,743.1 | 104.8 | 0.5 | 30,766.5 | 197.5 | 0.6 | ||||||||||||||||||
| Housing Finance Companies |
234,937.3 | 4,912.8 | 2.1 | 282,156.7 | 1,416.8 | 0.5 | ||||||||||||||||||
| Real Estate & Property Services |
298,277.1 | 2,686.1 | 0.9 | 383,765.5 | 2,004.5 | 0.5 | ||||||||||||||||||
| Drugs and Pharmaceuticals |
93,248.4 | 313.9 | 0.3 | 123,309.0 | 675.9 | 0.5 | ||||||||||||||||||
| Power |
630,189.4 | 3,973.4 | 0.6 | 671,859.4 | 2,217.8 | 0.3 | ||||||||||||||||||
| Other Non-metallic/Mineral Products |
33,380.1 | 198.0 | 0.6 | 53,367.8 | 143.0 | 0.3 | ||||||||||||||||||
| Cement & Products |
110,502.3 | 262.7 | 0.2 | 87,637.4 | 255.9 | 0.3 | ||||||||||||||||||
| Iron and Steel |
248,140.2 | 1,095.0 | 0.4 | 321,587.7 | 764.4 | 0.2 | ||||||||||||||||||
| Coal & Petroleum Products |
172,989.4 | 414.4 | 0.2 | 233,583.7 | 360.5 | 0.2 | ||||||||||||||||||
| Chemical and Products |
108,517.7 | 192.5 | 0.2 | 150,696.2 | 233.1 | 0.2 | ||||||||||||||||||
| Shipping |
13,939.9 | 17.0 | 0.1 | 15,718.4 | 17.7 | 0.1 | ||||||||||||||||||
| Fertilisers & Pesticides |
104,239.9 | 12.9 | — | 33,242.2 | 21.5 | 0.1 | ||||||||||||||||||
| Telecom |
162,837.3 | 149.3 | 0.1 | 331,131.1 | 160.6 | — | ||||||||||||||||||
| NBFC |
415,787.6 | 61.1 | — | 509,445.4 | 107.7 | — | ||||||||||||||||||
| Financial Institutions |
443,257.3 | 18.7 | — | 618,494.1 | 24.3 | — | ||||||||||||||||||
| Total |
213,782.4 |
197,269.5 |
||||||||||||||||||||||
| • | the allowance for loan losses, which covers our loan portfolios and is presented separately on the balance sheet in loans; |
| • | the allowance for lending-related commitments, which is recognized on the balance sheet in “ Accrued expenses and other liabilities |
| • | the allowance for credit losses on investment securities, which covers our AFS debt securities and is recognized on the balance sheet in “ Investments available for sale debt securities |
| • | the allowance for credit losses on other financial assets measured at amortized cost, and other off-balance sheet credit exposures, which are recognized on the balance sheet in “Accrued expenses and other liabilities . |
| • | whether the asset or liability is transacted in an active market with a quoted market price that is readily available; |
| • | the size of transactions occurring in an active market; |
| • | the level of bid-ask spreads; |
| • | whether only a few transactions are observed over a significant period of time; |
| • | whether the inputs to the valuation techniques can be derived from or corroborated with market data; and |
| • | whether significant adjustments are made to the observed pricing information or model output to determine the fair value. |
Years ended March 31, |
||||||||||||||||
2021 |
2022 |
Increase/ Decrease |
% Increase/ Decrease |
|||||||||||||
(in millions, except percentages) |
||||||||||||||||
| Interest on loans |
Rs. | 1,017,047.8 | Rs. | 1,057,925.6 | Rs. 40,877.8 | 4.0 | ||||||||||
| Interest on securities, including dividends and interest on trading assets |
230,064.7 | 242,590.5 | 12,525.8 | 5.4 | ||||||||||||
| Other interest revenue |
28,855.1 | 32,620.9 | 3,765.8 | 13.1 | ||||||||||||
| Total interest and dividend revenue |
1,275,967.6 |
1,333,137.0 |
57,169.4 |
4.5 |
||||||||||||
| Interest on deposits |
501,260.2 | 489,010.1 | (12,250.1 | ) | (2.4 | ) | ||||||||||
| Interest on short term borrowings |
12,531.8 | 17,675.2 | 5,143.4 | 41.0 | ||||||||||||
| Interest on long term debt |
78,361.5 | 77,456.3 | (905.2 | ) | (1.2 | ) | ||||||||||
| Other interest expense |
127.6 | 155.9 | 28.3 | 22.2 | ||||||||||||
| Total interest expense |
592,281.1 |
584,297.5 |
(7,983.6 |
) |
(1.3 |
) | ||||||||||
| Net interest revenue |
Rs. |
683,686.5 |
Rs. |
748,839.5 |
Rs. |
65,153.0 |
9.5 |
|||||||||
| Less: Provision for credit losses: |
||||||||||||||||
| Retail |
145,821.9 | 122,622.6 | (23,199.3 | ) | (15.9 | ) | ||||||||||
| Wholesale |
8,411.5 | 4,356.9 | (4,054.6 | ) | (48.2 | ) | ||||||||||
| Total |
Rs. |
154,233.4 |
Rs. |
126,979.5 |
Rs. |
(27,253.9 |
) |
(17.7 |
) | |||||||
| Net interest revenue after allowance for credit losses |
Rs. |
529,453.1 |
Rs. |
621,860.0 |
Rs. |
92,406.9 |
17.5 |
|||||||||
Years ended March 31, |
||||||||||||||||
2021 |
2022 |
Increase/ Decrease |
% Increase/ Decrease |
|||||||||||||
(in millions, except percentages) |
||||||||||||||||
| Fees and commissions |
Rs. | 165,410.4 | Rs. | 202,979.5 | Rs. | 37,569.1 | 22.7 | |||||||||
| AFS securities gains, net |
53,010.1 | 19,660.9 | (33,349.2 | ) | (62.9 | ) | ||||||||||
| Trading securities gains/(losses), net |
1,481.0 | 2,455.5 | 974.5 | 65.8 | ||||||||||||
| Foreign exchange transactions |
27,762.6 | 34,851.4 | 7,088.8 | 25.5 | ||||||||||||
| Derivatives gains/(losses) |
(3,253.0 | ) | 1,422.0 | 4,675.0 | (143.7 | ) | ||||||||||
| Other |
8,564.6 | 9,204.9 | 640.3 | 7.5 | ||||||||||||
| Total non-interest revenue |
Rs. |
252,975.7 |
Rs. |
270,574.2 |
Rs. |
17,598.5 |
7.0 |
|||||||||
Years ended March 31, |
||||||||||||||||||||||||
2021 |
2022 |
Increase/ Decrease |
% Increase/ Decrease |
2021 % of net revenues |
2022 % of net revenues |
|||||||||||||||||||
(in millions, except percentages) |
||||||||||||||||||||||||
| Salaries and staff benefits |
Rs. | 143,755.9 | Rs. | 165,287.7 | Rs. | 21,531.8 | 15.0 | 18.4 | 18.5 | |||||||||||||||
| Premises and equipment |
35,763.2 | 36,236.0 | 472.8 | 1.3 | 4.6 | 4.1 | ||||||||||||||||||
| Depreciation and amortization |
13,860.2 | 16,816.9 | 2,956.7 | 21.3 | 1.7 | 1.9 | ||||||||||||||||||
| Administrative and other |
149,223.0 | 154,931.4 | 5,708.4 | 3.8 | 19.1 | 17.4 | ||||||||||||||||||
| Total non-interest expense |
Rs. |
342,602.3 |
Rs. |
373,272.0 |
Rs. |
30,669.7 |
9.0 |
43.8 |
41.8 |
|||||||||||||||
Year ended March 31, |
||||||||
2021 |
2022 |
|||||||
| Effective statutory income tax rate |
25.17 | % | 25.17 | |||||
| Adjustments to reconcile statutory income tax rate to effective income tax rate: |
||||||||
| Stock-based compensation (net of forfeitures) |
0.61 | 0.67 | ||||||
| Income exempt from taxes |
(0.01 | ) | — | |||||
| Income subject to rates other than the statutory income tax rate |
— | (0.45 | ) | |||||
| Other, net |
0.12 | 0.14 | ||||||
| Annual effective income tax rate |
25.89 |
% |
25.53 |
% | ||||
Years ended March 31, |
||||||||||||||||
2020 |
2021 |
Increase/ Decrease |
% Increase/ Decrease |
|||||||||||||
(in millions, except percentages) |
||||||||||||||||
| Interest on loans |
Rs.981,794.8 | Rs.1,017,047.8 | Rs.35,253.0 | 3.6 | ||||||||||||
| Interest on securities, including dividends and interest on trading assets |
205,775.3 | 230,064.7 | 24,289.4 | 11.8 | ||||||||||||
| Other interest revenue |
24,412.8 | 28,855.1 | 4,442.3 | 18.2 | ||||||||||||
| Total interest and dividend revenue |
1,211,982.9 |
1,275,967.6 |
63,984.7 |
5.3 |
||||||||||||
| Interest on deposits |
507,888.8 | 501,260.2 | (6,628.6 | ) | (1.3 | ) | ||||||||||
| Interest on short term borrowings |
27,216.8 | 12,531.8 | (14,685.0 | ) | (54.0 | ) | ||||||||||
| Interest on long term debt |
83,200.5 | 78,361.5 | (4,839.0 | ) | (5.8 | ) | ||||||||||
| Other interest expense |
149.4 | 127.6 | (21.8 | ) | (14.6 | ) | ||||||||||
| Total interest expense |
618,455.5 |
592,281.1 |
(26,174.4 |
) |
(4.2 |
) | ||||||||||
| Net interest revenue |
Rs.593,527.4 |
Rs.683,686.5 |
Rs.90,159.1 |
15.2 |
||||||||||||
| Less: Provision for credit losses: |
||||||||||||||||
| Retail |
104,516.8 | 145,821.9 | 41,305.1 | 39.5 | ||||||||||||
| Wholesale |
13,105.1 | 8,411.5 | (4,693.6 | ) | (35.8 | ) | ||||||||||
| Total |
Rs.117,621.9 |
Rs.154,233.4 |
Rs.36,611.5 |
31.1 |
||||||||||||
| Net interest revenue after allowance for credit losses |
Rs.475,905.5 |
Rs.529,453.1 |
Rs.53,547.6 |
11.3 |
||||||||||||
Years ended March 31, |
||||||||||||||||
2020 |
2021 |
Increase/ Decrease |
% Increase/ Decrease |
|||||||||||||
(in millions, except percentages) |
||||||||||||||||
| Fees and commissions |
Rs.160,099.5 | Rs.165,410.4 | Rs.5,310.9 | 3.3 | ||||||||||||
| AFS securities gains, net |
16,717.2 | 53,010.1 | 36,292.9 | 217.1 | ||||||||||||
| Trading securities gains/(losses), net |
1,323.4 | 1,481.0 | 157.6 | 11.9 | ||||||||||||
| Foreign exchange transactions |
15,265.6 | 27,762.6 | 12,497.0 | 81.9 | ||||||||||||
| Derivatives gains/(losses) |
3,550.0 | (3,253.0 | ) | (6,803.0 | ) | (191.6 | ) | |||||||||
| Other |
1,263.3 | 8,564.6 | 7,301.3 | 578.0 | ||||||||||||
| Total non-interest revenue |
Rs.198,219.0 |
Rs.252,975.7 |
Rs.54,756.7 |
27.6 |
||||||||||||
Years ended March 31, |
||||||||||||||||||||||||
2020 |
2021 |
Increase/ Decrease |
percent Increase/ Decrease |
2020 % of net revenues |
2021 % of net revenues |
|||||||||||||||||||
(in millions, except percentages) |
||||||||||||||||||||||||
| Salaries and staff benefits |
Rs.130,506.9 | Rs.143,755.9 | Rs.13,249.0 | 10.2 | 19.4 | 18.4 | ||||||||||||||||||
| Premises and equipment |
31,533.9 | 35,763.2 | 4,229.3 | 13.4 | 4.7 | 4.6 | ||||||||||||||||||
| Depreciation and amortization |
12,800.3 | 13,860.2 | 1,059.9 | 8.3 | 1.9 | 1.7 | ||||||||||||||||||
| Administrative and other |
133,439.4 | 149,223.0 | 15,783.6 | 11.8 | 19.8 | 19.1 | ||||||||||||||||||
| Total non-interest expense |
Rs.308,280.5 |
Rs.342,602.3 |
Rs.34,321.8 |
11.1 |
45.7 |
43.8 |
||||||||||||||||||
Years ended March 31, |
||||||||
2020 |
2021 |
|||||||
| Effective statutory income tax rate |
25.17 | % | 25.17 | % | ||||
| Adjustments to reconcile statutory income tax rate to effective income tax rate: |
||||||||
| Stock-based compensation |
0.51 | 0.61 | ||||||
| Income exempt from taxes |
(0.20 | ) | (0.01 | ) | ||||
| Effect of change in statutory tax rate |
3.07 | — | ||||||
| Other, net |
0.29 | 0.12 | ||||||
| Annual effective income tax rate |
28.84 |
% |
25.89 |
% | ||||
Years ended March 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
(in millions) |
||||||||||||
| Cash Flows from Operating Activities: |
||||||||||||
| Net income before non-controlling interest |
Rs. | 260,364.0 | Rs. | 326,006.4 | Rs. | 386,603.0 | ||||||
| Non-cash adjustments to net income |
141,478.0 | 123,423.8 | 135,507.9 | |||||||||
| Net change in other assets and liabilities |
(230,662.3 | ) | 472,346.0 | 58,907.3 | ||||||||
| Net cash provided by operating activities |
Rs. |
171,179.7 |
Rs. |
921,776.2 |
Rs. |
581,018.2 |
||||||
| Cash Flows from Investing Activities: |
||||||||||||
| Net change in term placements |
Rs.6,055.7 | Rs. | 4,168.0 | Rs. | (366,297.2 | ) | ||||||
| Net change in investments |
(740,545.6 | ) | (823,663.2 | ) | (162,341.6 | ) | ||||||
| Net change in repurchase and resell agreements |
160,195.5 | (171,982.8 | ) | (307,207.6 | ) | |||||||
| Loans purchased net of repayments |
(129,916.5 | ) | (65,522.2 | ) | (125,978.2 | ) | ||||||
| Increase in loans originated, net of principal collections |
(1,428,007.7 | ) | (1,446,355.1 | ) | (2,328,833.2 | ) | ||||||
| Net additions to property and equipment |
(18,111.9 | ) | (17,653.7 | ) | (26,125.3 | ) | ||||||
| Activity in equity securities, net |
(157.9 | ) | (140.7 | ) | 14,503.3 | |||||||
| Net cash used in investing activities |
Rs. |
(2,150,488.4 |
) |
Rs. |
(2,521,149.7 |
) |
Rs. |
(3,302,279.8 |
) | |||
| Cash Flows from Financing Activities: |
||||||||||||
| Net increase in deposits |
Rs. | 2,213,972.5 | Rs. | 1,882,763.1 | Rs. | 2,237,238.5 | ||||||
| Net increase (decrease) in short term borrowings |
(277,587.3 | ) | (138,024.7 | ) | 314,735.9 | |||||||
| Proceeds from issuance of shares by subsidiaries to non-controlling interest |
466.8 | 492.4 | 691.8 | |||||||||
| Net increase (decrease) in long term debt |
(43,104.9 | ) | 155,704.2 | 369,583.2 | ||||||||
| Proceeds from issuance of equity shares for options exercised |
18,486.8 | 17,601.0 | 26,097.3 | |||||||||
| Net proceeds from issuance of equity shares |
— | — | — | |||||||||
| Payment of dividends and dividend tax |
(66,447.3 | ) | (166.6 | ) | (36,239.2 | ) | ||||||
| Net cash provided by financing activities |
Rs. |
1,845,786.6 |
Rs. |
1,918,369.4 |
Rs. |
2,912,107.5 |
||||||
| Effect of exchange rate changes on cash and due from banks, and restricted cash |
Rs. | 10,610.5 | Rs. | (262.2 | ) | Rs. | 490.5 | |||||
| Net change in cash and due from banks, and restricted cash |
Rs. |
(122,911.6 |
) |
Rs. |
318,733.7 |
Rs. |
191,336.4 |
|||||
| Cash and due from banks, and restricted cash, beginning of year |
Rs. | 734,872.6 | Rs. | 611,961.0 | Rs. | 930,694.7 | ||||||
| Cash and due from banks, and restricted cash, end of year |
Rs. |
611,961.0 |
Rs. |
930,694.7 |
Rs. |
1,122,031.1 |
||||||
As of March 31, |
||||||||||||||||
2021 |
2022 |
Increase/ (decrease) |
% Increase/ (decrease) |
|||||||||||||
(in millions except percentages) |
||||||||||||||||
| Cash and due from banks, and restricted cash |
Rs. | 930,694.7 | Rs. | 1,122,031.1 | Rs. | 191,336.4 | 20.6 | |||||||||
| Investments held for trading |
99,620.2 | 53,199.5 | (46,420.7 | ) | (46.6 | ) | ||||||||||
| Investments available for sale debt securities |
4,275,449.9 | 4,388,563.1 | 113,113.2 | 2.6 | ||||||||||||
| Securities purchased under agreements to resell |
270,060.0 | 373,053.3 | 102,993.3 | 38.1 | ||||||||||||
| Loans, net |
11,700,189.2 | 14,036,872.2 | 2,336,683.0 | 20.0 | ||||||||||||
| Accrued interest receivable |
118,762.9 | 134,467.7 | 15,704.8 | 13.2 | ||||||||||||
| Property and equipment |
53,094.4 | 65,826.4 | 12,732.0 | 24.0 | ||||||||||||
| Goodwill |
74,937.9 | 74,937.9 | — | — | ||||||||||||
| Other assets |
456,972.8 | 864,754.3 | 407,781.5 | 89.2 | ||||||||||||
| Total assets |
Rs. |
17,979,782.0 |
Rs. |
21,113,705.5 |
Rs. |
3,133,923.5 |
17.4 |
|||||||||
As of March 31, |
||||||||||||||||
2021 |
2022 |
Increase/ (decrease) |
% Increase/ (decrease) |
|||||||||||||
(in millions, except percentages) |
||||||||||||||||
| Liabilities |
||||||||||||||||
| Interest-bearing deposits |
Rs. | 11,226,467.8 | Rs. | 13,197,979.7 | Rs. | 1,971,511.9 | 17.6 | |||||||||
| Non-interest-bearing deposits |
2,110,762.4 | 2,382,052.2 | 271,289.8 | 12.9 | ||||||||||||
| Total deposits |
13,337,230.2 |
15,580,031.9 |
2,242,801.7 |
16.8 |
||||||||||||
| Securities sold under repurchase agreements |
356,059.2 | 151,844.9 | (204,214.3 | ) | (57.4 | ) | ||||||||||
| Short term borrowings |
239,264.1 | 554,167.6 | 314,903.5 | 131.6 | ||||||||||||
| Accrued interest payable |
77,969.1 | 82,412.8 | 4,443.7 | 5.7 | ||||||||||||
| Long term debt |
1,174,758.2 | 1,554,333.4 | 379,575.2 | 32.3 | ||||||||||||
| Accrued expenses and other liabilities |
631,096.4 | 681,461.5 | 50,365.1 | 8.0 | ||||||||||||
| Total liabilities |
15,816,377.2 |
18,604,252.1 |
2,787,874.9 |
17.6 |
||||||||||||
| Non-controlling interest in subsidiaries |
3,776.4 | 4,615.0 | 838.6 | 22.2 | ||||||||||||
| HDFC Bank Limited shareholders’ equity |
2,159,628.4 | 2,504,838.4 | 345,210.0 | 16.0 | ||||||||||||
| Total liabilities and shareholders’ equity |
Rs. |
17,979,782.0 |
Rs. |
21,113,705.5 |
Rs. |
3,133,923.5 |
17.4 |
|||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(in millions, except percentages) |
||||||||||||
| Tier I capital |
Rs. | 1,985,873.6 | Rs. | 2,418,067.5 | US$ | 31,871.2 | ||||||
| Tier II capital |
139,589.4 | 139,277.5 | 1,835.7 | |||||||||
| Total capital |
Rs. |
2,125,463.0 |
Rs. |
2,557,345.0 |
US$ |
33,706.9 |
||||||
| Total risk weighted assets |
Rs. | 11,311,438.8 | Rs. | 13,535,108.5 | US$ | 178,398.7 | ||||||
| Capital ratios of the Bank: |
||||||||||||
| Common Equity Tier I |
16.85 | % | 16.67 | % | 16.67 | % | ||||||
| Tier I |
17.56 | % | 17.87 | % | 17.87 | % | ||||||
| Total capital |
18.79 | % | 18.90 | % | 18.90 | % | ||||||
| Minimum capital ratios required by the RBI:* |
||||||||||||
| Tier I |
9.075 | % | 9.700 | % | 9.700 | % | ||||||
| Total capital |
11.075 | % | 11.700 | % | 11.700 | % | ||||||
| * | The Tier I and Total capital ratio include a capital conservation buffer and additional capital applicable to us as a D-SIB. |
As of March 31, 2022 |
||||||||||||||||||||||||
Notional |
Gross Assets |
Gross Liabilities |
Net Fair Value |
Notional |
Net Fair Value |
|||||||||||||||||||
(In millions) |
||||||||||||||||||||||||
| Interest rate derivatives |
Rs. | 5,142,612.3 | Rs. | 28,564.1 | Rs. | 27,644.4 | Rs. | 919.7 | US$ | 67,781.9 | US$ | 12.1 | ||||||||||||
| Forward rate agreements |
50,610.7 | 1,574.1 | 14.8 | 1,559.3 | 667.1 | 20.6 | ||||||||||||||||||
| Currency options |
434,371.3 | 1,845.1 | 2,439.5 | (594.4 | ) | 5,725.2 | (7.8 | ) | ||||||||||||||||
| Currency swaps |
308,757.4 | 10,463.6 | 4,312.3 | 6,151.3 | 4,069.6 | 81.1 | ||||||||||||||||||
| Forward exchange contracts |
6,551,871.8 | 37,755.4 | 40,408.2 | (2,652.8 | ) | 86,356.6 | (35.0 | ) | ||||||||||||||||
| Total |
Rs. |
12,488,223.5 |
Rs. |
80,202.3 |
Rs. |
74,819.2 |
Rs. |
5,383.1 |
US$ |
164,600.4 |
US$ |
71.0 |
||||||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
| Nominal values: |
||||||||||||
| Bank guarantees: |
||||||||||||
| Financial guarantees |
Rs. | 334,040.8 | Rs. | 422,406.2 | US$ | 5,567.5 | ||||||
| Performance guarantees |
421,162.2 | 417,227.2 | 5,499.2 | |||||||||
| Documentary credits |
376,536.2 | 615,639.6 | 8,114.4 | |||||||||
| Total |
Rs. |
1,131,739.2 |
Rs. |
1,455,273.0 |
US$ |
19,181.1 |
||||||
Amount of commitment expiration per period, as of March 31, 2022 |
||||||||||||||||||||
Total amounts Committed (1) |
Up to 1 year |
1-3 years |
3-5 years |
Over 5 years |
||||||||||||||||
(in millions) |
||||||||||||||||||||
| Documentary credits |
Rs. | 615,639.6 | Rs. | 602,719.3 | Rs. | 10,822.9 | Rs. | 1,774.3 | Rs. | 323.1 | ||||||||||
| Guarantees |
839,633.4 | 609,042.1 | 171,867.9 | 41,936.6 | 16,786.8 | |||||||||||||||
| Forward exchange and derivative contracts |
12,488,223.4 | 8,611,223.1 | 2,141,771.7 | 1,563,041.2 | 172,187.4 | |||||||||||||||
| Total |
Rs. |
13,943,496.4 |
Rs. |
9,822,984.5 |
Rs. |
2,324,462.5 |
Rs. |
1,606,752.1 |
Rs. |
189,297.3 |
||||||||||
| (1) | Denotes nominal values of documentary credits and guarantees and notional principal amounts of forward exchange and derivative contracts. |
| March 31, 2022 |
||||||||||||||||||
| Borrower Industry |
Funded Exposure |
Non-Funded Exposure |
Total Exposure |
Total Exposure |
||||||||||||||
(in millions) |
||||||||||||||||||
| Borrower 1 |
Power | Rs. | 265,661.9 | Rs. | 500.0 | Rs. | 266,161.9 | US$ | 3,508.1 | |||||||||
| Borrower 2 |
Financial Institution | 245,435.0 | — | 245,435.0 | 3,234.9 | |||||||||||||
| Borrower 3 |
Coal & Petroleum Products | 119,950.5 | 116,547.4 | 236,497.9 | 3,117.1 | |||||||||||||
| Borrower 4 |
Housing Finance Companies | 150,283.8 | — | 150,283.8 | 1,980.8 | |||||||||||||
| Borrower 5 |
Coal & Petroleum Products | 126,639.8 | 19,268.4 | 145,908.2 | 1,923.1 | |||||||||||||
| Borrower 6 |
Financial Institution | 142,600.0 | — | 142,600.0 | 1,879.5 | |||||||||||||
| Borrower 7 |
Financial Intermediaries | 140,000.0 | 232.0 | 140,232.0 | 1,848.3 | |||||||||||||
| Borrower 8 |
Telecom | 137,700.0 | 199.2 | 137,899.2 | 1,817.6 | |||||||||||||
| Borrower 9 |
Power | 133,670.0 | — | 133,670.0 | 1,761.8 | |||||||||||||
| Borrower 10 |
Telecom | 108,591.5 | 17,855.7 | 126,447.2 | 1,666.6 | |||||||||||||
| • | Security Operations Center (“SOC”): We have founded a next-generation SOC featuring advanced technologies for predictive security and incident management. To this effect, we have provisioned the Securonix platform on AWS and configured more than 10,000 logging sources and devices to allow for comprehensive monitoring. |
| • | Security Orchestration, Automation & Response (“SOAR”): SOAR has been introduced to reduce the incident response time by connecting security solutions with each other and increasing automation throughout the life cycle of an incident. |
| • | Micro-segmentation: In our data center network micro-segmentation enables higher visibility across network flows as well as stronger preparedness against and management of ransomware-related incidents. |
| • | Industry-leading service providers: We have engaged industry-leading service providers to facilitate continual discovery and attack surface assessment for our critical public facing properties, which assures good defensive posture against cybersecurity threats. |
| • | Phishing: We identify phishing sites and trojans targeting our customers and, once identified, those sites are shut down by us. Forensic information such as customers details, which may have been compromised, are retrieved from such sites and dealt with accordingly. We have implemented a “Secure Access” system which provides an additional layer of security in addition to the customer identification (ID) and password requirement for internet banking transactions. This system evaluates every critical financial transaction based on our risk model and helps us determine whether the incumbent transaction is genuine or suspicious. Should the transaction be deemed suspicious, the system will either decline the transaction or ask for additional authentication. Our practice is to send awareness emails to our customers, to educate them about phishing and the measures they should take to protect themselves from falling victim to it. Our cybersecurity awareness has been fortified in view of the reports that fraudulent vishing calls have been on the rise due to the pandemic and lack of staff in our offices. We launched the “Mooh Band Rakho” (keep your mouth shut) campaign to improve customers’ awareness of the increase in fraudulent calls. The campaign runs on a regular basis. In addition, customer ecommerce transactions and card transactions are continuously monitored. |
| • | Hacking and Data Theft: We have implemented a network firewall, web application firewalls and an intrusion prevention system at the perimeter of our network, in order to block any attempts made to hack or breach our network. Our cybersecurity operations center (“CSOC”), which operates 24 hours a day, seven days a week, analyzes logs of its perimeter defenses to identify any attempts made to breach our network. We have developed an Incident Management Procedure, a Cybersecurity Policy and a Cyber Crisis Management Plan for the incident management process to ensure that in the event of any incident, relevant stakeholders are aware of their role in resolving the incident. We also test our internet-facing infrastructure and applications for vulnerability including periodic red team assessments. Any vulnerability identified is remediated in a timely manner to ensure the online banking services stay protected against the evolving threat. In addition, we have deployed a host intrusion prevention solution on the internet banking setup to protect against unpatched vulnerabilities. We have defined baseline security standards for the technologies in use. These standards were created taking into consideration industry best practices and are reviewed on a regular basis to counter new threat vectors and avoid obsolescence. We perform daily malware scanning of the default landing pages of internet websites so that our customers are not compromised by malware that has been injected on non-logged web pages. We have also subscribed to anti-DDOS services (Distributed Denial Of Services) to strengthen our protection against DDOS attacks. |
| • | Data Loss Prevention (“DLP”): Information is an important asset of any organization that supports business processes and management decisions. Usage and protection of business information can be heavily influenced by individuals in the end-user environment, where most of the corporate data is processed, shared and stored. We have implemented enterprise solutions such as DLP to monitor sensitive data stored, transmitted and shared by users, and to prevent and detect data breaches. Individual business functions are also involved in incident reviews which helps create a sense of ownership and awareness amongst our employees. |
| • | Laptop Encryption: Data encryption ensures that business-critical and sensitive data is not misplaced, thereby preventing any reputational damage and curtailing monetary losses. We recognize that the cost which arises out of loss of data in a laptop is far higher than the cost of replacing the actual device. We have therefore implemented a laptop encryption tool on our laptops. |
| • | Domain-based Message Authentication, Reporting and Conformance (“DMARC”): We have implemented a DMARC system which gives us the ability to protect the domain from unauthorized use, commonly known as “email spoofing”. The purpose and primary outcome of implementing DMARC is to protect a domain from being used in business email compromise attacks, phishing emails, email scams and other cyber threat activities. |
| • | Anti-Advanced Persistence Threat: An Anti-Advanced Persistence Threat (“APT”) is a prolonged and targeted cyber-attack in which an intruder gains access to a network and remains undetected for an extended period of time. We have implemented an anti-APT system to prevent these attacks. All network elements such as email and web are protected by the anti-APT system, which is also installed on endpoint computers. |
| • | a new strategy of “Work from Home” was incorporated; |
| • | an information security awareness campaign series for all employees was rolled out; |
| • | we ensured continuity of information technology services by increasing hardware capacity and enabling secure access from home; |
| • | we applied a continuous high alert watch, to ensure IT security; |
| • | we arranged for an external recertification audit by BSI for ISMS and BCMS (ISO27001 and ISO 22301); |
| • | cybersecurity threats were thwarted by our own implementation of two-factor authentication, strengthening anti-virus features in the devices at home and prohibiting any download on local storage drives; and |
| • | our endpoint security posture during COVID-19 improved incrementally by our undertaking of several technology security initiatives. |
| • | provided face masks to security guards, pantry staff and other support staff and made hand sanitizers available across locations; |
| • | introduced a free of charge service of a doctor “on call”. We also ensured they had access to COVID-19 care packages; |
| • | allowed employees to claim medical expenses incurred for COVID-19 treatment; |
| • | facilitated the inoculation of employees and their immediate family members against COVID-19; and |
| • | published “Back to Work” guidelines for ensuring employee safety, once the number of daily cases declined. |
| • | introduced multiple shifts to ensure adherence to government guidelines and social distancing requirements; |
| • | ensured efficient execution of moratorium extensions to customers; |
| • | used the disaster recovery site at Kanjurmarg as a contingency site to ensure the continuity of our treasury department; |
| • | set up a crisis group on our mobile platform for faster communication, action and response; and |
| • | enhanced the BCP strategy based on our forward-looking initiatives. |
| Sr. No. |
Name |
Designation |
Expertise/ Competence | |||
| 1 |
Mr. Atanu Chakraborty | Part-time Non-Executive Chairman and Independent Director |
Finance, Economy, Public Policy, Administration and Infrastructure, Banking, Risk Management, Payment & Settlement System, Business Management | |||
| 2 |
Mr. Kaizad Bharucha | Executive Director | Banking Business, Credit & Risk Management, Business Management | |||
| 3 |
Mrs. Lily Vadera | Independent Director | Banking, Finance, International Relations | |||
| 4 |
Mr. Malay Patel | Independent Director | Small Scale Industries, Business Management | |||
| 5 |
Mr. M. D. Ranganath | Independent Director | Finance, Accountancy, Information Technology, Risk Management, Business Management | |||
| 6 |
Mrs. Renu Karnad | Non-Executive Director |
Risk Management, Housing & Real Estate, Financial, Accounting & Audit, Consumer Behavior, Sales & Marketing, Legal and Strategy Management, Economics, Business Management | |||
| 7 |
Mr. Sandeep Parekh | Independent Director | Law (with focus on securities market and financial regulations), Payment & Settlement System, Business Management | |||
| 8 |
Mr. Sanjiv Sachar | Independent Director | Human Resource Management, Economics, Finance, Accountancy, Business Management | |||
| 9 |
Mr. Sashidhar Jagdishan | Managing Director & Chief Executive Officer |
Economics of Money, Banking and Finance, Accountancy, Business Management | |||
| 10 |
Dr. (Mrs.) Sunita Maheshwari | Independent Director | Medicine, Healthcare, Entrepreneurship, General Administration, Small Scale Industries, Business Management | |||
| 11 |
Mr. Umesh Chandra Sarangi | Independent Director | Agriculture and Rural Economy, Cooperation, Business Management | |||
| Name of Director |
Designation |
Age |
||||
| Mr. Atanu Chakraborty (1) |
Part time Non-Executive Chairman and Independent Director |
62 | ||||
| Mr. Sashidhar Jagdishan | Managing Director & CEO | 57 | ||||
| Mr. Kaizad Bharucha | Executive Director | 57 | ||||
| Mrs. Lily Vadera (2) |
Independent Director | 61 | ||||
| Mr. Malay Patel | Independent Director | 45 | ||||
| Mr. M. D. Ranganath | Independent Director | 60 | ||||
| Mrs. Renu Karnad (3) |
Non-Executive Director (Nominee of HDFC Limited) | 69 | ||||
| Mr. Sandeep Parekh | Independent Director | 50 | ||||
| Mr. Sanjiv Sachar | Independent Director | 64 | ||||
| Dr. (Mrs.) Sunita Maheshwari | Independent Director | 56 | ||||
| Mr. Umesh Chandra Sarangi | Independent Director | 70 | ||||
| (1) | Mr. Atanu Chakraborty was appointed as the part-time Non-Executive Chairman and Independent Director of the Bank with effect from May 5, 2021, pursuant to the approval by the RBI and by the shareholders of the Bank at its 27th Annual General Meeting held on July 17, 2021. |
| (2) | Mrs. Lily Vadera was appointed as an Independent Director of the Bank for a period of five (5) years with effect from November 26, 2021, pursuant to the approval by the shareholders of the Bank through postal ballot on March 27, 2022. |
| (3) | At the meeting of the Board of Directors held on April 16, 2022, Mrs. Renu Karnad was reappointed as the NED (Nominee of Housing Development Finance Corporation Limited, promoter of the Bank) on the Board of Directors, for a period of five (5) years with effect from September 3, 2022, subject to the approval by the Bank’s shareholders. |
| (4) | Mr. Srikanth Nadhamuni tendered his resignation as Non-Executive (Non-Independent) Director of the Bank with effect from February 18, 2022. |
| Name |
Position |
Age | ||
| Mr. Sashidhar Jagdishan | Managing Director and CEO | 57 | ||
| Mr. Kaizad Bharucha | Executive Director | 57 | ||
| Mr. Ashish Parthasarthy | Head – Treasury, GIB, NRI, Overseas and Teleservice Channels | 54 | ||
| Ms. Ashima Bhat | Head – Business Finance & Strategy, Administration, Infrastructure, ESG & CSR | 51 | ||
| Mr. Arvind Kapil | Head – Retail Assets and SLI | 50 | ||
| Mr. Arvind Vohra | Head – Retail Branch Banking | 50 | ||
| Mr. Anjani Rathor | Chief Digital Officer | 49 | ||
| Mr. Arup Rakshit | Head – Treasury-Sales, Analytics and Overseas | 53 | ||
| Mr. Bhavesh Zaveri | Head – Operations, ATM and Cash Management Product | 56 | ||
| Mr. Benjamin Frank | Head – Wholesale Credit | 57 | ||
| Mr. Chakrapani Venkatachari | Head – Internal Audit and Quality Initiatives Group | 58 | ||
| Mr. Jimmy Tata | Chief Credit Officer | 55 | ||
| Mr. Nirav Shah | Head – Corporate Banking and PSUs | 50 | ||
| Mr. Parag Rao | Head – Payments Business, Digital & IT | 56 | ||
| Mr. Rakesh Singh | Head – Investment Banking, Private Banking, Marketing and Products | 53 | ||
| Mr. Rahul Shukla | Head – Commercial Banking and Rural Business | 53 | ||
| Mr. Ramesh Lakshminarayanan | Chief Information Officer | 51 | ||
| Mr. Raveesh Bhatia | Head – Emerging Corporates Group | 56 | ||
| Ms. Smita Bhagat | Head – Government, Institutional Business, Partnerships, Inclusive Banking and Start-ups |
56 | ||
| Mr. Srinivasan Vaidyanathan | Chief Financial Officer | 58 | ||
| Mr. S. Sampathkumar | Head – NRI Domestic & Overseas Business, Third Party Products and Telesales & Service Relationships | 49 | ||
| Mr. Sanmoy Chakrabarti | Chief Risk Officer | 46 | ||
| Mr. Vinay Razdan | Chief Human Resources Officer | 55 |
| a. | overseeing the Bank’s financial reporting process and disclosure of financial information to ensure that the financial statement is correct, sufficient and credible; |
| b. | recommending the appointment and removal of external auditors and the fixing of their fees; |
| c. | reviewing with management the annual financial statements and auditors report before their submission to the Board, with special emphasis on accounting policies and practices, compliance with accounting standards, disclosure of related party transactions and other legal requirements relating to financial statements; |
| d. | reviewing the adequacy of the audit and compliance functions, including their policies, procedures, techniques and other regulatory requirements; and |
| e. | any other terms of reference as may be included from time to time in the Companies Act 2013, SEBI Listing Regulations, 2015, including any amendments or reenactments thereof from time to time. |
| a. | academic qualifications; |
| b. | previous experience; |
| c. | track record; and |
| d. | integrity of the candidate. |
| a. | identify the systemic lacunae, if any, that facilitated perpetration of the fraud and put in place measures to plug the same; |
| b. | identify the reasons for delay in detection, if any, and report to the top management of the Bank and the RBI; |
| c. | monitor the progress of any Central Bureau of Investigation and any police investigation and any appropriate recovery position; |
| d. | ensure that staff accountability is examined at all levels in all cases of fraud and that staff side action, if required, is completed quickly without loss of time; |
| e. | review the efficacy of the remedial action taken to prevent any recurrence of fraud, such as the strengthening of internal controls; and |
| f. | put in place other measures as may be considered relevant to strengthen preventive measures against frauds. |
| a. | formulating the Bank’s CSR strategy, policy and goals; |
| b. | monitoring the Bank’s CSR policy and performance; |
| c. | reviewing the CSR projects and initiatives from time to time; |
| d. | ensuring legal and regulatory compliance from a CSR viewpoint; |
| e. | ensuring reporting and communication to the Bank’s stakeholders on the Bank’s CSR; and |
| f. | monitoring the Bank’s ESG framework, strategy, goals and disclosures. |
| a. | framing of the Bank-level strategy and action plans for achieving the target of digital transactions in an organized manner, as may be set by the Government, regulatory authorities and Indian Banks’ Association, etc., from time to time; |
| b. | monitoring the progress of achievement in digital transactions in line with the Bank’s strategy and action plans; |
| c. | reviewing and exploring new opportunities for increasing the digital transactions of the Bank from time to time and giving the necessary directions in implementing and improving a high level of digitalization in the Bank; |
| d. | reviewing the Digital Banking strategy of the Bank as and when required, thereby providing direction on focus areas; |
| e. | reviewing the progress made on the initiatives relating to Digital Banking covering performance initiatives as determined by the Board of Directors and Government of India from time to time; |
| f. | reviewing customer services rendered on digital platforms from time to time; and |
| g. | any other terms of reference as may be specified by the Government, regulatory authorities and Indian Banks’ Association, etc., from time to time. |
| a. | approving IT strategy and related policy documents and reviewing the same from time to time; |
| b. | ensuring that the management has put an effective strategic planning process in place; |
| c. | approving the Bank’s IT budget to ensure it aligns with the business needs; |
| d. | approving reallocation of resources within IT to facilitate meeting priorities and business needs; and |
| e. | reviewing and approving IT implementation plans. |
| Particulars |
Sashidhar Jagdishan |
Kaizad Bharucha* |
||||||
(Rs. in million, except stock options) |
||||||||
| Basic |
25.2 | 26.4 | ||||||
| Allowances and perquisites |
33.1 | 28.3 | ||||||
| Provident fund |
3.0 | 3.2 | ||||||
| Superannuation |
3.8 | 4.0 | ||||||
| Performance bonus |
— | 44.6 | ||||||
| Number of stock options granted during the year |
— | ** | ||||||
| * | The Annual remuneration paid to Mr. Kaizad Bharucha, Executive Director, includes the payment of arrears for fiscal year 2021 which was approved by the RBI on March 23, 2022. For fiscal year 2021, cash variable pay of Rs. 35.2 million was approved by the RBI on March 23, 2022. Of the said approved amount of Rs. 35.2 million, Rs. 17.6 million (50 percent) was paid in fiscal year 2022 and the balance 50 percent will be deferred over a period of three years. Mr. Kaizad Bharucha was also paid cash variable pay of Rs. 20.8 million fiscal year 2020 as approved by the RBI on April 29, 2021. Mr. Kaizad Bharucha was paid Rs. 3.3 million being Tranche 2 of the deferred cash variable pay for fiscal year 2019 and Rs. 2.9 million being Tranche 3 of the deferred cash variable pay for fiscal year 2018. Thus, the total payout to Mr. Kaizad Bharuza in fiscal year 2022 was Rs. 44.6 million. |
| ** | Mr. Kaizad Bharucha was granted a total quantum of 120,730 |
| Director |
Sitting Fees (in Rs.) |
Remuneration to NEDs (in Rs.) |
||||||
| Mr. Atanu Chakraborty (1) |
3,650,000 | 3,170,699 | ||||||
| Mr. Malay Patel |
5,550,000 | 2,000,000 | ||||||
| Mr. Umesh Chandra Sarangi |
5,100,000 | 2,000,000 | ||||||
| Mr. Renu Karnad |
5,650,000 | 2,000,000 | ||||||
| Mr. Sanjiv Sachar |
5,800,000 | 2,000,000 | ||||||
| Mr. Sandeep Parekh |
4,350,000 | 2,000,000 | ||||||
| Mr. M.D. Ranganath |
6,450,000 | 2,000,000 | ||||||
| Dr. (Mrs.) Sunita Maheshwari |
2,100,000 | 2,000,000 | ||||||
| Mr. Lily Vadera (2) |
600,000 | 690,217 | ||||||
| Mr. Srikanth Nadhamuni (3) |
5,500,000 | 1,772,222 | ||||||
| Total |
44,750,000 |
19,633,138 |
||||||
| (1) | During the year, Mr. Atanu Chakraborty was paid remuneration of Rs. 3,170,699, ( i.e. |
| (2) | Mrs. Lily Vadera was appointed as an Independent Director of the Bank with effect from November 26, 2021. |
| (3) | Mr. Srikanth Nadhamuni tendered his resignation as NED (Non-Independent) of the Bank with effect from February 18, 2022. |
| Name |
Largest amount outstanding since March 31, 2021 |
Amount outstanding as of March 31, 2022 |
Interest rate as of March 31, 2022 % |
Nature of Loan |
||||||||||||
(Rs. in millions, except percentages) |
||||||||||||||||
| Mr. Sashidhar Jagdishan |
5.33 | 5.19 | 2.50 | Housing Loan | ||||||||||||
| Ms. Ashima Bhat |
3.91 | 3.82 | 2.50 | Housing Loan | ||||||||||||
| Mr. Ashish Parthasarthy |
4.81 | 4.71 | 2.50 | Housing Loan | ||||||||||||
| Mr. Arvind Kapil |
7.50 | 7.40 | 2.50 | Housing Loan | ||||||||||||
| Mr. Arvind Kapil |
7.50 | 7.41 | 5.00 | Additional Housing Loan | ||||||||||||
| Mr. Arvind Vohra |
2.44 | 2.38 | 2.50 | Housing Loan | ||||||||||||
| Mr. Bhavesh Zaveri |
6.68 | 6.39 | 2.50 | Housing Loan | ||||||||||||
| Mr. Bhavesh Zaveri |
6.73 | 6.44 | 5.00 | Additional Housing Loan | ||||||||||||
| Mr. Bhavesh Zaveri |
0.25 | 0.16 | 5.00 | Personal Loan | ||||||||||||
| Mr. Benjamin Frank |
0.36 | 0.24 | 2.50 | Housing Loan | ||||||||||||
| Mr. Benjamin Frank |
0.60 | 0.49 | 5.00 | Personal Loan | ||||||||||||
| Mr. Chakrapani Venkatachari |
4.07 | 3.40 | 2.50 | Housing Loan | ||||||||||||
| Mr. Chakrapani Venkatachari |
4.38 | 3.61 | 5.00 | Additional Housing Loan | ||||||||||||
| Mr. Nirav Shah |
6.71 | 6.59 | 2.50 | Housing Loan | ||||||||||||
| Mr. Nirav Shah |
6.99 | 6.87 | 5.00 | Additional Housing Loan | ||||||||||||
| Mr. Raveesh Bhatia |
0.56 | 0.55 | 5.00 | Personal Loan | ||||||||||||
| Mr. Rakesh Singh |
6.71 | 6.54 | 2.50 | Housing Loan | ||||||||||||
| Mr. Rakesh Singh |
6.83 | 6.66 | 5.00 | Additional Housing Loan | ||||||||||||
| Ms. Smita Bhagat |
6.69 | 6.37 | 2.50 | Housing Loan | ||||||||||||
| Ms. Smita Bhagat |
6.73 | 6.42 | 5.00 | Additional Housing Loan | ||||||||||||
| Mr. S. Sampathkumar |
1.76 | 1.72 | 2.50 | Housing Loan | ||||||||||||
| Mr. S. Sampathkumar |
0.6 | 0.49 | 5.00 | Personal Loan | ||||||||||||
| • | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; |
| • | provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| • | provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisitions, use or dispositions of our assets that could have a material effect on the financial statements. |
Fiscal Year Ended |
||||||||||||
| Type of Services |
March 31, 2021 |
March 31, 2022 |
Description of Services |
|||||||||
(in millions) |
||||||||||||
| Audit services |
Rs. | 61.7 | Rs. | 63.7 | Audit of financial statements | |||||||
| Audit-related services |
6.7 | 19.2 | Limited review | |||||||||
| Tax services |
— | — | Tax services | |||||||||
| Other services |
2.5 | 13.9 | Certification & other services | |||||||||
| Total |
Rs. | 70.9 | Rs. | 96.8 | ||||||||
| 1. | Establish an independent audit committee that has specified responsibilities and authority. [NYSE Listed Company Manual Section 303A.06]; |
| 2. | Provide prompt written notice by its CEO if any executive officer becomes aware of any non-compliance with any applicable corporate governance rules. [NYSE Listed Company Manual Section 303A.12(b)]; |
| 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. [NYSE Listed Company Manual Section 303A.12(c)]; and |
| 4. | Include a statement of significant differences between its corporate governance practices and those followed by United States companies in the annual report of the foreign private issuer. [NYSE Listed Company Manual Section 303A.11]. |
| NYSE Corporate Governance Standards applicable to NYSE Listed Companies |
Corporate Governance Rules as per SEBI Listing Regulations | |
| An NYSE listed company needs to have a majority of independent directors. [NYSE Listed Company Manual Section 303A.01] | The board of a listed company must have a combination of executive and non-executive directors, including at least one female director, and not less than 50 percent of the directors may be non-executive directors. The board of directors of the 500 largest listed entities, as determined by market capitalization at the end of the most recent financial year, shall have at least one independent female director by April 1, 2019 and the board of directors of the 1,000 largest listed entities, as determined by market capitalization at the end of the most recent financial year, shall have at least one independent female director by April 1, 2020.No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person if: (i) the chairperson of the board of directors is a non-executive director, at least one-third of the board of directors must be comprised of independent directors; (ii) the company does not have a regular non-executive chairperson, at least half of the board of directors must be comprised of independent directors; and (iii) the regular non-executive chairperson is a promoter of the listed company or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed company must consist of independent directors. |
| The requirements under the SEBI Listing Regulations which become applicable to a listed entity on the basis of market capitalization criteria continue to apply to such entity even if when it falls below the specified threshold. | ||
| A director must meet certain criteria in order to qualify as “independent”. An NYSE listed company must disclose the identity of its independent directors and the basis upon which it is determined that they are independent. [NYSE Listed Company Manual Section 303A.02 ] | A director must meet certain criteria in order to qualify as “independent”. The appointment, reappointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution. No independent director, who resigns from a listed entity, shall be appointed as an executive or full-time director on the board of the listed entity, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director. | |
Executive Sessions |
||
Non-management directors need to meet at regularly scheduled executive sessions without management. [NYSE Listed Company Manual Section 303A.03] |
The board of directors of a listed company must meet at least four times a year, with a maximum time gap of 120 days between any two meetings. The independent directors of the listed company must hold at least one meeting each year without the presence of the non-independent directors and the members of management, and all the independent directors have to endeavor to be present at such meeting. | |
Nominating/Corporate Governance Committee |
||
| An NYSE listed company needs to have a nominating/corporate governance committee composed entirely of independent directors. [NYSE Listed Company Manual Section 303A.04] | A listed company needs to have a nomination and remuneration committee. All members of the nomination and remuneration committee must be non-executive directors and at least two-thirds must be independent directors. | |
| Listed companies in India are not required to constitute a separate corporate governance committee. The Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (the “SEBI Listing Regulations”) prescribe the corporate governance requirements which include, inter alia | ||
| The nominating/corporate governance committee needs to have a written charter that addresses certain specific committee purposes and responsibilities and provides for an annual performance evaluation of the committee. [NYSE Listed Company Manual Section 303A.04] | The nomination and remuneration committee must have the terms of reference specified in the SEBI Listing Regulations and the Companies Act 2013 such as formulating criteria to determine the qualifications, positive attributes and independence of directors, formulating criteria to evaluate the performance of directors, recommending a remuneration policy for directors and devising a board diversity policy. | |
Compensation Committee |
||
| An NYSE listed company needs to have a compensation committee composed entirely of independent directors. Compensation committee members must satisfy certain additional independence requirements set forth in Section 303A.02 of the NYSE Listed Company Manual by the deadline specified therein. [NYSE Listed Company Manual Section 303A.05] | A listed company is permitted to have a combined nomination and remuneration committee. All members of the nomination and remuneration committee must be non-executive directors and at least two-thirds must be independent directors. The chairperson of the nomination and remuneration committee must be an independent director. | |
| The compensation committee needs to have a written charter that addresses certain specific rights, purposes and responsibilities of the committee, and provides for an annual performance evaluation of the committee. [NYSE Listed Company Manual Section 303A.05] | The terms of reference and the role of the nomination and remuneration committee have been specified under the Companies Act 2013 and SEBI Listing Regulations and must include, inter alia | |
Audit Committee |
||
| An NYSE listed company needs to have an audit committee with at least three members. All the members of the audit committee must satisfy the independence requirements of Rule 10A-3 under the Exchange Act and the requirements of NYSE Corporate Governance Standard 303A.02. [NYSE Listed Company Manual Sections 303A.06 and 303A.07] |
A listed company must have a qualified audit committee with a minimum of three directors as members and at least two-thirds of such members must be independent directors. In case of a listed entity having outstanding equity shares with superior voting rights, the audit committee must consist of only independent directors. All members of the audit committee should be financially literate and at least one member must have accounting or related financial management expertise. | |
| The audit committee needs to have a written charter that addresses certain specific purposes of the committee, provides for an annual performance evaluation of the committee and sets forth certain specific minimum duties and responsibilities. [NYSE Listed Company Manual Section 303A.07] | The terms of reference and the role of the audit committee of a listed company have been specified in the SEBI Listing Regulations and the Companies Act 2013 and include, inter alia | |
Internal Audit Function |
||
| An NYSE listed company needs to have an internal audit function to provide management and the audit committee with ongoing assessments of the company’s risk management processes and system of internal control. A company may choose to outsource this function to a third-party service provider other than its independent auditor. [NYSE Listed Company Manual Section 303A.07] | A listed company must appoint an internal auditor to conduct an internal audit. The auditor must review the accounts of the company and submit a report along with financial statements of the company placed before the company in a general meeting. It is the role of the audit committee to review the adequacy of the company’s internal audit function and all internal audit reports relating to internal control weaknesses of the company. The audit committee should also evaluate the internal financial controls and risk management systems of the company. | |
| In addition, a listed company must put in place procedures to inform board members about risk assessment and minimization procedures. The board of directors is responsible for framing, implementing and monitoring the company’s risk assessment plan. Further, the top 1000 listed companies (determined on the basis of market capitalization as at the end of the immediately previous financial year) and companies qualifying as a ‘high value debt listed entity’ must establish a risk management committee, consisting of at least three members with a majority of them being board members including at least one independent director, and, in case of a listed entity having outstanding equity shares with superior voting rights, at least two-thirds of the Risk Management Committee shall comprise independent directors. The board of directors shall define the roles and responsibilities of the risk management committee. Where a listed company has equity shares with superior voting rights issued and outstanding, two-thirds of the committee members are required to be independent directors.The board may delegate the monitoring and review of the risk management plan to the risk management committee. | ||
Shareholder Approval of Equity Compensation Plans |
||
| Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions. [NYSE Listed Company Manual Section 303A.08] | Under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, shareholders’ approval is required for all equity compensation plans and material revisions thereto. | |
Corporate Governance Guidelines/Code of Ethics |
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| An NYSE listed company needs to adopt and disclose corporate governance guidelines. [NYSE Listed Company Manual Section 303A.09] | A listed company is required to comply with all mandatory corporate governance requirements as prescribed under the Companies Act 2013 and the SEBI Listing Regulations, and disclose such compliance to stock exchanges in the corporate governance report contained in the listed company’s annual report. The listed company should also state in its annual report the extent to which it has complied with the non-mandatory corporate governance requirements. The listed entity is also required to submit a compliance report on corporate governance on a quarterly basis. | |
| An NYSE listed company needs to adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. [NYSE Listed Company Manual Section 303A.10] | A listed company needs to adopt a code of conduct (or code of ethics), which is applicable to all members of the board of directors and senior management. The company’s annual report and the yearly compliance report on corporate governance must both disclose any non-compliance with any requirement of the compliance report on corporate governance and contain a declaration signed by the CEO stating that all board members and senior management personnel have complied with the code of conduct. | |
Certifications as to Compliance |
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| The CEO of each NYSE listed company has to certify on an annual basis that he or she is not aware of any violation by the company of the NYSE corporate governance listing standards. This certification, as well as the CEO/CFO certification required under Section 302 of the Sarbanes-Oxley Act of 2002, must be disclosed in the company’s annual report to shareholders. [NYSE Listed Company Manual Section 303A.12] | The CEO and the CFO are required to provide an annual certification on the true and fair view of the company’s financial statements and compliance with existing accounting standards, applicable laws and regulations. In addition, a listed company is required to submit a quarterly compliance report and an annual corporate governance report to stock exchanges which must include a certificate from either the auditors or the practicing company secretary regarding the company’s compliance with the conditions of corporate governance. A listed company is also required to submit a secretarial compliance report to stock exchanges annually. | |
Posting of Charters and Guidelines on Website |
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| An NYSE listed company is required to post the charters of its audit, compensation, and nominating/corporate governance committees, its corporate governance guidelines, and its code of business conduct and ethics on the company’s website, and to state in its proxy statement or annual report that these documents are so posted. The listed company’s website address must be included in such postings. [NYSE Listed Company Manual Sections 303A.04, 303A.05, 303A.07, 303A.09 and 303A.10] | A listed company must maintain a functional website containing information about the company including, inter alia | |
| • | each person or group of affiliated persons known by us to beneficially own 5 percent or more of our equity shares; and |
| • | our individual directors and their relatives as a group. |
Number of Shares |
Percentage of Total Equity Shares Outstanding |
|||||||
| HDFC Group |
1,164,625,834 | 21.00 | % | |||||
| Directors and relatives |
48,77,958 | 0.09 | % | |||||
| • | insurance companies; |
| • | regulated investment companies and real estate investment trusts; |
| • | tax-exempt organizations; |
| • | broker-dealers; |
| • | traders in securities that elect to mark-to-market; |
| • | banks or certain other financial institutions; |
| • | United States investors whose functional currency is not the United States dollar; |
| • | certain former citizens or residents of the United States subject to Section 877 of the Internal Revenue Code; |
| • | investors that hold our ADSs or equity shares as part of a hedge, straddle or conversion transaction; or |
| • | holders that own, directly, indirectly or constructively, 10.0 percent or more of our total combined voting stock. |
| • | an individual who is a citizen or resident of the United States; |
| • | a corporation (or other entity taxable as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
| • | an estate, the income of which is subject to United States federal income tax regardless of its source; or |
| • | a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust, or if the trust has made a valid election to be treated as a United States person. |
| • | such gain is considered effectively connected with the Non-U.S. Holder’s conduct of a United States trade or business (and, if required by an applicable income tax treaty, the income is attributable to a permanent establishment maintained in the United States); or |
| • | such Non-U.S. Holder is an individual that is present in the United States for 183 days or more during the taxable year of the disposition, and certain other conditions are met. |
| • | is a corporation or other exempt recipient; or |
| • | provides an accurate taxpayer identification number and certifies that no loss of exemption from backup withholding applies to such U.S. Holder. |
| (i) | In the case of individuals and non-financial entities (other than promoters/promoter group), 10.0 percent of the paid-up capital. However, in the case of promoters being individuals and non-financial entities in existing banks, the permitted promoter/promoter group shareholding shall be as prescribed under the February 2013 guidelines, i.e. |
| (ii) | In the case of entities from the financial sector, other than regulated or diversified or listed, 15.0 percent of the paid-up capital. |
| (iii) | In the case of “regulated, well diversified, listed entities from the financial sector” shareholding by supranational institutions, public sector undertaking or government, up to 40.0 percent of the paid-up capital is permitted for both promoters/promoter group and non-promoters. |
| • | Tier 1—100,000 and above; |
| • | Tier 2—50,000 to 99,999; |
| • | Tier 3—20,000 to 49,999; |
| • | Tier 4—10,000 to 19,999; |
| • | Tier 5—5,000 to 9,999; and |
| • | Tier 6—Less than 5,000. |
| • | A concept of “banking outlets” has been introduced. A banking outlet for a domestic scheduled commercial bank has been defined as a fixed point service delivery unit, manned by either bank’s staff or its business correspondent where services of acceptance of deposits, encashment of checks/cash withdrawal or lending of money are provided for a minimum of four hours per day for at least five days a week. |
| • | At least 25.0 percent of the total number of “banking outlets” opened during a fiscal year must be opened in unbanked rural centers (Tier 5 and Tier 6). The definition of unbanked rural centers has been modified to mean a rural (Tier 5 and Tier 6) center that does not have a CBS-enabled banking outlet of a scheduled commercial bank. |
| • | The restriction on the number of banking outlets that may be opened in Tier 1 centers has been removed. |
| • | interest and/or an installment of principal remain overdue (as defined below) for a period of more than 90 days in respect of a term loan; |
| • | the account remains “out-of-order”(as defined below) in respect of an overdraft (“OD”) or cash credit (“CC”) for more than 90 days; |
| • | the bill remains overdue for a period of more than 90 days in the case of bills purchased and discounted; |
| • | the installment of principal or interest thereon remains overdue for two crop seasons for short-duration crops; |
| • | the installment of principal or interest thereon remains overdue for one crop season for long-duration crops; |
| • | the amount of a liquidity facility remains outstanding for more than 90 days, in respect of securitisation transactions undertaken in accordance with the RBI (Securitisation of Standard Assets) Directions, 2021; or |
| • | in respect of derivative transactions, the overdue receivables representing the positive mark-to-market |
| • | Up to one year: 25.0 percent provision. |
| • | One to three years: 40.0 percent provision. |
| • | More than three years: 100.0 percent provision. |
| (i) | Rescheduling of payments: |
| • | In respect of all term loans (including agricultural term loans, retail and crop loans), all commercial banks (including RRBs, SFBs and local area banks), co-operative banks, all-India financial institutions, and NBFCs (including housing finance companies) were permitted to grant a moratorium on the payment of all installments falling due between March 1, 2020 and August 31, 2020. |
| • | In respect of working capital facilities sanctioned in the form of cash credit/overdraft (“CC/OD”), lending institutions were permitted to defer the recovery of interest applied in respect of all such facilities during the period from March 1, 2020 up to August 31, 2020. Lending institutions were permitted, at their discretion, to convert the accumulated interest for the deferment period up to August 31, 2020, into a funded interest term loan (“FITL”), such being required to be repayable not later than March 31, 2021. |
| • | In respect of working capital facilities sanctioned in the form of CC/OD to borrowers facing financial difficulties as a result of the economic fallout of the pandemic, lending institutions were permitted to, as a one-time measure: |
| a) | recalculate the “drawing power” by reducing the margins until August 31, 2020. However, in all cases where such a temporary improvement in drawing power was considered, the margins were required to be restored to the original levels by March 31, 2021; or |
| b) | review the working capital sanctioned limits by March 31, 2021, based on a reassessment of the working capital cycle. |
| (ii) | Asset classification and provisioning: |
| • | For the purpose of asset classification, all accounts classified as “standard” as on February 29, 2020 even if overdue, the moratorium period, wherever granted, was to be excluded by the lending institutions from the number of days past due. |
| • | In respect of working capital facilities sanctioned in the form of CC/OD, the deferment period, wherever granted in respect of all facilities classified as “standard”, including special mention accounts (“SMAs”), which are accounts that have the potential to become NPAs or stressed assets, as on February 29, 2020, were to be excluded for the determination of the out-of-order |
| • | The conversion of accumulated interest into a FITL and the changes in the credit terms permitted to borrowers outlined under “ Rescheduling of payments |
| • | The rescheduling of payments, including interest, would not qualify as a default for the purposes of supervisory reporting and reporting to credit information companies (“CICs”) by the lending institutions. CICs must ensure that permitted actions taken by lending institutions as a consequence of the COVID-19 pandemic would not adversely impact the credit history of the borrowers. |
| • | In accordance with the provisions described above, with respect to accounts classified as “standard”, but which have become overdue, and where the asset classification benefit has been extended, lending institutions were required to make general provisions equaling not less than 10.0 percent of the total outstanding value of such accounts. Such provisions were to be phased in over the course of two financial quarters as described below: |
| a) | Financial quarter ended March 31, 2020– not less than 5.0 percent; and |
| b) | Financial quarter ending June 30, 2020– not less than 5.0 percent. |
| • | These provisioning requirements were not to be used to arrive at net NPAs until they are adjusted against the actual provisioning requirements. |
| (iii) | Resolution of stressed assets |
| • | In respect of accounts which were within the review period as on March 1, 2020, the period from March 1, 2020 to August 31, 2020 would be excluded from the calculation of the 30-day timeline for the review period under the RBI’s guidelines. In respect of all such accounts, the residual review period would resume from September 1, 2020, upon expiry of which the lenders would have the usual 180 days for resolution. |
| • | In respect of accounts where the review period had been completed, but the 180-day resolution period had not expired as on March 1, 2020, the timeline for resolution was extended by 180 days from the date on which the 180-day period was originally set to expire. |
| • | transfer of loan accounts of borrowers by a bank to other banks, financial institutions or NBFCs, at the request of the borrower; |
| • | inter-bank participations; |
| • | trading in bonds; |
| • | sale of the entire portfolio of assets consequent upon a decision to exit the line of business completely (which should have the approval of the board of directors of the bank); |
| • | consortium and syndication arrangements and arrangement under a corporate debt restructuring mechanism; and |
| • | any other arrangements/transactions specifically exempted by the RBI. |
| (i) | PSLC Agriculture: counting for achievement towards the total agriculture lending target; |
| (ii) | PSLC SF/MF: counting for achievement towards the sub-target for lending to small and marginal farmers; |
| (iii) | PSLC Micro Enterprises: counting for achievement towards the sub-target for lending to micro enterprises; and |
| (iv) | PSLC General: counting for achievement towards the overall priority sector target. |
| • | all types of funded and non-funded credit limits; and |
| • | facilities extended by way of equipment leasing, hire purchase finance and factoring services. |
| • | direct investment in equity shares, convertible bonds, convertible debentures and units of equity-oriented mutual funds, the fund assets of which are not exclusively invested in corporate debt; |
| • | advances against shares, bonds, debentures or other securities or advances without security to individuals for investment in shares (including in primary offerings and employee stock option plans), convertible bonds, convertible debentures and units of equity-oriented mutual funds; |
| • | advances for any other purposes where shares or convertible bonds or convertible debentures or units of equity-oriented mutual funds are taken as primary security; |
| • | advances for any other purposes to the extent secured by collateral of shares, convertible bonds, convertible debentures or units of equity-oriented mutual funds ( i.e. |
| • | secured and unsecured advances to stockbrokers and guarantees issued on behalf of stockbrokers and market makers; |
| • | loans sanctioned to companies against the security of shares/bonds/debentures or other securities or on a clean basis for meeting a promoter’s contribution to the equity of new companies; |
| • | bridge loans to companies against expected equity flows/issues; |
| • | underwriting commitments taken up by banks in respect of primary issues of shares or convertible bonds or convertible debentures or units of equity-oriented mutual funds; |
| • | financing to stockbrokers for margin trading; |
| • | all exposure to venture capital funds (both registered and unregistered); and |
| • | irrevocable payment commitments issued by custodian banks in favor of stock exchanges. |
| • | Banks are required to classify their entire portfolio of approved securities under three categories: “held for trading”, “available for sale” and “held to maturity”; banks must decide the category of investment at the time of acquisition. |
| • | Held to maturity (“HTM”) investments compulsorily include: (i) recapitalization bonds received from the Government; (ii) investments in subsidiaries and joint ventures; and (iii) investment in the long-term bonds (with a minimum residual maturity of seven years) issued by companies engaged in infrastructure activities. The minimum residual maturity of these bonds must be of seven years at the time of investment in these bonds. Once invested, banks may continue to classify these investments under the HTM category even if the residual maturity falls below seven years subsequently. Held to maturity investments also include any other investments identified for inclusion in this category subject to the condition that such investments cannot exceed 25 percent of total investments. Banks are permitted to exceed the limit of 25 percent of investments for the held to maturity category provided the excess is comprised only of investments eligible for the SLR and the aggregate of such investments in the held to maturity category does not exceed a specified percentage of the prescribed demand and time liabilities. |
| • | Profit on the sale of investments in the HTM category is appropriated to the capital reserve account after being recognized in the profit and loss account. Loss on any sale is recognized in the profit and loss account. |
| • | Investments under the held for trading category must be sold within 90 days. |
| • | Available for sale and held for trading securities are required to be valued at market or fair value at prescribed intervals. The market price of the security available from the stock exchange, the price of securities in subsidiary general ledger transactions, the RBI price list or prices declared by the Primary Dealers Association of India jointly with the Fixed Income Money Market and Derivatives Association of India serves as the “market value” for investments in available for sale and held for trading securities. |
| • | Profit or loss on the sale of investments in both the held for trading and available for sale categories is recorded in the profit and loss account. |
| • | Shifting of investments from or to the HTM category is permitted only under exceptional circumstances with the approval of the board of directors once a year, normally at the beginning of the accounting year; shifting of investments from available for sale to held for trading may be done, subject to depreciation, if any, applicable on the date of transfer, with the approval of the board of directors, the asset liability management committee or the investment committee; shifting from held for trading to available for sale is generally not permitted, save for under exceptional circumstances where banks are not able to sell the security within 90 days due to tight liquidity conditions, or extreme volatility, or the market becoming unidirectional, in which case transfer is permitted only with the approval of the board of directors, the asset liability management committee or the investment committee. |
| • | each bank will have to offer a uniform interest rate on savings bank deposits up to Rs. 0.1 million, irrespective of the amount in the account within this limit. While calculating interest on such deposits, banks are required to apply the uniform rate set by them on end-of-day |
| • | for any end-of-day |
| • | a single term deposit is of Rs. 20.0 million and above; and |
| • | interest on deposits is paid in accordance with the schedule of interest rates disclosed in advance by the bank and not pursuant to negotiation between the depositor and the bank. |
| (a) | all cash transactions with a value of more than Rs. 1.0 million or an equivalent in foreign currency; |
| (b) | all series of cash transactions integrally connected to each other which have been valued below Rs. 1.0 million or an equivalent in foreign currency where such series of transactions has taken place within a month and the aggregate value of such transactions exceeds Rs. 1.0 million; |
| (c) | all transactions involving receipts by non-profit organizations with a value of more than Rs. 1.0 million or an equivalent in foreign currency; |
| (d) | all cash transactions in which forged or counterfeit currency notes or bank notes have been used and where any forgery of a valuable security or a document has taken place facilitating the transaction; and |
| (e) | all other suspicious transactions whether or not made in cash and by such other ways as mentioned in the Rules. |
| (a) | liabilities to the banking system in India as computed under clause (d) of the explanation to section 42(1) of the Reserve Bank of India Act 1934; |
| (b) | credit balances in Asian Clearing Union (US$) Accounts; and |
| (c) | demand and time liabilities in respect of the banks’ offshore banking units. |
| i. | Cash including cash reserves in excess of required CRR. |
| ii. | For banks incorporated in India, |
| • | Reserves held with foreign central banks in excess of the reserve requirement, where a foreign sovereign has been assigned a 0 percent risk weight as per the rating by an international rating agency. |
| • | Reserves held with foreign central banks in excess of the reserve requirement, to the extent these balances cover the Bank’s stressed net cash outflows in that specific currency, in cases where a foreign sovereign has been assigned a non-0 percent risk weight as per the rating by an international rating agency, but a 0 percent risk weight has been assigned at national discretion under the Basel II framework. |
| iii. | Government securities in excess of the minimum SLR requirement. |
| iv. | Within the mandatory SLR requirement, Government securities to the extent allowed by the RBI, under Marginal Standing Facility (MSF). |
| v. | Marketable securities issued or guaranteed by foreign sovereigns satisfying all the following conditions: |
| (a) | assigned a 0 percent risk weight under the Basel II standardized approach for credit risk; |
| (b) | traded in large, deep and active repo or cash markets characterized by a low level of concentration and proven record as a reliable source of liquidity in the markets (repo or sale), even during stressed market conditions; and |
| (c) | not issued by a bank, financial institution, NBFC or any of its affiliated entities. |
| • | requiring certain foreign banks, including banks with complex structures and banks belonging to jurisdictions which: (i) do not have adequate disclosure requirements; or (ii) have legislation which give preferential treatment to deposits of the home country in a winding-up proceeding, to set up a wholly owned subsidiary in order to enter the Indian market; |
| • | permitting foreign banks that do not fall under the above categories to either set up a branch office or a wholly owned subsidiary; |
| • | offering near-national treatment to wholly owned subsidiaries of foreign banks, subject to certain conditions; |
| • | requiring newly incorporated wholly owned subsidiaries to have an initial minimum paid-up voting equity capital of Rs. 5.0 billion. In the case of existing banking outlets of foreign banks that wish to convert into a wholly owned subsidiary, they must have a minimum net worth of Rs. 5.0 billion; |
| • | requiring at least 50.0 percent of the board of directors of wholly owned subsidiaries to be Indian nationals, non-resident Indians or persons of Indian origin; and |
| • | mandating that wholly owned subsidiaries comply with the priority sector lending requirements applicable to domestic commercial banks. |
| 1. | overseas borrowing by banks for the purpose of financing export credit subject to certain conditions prescribed by the RBI; |
| 2. | capital funds raised or augmented by the issue of Innovative Perpetual Debt Instruments and Debt Capital Instruments in foreign currency; |
| 3. | subordinated debt placed by head offices of foreign banks with their banking outlets in India as Tier II capital; and |
| 4. | any other overseas borrowing with the specific approval of the RBI. |
| • | the capital adequacy ratio must be at least 9.0 percent for the preceding two completed years and the accounting year for which the Bank proposes to declare a dividend; |
| • | Net non-performing assets must be less than 7.0 percent of advances. In the event a bank does not meet the above capital adequacy norm, but has capital adequacy of at least 9.0 percent for the fiscal year for which it proposes to declare a dividend it would be eligible to declare a dividend if its net non-performing asset ratio is less than 5.0 percent; |
| • | the bank has complied with the provisions of Sections 15 and 17 of the Banking Regulation Act; |
| • | the bank has complied with the prevailing regulations/guidelines issued by the RBI, including creating adequate provisions for the impairment of assets and staff retirement benefits and the transfer of profits to statutory reserves; |
| • | dividends should be payable out of the current year’s profits; and |
| • | the RBI has not placed any explicit restrictions on the Bank for declarations of dividends. |
| • | the dividend payout ratio (calculated as a percentage of “dividends payable in a year” (excluding dividend tax) to “net profit during the year”) should not exceed 40.0 percent. The RBI has prescribed a matrix of criteria linked to the capital adequacy ratio and the net non-performing assets ratio in order to ascertain the maximum permissible range of the dividend payout ratio; and |
| • | if the financial statements for which the dividend is declared have any audit qualifications which have an adverse bearing on the profits, the same should be adjusted while calculating the dividend payout ratio. |
| • | assets, liabilities and off-balance sheet exposures; |
| • | the risk weighting of these exposures, the capital base and the capital adequacy ratio; |
| • | asset quality; |
| • | concentration of exposures; |
| • | connected and related lending and the profile of ownership, control and management; and |
| • | other prudential parameters. |
| • | The chair of the board shall be an independent director. |
| • | The posts of managing director (“MD”) and chief executive officer (“CEO”) or WTD cannot be held by the same person for more than 15 years. The individual will be eligible for reappointment as MD and CEO or WTD in the same bank, if considered necessary and desirable by the board of directors, after a minimum gap of three years, subject to meeting other conditions. During this three-year cooling period, the individual may not be appointed or associated with the bank or its group entities in any capacity, either directly or indirectly. |
| • | The upper age limit for a person serving as MD and CEO or WTDs in a private bank would continue to be 70 years. |
| • | An MD and CEO or WTD who is also a promoter or major shareholder, cannot hold these posts for more than 12 years. |
| (i) | Foreign portfolio investors (“FPIs”) are permitted to invest in government securities with 7- and 14-year-maturities. |
| (ii) | During the period between July 8, 2022 and October 31, 2022, short-term investments by FPIs in government securities and corporate bonds are exempt from the limit on short-term investments until maturity or sale of such investments; the regulations required that such short-term investments shall not exceed 30 percent of the total investment of that FPI in any category. |
| (iii) | During the period between July 8, 2022 and October 31, 2022, investments by FPIs in commercial paper and non-convertible debentures with an original maturity of up to one year are exempt from the limit on short-term investments until maturity or sale of such investments. |
| (iv) | Until December 31, 2022, the maximum borrowing limit under the ECB framework has been increased temporarily from US$ 750 million or its equivalent per financial year to US$ 1.5 billion. In addition, the all-in cost ceiling under the ECB framework has been raised by 100 basis points for the same period, provided that the borrower has an investment grade rating. |
| a) | Invoicing—all exports and imports may be denominated and invoiced in rupees; |
| b) | Exchange rate—the exchange rate between the currencies of the trading partner countries may be market-determined; and |
| c) | Settlement—the settlement of trade transactions shall occur in rupees in accordance with the procedure laid down in the circular. |
| a) | Indian importers shall make payment in rupees which shall be credited into the special “vostro” account of the correspondent bank of the partner country against the invoices for the supply of goods or services from the overseas seller/supplier; and |
| b) | Indian exporters shall be paid the export proceeds in rupees from the balance in the designated special “vostro” account of the correspondent bank of the partner country. |
| i) | Payments for projects and investments; |
| ii) | Export/import advance flow management; and |
| iii) | Investments in government treasury bills, government securities etc. within existing guidelines and prescribed limits as well as subject to FEMA and similar statutory provisions. |
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the Indian company has issued ADSs; |
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the shares of the Indian company are purchased by a registered stockbroker in India in the name of the depository, on behalf of the non-resident investor who wishes to convert such shares into ADSs; |
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shares are purchased on a recognized stock exchange; |
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the shares are purchased with the permission of the custodian of the ADSs of the Indian company and are deposited with the custodian; |
• |
the number of shares so purchased does not exceed the ADSs converted into underlying shares, and is in compliance with the sectoral caps applicable under the Foreign Direct Investment regime; and |
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the non-resident investor, broker, custodian and the overseas depository comply with the provisions of the Depository Receipt Mechanism and the guidelines issued in relation thereto from time to time. |
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provide a certificate to the RBI and the SEBI stating that the sectoral caps for foreign investment in the relevant company have not been breached; |
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monitor the total number of ADSs that have been converted into underlying shares by non-resident investors; |
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liaise with the issuer company to verify that the sectoral caps for foreign direct investment, if any, are not being breached; and |
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file a monthly report about the ADS transactions under the two-way fungibility arrangement with the SEBI. |
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foreign investments, including a transfer of shares, in excess of specified sectoral caps; |
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transfer of control and/or ownership (as a result of a share transfer and/or new share issuance) pursuant to an amalgamation, merger or acquisition of an Indian company engaged in an activity having limitations on foreign ownership, currently owned or controlled by resident Indian citizens and Indian companies, which are owned or controlled by resident Indian citizens to a non-resident entity; |
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foreign investments in a non-operating company that does not have any downstream investments for undertaking activities which are under Government route. Further, as and when such a company commences business or makes downstream investment, it will have to comply with the relevant sectoral conditions on entry route, conditionalities and caps; |
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foreign investments by an unincorporated entity in certain cases; and |
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foreign investment by swap of shares for sectors under the Government approval route. |
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Foreign investors may own up to 74 percent of the equity shares of a private sector Indian banking company subject to compliance with guidelines issued by the RBI from time to time. FDI up to 49 percent is permitted under the automatic route and FDI above 49 percent and up to 74 percent requires prior approval of the competent authorities. This 74 percent limit will include investment under the portfolio investment scheme by FPIs, NRIs and shares acquired prior to September 16, 2003 by erstwhile OCBs, and continue to include IPOs, private placements, GDR/ADRs and acquisition of shares from existing shareholders. Aggregate foreign investment in the Bank from all sources is allowed up to a maximum of 74 percent of the paid-up capital of the Bank. At least 26 percent of the paid-up capital would have to be held by Indian residents, except in the case of a wholly-owned subsidiary of a foreign bank. |
• |
An FPI may invest in the capital of an Indian banking company in the private sector under the portfolio investment scheme which limits the individual holding of an FPI to below 10 percent of the capital of the Indian banking company. With effect from April 1, 2020, the aggregate limit for FPI investment is prescribed by sectoral caps applicable to Indian companies in relation to FDI, in accordance with the NDI Rules. Subject to a resolution of the board of directors and a special resolution of the shareholders of the Indian banking company, the 74 percent limit ordinarily applicable to Indian banking companies could be decreased to 24 percent, or 49 percent of the total paid-up capital of a private sector banking company before March 31, 2020. An Indian banking company which has decreased its aggregate limit of FDI investment can increase it again, to the aggregate limit of 74 percent. However, once the aggregate limit of FPI investment is increased, the same cannot be reduced to a lower threshold by the Indian banking company. The total holding by each FPI or an investor group shall be less than 10 percent of the total paid-up capital on a fully diluted basis or less than 10 percent of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company, and the total holdings of all FPIs put together, including any other direct and indirect foreign investments in the Indian company permitted under these rules, shall not exceed 24 percent of paid-up equity capital on a fully diluted basis or paid-up value of each series of debentures or preference shares or share warrants. The aggregate limit of 24 percent may be increased by the Indian company concerned up to the sectoral cap/statutory ceiling, as applicable, with the approval of its board of directors and its general body through a resolution and a special resolution, respectively. |
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No single non-resident Indian may own more than 5 percent of the total paid-up capital of a private sector banking company, and the aggregate holdings of all NRIs and OCIs cannot exceed 10 percent of the total paid-up capital. However, non-resident Indians’ holdings can be allowed up to 24 percent of the total paid-up capital, provided the banking company passes a special resolution of the shareholders to that effect. In addition, while OCBs have been derecognized as a class of investors in India with effect from September 16, 2003, erstwhile OCBs which are incorporated outside India and are not under the adverse notice of RBI can make fresh investments as incorporated non-resident entities in accordance with the FDI Policy and Foreign Exchange Management (Non-Debt Instrument) Rules 2019. |
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Consolidated Financial Statements of HDFC Bank Limited and its Subsidiaries: |
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development and review of the Company’s collective ACL methodology |
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development and validation of the PD, LGD and credit rating models |
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identification and determination of the significant assumptions used in the PD and LGD models and the qualitative adjustments and |
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analysis of the collective ACL results and trends. |
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evaluating the Company’s collective ACL methodology and key assumptions for compliance with U.S. generally accepted accounting principles |
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evaluating judgments made by the Company relative to the development and performance testing of PD, LGD and credit rating models by comparing them to relevant applicable industry and regulatory practices |
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assessing the conceptual soundness and performance review of the PD, LGD and credit rating models by inspecting the model documentation to determine whether the models are suitable for their intended use |
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evaluating the methodology used for the macroeconomic conditions assumption by comparing it to the Company’s business environment and relevant industry practices |
• |
assessing the appropriateness of the source for macroeconomic conditions through comparison to publicly available forecasts |
• |
evaluating the remaining expected life structure and length of the historical look-back period by comparing them to specific portfolio risk characteristics and trends |
• |
determining whether the loan portfolio is pooled by similar risk characteristics by comparing to the Company’s business environment and relevant industry practices and |
• |
evaluating the appropriateness of the qualitative adjustments and the effect of those adjustments on the collective ACL by reviewing relevant credit risk factors and consistency with credit trends and identified limitations of the underlying quantitative models. |
• |
Cumulative results of the audit procedures |
• |
Qualitative aspects of the Company’s accounting and |
• |
Potential bias in the accounting estimates. |
As of |
||||||||||||
March 31, 2021 |
March 31, 2022 |
March 31, 2022 |
||||||||||
(In millions, except number of shares) |
||||||||||||
| ASSETS: |
||||||||||||
| Cash and due from banks, and restricted cash |
Rs. | |
Rs. | |
US$ | |||||||
| Investments held for trading, at fair value |
||||||||||||
| Investments available for sale debt securities, at fair value [includes restricted investments of Rs. |
||||||||||||
| Securities purchased under agreements to resell |
||||||||||||
| Loans [net of allowance of Rs. respectively] |
||||||||||||
| Accrued interest receivable |
||||||||||||
| Property and equipment, net |
||||||||||||
| Goodwill |
||||||||||||
| Other assets |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total assets |
Rs. | |
Rs. | |
US$ | |||||||
| |
|
|
|
|
|
|||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY: |
||||||||||||
| Liabilities: |
||||||||||||
| Interest-bearing deposits |
Rs. | |
Rs. | |
US$ | |||||||
| Non-interest-bearing deposits |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total deposits |
||||||||||||
| Securities sold under repurchase agreements |
||||||||||||
| Short-term borrowings |
||||||||||||
| Accrued interest payable |
||||||||||||
| Long-term debt |
||||||||||||
| Accrued expenses and other liabilities |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total liabilities |
Rs. | |
Rs. | |
US$ | |||||||
| |
|
|
|
|
|
|||||||
| Commitments and contingencies (see note 26) |
||||||||||||
| Shareholders’ equity: |
||||||||||||
| Equity shares: par value—Rs. |
Rs. | |
Rs. | |
US$ | |||||||
| Additional paid-in capital |
||||||||||||
| Retained earnings |
||||||||||||
| Statutory reserve |
||||||||||||
| Accumulated other comprehensive income (loss) |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Total HDFC Bank Limited shareholders’ equity |
||||||||||||
| Noncontrolling interest in subsidiaries |
||||||||||||
| Total shareholders’ equity |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total liabilities and shareholders’ equity |
Rs. | |
Rs. | |
US$ | |
||||||
| |
|
|
|
|
|
|||||||
Fiscal years ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions, except share and per share amounts) |
||||||||||||||||
| Interest and dividend revenue: |
||||||||||||||||
| Loans |
Rs. | Rs. | |
Rs. | US$ | |
||||||||||
| Trading securities |
||||||||||||||||
| Available for sale debt securities |
||||||||||||||||
| Other |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total interest and dividend revenue |
||||||||||||||||
| Interest expense: |
||||||||||||||||
| Deposits |
||||||||||||||||
| Short-term borrowings |
||||||||||||||||
| Long-term debt |
||||||||||||||||
| Other |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total interest expense |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net interest revenue |
||||||||||||||||
| Provision for credit losses |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net interest revenue after provision for credit losses |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-interest revenue, net: |
||||||||||||||||
| Fees and commissions |
||||||||||||||||
| Trading securities gain/(loss), net |
||||||||||||||||
| Realized gain/(loss) on sales of available for sale debt securities, net |
||||||||||||||||
| Allowance on available for sale debt securities (1) |
( |
) | ( |
) | ||||||||||||
| Foreign exchange transactions |
||||||||||||||||
| Derivatives gain/(loss), net |
( |
) | ||||||||||||||
| Other, net |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total non-interest revenue, net |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total revenue, net |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-interest expense: |
||||||||||||||||
| Salaries and staff benefits |
||||||||||||||||
| Premises and equipment |
||||||||||||||||
| Depreciation and amortization |
||||||||||||||||
| Administrative and other |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total non-interest expense |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Income before income tax expense |
||||||||||||||||
| Income tax expense |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net income before noncontrolling interest |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Less: Net income attributable to shareholders of noncontrolling interest |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net income attributable to HDFC Bank Limited |
Rs. | |
Rs. | Rs. | US$ | |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Per share information: (see note: 28) |
||||||||||||||||
| Earnings per equity share—basic |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Earnings per equity share—diluted |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Per ADS information (where 1 ADS represents 3 shares): (see note: 28) |
||||||||||||||||
| Earnings per ADS—basic |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Earnings per ADS—diluted |
Rs. | Rs. | Rs. | |
US$ | |||||||||||
| Dividends declared per equity share |
Rs. | Rs | Rs | US$ | ||||||||||||
(1) |
For fiscal year 2020 the amount represents Other than temporary impairment. The Bank adopted the CECL accounting guidance on April 1, 2020. |
Fiscal years ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Net income before noncontrolling interest |
Rs. | Rs. | |
Rs. | |
US$ | |
|||||||||
| Other comprehensive income, net of tax: |
||||||||||||||||
| Foreign currency translation adjustment: |
||||||||||||||||
| Net unrealized gain (loss) arising during the period [net of tax Rs. ( |
( |
) | ||||||||||||||
| Available for sale debt securities: |
||||||||||||||||
| Net unrealized gain (loss) arising during the period [net of tax Rs. ( |
( |
) | ( |
) | ( |
) | ||||||||||
| Reclassification adjustment for net (gain) loss included in net income [net of tax Rs. |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income, net of tax |
( |
( |
) | ( |
) | |||||||||||
| Total comprehensive income |
||||||||||||||||
| Less: Comprehensive income attributable to shareholders of noncontrolling interest |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Comprehensive income attributable to HDFC Bank Limited |
Rs. | |
Rs . |
Rs. | |
US$ | |
|||||||||
| |
|
|
|
|
|
|
|
|||||||||
Fiscal years ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Cash flows from operating activities: |
||||||||||||||||
| Net income before noncontrolling interest |
Rs. |
Rs. |
Rs. |
US$ | ||||||||||||
| Adjustment to reconcile net income to net cash provided by operating activities |
||||||||||||||||
| Provision for credit losses |
||||||||||||||||
| Depreciation and amortization |
||||||||||||||||
| Amortization of deferred customer acquisition costs and fees |
||||||||||||||||
| Amortization of premium (discount) on investments |
||||||||||||||||
| Allowance on available for sale debt securities |
( |
) | ( |
) | ||||||||||||
| Deferred tax expense/ (benefit) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other gains, net |
( |
) | ( |
) | ( |
) | ||||||||||
| Share-based compensation expense |
||||||||||||||||
| Net realized (gain) loss on sale of available for sale debt securities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| (Gain) loss on disposal of property and equipment, net |
( |
) | ( |
) | ||||||||||||
| Unrealized exchange (gain) loss |
( |
) | ( |
) | ( |
) | ||||||||||
| Net change in: |
||||||||||||||||
| Investments held for trading |
( |
) | ||||||||||||||
| Accrued interest receivable |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other assets |
( |
) | ( |
) | ( |
) | ||||||||||
| Accrued interest payable |
( |
) | ||||||||||||||
| Accrued expense and other liabilities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net cash provided by operating activities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Cash flows from investing activities: |
||||||||||||||||
| Term placements, net |
( |
) | ( |
) | ||||||||||||
| Activity in available for sale debt securities: |
||||||||||||||||
| Purchases |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Proceeds from sales |
||||||||||||||||
| Maturities, prepayments and calls |
||||||||||||||||
| Net change in repurchase agreements and reverse repurchase agreements |
( |
) | ( |
) | ( |
) | ||||||||||
| Loans purchased |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Repayments on loans purchased |
||||||||||||||||
| Increase in loans originated, net of principal collections |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Additions to property and equipment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Proceeds from sale or disposal of property and equipment |
||||||||||||||||
| Activity in equity securities, net |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
Fiscal years ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Cash flows from financing activities: |
||||||||||||||||
| Net increase in deposits |
||||||||||||||||
| Net increase (decrease) in short-term borrowings |
( |
) | ( |
) | ||||||||||||
| Proceeds from issue of shares by a subsidiary to noncontrolling interests |
||||||||||||||||
| Proceeds from issuance of long-term debt |
||||||||||||||||
| Repayment of long-term debt |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Proceeds from issuance of equity shares for options exercised |
||||||||||||||||
| Payment of dividends and dividend tax |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net cash provided by financing activities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Effect of exchange rate changes on cash and due from banks, and restricted cash |
( |
) | ||||||||||||||
| Net change in cash and due from banks, and restricted cash |
( |
) | ||||||||||||||
| Cash and due from banks, and restricted cash, beginning of year |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Cash and due from banks, and restricted cash, end of year |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Supplementary cash flow information: |
||||||||||||||||
| Interest paid |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Income taxes paid, net of refunds |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Non-cash investment activities |
||||||||||||||||
| i) Payable for purchase of property and equipment |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| ii) Trade date sale receivable of available for sale debt securities |
Rs. | Rs. | Rs. | |
US$ | |
||||||||||
Number of Equity Shares |
Equity Share Capital |
Additional Paid In Capital |
Retained Earnings |
Statutory Reserve* |
Accumulated Other Comprehensive Income (loss) |
Total HDFC Bank Limited Shareholders’ Equity |
Noncontrolling interest |
Total Shareholders’ Equity |
||||||||||||||||||||||||||||
(In millions, except for number of equity shares) |
||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2019 |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
||||||||||||||||||||||||||||
| Shares issued upon exercise of options |
||||||||||||||||||||||||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||||||||||||||
| Dividends, including dividend tax |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Change in ownership interest in subsidiary |
( |
) | ||||||||||||||||||||||||||||||||||
| Shares issued to noncontrolling interest |
||||||||||||||||||||||||||||||||||||
| Transfer to statutory reserve |
( |
) | ||||||||||||||||||||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||||||
| Net change in accumulated other comprehensive income |
||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Number of Equity Shares |
Equity Share Capital |
Additional Paid In Capital |
Retained Earnings |
Statutory Reserve* |
Accumulated Other Comprehensive Income (loss) |
Total HDFC Bank Limited Shareholders’ Equity |
Noncontrolling interest |
Total Shareholders’ Equity |
||||||||||||||||||||||||||||
(In millions, except for number of equity shares) |
||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
||||||||||||||||||||||||||||
| Adoption of accounting standard (1) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Shares issued upon exercise of options |
||||||||||||||||||||||||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||||||||||||||
| Dividends |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Change in ownership interest in subsidiary |
( |
) | ||||||||||||||||||||||||||||||||||
| Shares issued to noncontrolling interest |
||||||||||||||||||||||||||||||||||||
| Transfer to statutory reserve |
( |
) | ||||||||||||||||||||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||||||
| Net change in accumulated other comprehensive income |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Balance at March 31, 2021 |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(1) |
Effective April 1, 2020, the Bank adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (see notes 2g, 2i, 5, 9, 20 and 23). |
Number of Equity Shares |
Equity Share Capital |
Additional Paid In Capital |
Retained Earnings |
Statutory Reserve* |
Accumulated Other Comprehensive Income (loss) |
Total HDFC Bank Limited Shareholders’ Equity |
Noncontrolling interest |
Total Shareholders’ Equity |
||||||||||||||||||||||||||||
(In millions, except for number of equity shares) |
||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
||||||||||||||||||||||||||||
| Shares issued upon exercise of options |
||||||||||||||||||||||||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||||||||||||||
| Dividends |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Change in ownership interest in subsidiary |
( |
) | ||||||||||||||||||||||||||||||||||
| Shares issued to noncontrolling interest |
||||||||||||||||||||||||||||||||||||
| Transfer to statutory reserve |
( |
) | ||||||||||||||||||||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||||||
| Net change in accumulated other comprehensive income |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Balance at March 31, 2022 |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
( |
) |
Rs. |
Rs. |
Rs. |
||||||||||||||||||||||||||
| Balance at March 31, 2022 |
US$ |
US$ |
US$ |
US$ |
US$ |
( |
) |
US$ |
US$ |
US$ |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
* |
Under local regulations, the Bank is required to transfer 25% of its profit after tax (per Indian GAAP) to anon-distributable statutory reserve and to meet certain other conditions in order to pay dividends without prior RBI approval. |
| • | the allowance for loan losses, which covers the Bank’s loan portfolios and is presented separately on the balance sheet in Loans, |
| • | the allowance for lending-related commitments, which is recognized on the balance sheet in Accrued expenses and other liabilities, |
| • | the allowance for credit losses on investment securities, which covers the Bank’s AFS debt securities and is recognized on the balance sheet in Investments available for sale debt securities on the balance sheet and, |
| • | the allowance for credit losses on other financial assets measured at amortized cost, and other off-balance sheet credit exposures, which is recognized on the balance sheet in Accrued expenses and other liabilities. |
| Type of Asset |
Rate of depreciation | |
| Premises |
||
| Software and systems |
||
| Equipment and furniture |
As of March 31, 2021 |
||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
| |
|
|
|
|||||||||||||
(In millions) |
||||||||||||||||
| Government of India securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Other corporate/financial institution securities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total debt securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Other securities (including mutual fund units) |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of March 31, 2022 |
||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
| |
|
|
|
|||||||||||||
(In millions) |
||||||||||||||||
| Government of India securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Other corporate/financial institution securities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total debt securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Other securities (including mutual fund units) |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
US$ | |
US$ | |
US$ | |
US$ | |
||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of March 31, 2021 |
||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
| |
|
|
|
|||||||||||||
(In millions) |
||||||||||||||||
| Government of India securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| State government securities |
||||||||||||||||
| Government securities outside India |
||||||||||||||||
| Credit substitutes (see note 7) |
||||||||||||||||
| Other corporate/financial institution bonds |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Debt securities, other than asset and mortgage-backed securities |
||||||||||||||||
| Mortgage-backed securities |
||||||||||||||||
| Asset-backed securities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Securities with gross unrealized losses |
Rs. | |||||||||||||||
| Securities with gross unrealized gains |
||||||||||||||||
| |
|
|||||||||||||||
| Rs. | ||||||||||||||||
| |
|
|||||||||||||||
As of March 31, 2022 |
||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
| |
|
|
|
|||||||||||||
(In millions) |
||||||||||||||||
| Government of India securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| State government securities |
||||||||||||||||
| Government securities outside India |
||||||||||||||||
| Credit substitutes (see note 7) |
||||||||||||||||
| Other corporate/financial institution bonds |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Debt securities, other than asset and mortgage-backed securities |
||||||||||||||||
| Mortgage-backed securities |
||||||||||||||||
| Asset-backed securities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
US$ | US$ | US$ | US$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Securities with gross unrealized losses |
Rs. | |||||||||||||||
| Securities with gross unrealized gains |
||||||||||||||||
| |
|
|||||||||||||||
| Rs. | ||||||||||||||||
| |
|
|||||||||||||||
| US$ | ||||||||||||||||
| |
|
|||||||||||||||
As of March 31, 2021 |
||||||||||||||||||||||||
Less Than 12 Months |
12 Months or Greater |
Total |
||||||||||||||||||||||
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
|||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(In millions) |
||||||||||||||||||||||||
| Government of India securities |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||
| State government securities |
||||||||||||||||||||||||
| Government securities outside India |
||||||||||||||||||||||||
| Credit substitutes (see note 7) |
||||||||||||||||||||||||
| Other corporate/financial institution bonds |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Debt securities, other than asset and mortgage-backed securities |
||||||||||||||||||||||||
| Mortgage-backed securities |
||||||||||||||||||||||||
| Asset-backed securities |
||||||||||||||||||||||||
| Other securities (including mutual fund units) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As of March 31, 2022 |
||||||||||||||||||||||||
Less Than 12 Months |
12 Months or Greater |
Total |
||||||||||||||||||||||
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
|||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(In millions) |
||||||||||||||||||||||||
| Government of India securities |
Rs. | Rs. | Rs. | Rs. |
Rs. | Rs. | ||||||||||||||||||
| State government securities |
||||||||||||||||||||||||
| Government securities outside India |
||||||||||||||||||||||||
| Credit substitutes (see note 7) |
||||||||||||||||||||||||
| Other corporate/financial institution bonds |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Debt securities, other than asset- and mortgage-backed securities |
||||||||||||||||||||||||
| Mortgage-backed securities |
||||||||||||||||||||||||
| Asset-backed securities |
||||||||||||||||||||||||
| Other securities (including mutual fund units) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As of March 31, 2021 |
||||||||||||||||
Allowance for credit losses, beginning of the period |
Write-offs |
Addition to allowance for credit losses |
Allowance for credit losses, end of the period |
|||||||||||||
(In millions) |
||||||||||||||||
Credit substitutes |
Rs. |
Rs. | Rs. | Rs. | ||||||||||||
Other corporate/financial institution bonds |
||||||||||||||||
Total |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
As of March 31, 2022 |
||||||||||||||||
Allowance for credit losses, beginning of the period |
Write-offs |
Addition/(Deletion) to allowance for credit losses |
Allowance for credit losses, end of the period |
|||||||||||||
(In millions) |
||||||||||||||||
Government of India securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
State government securities |
||||||||||||||||
Government securities outside India |
||||||||||||||||
Credit substitutes |
( |
) | ||||||||||||||
Other corporate/financial institution bonds |
||||||||||||||||
Debt securities, other than asset- and mortgage-backed securities |
||||||||||||||||
Mortgage-backed securities |
||||||||||||||||
Asset-backed securities |
||||||||||||||||
Other securities (including mutual fund units) |
||||||||||||||||
Total |
Rs. | Rs. | Rs. | ( |
) | Rs. | ||||||||||
Total |
US$ | US$ | US$ | ( |
) | US$ | ||||||||||
As of March 31, 2022 |
||||||||||||
Amortized Cost |
Fair Value |
Fair Value |
||||||||||
(In millions) |
||||||||||||
Within one year |
Rs. | Rs. | US$ | |||||||||
Over one year through five years |
||||||||||||
Over five years through ten years |
||||||||||||
Over ten years |
||||||||||||
Total |
Rs. | Rs. | US$ | |||||||||
As of March 31, 2022 |
||||||||||||
Amortized Cost |
Fair Value |
Fair Value |
||||||||||
(In millions) |
||||||||||||
Within one year |
Rs. | Rs. | US$ | |||||||||
Over one year through five years |
||||||||||||
Over five years through ten years |
||||||||||||
Over ten years |
||||||||||||
Total |
Rs. | Rs. | US$ | |||||||||
Fiscal year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
| |
|
|
|
|||||||||||||
(In millions) |
||||||||||||||||
| Gross realized gains on sale |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Gross realized losses on sale |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Realized gains (losses), net |
||||||||||||||||
| Dividends and interest |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of March 31, |
||||||||||||||||
2021 |
2022 |
|||||||||||||||
Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
|||||||||||||
| |
|
|
|
|||||||||||||
(In millions) |
||||||||||||||||
| Available for sale credit substitute debt securities: |
||||||||||||||||
| Debentures |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Preference shares |
— |
— |
||||||||||||||
| Commercial paper |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| US$ | US$ | |||||||||||||||
| |
|
|
|
|||||||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
| |
|
|
||||||||||
(In millions) |
||||||||||||
| Pass |
Rs. | Rs. | US$ | |||||||||
| Non-performing —gross balance |
||||||||||||
| Less: Non-performing losses |
||||||||||||
| |
|
|
|
|
|
|||||||
| Non-performing credit substitutes, net |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total credit substitutes, net |
Rs. | Rs. | US$ | |||||||||
| |
|
|
|
|
|
|||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
| |
|
|
||||||||||
(In millions) |
||||||||||||
| Gross non-performing credit substitutes |
Rs | |
Rs | |
US$ | |
||||||
| Gross non-performing credit substitutes by industry |
Rs. | Rs. | US$ | |||||||||
| Average non-performing credit substitutes |
Rs. | Rs. | US$ | |||||||||
| Interest income recognized on non-performing credit substitutes |
Rs. | Rs. | US$ | |||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
| |
|
|
||||||||||
(In millions) |
||||||||||||
| Retail loans: |
||||||||||||
| Auto loans |
Rs. | Rs. | US$ | |||||||||
| Personal loans/Credit cards |
||||||||||||
| Retail business banking |
||||||||||||
| Commercial vehicle and construction equipment finance |
||||||||||||
| Housing loans |
||||||||||||
| Other retail loans |
||||||||||||
| |
|
|
|
|
|
|||||||
| Subtotal |
Rs. | Rs. | US$ | |||||||||
| Wholesale loans |
Rs. | Rs. | US$ | |||||||||
| |
|
|
|
|
|
|||||||
| Gross loans |
||||||||||||
| Less: Allowance for credit losses |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
Rs. | Rs. | US$ | |||||||||
| |
|
|
|
|
|
|||||||
As of March 31, 2022 |
||||||||||||
Wholesale loans |
Retail loans |
Total |
||||||||||
| |
|
|
||||||||||
(In millions) |
||||||||||||
| Maturity profile of loans: |
||||||||||||
| Within one year |
Rs. | Rs. | Rs. | |||||||||
| Over one year through five years |
||||||||||||
| Over five years |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
Rs. | Rs. | Rs. | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
US$ | US$ | US$ | |||||||||
| |
|
|
|
|
|
|||||||
As of March 31, 2021 |
||||||||||||||||||||
31-90 days past due |
Non-accrual/ 91 days or more past due |
Current 1,2 |
Total |
Finance receivable on non-accrual status |
||||||||||||||||
(In millions) |
||||||||||||||||||||
| Retail Loans |
||||||||||||||||||||
| Auto loans |
Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||
| Personal loans/Credit card |
||||||||||||||||||||
| Retail business banking |
||||||||||||||||||||
| Commercial vehicle and construction equipment finance |
||||||||||||||||||||
| Housing loans |
||||||||||||||||||||
| Other retail |
||||||||||||||||||||
| Wholesale loans |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| 1. Loans up to . 2. Includes crop-related agricultural loans with days past due less than non-performing of Rs. |
As of March 31, 2022 |
||||||||||||||||||||
31-90 days past due |
Non-accrual/ 91 days or more past due |
Current 1,2 |
Total |
Finance receivable on non-accrual status |
||||||||||||||||
(In millions) |
||||||||||||||||||||
| Retail Loans |
||||||||||||||||||||
| Auto loans |
Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||
| Personal loans/Credit card |
||||||||||||||||||||
| Retail business banking |
||||||||||||||||||||
| Commercial vehicle and construction equipment finance |
||||||||||||||||||||
| Housing loans |
||||||||||||||||||||
| Other retail |
||||||||||||||||||||
| Wholesale loans |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
US$ | US$ | US$ | US$ | US$ | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| 1. | Loans up to . |
| 2. | Includes crop-related agricultural loans with days past due less than non-performing of Rs. |
| Credit quality indicators-Internally assigned grade |
Prior |
2017 |
2018 |
2019 |
2020 |
2021 |
Revolving Loans |
Revolving loans converted to term loans |
Total |
|||||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||||||
| Auto loans |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Personal loans/Credit card |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Retail business banking |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Commercial vehicle and construction equipment finance |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Housing loans |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Other retail loans |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Credit quality indicators-Internally assigned grade |
Prior |
2018 |
2019 |
2020 |
2021 |
2022 |
Revolving loans |
Revolving loans converted to term loans |
Total |
|||||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||||||
| Auto loans |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Personal loans/Credit card |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Retail business banking |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Commercial vehicle and construction equipment finance |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Housing loans |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Other retail loans |
||||||||||||||||||||||||||||||||||||
| Performing |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Subtotal |
Rs. | Rs | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Credit quality indicators-Internally assigned grade |
Prior |
2017 |
2018 |
2019 |
2020 |
2021 |
Revolving Loans |
Total |
||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||
| Wholesale loans |
||||||||||||||||||||||||||||||||
| Pass |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||||||||
| Labeled |
||||||||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Credit quality indicators-Internally assigned grade |
Prior |
2018 |
2019 |
2020 |
2021 |
2022 |
Revolving Loans |
Total |
||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||
| Wholesale loans |
||||||||||||||||||||||||||||||||
| Pass |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||||||||
| Labeled |
||||||||||||||||||||||||||||||||
| Non-performing |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
As of March 31, 2021 |
||||
(In millions) |
||||
| Gross non-performing loans by industry: |
||||
| —Consumer Loans |
Rs. | |||
| —Agri Production—Food |
||||
| —Road Transportation |
||||
| —Retail Trade |
||||
| —Agri Allied |
||||
| —Others (none greater than 5% of non-performing loans) |
||||
| |
|
|||
| Total |
Rs. | |||
| |
|
|||
As of March 31, 2022 |
||||||||
(In millions) |
||||||||
| Gross non-performing loans by industry: |
||||||||
| —Consumer Loans |
Rs. | US$ | ||||||
| —Agri Production—Food |
||||||||
| —Retail Trade |
||||||||
| —Agri Allied |
||||||||
| —Road Transportation |
||||||||
| —Consumer services |
||||||||
| —Others (none greater than 5% of non-performing loans) |
||||||||
| |
|
|
|
|||||
| Total |
Rs. | US$ | ||||||
| |
|
|
|
|||||
Fiscal year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Average impaired loans |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Interest income recognized on non-performing loans |
Rs. | Rs. | Rs. | US$ | ||||||||||||
As of April 1, 2020 |
||||||||||||
As reported under ASC 326 |
Pre-ASC adoption |
Impact of ASC 326 adoption |
||||||||||
(In millions) |
||||||||||||
| Loans: |
||||||||||||
| Auto loans |
Rs. |
Rs. |
Rs. |
|||||||||
| Personal loans/Credit cards |
||||||||||||
| Retail business banking |
||||||||||||
| Commercial vehicle and construction equipment finance |
||||||||||||
| Housing loans |
||||||||||||
| Other retail loans |
||||||||||||
| Wholesale loans |
||||||||||||
| |
|
|
|
|
|
|||||||
| Allowance for Credit Losses on Loans |
Rs. |
Rs. |
Rs. |
|||||||||
| Allowance for Credit Losses on AFS debt securities |
||||||||||||
| Accrued expenses and other liabilities: |
||||||||||||
| Allowance for Credit Losses on Off-Balance Sheet Credit Exposures and undrawn commitments |
Rs. |
Rs. |
Rs. |
|||||||||
| Allowance for Credit Losses Other |
||||||||||||
| Total |
Rs. |
Rs. |
Rs. |
|||||||||
Auto loans |
Personal loans/ Credit card |
Retail business banking |
Commercial vehicle and Construction equipment finance |
Housing loans |
Other retail |
Wholesale |
Retail |
Wholesale |
Total |
|||||||||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses, beginning of the period |
Rs. | Rs. | Rs. | Rs. | Rs. | |
Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||||
| Write-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Net allowance for credit losses* |
||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses, end of the period |
Rs. | Rs. | Rs. | |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | |||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Allowance for credit losses: |
||||||||||||||||||||||||||||||||||||||||
| Allowance individually evaluated for impairment |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||||||||||||||
| Allowance collectively evaluated for impairment |
||||||||||||||||||||||||||||||||||||||||
| Loans: |
||||||||||||||||||||||||||||||||||||||||
| Loans individually evaluated for impairment |
||||||||||||||||||||||||||||||||||||||||
| Loans collectively evaluated for impairment |
||||||||||||||||||||||||||||||||||||||||
| * | Net allowances for credit losses charged to expense does not include the recoveries against write-off cases amounting to Rs. are Rs. are Rs. |
Auto loans |
Personal loans/ Credit card |
Retail business banking |
Commercial vehicle and Construction equipment finance |
Housing loans |
Other retail |
Wholesale |
Total |
|||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||
| Allowance for credit losses, beginning of the period |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||||||||
| Impact of Adopting ASC 326 |
||||||||||||||||||||||||||||||||
| Write-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Net allowance for credit losses* |
||||||||||||||||||||||||||||||||
| Allowance for credit losses, end of the period |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Allowance for credit losses: |
||||||||||||||||||||||||||||||||
| Individually evaluated Allowance |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||||||||
| Collectively evaluated Allowance |
||||||||||||||||||||||||||||||||
| Loans: |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
| Individually evaluated Loans |
||||||||||||||||||||||||||||||||
| Collectively evaluated Loans |
||||||||||||||||||||||||||||||||
| * | Net allowances for credit losses charged to expense does not include the recoveries against write-off cases amounting to Rs. |
Auto loans |
Personal loans/ Credit card |
Retail business banking |
Commercial vehicle and Construction equipment finance |
Housing loans |
Other retail |
Wholesale |
Total |
Total |
||||||||||||||||||||||||||||
| (In millions) |
||||||||||||||||||||||||||||||||||||
| Allowance for credit losses, beginning of the period |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | US$ | |||||||||||||||||||||||||||
| Write-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Net allowance for credit losses* |
( |
) | ||||||||||||||||||||||||||||||||||
| Allowance for credit losses, end of the period |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | US$ | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Allowance for credit losses: |
||||||||||||||||||||||||||||||||||||
| Individually evaluated Allowance |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | US$ | |||||||||||||||||||||||||||
| Collectively evaluated Allowance |
||||||||||||||||||||||||||||||||||||
| Loans: |
||||||||||||||||||||||||||||||||||||
| Individually evaluated Loans |
||||||||||||||||||||||||||||||||||||
| Collectively evaluated Loans |
||||||||||||||||||||||||||||||||||||
| * | Net allowances for credit losses charged to expense does not include the recoveries against write-off cases amounting to Rs. |
Fiscal year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Wholesale loans |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Retail loans |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of March 31, 2021 |
||||||||||||||||||||
| Category |
Gross loans |
Fair value of credit substitutes |
Non-funded exposure |
Total |
% |
|||||||||||||||
(In millions, except percentages) |
||||||||||||||||||||
| Consumer Loans |
Rs. | Rs. | Rs. | Rs. | ||||||||||||||||
| Power |
||||||||||||||||||||
| Retail Trade |
||||||||||||||||||||
| NBFC |
||||||||||||||||||||
| Financial Institutions |
||||||||||||||||||||
| Consumer Services |
||||||||||||||||||||
| Automobile & Auto Ancillary |
||||||||||||||||||||
| Coal & Petroleum Products |
||||||||||||||||||||
| Road Transportation |
||||||||||||||||||||
| Infrastructure Development |
||||||||||||||||||||
| Food and Beverage |
||||||||||||||||||||
| Real Estate & Property Services |
||||||||||||||||||||
| Agri Production — Food |
||||||||||||||||||||
| Wholesale Trade — Non Industrial |
||||||||||||||||||||
| Iron and Steel |
||||||||||||||||||||
| Wholesale Trade — Industrial |
||||||||||||||||||||
| Textiles & Garments |
||||||||||||||||||||
| Engineering |
||||||||||||||||||||
| Others (none greater than 2%) |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
As of March 31, 2022 |
||||||||||||||||||||||||
| Category |
Gross loans |
Fair value of credit substitutes |
Non-funded exposure |
Total |
Total |
% |
||||||||||||||||||
(In millions, except percentages) |
||||||||||||||||||||||||
| Consumer Loans |
Rs. | Rs. | Rs. | Rs. | US$ | |||||||||||||||||||
| Power |
||||||||||||||||||||||||
| Financial Institutions |
||||||||||||||||||||||||
| NBFC |
||||||||||||||||||||||||
| Retail Trade |
||||||||||||||||||||||||
| Coal & Petroleum Products |
||||||||||||||||||||||||
| Infrastructure Development |
||||||||||||||||||||||||
| Automobile & Auto Ancillary |
||||||||||||||||||||||||
| Consumer Services |
||||||||||||||||||||||||
| Food and Beverage |
||||||||||||||||||||||||
| Wholesale Trade—Non Industrial |
||||||||||||||||||||||||
| Real Estate & Property Services |
||||||||||||||||||||||||
| Wholesale Trade—Industrial |
||||||||||||||||||||||||
| Road Transportation |
||||||||||||||||||||||||
| Iron and Steel |
||||||||||||||||||||||||
| Telecom |
||||||||||||||||||||||||
| Textiles & Garments |
||||||||||||||||||||||||
| Engineering |
||||||||||||||||||||||||
| Agri Production—Food |
||||||||||||||||||||||||
| Others (none greater than 2%) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | US$ | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As of March 31, 2021 |
||||||||||||
Funded Exposure |
Non-Funded Exposure |
Total Exposure |
||||||||||
(In millions) |
||||||||||||
| Borrower 1 |
Rs. | |
Rs. | |
Rs. | |
||||||
| Borrower 2 |
||||||||||||
| Borrower 3 |
||||||||||||
| Borrower 4 |
||||||||||||
| Borrower 5 |
||||||||||||
| Borrower 6 |
||||||||||||
| Borrower 7 |
||||||||||||
| Borrower 8 |
||||||||||||
| Borrower 9 |
||||||||||||
| Borrower 10 |
||||||||||||
As of March 31, 2022 |
||||||||||||||||
Funded Exposure |
Non-Funded Exposure |
Total Exposure |
Total Exposure |
|||||||||||||
(In millions) |
||||||||||||||||
| Borrower 1 |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Borrower 2 |
||||||||||||||||
| Borrower 3 |
||||||||||||||||
| Borrower 4 |
||||||||||||||||
| Borrower 5 |
||||||||||||||||
| Borrower 6 |
||||||||||||||||
| Borrower 7 |
||||||||||||||||
| Borrower 8 |
||||||||||||||||
| Borrower 9 |
||||||||||||||||
| Borrower 10 |
||||||||||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
Land and premises |
Rs. | Rs. | US$ | |||||||||
Software and systems |
||||||||||||
Equipment and furniture |
||||||||||||
Property and equipment, at cost |
||||||||||||
Less: Accumulated depreciation |
||||||||||||
Property and equipment, net |
Rs. | Rs. | US$ | |||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
Security deposits for leased property |
Rs. | |
Rs. | US$ | ||||||||
Sundry accounts receivable |
||||||||||||
Advance income tax (in excess of current tax expense) |
||||||||||||
Advances |
||||||||||||
Prepaid expenses |
||||||||||||
Deposits/Margins paid |
||||||||||||
Derivatives (see note 23) |
||||||||||||
Term placements |
||||||||||||
Receivable on account of trade date |
||||||||||||
-of- |
||||||||||||
Others* |
||||||||||||
Total |
Rs. | |
Rs. | US$ | ||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
Interest-bearing: |
||||||||||||
Savings deposits |
Rs. | Rs. |
US$ | |||||||||
Time deposits |
||||||||||||
Total interest-bearing deposits |
||||||||||||
Non-interest-bearing deposits |
||||||||||||
Total |
Rs. | Rs. |
US$ | |||||||||
As of March 31, 2022 |
||||||||
(In millions) |
||||||||
| Due to mature in the fiscal year ending March 31: |
||||||||
| 2023 |
Rs. | US$ | ||||||
| 2024 |
||||||||
| 2025 |
||||||||
| 2026 |
||||||||
| 2027 |
||||||||
| Thereafter |
||||||||
| |
|
|
|
|||||
| Total |
Rs. | US$ | ||||||
| |
|
|
|
|||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
| Borrowed in the call market |
Rs. | Rs. | US$ | |||||||||
| Term borrowings from institutions/banks |
||||||||||||
| Foreign currency borrowings |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
Rs. | Rs. | US$ | |||||||||
| |
|
|
|
|
|
|||||||
| Total borrowings outstanding: |
||||||||||||
| Maximum amount outstanding |
Rs. | Rs. | US$ | |||||||||
| Average amount outstanding |
Rs. | Rs. | US$ | |||||||||
| Weighted average interest rate |
% | % | % | |||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
| Subordinated debt |
Rs. | Rs. | US$ | |||||||||
| Others* |
||||||||||||
| Less: Debt issuance cost |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total |
Rs. | Rs. | US$ | |||||||||
| |
|
|
|
|
|
|||||||
| * | Includes securities sold under repurchase agreements amounting to Rs. m illion s ended March 31, 2021 and March 31, 2022, respectively, under RBI long-term repo operation with a three- year maturity period. |
As of |
||||||||||||||||||||||||
March 31, 2021 |
March 31, 2022 |
|||||||||||||||||||||||
Maturity / Call dates |
Stated interest rates |
Total |
Maturity / Call dates |
Stated interest rates |
Total |
Total |
||||||||||||||||||
(In millions) |
||||||||||||||||||||||||
| Subordinated debt |
||||||||||||||||||||||||
| Subordinated debt (other than perpetual debt) |
Rs. | |
Rs. | US$ | ||||||||||||||||||||
| Perpetual debt—(1) |
|
|||||||||||||||||||||||
| Perpetual debt—(2) |
— | — | — | |||||||||||||||||||||
| Others* |
||||||||||||||||||||||||
| Variable rate—(1) |
|
|||||||||||||||||||||||
| Variable rate—(2) |
|
|||||||||||||||||||||||
| Fixed rate |
|
|||||||||||||||||||||||
| |
|
|
|
|
|
|||||||||||||||||||
| Total |
Rs. | Rs. | US$ | |||||||||||||||||||||
| |
|
|
|
|
|
|||||||||||||||||||
| * | Variable rate—( 1) and Perpetual debt—(2) represent foreign currency debt. Variable rate debt is typically indexed to LIBOR, T-bill rates, Marginal cost of funds based lending rates (“MCLR”), among others. |
As of March 31, 2022 |
||||||||
(In millions) |
||||||||
| Due in the fiscal year ending March 31: |
||||||||
| 2023 |
Rs. | US$ | ||||||
| 2024 |
||||||||
| 2025 |
||||||||
| 2026 |
||||||||
| 2027 |
||||||||
| Thereafter |
||||||||
| |
|
|
|
|||||
| Total (1) |
Rs. | US$ | ||||||
| |
|
|
|
|||||
| (1) | The scheduled maturities of long-term debt do not include perpetual bonds of Rs. |
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
Bills payable |
Rs. | Rs. | US$ | |
||||||||
Remittances in transit |
||||||||||||
Accrued expenses |
||||||||||||
Accounts payable |
||||||||||||
Derivatives ( see note 23) |
||||||||||||
Others |
||||||||||||
Total |
Rs. | |
Rs. | |
US$ | |||||||
Available for sale securities |
Foreign currency translation reserve |
Total |
||||||||||
(In millions) |
||||||||||||
Balance, March 31, 2020 |
Rs. | Rs. | Rs. | |||||||||
Net unrealized gain/(loss) arising during the period |
( |
) | ( |
) | ( |
) | ||||||
Amounts reclassified to income |
( |
) | ( |
) | ||||||||
Balance, March 31, 2021 |
Rs. | Rs. | |
Rs. | ||||||||
Balance, March 31, 2021 |
Rs. | |
Rs. | Rs. | ||||||||
Net unrealized gain/(loss) arising during the period |
( |
) | ( |
) | ||||||||
Amounts reclassified to income |
( |
) | ( |
) | ||||||||
Balance, March 31, 2022 |
Rs. | ( |
) | Rs. | Rs. | ( |
) | |||||
Balance, March 31, 2022 |
US$ | ( |
) | US$ | US$ | ( |
) | |||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
Available for sale debt securities: |
||||||||||||
Realized (gain)/loss on sales of available for sale debt securities, net |
Rs. | ( |
) | Rs. | ( |
) | US$ | ( |
) | |||
Allowance on available for sale debt securities |
( |
) | ( |
) | ||||||||
Total before income tax |
Rs. | ( |
) | Rs. | ( |
) | US$ | ( |
) | |||
Income tax |
||||||||||||
Net of income tax |
Rs. | ( |
) | Rs. | ( |
) | US$ | ( |
) | |||
Fiscal years ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Deposit related fees |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Lending related fees |
||||||||||||||||
| Third-party products related fees |
||||||||||||||||
| Payments and cards business fees |
||||||||||||||||
| Others |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Fees and commissions |
Rs. | Rs. | Rs. | |
US$ | |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Fiscal year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Retail Banking |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Wholesale Banking |
||||||||||||||||
| Treasury Services |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Fees and commissions |
Rs. | Rs. | Rs. | |
US$ | |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Fiscal year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Current tax expense |
Rs. | Rs. | |
Rs. | US$ | |||||||||||
| Deferred tax (benefit) expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Interest on income tax refund |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Income tax expense |
Rs. | |
Rs. | Rs. | |
US$ | |
|||||||||
| |
|
|
|
|
|
|
|
|||||||||
Fiscal year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Income before income tax expense |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Statutory income tax rate |
% | % | % | % | ||||||||||||
| Expected income tax expense |
||||||||||||||||
| Adjustments to reconcile expected income tax to actual income tax expense |
||||||||||||||||
| Interest on income tax refund |
( |
) | ||||||||||||||
| Stock-based compensation |
||||||||||||||||
| Income subject to rates other than the statutory income tax rate |
— |
— |
( |
) | ( |
) | ||||||||||
| Income exempt from taxes |
( |
) | ( |
) | ||||||||||||
| Effect of change in statutory income tax rate |
||||||||||||||||
| Others, net |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Income tax expense |
Rs. | Rs. | Rs. | |
US$ | |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
| Tax effect of: |
||||||||||||
| Deductible temporary differences: |
||||||||||||
| Allowance for loan losses |
Rs. | Rs. | US$ | |||||||||
| Investments available for sale debt securities |
— |
|||||||||||
| Lease liabilities |
||||||||||||
| Employee benefits |
||||||||||||
| Accrued expenses and other liabilities |
||||||||||||
| Others |
||||||||||||
| |
|
|
|
|
|
|||||||
| Deferred tax asset |
||||||||||||
| |
|
|
|
|
|
|||||||
| Taxable temporary differences: |
||||||||||||
| Right-of-use |
||||||||||||
| Investments available for sale debt securities |
||||||||||||
| Loan origination cost and fees |
||||||||||||
| Investments, others |
||||||||||||
| |
|
|
|
|
|
|||||||
| Deferred tax liability |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net deferred tax asset (liability) |
Rs. | Rs. | |
US$ | |
|||||||
| |
|
|
|
|
|
|||||||
Fiscal year ended March 31, |
||||||||||||
2021 |
2022 |
202 2 |
||||||||||
(In millions) |
||||||||||||
| Opening balance |
Rs. | Rs. | US$ | |||||||||
| Settlements related to prior year tax positions |
( |
) | ( |
) | ( |
) | ||||||
| Increase related to prior year tax positions |
||||||||||||
| Increase related to current year tax positions |
Rs. | Rs. | US$ | |||||||||
| |
|
|
|
|
|
|||||||
| Closing balance |
Rs. | |
Rs. | |
US$ | |
||||||
| |
|
|
|
|
|
|||||||
Years ended March 31, | ||||||
2020 |
2021 |
2022 | ||||
| Dividend yield |
||||||
| Expected volatility |
||||||
| Risk-free interest rate |
||||||
| Expected term (in years) |
||||||
Number of options available to be granted year ending March 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
| Options available to be granted, beginning of period |
||||||||||||
| Equity shares allocated for grant under the plan |
||||||||||||
| Options granted |
( |
) | ( |
) | ( |
) | ||||||
| Forfeited/lapsed |
||||||||||||
| |
|
|
|
|
|
|||||||
| Options available to be granted, end of period |
||||||||||||
| |
|
|
|
|
|
|||||||
Years ended March 31, |
||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||
Options |
Weighted average exercise price |
Options |
Weighted average exercise price |
Options |
Weighted average exercise price |
|||||||||||||||||||
| Options outstanding, beginning of period |
Rs. | Rs. | Rs. | |||||||||||||||||||||
| Granted |
||||||||||||||||||||||||
| Exercised |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Forfeited |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Lapsed |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Options outstanding, end of period |
Rs. | Rs. | Rs. | |||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Options exercisable, end of period |
Rs. | Rs. | Rs. | |||||||||||||||||||||
| Weighted average fair value of options granted during the year |
Rs. | Rs. | Rs. | |||||||||||||||||||||
As of March 31, 2022 |
||||||||||||||
| Plan |
Range of exercise price |
Number of shares arising out of options |
Weighted average remaining life (years) |
Weighted average exercise price |
||||||||||
| Plan F |
Rs. |
|||||||||||||
| Plan G |
Rs. |
|||||||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
| Change in benefit obligations: |
||||||||||||
| Projected benefit obligation (“PBO”), beginning of the period |
Rs. | Rs. | US$ | |||||||||
| Service cost |
||||||||||||
| Interest cost |
||||||||||||
| Actuarial(gains)/ losses |
( |
) | ( |
) | ||||||||
| Benefits paid |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Projected benefit obligation, end of the period |
||||||||||||
| |
|
|
|
|
|
|||||||
| Change in plan assets: |
||||||||||||
| Fair value of plan assets, beginning of the period |
||||||||||||
| Expected return on plan assets |
||||||||||||
| Actuarial gains/(losses) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Actual return on plan assets |
||||||||||||
| Employer contributions |
||||||||||||
| Benefits paid |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Fair value of plan assets, end of the period |
||||||||||||
| |
|
|
|
|
|
|||||||
| Funded Status |
Rs. | ( |
) | Rs. | ( |
) | US$ | ( |
) | |||
| |
|
|
|
|
|
|||||||
Fiscal years ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Service cost |
Rs. | Rs. | Rs. | US$ | |
|||||||||||
| Interest cost |
||||||||||||||||
| Expected return on plan assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Actuarial (gains)/losses |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net gratuity cost |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Fiscal years ended March 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
(% per annum) |
||||||||||||
| Discount rate* |
||||||||||||
| Rate of increase in compensation levels of covered employees |
||||||||||||
| Rate of return on plan assets |
||||||||||||
| Mortality rates used are based on the published “Indian Assured Lives Mortality (2012-2014) Ultimate” table |
||||||||||||
| * | Weighted average assumptions used to determine both benefit obligations and net periodic benefit cost. |
| Year ending March 31, |
Benefit payments |
|||
(In millions) |
||||
| 2023 |
Rs. | |||
| 2024 |
||||
| 2025 |
||||
| 2026 |
||||
| 2027 |
||||
| 2028 - 2032 |
||||
As of March 31, 2022 |
||||||||||||
Funds managed by insurance company (1)* |
Funds managed by insurance company (2)* |
Funds managed by trust |
||||||||||
| Government securities |
% | % | % | |||||||||
| Debenture and bonds |
% | % | % | |||||||||
| Equity securities |
% | % | ||||||||||
| Other |
% | % | % | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
% | % | % | |||||||||
| |
|
|
|
|
|
|||||||
* |
The data pertaining to plan investment assets measured at fair value by level and total at March 31, 2022 are provided separately. |
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
| Change in benefit obligations: |
||||||||||||
| Projected benefit obligation (“PBO”), beginning of the period |
Rs. | Rs. | US$ | |||||||||
| Plan amendment (prior service cost) |
||||||||||||
| Service cost |
||||||||||||
| Interest cost |
||||||||||||
| Actuarial (gains)/losses |
||||||||||||
| Benefits paid |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Projected benefit obligation, end of the period |
||||||||||||
| |
|
|
|
|
|
|||||||
| Change in plan assets: |
||||||||||||
| Fair value of plan assets, beginning of the period |
||||||||||||
| Expected return on plan assets |
||||||||||||
| Actuarial gains/(losses) |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Actual return on plan assets |
||||||||||||
| Employer contributions |
||||||||||||
| Benefits paid |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Fair value of plan assets, end of the period |
||||||||||||
| |
|
|
|
|
|
|||||||
| Funded Status |
Rs. | ( |
) | Rs. | ( |
) | US$ | ( |
) | |||
| |
|
|
|
|
|
|||||||
As of March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Service cost |
Rs. | Rs. | Rs. | US$ | |
|||||||||||
| Interest cost |
||||||||||||||||
| Expected return on plan assets |
( |
) | ( |
) | ( |
) | ||||||||||
| Actuarial (gains)/losses |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net pension cost |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Fiscal years ended March 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
(% per annum) |
||||||||||||
| Discount rate* |
||||||||||||
| Rate of increase in compensation levels of covered employees |
||||||||||||
| Rate of return on plan assets |
||||||||||||
| Mortality rates used are based on the published “Indian Assured Lives Mortality (2012-2014) Ultimate” table. |
| |||||||||||
| * | Weighted average assumptions used to determine both benefit obligations and net periodic benefit cost. |
| Year ending March 31, |
Benefit payments |
|||
(In millions) |
||||
| 2023 |
Rs. | |||
| 2024 |
||||
| 2025 |
||||
| 2026 |
||||
| 2027 |
||||
| 2028-2032 |
||||
| Asset category |
Funds managed by trust |
|||
| Government securities |
% | |||
| Debenture and bonds |
% | |||
| Other |
% | |||
| |
|
|||
| Total |
% | |||
| |
|
|||
As of March 31, 2021 |
As of March 31, 2022 |
|||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||||||||
(In millions) |
||||||||||||||||||||||||
Funds managed by insurance company (1) |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||
Funds managed by insurance company (2) |
||||||||||||||||||||||||
Funds managed by trust |
||||||||||||||||||||||||
— Government securities |
||||||||||||||||||||||||
— Debenture and bonds |
||||||||||||||||||||||||
— Others |
||||||||||||||||||||||||
Total |
Rs. | Rs. | Rs. | Rs. | |
Rs. | Rs. | |||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
Funds managed by Insurance companies as of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
Particulars |
||||||||||||
Opening balance |
Rs. | Rs. | US$ | |||||||||
Realized interest credited to fund |
||||||||||||
Contribution during the period |
||||||||||||
Amount paid towards claim |
( |
) | ( |
) | ( |
) | ||||||
Closing balance |
Rs. | Rs. | US$ | |
||||||||
As of March 31, 2021 |
||||||||||||||||
Notional |
Gross Assets |
Gross Liabilities |
Net Fair Value |
|||||||||||||
(In millions) |
||||||||||||||||
| Interest rate derivatives |
Rs. | Rs. | Rs. | |
Rs. | ( |
) | |||||||||
| Forward rate agreements |
||||||||||||||||
| Currency options |
( |
) | ||||||||||||||
| Currency swaps |
||||||||||||||||
| Forward exchange contracts |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of March 31, 2022 |
||||||||||||||||||||||||
Notional |
Gross Assets |
Gross Liabilities |
Net Fair Value |
Notional |
Net Fair Value |
|||||||||||||||||||
(In millions) |
||||||||||||||||||||||||
| Interest rate derivatives |
Rs. | Rs. | Rs. | Rs. | US$ | US$ | ||||||||||||||||||
| Forward rate agreements |
||||||||||||||||||||||||
| Currency options |
( |
) | ( |
) | ||||||||||||||||||||
| Currency swaps |
||||||||||||||||||||||||
| Forward exchange contracts |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | US$ | US$ | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Non-interest revenue, net– Derivatives for the years ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| Interest rate derivatives |
Rs. | ( |
) | Rs. | Rs. | US$ | ||||||||||
| Forward rate agreements |
||||||||||||||||
| Currency options |
||||||||||||||||
| Currency swaps |
( |
) | ( |
) | ( |
) | ||||||||||
| Forward exchange contracts |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total gains/(losses) |
Rs. | Rs. | ( |
) | Rs. | US$ | |
|||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of March 31, 2021 |
||||||||||||||||||||||||
Amounts subject to enforceable netting arrangements |
||||||||||||||||||||||||
Effects of offsetting on balance sheet |
Related amounts not offset |
|||||||||||||||||||||||
Gross Amounts |
Amounts offset |
Net amounts reported in the balance sheet |
Financial instruments |
Financial collateral (1) |
Net amount |
|||||||||||||||||||
(In millions) |
||||||||||||||||||||||||
| Financial assets |
||||||||||||||||||||||||
| Derivative assets |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | ||||||||||||||||||
| Securities purchased under agreements to resell |
||||||||||||||||||||||||
| Financial liabilities |
||||||||||||||||||||||||
| Derivative liabilities |
Rs. | Rs. | Rs. | |
Rs. | Rs. | Rs. | |||||||||||||||||
| Securities sold under repurchase agreements |
||||||||||||||||||||||||
| Long-term debt |
||||||||||||||||||||||||
(1) |
Comprised of securities and cash collaterals. These amounts are limited to the asset/liability balance, and accordingly, do not include excess collateral received/pledged. |
As of March 31, 2022 |
||||||||||||||||||||||||||||
Amounts subject to enforceable netting arrangements |
||||||||||||||||||||||||||||
Effects of offsetting on balance sheet |
Related amounts not offset |
|||||||||||||||||||||||||||
Gross Amounts |
Amounts offset |
Net amounts reported in the balance sheet |
Financial instruments |
Financial collateral (1) |
Net amount |
|||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||
| Financial assets |
||||||||||||||||||||||||||||
| Derivative assets |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | US$ | |
||||||||||||||||||||
| Securities purchased under agreements to resell |
||||||||||||||||||||||||||||
| Financial liabilities |
||||||||||||||||||||||||||||
| Derivative liabilities |
Rs. | Rs. | Rs. | Rs. | Rs. | Rs. | US$ | |||||||||||||||||||||
| Securities sold under repurchase agreements |
||||||||||||||||||||||||||||
| Long Term debt |
||||||||||||||||||||||||||||
(1) |
Comprised of securities and cash collaterals. These amounts are limited to the asset/liability balance, and accordingly, do not include excess collateral received/pledged. |
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
Nominal values: |
||||||||||||
Bank guarantees: |
||||||||||||
Financial guarantees |
Rs. | |
Rs. | |
US$ | |
||||||
Performance guarantees |
||||||||||||
Documentary credits |
||||||||||||
Total |
Rs. | |
Rs. | |
US$ | |
||||||
Estimated fair value: |
||||||||||||
Guarantees |
Rs. | ( |
) | Rs. | ( |
) | US$ | ( |
) | |||
Documentary credits |
( |
) | ( |
) | ( |
) | ||||||
Total |
Rs. | ( |
) | Rs. | ( |
) | US$ | ( |
) | |||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
Allowance for credit losses, beginning of the period |
Rs. | |
Rs. | |
US$ | |
||||||
Impact of Adoption of ASC 326 |
||||||||||||
Provision for credit exposures |
||||||||||||
Allowance for credit losses, end of the period |
Rs. | |
Rs. | |
US$ | |
||||||
As of |
||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2021 |
March 31, 2022 |
|||||||||||||||||||||||||||||||||||||||||||||||
Estimated fair value |
Estimated fair value |
|||||||||||||||||||||||||||||||||||||||||||||||
Carrying value |
Level 1 |
Level 2 |
Level 3 |
Total |
Carrying value |
Level 1 |
Level 2 |
Level 3 |
Total |
Carrying value |
Estimated fair value |
|||||||||||||||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||||||||||||||||||
Financial Assets: |
||||||||||||||||||||||||||||||||||||||||||||||||
Cash and due from banks, and restricted cash |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
US$ | |
US$ | |
||||||||||||||||||||||||
Investments held for trading |
||||||||||||||||||||||||||||||||||||||||||||||||
Investments available for sale debt securities |
||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchased under agreements to resell |
||||||||||||||||||||||||||||||||||||||||||||||||
Loans |
||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest receivable |
||||||||||||||||||||||||||||||||||||||||||||||||
Other assets |
||||||||||||||||||||||||||||||||||||||||||||||||
Financial Liabilities |
||||||||||||||||||||||||||||||||||||||||||||||||
Interest-bearing deposits |
||||||||||||||||||||||||||||||||||||||||||||||||
Non-interest-bearing deposits |
||||||||||||||||||||||||||||||||||||||||||||||||
Securities sold under repurchase agreements |
||||||||||||||||||||||||||||||||||||||||||||||||
Short-term borrowings |
||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable |
||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt |
||||||||||||||||||||||||||||||||||||||||||||||||
Accrued expenses and other liabilities |
||||||||||||||||||||||||||||||||||||||||||||||||
Fiscal year ended March 31, |
||||||||||||||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||||||||||||||
Retail Banking |
Wholesale Banking |
Treasury Services |
Total |
Retail Banking |
Wholesale Banking |
Treasury Services |
Total |
|||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||
| Net interest income/ (expense) (external) |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
||||||||||||||||||||||||
| Net interest income/ (expense) (internal) |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||
| Net interest revenue |
||||||||||||||||||||||||||||||||
| Less: Provision for credit losses |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net interest revenue, after provision for credit losses |
||||||||||||||||||||||||||||||||
| Non-interest revenue |
||||||||||||||||||||||||||||||||
| Non-interest expense |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Income before income tax |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense |
Rs. |
Rs. |
||||||||||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||||||||||||
| Segment assets: |
||||||||||||||||||||||||||||||||
| Segment total assets |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
||||||||||||||||||||||||
Fiscal year ended March 31, |
||||||||||||||||||||
2022 |
||||||||||||||||||||
Retail Banking |
Wholesale Banking |
Treasury Services |
Total |
Total |
||||||||||||||||
(In millions) |
||||||||||||||||||||
| Net interest income/(expense) (external) |
Rs. | Rs. | |
Rs. | |
Rs. | |
US$ | ||||||||||||
| Net interest income/(expense) (internal) |
( |
) | ( |
) | ||||||||||||||||
| Net interest revenue |
||||||||||||||||||||
| Less: Provision for credit losses |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Net credit losses |
||||||||||||||||||||
| Non-interest revenue |
||||||||||||||||||||
| Non-interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before income tax |
Rs. | Rs. | |
Rs. | |
Rs. | |
US$ | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Income tax expense |
Rs. | |
US$ | |||||||||||||||||
| |
|
|
|
|||||||||||||||||
| Segment assets: |
||||||||||||||||||||
| Segment total assets |
Rs. | |
Rs. | |
Rs. | |
Rs. |
|
US$ | |
||||||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
| Right-of-use |
Rs. |
Rs. |
US$ | |||||||||
| Lease liabilities |
||||||||||||
As of March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
(In millions) |
||||||||||||||||
| The total minimum lease expense during the year recognized in the consolidated statement of income |
Rs. |
Rs. |
Rs. |
US$ | |
|||||||||||
| Due in fiscal year ending March 31: |
Operating leases |
|||||||
(In millions, except for weighted averages) |
||||||||
| 2023 |
Rs. | |
US$ | |||||
| 2024 |
||||||||
| 2025 |
||||||||
| 2026 |
||||||||
| 2027 |
||||||||
| Thereafter |
||||||||
| |
|
|
|
|||||
| Total lease payments |
Rs. | US$ | |
|||||
| Less: imputed interest |
||||||||
| |
|
|
|
|||||
| Total operating lease liabilities |
Rs. | US$ | |
|||||
| |
|
|
|
|||||
| Weighted average remaining lease term (in years) |
||||||||
| Weighted average discount rate |
% | % | ||||||
As of March 31, |
||||||||||||
2021 |
2022 |
2022 |
||||||||||
(In millions) |
||||||||||||
| Opening provision of reward points |
Rs. |
Rs. | |
US$ | |
|||||||
| Provision made during the year |
||||||||||||
| Utilization/write back of provision |
( |
) | ( |
) | ( |
) | ||||||
| Effect of change in rate of accrual of reward points |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Closing provision of reward points |
Rs. |
Rs. | |
US$ | |
|||||||
| |
|
|
|
|
|
|||||||
As of March 31, |
||||||||||||||||||||||||||||
2021 |
2022 |
|||||||||||||||||||||||||||
Principal owner |
Others |
Total |
Principal owner |
Others |
Total |
Total |
||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||
| Balances in non-interest-bearing deposits |
Rs. |
Rs. |
Rs. |
Rs. | Rs. | |
Rs. | |
US$ | |
||||||||||||||||||
| Balances in interest-bearing deposits |
||||||||||||||||||||||||||||
| Accrued expenses and other liabilities |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
Rs. |
Rs. |
Rs. |
Rs. | |
Rs. | |
Rs. | |
US$ | |
|||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
As of March 31, |
||||||||||||||||||||||||||||
2021 |
2022 |
|||||||||||||||||||||||||||
Principal owner |
Others |
Total |
Principal owner |
Others |
Total |
Total |
||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||
| Loans |
Rs. | |
Rs. | |
Rs. | |
Rs. |
Rs. | |
Rs. | |
US$ | |
|||||||||||||||
| Other assets |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
Rs. | |
US$ | |
||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fiscal year ended March 31, |
||||||||||||||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||||||||||||||
Principal owner |
Others |
Total |
Principal owner |
Others |
Total |
Principal owner |
Others |
Total |
Total |
|||||||||||||||||||||||||||||||
(In millions) |
||||||||||||||||||||||||||||||||||||||||
| Non-interest revenue-Fees and commissions |
|
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
Rs. |
US$ | |
||||||||||||||||||||||||||||
| Interest and Dividend revenue |
|
|||||||||||||||||||||||||||||||||||||||
| Interest expense-Deposits |
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Non-interest expense-Administrative and other |
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Non-interest expense-Premises and equipment |
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
As of March 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
Weighted average number of equity shares used in computing basic earnings per equity share |
||||||||||||
Effect of potential equity shares for stock options outstanding |
||||||||||||
Weighted average number of equity shares used in computing diluted earnings per equity share |
||||||||||||
Fiscal years ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
2022 |
|||||||||||||
Basic earnings per share |
Rs. | Rs. | Rs. | US$ | |
|||||||||||
Effect of potential equity shares for stock options outstanding |
||||||||||||||||
Diluted earnings per share |
Rs. | Rs. | Rs. | |
US$ | |||||||||||
Basic earnings per ADS |
Rs. | |
Rs. | |
Rs. | US$ | ||||||||||
Effect of potential equity shares for stock options outstanding |
||||||||||||||||
Diluted earnings per ADS |
Rs. | Rs. | Rs. | US$ | ||||||||||||
| Level of input |
||
| Level 1 | Unadjusted quoted market prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. | |
| Level 2 | Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| Level 3 | Inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity). | |
Fair Value Measurements Using |
||||||||||||||||
| Particulars |
Total |
Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
||||||||||||
(In millions) |
||||||||||||||||
| Trading account securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Securities available-for-sale |
||||||||||||||||
| Equity securities * |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Rs. | Rs. | Rs. | |
Rs. | |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| * | Equity securities classified within other assets. |
Fair Value Measurements Using |
||||||||||||||||
| Particulars |
Total |
Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
||||||||||||
(In millions) |
||||||||||||||||
| Trading account securities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Securities available-for-sale |
||||||||||||||||
| Equity securities * |
||||||||||||||||
| Total |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
US$ | US$ | US$ | US$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| * | Equity securities classified within other assets. |
| Particulars |
As of March 31, 2021 |
|||
(In millions) |
||||
| Beginning balance at April 1, 2020 |
Rs. | |
||
| Total gains or losses (realized/unrealized) |
||||
| -Included in net income |
||||
| -Included in other comprehensive income |
||||
| Purchases/additions |
||||
| Sales |
||||
| Issuances |
||||
| Settlements |
( |
) | ||
| Transfers into Level 3 |
||||
| Transfers out of Level 3 |
||||
| Foreign currency translation adjustment |
||||
| |
|
|||
| Ending balance at March 31, 2021 |
Rs. | |||
| |
|
|||
| Total amount of gains or (losses) included in net income attributable to change in unrealized gains or (losses) relating to assets still held at reporting date |
Rs | |||
| |
|
|||
| Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period |
Rs | |||
| |
|
|||
| Particulars |
As of March 31, 2022 |
|||
(In millions) |
||||
| Beginning balance at April 1, 2021 |
Rs. | |||
| Total gains or losses (realized/unrealized) |
||||
| -Included in net income |
||||
| -Included in other comprehensive income |
( |
) | ||
| Purchases/additions |
||||
| Sales |
||||
| Issuances |
||||
| Settlements |
( |
) | ||
| Transfers into Level 3 |
||||
| Transfers out of Level 3 |
||||
| Foreign currency translation adjustment |
||||
| |
|
|||
| Ending balance at March 31, 2022 |
Rs. | |||
| |
|
|||
| Total amount of gains or (losses) included in net income attributable to change in unrealized gains or (losses) relating to assets still held at reporting date |
Rs | |||
| |
|
|||
| Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period |
Rs | ( |
||
| |
|
|||
Fair Value Measurements Using |
||||||||||||||||
| Particulars |
Total |
Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
||||||||||||
(In millions) |
||||||||||||||||
| Derivative assets |
Rs. | Rs. | Rs. | |
Rs. | |||||||||||
| Derivative liabilities |
Rs. | |
Rs. | Rs. | Rs. | |||||||||||
Fair Value Measurements Using |
||||||||||||||||
| Particulars |
Total |
Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
||||||||||||
(In millions) |
||||||||||||||||
| Derivative assets |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Derivative liabilities |
Rs. | Rs. | Rs. | Rs. | ||||||||||||
| Exhibit No. |
Description of Document | |
1.1 |
HDFC Bank Memorandum of Association, as amended (incorporated by reference to HDFC Bank Limited’s Registration Statement on Form F-1 filed on July 12, 2001 (Registration No. 333-13718))* | |
1.2 |
HDFC Bank Articles of Association, as amended (incorporated by reference to HDFC Bank Limited’s Registration Statement on Form F-1 filed on July 12, 2001 (Registration No. 333-13718))* | |
1.3 |
||
1.4 |
||
1.5 |
||
1.6 |
||
2.1 |
HDFC Bank’s Specimen Certificate for Equity Shares (incorporated herein by reference to HDFC Bank Limited’s Registration Statement on Form F-1 filed on July 12, 2001 (Registration No. 333-13718))* | |
2.2 |
||
4 |
||
12.1 |
||
12.2 |
||
13 |
||
101 |
The following financial information from HDFC Bank Ltd. Annual Report on Form 20-F for the year ended March 31, 2022 is formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. | |
104 |
The cover page for HDFC Bank Ltd.’s Annual Report on Form 20-F for the year ended March 31, 2022 has been formatted in Inline XBRL. | |
* |
Paper filing |
HDFC Bank Limited |
| /s/ Srinivasan Vaidyanathan |
Name: Srinivasan Vaidyanathan |
Title: Chief Financial Officer |
Date: July 29, 2022 |
Exhibit 4
COMPOSITE SCHEME OF AMALGAMATION
AMONG
HDFC INVESTMENTS LIMITED
(Transferor Company 1)
AND
HDFC HOLDINGS LIMITED
(Transferor Company 2)
AND
HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED
(Transferee Company / Amalgamating Company)
AND
HDFC BANK LIMITED
(Amalgamated Company)
AND
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013
PART A
GENERAL
| 1. | DESCRIPTION OF THE COMPANIES THAT ARE PARTIES TO THIS SCHEME |
1.1 HDFC Investments Limited was incorporated on December 20, 1994 as HDFC Investments Limited with the Registrar of Companies, Mumbai (hereinafter referred to as the “Registrar of Companies”), as a public limited company, under the provisions of the Companies Act, 1956 (hereinafter referred to as the “1956 Act”) with corporate identification number U65990MH1994PLC083933 and having its registered office at Ramon House, H T Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai – 400 020, Maharashtra, India (hereinafter referred to as the “Transferor Company 1”). The Transferor Company 1 is a wholly owned subsidiary of the Transferee Company (as defined hereinafter). As on March 31, 2022, the Transferor Company 1 holds 30,00,00,000 (Thirty Crore) equity shares of the face value of Re. 1/- of the Amalgamated Company (as defined hereinafter). The Transferor Company 1 is primarily engaged in the business of making investments in equity shares, preference shares, venture funds, mutual funds and other securities. The Transferor Company 1 is a Systemically Important Non-Deposit Taking Non-Banking Financial Company registered with the Reserve Bank of India (hereinafter referred to as the “RBI”).
1.2 HDFC Holdings Limited was incorporated on January 17, 2000 as HDFC Holdings Limited with the Registrar of Companies, as a public limited company, under the provisions of the 1956 Act with corporate identification number U65993MH2000PLC123680 and having its registered office at Ramon House, H T Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai – 400 020, Maharashtra, India (hereinafter referred to as the “Transferor Company 2”). The Transferor Company 2 is a wholly owned subsidiary of the Transferee Company. As on March 31, 2022, the Transferor Company 2 holds 10,000 (Ten Thousand) equity shares of the face value of Re. 1/- of the Amalgamated Company. The Transferor Company 2 is primarily engaged in the business of making investments in equity shares, preference shares, venture funds, mutual funds and other securities. The Transferor Company 2 is a Systemically Important Non-Deposit Taking Non-Banking Financial Company registered with RBI.
1.3 Housing Development Finance Corporation Limited was incorporated on October 17, 1977 as Housing Development Finance Corporation Limited with the Registrar of Companies, as a public limited company, under the provisions of the 1956 Act with corporate identification number L70100MH1977PLC019916 and having its registered office at Ramon House, H T Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai – 400 020, Maharashtra, India (hereinafter referred to as the “Transferee Company” or the “Amalgamating Company”). The Amalgamating Company is registered with the National Housing Bank (“NHB”) as a housing finance company. The Amalgamating Company is principally engaged in the business of providing finance to individuals, corporates and developers for the purchase, construction, development and repair of houses, apartment and commercial properties in India through its branches in India and overseas offices. The Amalgamating Company is a promoter of the Amalgamated Company and holds 86,46,15,834 (Eighty Six Crore Forty Six Lakh Fifteen Thousand Eight Hundred and Thirty Four) equity shares of the face value of Re. 1/- (Rupee One only) of the Amalgamated Company (as on March 31, 2022). The Amalgamating Company along with the Transferor Company 1 and the Transferor Company 2, as on March 31, 2022, holds approximately 21% (Twenty One per cent.) of the paid-up share capital of the Amalgamated Company. The equity shares of the Amalgamating Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (collectively hereinafter referred to as the “Stock Exchanges”). The Amalgamating Company’s Indian Rupee denominated bonds overseas are listed on the London Stock Exchanges’ regulated market. The secured debentures issued by the Amalgamating Company, from time to time, are listed on the Wholesale Debt Market segment of the Stock Exchanges. Further, the commercial papers issued by the Amalgamating Company are also listed on the Stock Exchanges. The warrants issued by the Amalgamating Company are also listed on the Stock Exchanges.
1.4 HDFC Bank Limited was incorporated on August 30, 1994 as HDFC Bank Limited with the Registrar of Companies, as a public limited company, under the provisions of the 1956 Act with corporate identification number L65920MH1994PLC080618 and having its registered office at HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India (hereinafter referred to as the “Amalgamated Company”). The Amalgamated Company is registered with the RBI as a banking company under the provisions of the Banking Regulation Act, 1949 (“BR Act”). The Amalgamated Company is engaged in the business of providing a range of banking and financial services including retail banking, wholesale banking and treasury operations. The equity shares of the Amalgamated Company are listed on the Stock Exchanges. The American Depositary Receipts (ADRs) issued in respect of the equity shares of the Amalgamated Company are listed on New York Stock Exchange. The Rupee Denominated Additional Tier I Bonds, Tier II Bonds, and Long Term Infrastructure Bonds issued by the Amalgamated Company are listed on the Stock Exchanges. Rupee Denominated Bonds issued by the Amalgamated Company are listed on Singapore Exchange Securities Trading Limited. Basel III Compliant Perpetual Debt Instruments issued by the Amalgamated Company are listed on Indian International Exchange (IFSC) Limited.
| 2. | OVERVIEW OF THE SCHEME |
2.1 This Scheme (as defined hereinafter) is presented, inter alia, for the: (i) amalgamation of the Transferor Company 1 and the Transferor Company 2 (collectively hereinafter referred to as the “Transferor Companies”), respectively, into the Transferee Company, with effect from the Appointed Date 1 (as defined hereinafter), and the consequent dissolution of the Transferor Companies without being wound up; and (ii) amalgamation of the Amalgamating Company with and into the Amalgamated Company, with effect from the Appointed Date 2 (as defined hereinafter), and the consequent dissolution of the Amalgamating Company without being wound up, and the issuance of the New Equity Shares (as defined hereinafter) to the equity shareholders of the Amalgamating Company in accordance with the Share Exchange Ratio (as defined hereinafter), pursuant to Sections 230 – 232, and other relevant provisions of the Companies Act, in the manner provided for in this Scheme and in compliance with the provisions of the Income Tax Act (as defined hereinafter) (“Amalgamation”).
| 3. | RATIONALE AND BENEFITS OF THIS SCHEME |
3.1 The Amalgamation pursuant to this Scheme would, inter alia, have the following benefits:
(a) the Amalgamation, through the Scheme, shall enable the Amalgamated Company to build its housing loan portfolio and enhance its existing customer base;
(b) the Amalgamation is based on leveraging the significant complementarities that exist amongst the parties to the Scheme. The Amalgamation would create meaningful value for various stakeholders including respective shareholders, customers, employees, as the combined business would benefit from increased scale, comprehensive product offering, balance sheet resiliency and the ability to drive synergies across revenue opportunities, operating efficiencies and underwriting efficiencies, amongst others;
(c) the Amalgamated Company is a private sector bank and has a large base of over 6.8 Crore customers. The bank platform will provide a well-diversified low cost funding base for growing the long tenor loan book acquired by the Amalgamated Company pursuant to the Amalgamation;
(d) the Amalgamated Company is a banking company with a large distribution network that offers product offerings in the retail and wholesale segments. The Amalgamating Company is a premier housing finance company in India and provides housing loans to individuals as well as loans to corporates, undertakes lease rental discounting and construction finance apart from being a financial conglomerate. A combination of the Amalgamating Company and the Amalgamated Company is entirely complementary to, and enhances the value proposition of, the Amalgamated Company;
(e) the Amalgamated Company would benefit from a larger balance sheet and networth which would allow underwriting of larger ticket loans and also enable a greater flow of credit into the Indian economy;
(f) the Amalgamating Company has invested capital and developed skills and has set up approximately 464 (Four Hundred and Sixty Four) offices across the country. These offices can be used to sell the entire product suite of both the Amalgamating Company and the Amalgamated Company;
(g) the loan book of the Amalgamating Company is diversified having cumulatively financed over 90 lakh dwelling units. With the Amalgamating Company’s leadership in the home loan arena, developed over the past 45 years, the Amalgamated Company would be able to provide to customers flexible mortgage offerings in a cost-effective and efficient manner;
(h) the Amalgamated Company has access to funds at lower costs due to its high level of current and savings accounts deposits (CASA). With the amalgamation of the Amalgamating Company with the Amalgamated Company, the Amalgamated Company will be able to offer more competitive housing products;
(i) the Amalgamating Company’s rural housing network and affordable housing lending is likely to qualify for Amalgamated Company as priority sector lending and will also enable a higher flow of credit into priority sector lending, including agriculture;
(j) the Amalgamation will result in reducing the Amalgamated Company’s proportion of exposure to unsecured loans;
(k) the Amalgamating Company has built technological capabilities to evaluate the credit worthiness of customers using analytical models, and has developed unique skills in financing various customer segments. The models have been tested and refined over the years at scale and the Amalgamated Company will benefit from such expertise in underwriting and financing of mortgage offerings;
(l) the Amalgamated Company can leverage on the loan management system, comprising rule engines, IT tools and rules, agents connected through a central system;
(m) the Amalgamation is expected to result in bolstering the capital base and bringing in resiliency in the balance sheet of the Amalgamated Company;
(n) the Transferor Companies are Systemically Important Non—Deposit Taking Non—Banking Financial Companies and are also wholly owned subsidiaries of the Amalgamating Company. The Amalgamation shall result in simplified corporate structure.
3.2 The Amalgamation would therefore be in the best interest of the shareholders of the respective parties to the Scheme and shall not in any manner be prejudicial to the interests of the concerned shareholders or the creditors or general public at large.
3.3 Accordingly, to achieve the abovementioned benefits, the Boards (as defined hereinafter) of each of the Parties have decided to make requisite applications and/ or petitions before the Tribunal/ Governmental Authority (as defined hereinafter) as the case may be, as applicable under Sections 230 to 232 of the Companies Act and other applicable provisions of this Scheme.
| 4. | This Scheme is divided into the following parts: |
4.1 Part A, which deals with the general description of the companies that are parties to this Scheme, overview of the Scheme and the rationale and benefits of this Scheme.
4.2 Part B, which deals with the definitions and interpretation, and sets out the share capital of the respective parties to this Scheme.
4.3 Part C, which deals with the amalgamation of the Transferor Companies with the Transferee Company.
4.4 Part D, which deals with the amalgamation of the Amalgamating Company with the Amalgamated Company.
4.5 Part E, which deals with the general terms and conditions applicable to this Scheme.
The Scheme also provides for various other matters consequential, incidental or otherwise integrally connected therewith.
PART B
DEFINITIONS, INTERPRETATION AND SHARE CAPITAL
| 5. | DEFINITIONS |
5.1 In this Scheme, unless inconsistent with the subject, the following expressions shall have the meanings respectively against them:
(a) “1956 Act” shall have the meaning set forth in Clause 1.1;
(b) “Amalgamated Company” shall have the meaning set forth in Clause 1.4;
(c) “Amalgamated Company Shares” means the fully paid-up equity shares of the Amalgamated Company, each having a face value of Re 1/- (Rupee One only) and having one vote per equity share;
(d) “Amalgamating Company” or the “Transferee Company” shall have the meaning set forth in Clause 1.3;
(e) “Amalgamation” shall have the meaning set forth in Clause 2.1;
(f) “Amalgamating Company ESOP Plans” means collectively the ESOS 1, ESOS 2, ESOS 3, ESOS 4 and ESOS 5;
(g) “Applicable Law” means all applicable (a) statutes, enactments, acts of legislature or parliament, laws, ordinances, code, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any applicable country and/or jurisdiction; (b) administrative interpretation, writ, injunction, directions, directives, judgment, arbitral award, decree, orders or governmental approvals of, or agreements with, any Governmental Authority or recognized stock exchange; and (c) international treaties, conventions and protocols, as may be in force from time to time;
(h) “Appointed Date 1” means the end of the day immediately preceding the Effective Date;
(i) “Appointed Date 2” means the Effective Date;
(j) “BR Act” shall have the meaning set forth in Clause 1.4;
(k) “Board” in relation to a Party, means the board of directors of such Party, and shall include a committee of directors or any person authorized by such board of directors or any person authorized by such committee duly constituted by the directors and authorized for the matters pertaining to this Scheme or any other matter relating hereto;
(l) “CCI” means the Competition Commission of India;
(m) “CCI Approval” means the approval granted by the CCI to the Amalgamation in accordance with the provisions of the Competition Act, 2002, and the relevant rules and regulations thereunder;
(n) “Companies Act” means the Companies Act, 2013, or any statutory modification or re-enactment or amendments thereof for the time being in force;
(o) “Effective Date” means the date on which the certified copy/ies of the order/orders of the Tribunal sanctioning the Scheme is/are filed by the Parties with the Registrar of Companies after the last of the approvals or events specified in Clause 42 of the Scheme are satisfied or have occurred or obtained or the requirement of which have been waived (in writing) in accordance with this Scheme. Reference in this Scheme to the date of “coming into effect of this Scheme” or “coming into effect of the Scheme” or “effectiveness of this Scheme” or “effect of this Scheme” or “upon the Scheme becoming effective” or “the Scheme coming into effect” shall mean the Effective Date;
(p) “Eligible Employees” means all those employees (whether in service or not, including those who were in the past employment) of the Amalgamating Company, including those Persons who are entitled to the concerned Amalgamating Company ESOP Plans established by the Amalgamating Company, to whom, as on the Effective Date, options of the Amalgamating Company have been granted, irrespective of whether the same are vested or not;
(q) “Encumbrance” or “Encumbered” means: (i) any mortgage, charge (whether fixed or floating), pledge, lien, negative lien, power of attorney (conferring power to create charge or security), agreement to create charge or security, any contractual restriction on ability to dispose assets, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance or interest of any kind securing, or conferring any priority of payment in respect of any obligation of any Person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law; (ii) a contract to give or refrain from giving any of the foregoing; (iii) any voting agreement, interest, option, right of first offer, refusal or transfer restriction in favour of any Person; and (iv) any adverse claim as to title, possession or use;
(r) “ESOS 1” means the Amalgamating Company employee stock option scheme 2007, as approved by the Board and the shareholders of the Amalgamating Company;
(s) “ESOS 2” means the Amalgamating Company employee stock option scheme 2008, as approved by the Board and the shareholders of the Amalgamating Company;
(t) “ESOS 3” means the Amalgamating Company employee stock option scheme 2014, as approved by the Board and the shareholders of the Amalgamating Company;
(u) “ESOS 4” means the Amalgamating Company employee stock option scheme 2017, as approved by the Board and the shareholders of the Amalgamating Company;
(v) “ESOS 5” means the Amalgamating Company employee stock option scheme 2020, as approved by the Board and the shareholders of the Amalgamating Company;
(w) “Existing Employees Stock Option Plans” means collectively, the Amalgamated Company’s employee stock option schemes being: (i) Plan C-ESOS XXIII, (ii) Plan F-ESOS XXIV, (iii) Plan F-ESOS XXV, (iv) Plan F-ESOS XXVII, (v) Plan F-ESOS XXVIII, (vi) Plan G-ESOS XXIX, (vii) Plan G-ESOS XXX, (viii) Plan G-ESOS XXXI, (ix) Plan G-ESOS XXXII, (x) Plan G-ESOS XXXIII; (xi) Plan G-ESOS XXXIV; (xii) Plan G-ESOS XXXV; (xiii) Plan G-ESOS XXXVI; and (xiv) Plan G-ESOS XXXVII;
(x) “Governmental Authority” means any governmental or statutory or regulatory or administrative authority, government department, agency, commission, board, tribunal or court or other entity authorized to make laws, rules or regulations or pass directions, having or purporting to have jurisdiction over any state or other sub-division thereof or any municipality, district or other sub-division thereof having jurisdiction pursuant to the Applicable Law, including the RBI, SEBI, NHB, Insurance Regulatory and Development Authority of India, Pension Fund Regulatory and Development Authority and the CCI;
(y) “IGAAP” means Accounting Standards (‘AS’) specified under Section 133 of the Companies Act read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016, in so far as they apply to banks and the requirements prescribed under the BR Act, circulars, directions and notifications issued by the RBI from time to time;
(z) “Income Tax Act” means the Income Tax Act, 1961, including any statutory modifications, re-enactments or amendments thereof for the time being in force;
(aa) “LODR” means the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, and shall include any statutory modification, amendment, and re-enactment thereof for the time being in force or any act, regulations, rules, guidelines etc., that may replace such regulations;
(bb) “New Equity Shares” shall have the meaning set forth in Clause 27.1;
(cc) “NHB” shall have the meaning set forth in Clause 1.3;
(dd) “Parties” shall mean collectively, the Transferor Companies, the Amalgamating Company and the Amalgamated Company, and “Party” shall mean any one of them, as the case may be;
(ee) “Person” means any individual, entity, joint venture, company (including a limited liability company), corporation, partnership (whether limited or unlimited), proprietorship, trust or other enterprise (whether incorporated or not), Hindu undivided family, union, association of persons, government (central, state or otherwise), or any agency, department, authority or political subdivision thereof, and shall include their respective successors and in case of an individual shall include his/her legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or the trustees and the beneficiary or beneficiaries from time to time;
(ff) “Plan C-ESOS XXIII” means the Amalgamated Company employee stock option scheme, 2005 as approved by the Board and the shareholders of the Amalgamated Company;
(gg) “Plan F-ESOS XXIV” means the Amalgamated Company employee stock option scheme, 2013 as approved by the Board and the shareholders of the Amalgamated Company;
(hh) “Plan F-ESOS XXV” means the Amalgamated Company employee stock option scheme, 2013 as approved by the Board and the shareholders of the Amalgamated Company;
(ii) “Plan F-ESOS XXVII” means the Amalgamated Company employee stock option scheme, 2013 as approved by the Board and the shareholders of the Amalgamated Company;
(jj) “Plan F-ESOS XXVIII” means the Amalgamated Company employee stock option scheme, 2013 as approved by the Board and the shareholders of the Amalgamated Company;
(kk) “Plan G-ESOS XXIX” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company;
(ll) “Plan G-ESOS XXX” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company;
(mm) “Plan G-ESOS XXXI” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company;
(nn) “Plan G-ESOS XXXII” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company
(oo) “Plan G-ESOS XXXIII” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company;
(pp) “Plan G-ESOS XXXIV” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company;
(qq) “Plan G-ESOS XXXV” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company;
(rr) “Plan G-ESOS XXXVI” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company;
(ss) “Plan G-ESOS XXXVII” means the Amalgamated Company employee stock option scheme, 2016 as approved by the Board and the shareholders of the Amalgamated Company;
(tt) “Proceedings” shall have the meaning set forth in Clause 13;
(uu) “RBI” shall have the meaning set forth in Clause 1.1;
(vv) “RBI Amalgamation Directions” means the RBI (Amalgamation of Private Sector Banks) Directions, 2016 dated April 21, 2016;
(ww) “RBI Approval” means the Scheme being approved by the RBI pursuant to the RBI Amalgamation Directions and such other approvals as may be required pursuant to the Scheme;
(xx) “Record Date” means the date to be fixed by the Boards of the Amalgamated Company in consultation with the Amalgamating Company for the purpose of determining the equity shareholders (members) of the Amalgamating Company, to whom the Amalgamated Company Shares will be allotted pursuant to this Scheme;
(yy) “Registrar of Companies” shall have the meaning set forth in Clause 1.1;
(zz) “Scheme” means this composite scheme of amalgamation, pursuant to Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, in its present form (along with any annexures, schedules, etc., attached hereto, if any) with such modifications and amendments as may be made from time to time in accordance with the terms hereof;
(aaa) “SEBI” means the Securities and Exchange Board of India;
(bbb) “SEBI Schemes Circular” means the master circular issued by SEBI, being Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, and any amendments thereof issued pursuant to Regulations 11, 37 and 94 of the LODR;
(ccc) “Share Exchange Ratio” shall have the meaning set forth in Clause 27.1 hereof;
(ddd) “Stock Exchanges” shall have the meaning set forth in Clause 1.3;
(eee) “Stock Exchanges Approval” means the no-objection/no-adverse observation letter obtained by the Amalgamating Company and the Amalgamated Company, respectively, from the relevant Stock Exchanges in relation to the Scheme pursuant to Regulation 37 of the LODR and the SEBI Schemes Circular;
(fff) “Tax” or “Taxes” means: (a) all forms of direct tax and indirect tax, surcharge, fee, levy, duty, tariff, charge, impost and other charges of any kind, withholding or other amount whenever or wherever created or imposed by, or payable to any Tax Authority; (b) all charges, interest, penalties and fines incidental or relating to any tax falling within (a) above or which arise as a result of the failure to pay any tax on the due date or to comply with any obligation relating to tax; and (c) all credits/refunds/benefits in relation to direct tax and indirect tax, surcharge, fee, levy, duty, tariff, charge, impost and other credits/refunds/benefits of any kind, withholding or other amount whenever or wherever entitled from any Tax Authority;
(ggg) “Tax Authority” means any revenue, customs, fiscal, governmental, statutory, state, provincial, local governmental or municipal authority, body or Person responsible for Tax;
(hhh) “Transferee Stock Option Plan” shall have the meaning set forth in Clause 30.1;
(iii) “Transferor Companies” shall have the meaning set forth in Clause 2.1, and “Transferor Company” shall mean any one of them, as the case may be;
(jjj) “Tribunal” means the National Company Law Tribunal, Mumbai Bench and shall include, if applicable, such other forum or authority as may be vested with the powers of a National Company Law Tribunal under the Companies Act;
(kkk) “Undertakings” means the Transferor Companies and includes all of their respective business, undertakings, assets, properties, investments and all liabilities of the Transferor Companies, of whatsoever nature and kind and wherever situated, on a going concern basis, and with continuity of business of each of the Transferor Companies, which shall mean and include without limitation:
(i) All their assets and properties (tangible or intangible, moveable or immovable (if any), real or personal, corporeal or incorporeal, present, future or contingent) of the respective Transferor Companies, including, without being limited to, computers, equipment, offices and other premises, sundry debtors, furniture, fixtures, interiors, office equipment, accessories, deposits, all stocks, assets, investments of all kinds (including shares, scripts, stocks, bonds, debenture stocks, units or pass through certificates), cash balances or deposits with banks, loans, advances, contingent rights or benefits, book debts, receivables, Taxes paid, actionable claims, earnest moneys, margin moneys, security deposits, advances or deposits paid by the respective Transferor Companies, financial assets, leases (including but not limited to leasehold rights of the respective Transferor Companies), and assets, lending contracts, rights and benefits under any agreement, benefit of any security arrangements or under any guarantees, reversions, powers, municipal permissions, tenancies or licenses in relation to the offices, fixed and other assets, intangible assets (including but not limited to software) and intellectual property rights of any nature whatsoever; rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections, and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, title, interests, other benefits (including Tax benefits), credits (including Tax credits), credit arising from advance Tax, self-assessment Tax, withholding Tax credits, foreign Tax credits, any Tax refunds and credits, minimum alternate Tax credit entitlement, Central Value Added Tax (“CENVAT”) credit, goods and service Tax credit, other indirect Tax credits, any Tax incentives, benefits (including claims for carried forward Tax losses and unabsorbed Tax depreciation), advantages, privileges, exemptions, credits, Tax holidays, remission, reductions and any other claims under any Tax laws; subsidies, easements, privileges, liberties and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the respective Transferor Companies or in connection with or relating to the respective Transferor Companies and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the respective Transferor Companies;
(ii) All contracts (including but not limited to the agreements with respect to the immovable properties being used by the respective Transferor Companies by way of lease and/or license and/or business arrangements), rights, agreements, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, letters of intent, understanding, equipment purchase agreement, agreements with customers, purchase and other agreement with the supplier/manufacturer of goods/service providers, undertakings, deeds, bonds and schemes; entitlements, licenses (including the licenses granted by any Governmental Authority for the purpose of carrying on the respective businesses of the Transferor Companies or in connection therewith), permits, clearances, permissions, incentives, approvals (including municipal approvals), allocations, registrations, Tax benefits, subsidies, concessions, grants, credits, awards, exemptions, qualifications, bid acceptances, tenders, certificates, rights, statutory rights, claims, leases, licenses, right to use and/ or access, tenancy rights, liberties, special status and other benefits or privileges; quota rights, engagements, arrangements, authorities, allotments and security arrangements (to the extent provided herein); benefits of any guarantees, reversions, powers and all other approvals, sanctions and consents of every kind, nature and description whatsoever relating to the respective Transferor Companies’ business activities and operations and that may be required to carry on the operations of the respective Transferor Companies;
(iii) All insurance policies;
(iv) All intellectual property rights, registrations, trademarks, trade names, computer programmes, manuals, data, service marks, copyrights, patents, designs, domain names, applications for trademarks, trade names, service marks, copyrights, designs and domain names and all software, and all the website contents (including text, graphics, images, audio, video and data) exclusively used by or held for use by the respective Transferor Companies in their respective businesses, activities and operations carried on by the Transferor Companies;
(v) All books, records, files, papers, engineering and process information, application software, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, lists of present and former borrowers, lenders and suppliers including service providers, other borrower information, customer credit information, customer/supplier pricing information, and all other books and records, whether in physical or electronic form;
(vi) All amounts claimed by the respective Transferor Companies whether or not so recorded in the books of account of the respective Transferor Companies from any Governmental Authority, under any law, act or rule in force, as refund of any Tax, duty, cess or of any excess payment;
(vii) All rights to any claim not preferred or made by the respective Transferor Companies in respect of any refund of Tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the respective Transferor Companies and any interest thereon, with regard to any law, act or rule or scheme made by the Governmental Authority, and in respect of set-off, carry forward of un-absorbed losses and unabsorbed Tax depreciation, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, incentives, benefits, Tax holidays, credits, etc. under the Income Tax Act, sales Tax, value added Tax, service Tax, custom duties, and goods and service Tax or any other or like benefits under the said acts or under and in accordance with Applicable Law;
(viii) All debts and liabilities, both present and future, whether or not provided in the books of accounts or disclosed in the balance sheet of the respective Transferor Companies, including all secured, if any, and unsecured debts (whether denominated in Indian rupees or a foreign currency), liabilities (including deferred Tax liabilities, contingent liabilities) of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized for their respective business activities and operations along with any charge, guarantees, assurances, deposits, time and demand liabilities, borrowings, bills payable, interest accrued, Tax liabilities, debentures, duties, leases of the respective Transferor Companies, guarantees, sundry creditors, and all other obligations of whatsoever kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized, whether or not contingent or disputed or the subject matter of any court, arbitration, tribunal, forum or other proceedings including before any Governmental Authority. Provided that, any reference in the security documents or arrangements entered into by the respective Transferor Companies, if any, and under which, the assets of the respective Transferor Companies stand offered as a security, for any financial assistance or obligation, the said reference shall be construed as a reference to the assets pertaining to the respective Undertakings of the Transferor Companies only as are vested in the Transferee Company by virtue of Part C of the Scheme and the Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the respective Transferor Companies which shall vest in the Transferee Company by virtue of the Scheme and the Transferee Company shall not be obliged to create any further or additional security thereof after the Effective Date or otherwise;
(ix) All of their respective staff and employees, if any, who are on their respective payrolls, including those employed at their respective offices, and other obligations of whatsoever kind, including liabilities of each of the Transferor Companies, with regard to their staff and employees, with respect to the payment of gratuity, superannuation, pension benefits and the provident fund or compensation, if any, and any other benefit in the event of resignation, death, voluntary retirement or retrenchment and any other obligations under any licenses and/ or permits; and
(x) All Proceedings of whatsoever nature involving the respective Transferor Companies.
(III) “Undertaking of the Amalgamating Company” means the Amalgamating Company together with the Undertakings of the respective Transferor Companies, transferred to and vested in the Amalgamating Company, upon effectiveness of Part C of the Scheme and with effect from the Appointed Date 1, and includes all the business, undertakings, assets, properties, investments and all liabilities of the Amalgamating Company, of whatsoever nature and kind and wherever situated, on a going concern basis, and with continuity of business of the Amalgamating Company, which shall mean and include without limitation:
(i) All the assets and properties (tangible or intangible, moveable or immovable, real or personal, corporeal or incorporeal, present, future or contingent) of the Amalgamating Company, including, without being limited to, computers, equipment, offices and other premises, sundry debtors, furniture, fixtures, interiors, office equipment, including other equipment, accessories, deposits, all stocks, assets, investments of all kinds (including shares, scripts, stocks, bonds, debenture stocks, units or pass through certificates), cash balances or deposits with banks, loans, advances, contingent rights or benefits, book debts, receivables, Taxes paid, actionable claims, earnest moneys, margin moneys, security deposits, advances or deposits paid by the Amalgamating Company, financial assets, leases (including but not limited to leasehold rights of the Amalgamating Company), and assets, lending contracts, rights and benefits under any agreement, benefit of any security arrangements or under any guarantees, reversions, powers, municipal permissions, tenancies or licenses in relation to the offices, fixed and other assets, intangible assets (including but not limited to software) and intellectual property rights of any nature whatsoever; rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, title, interests, other benefits (including Tax benefits), credits (including Tax credits), credit arising from advance Tax, self-assessment Tax, withholding Tax credits, foreign Tax credits, any Tax refunds and credits, minimum alternate Tax credit entitlement, CENVAT credit, goods and service Tax credit, other indirect Tax credits, any Tax incentives, benefits (including claims for carried forward Tax losses and unabsorbed Tax depreciation) advantages, privileges, exemptions, credits, Tax holidays, remission, reductions and any other claims under any Tax laws; subsidies, easements, privileges, liberties and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Amalgamating Company or in connection with or relating to the Amalgamating Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Amalgamating Company;
(ii) All contracts (including but not limited to the agreements with respect to the immovable properties being used by the Amalgamating Company by way of lease and/or license and/or business arrangements), rights, agreements, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, letters of intent, understanding, equipment purchase agreement, agreements with customers, purchase and other agreement with the supplier/manufacturer of goods/service providers, undertakings, deeds, bonds and schemes; entitlements, licenses (including the licenses granted by any Governmental Authority for the purpose of carrying on the business of the Amalgamating Company or in connection therewith), permits, permissions, incentives, approvals (including municipal approvals), allocations, registrations, Tax benefits, subsidies, concessions, grants, credits, awards, exemptions, qualifications, bid acceptances, tenders, certificates, rights, statutory rights, claims, leases, licenses, right to use and/ or access, tenancy rights, liberties, special status and other benefits or privileges; quota rights, engagements, arrangements, authorities, allotments and security arrangements (to the extent provided herein); benefits of any guarantees, reversions, powers and all other approvals, sanctions and consents of every kind, nature and description whatsoever relating to the Amalgamating Company’s business activities and operations and that may be required to carry on the operations of the Amalgamating Company;
(iii) All insurance policies;
(iv) All intellectual property rights, registrations, trademarks, trade names, computer programmes, manuals, data, service marks, copyrights, patents, designs, domain names, applications for trademarks, trade names, service marks, copyrights, designs and domain names and all software, and all the website contents (including text, graphics, images, audio, video and data) exclusively used by or held for use by the Amalgamating Company in the business, activities and operations carried on by the Amalgamating Company;
(v) All books, records, files, papers, engineering and process information, application software, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, lists of present and former borrowers, lenders and suppliers including service providers, other borrower information, customer credit information, customer/supplier pricing information, and all other books and records, whether in physical or electronic form;
(vi) All amounts claimed by the Amalgamating Company whether or not so recorded in the books of account of the Amalgamating Company from any Governmental Authority, under any law, act or rule in force, as refund of any Tax, duty, cess or of any excess payment;
(vii) All rights to any claim not preferred or made by the Amalgamating Company in respect of any refund of Tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Amalgamating Company and any interest thereon, with regard to any law, act or rule or scheme made by the Governmental Authority, and in respect of set-off, carry forward of un-absorbed losses and unabsorbed Tax depreciation, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, incentives, benefits, Tax holidays, credits, etc., under the Income Tax Act, sales Tax, value added Tax, service Tax, custom duties, and goods and service Tax or any other or like benefits under the said acts or under and in accordance with Applicable Law;
(viii) All debts and liabilities, both present and future, whether or not provided in the books of accounts or disclosed in the balance sheet of the Amalgamating Company, including all secured and unsecured debts (whether denominated in Indian rupees or a foreign currency), liabilities (including deferred Tax liabilities, contingent liabilities) of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized for its business activities and operations along with any charge, assurances, deposits, time and demand liabilities, borrowings, bills payable, interest accrued, Tax liabilities, debentures, bonds, notes, duties, leases of the Amalgamating Company, guarantees, sundry creditors, and all other obligations of whatsoever kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized, whether or not contingent or disputed or the subject matter of any court, arbitration, tribunal, forum or other proceedings including before any Governmental Authority. Provided that, any reference in the security documents or arrangements entered into by the Amalgamating Company and under which, the assets of the Amalgamating Company stand offered as a security, for any financial assistance or obligation, the said reference shall be construed as a reference to the assets pertaining to that Undertaking of the Amalgamating Company only as are vested in the Amalgamated Company by virtue of the Scheme and the Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the Amalgamating Company which shall vest in the Amalgamated Company by virtue of the Scheme and the Amalgamated Company shall not be obliged to create any further or additional security thereof after the Effective Date or otherwise;
(ix) All of its staff and employees, who are on its payrolls, including those employed at its offices and branches, including overseas offices, employees/personnel engaged on contract basis and contract labourers and interns/trainees, as are primarily engaged in or in relation to the business, activities and operations carried on by the Amalgamating Company and other obligations of whatsoever kind, including liabilities of the Amalgamating Company with regard to its staff and employees, with respect to the payment of gratuity, superannuation, pension benefits, the provident fund or compensation, if any, and any other employee benefit scheme/plan in the event of resignation, death, voluntary retirement or retrenchment and any other obligations under any licenses and/ or permits; and
(x) All Proceedings whatsoever nature involving the Amalgamating Company.
(mmm) “Warrants” shall have the meaning ascribed to it in Clause 31.1.
| 6. | INTERPRETATION |
6.1 All terms and words used but not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Companies Act, and other Applicable Law, as the case may be or any statutory modification or re-enactment thereof for the time being in force.
6.2 References to any law or legislation or regulation shall include amendment(s), circulars, notifications, clarifications or supplement(s) to, or replacement or amendment of, that law or legislation or regulation.
6.3 References to any of the terms Taxes, duty, levy or cess in the Scheme shall be construed as reference to all of them whether jointly or severally.
6.4 Any reference to any statute or statutory provision shall include:
(a) all subordinate legislations made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated from time to time) and any retrospective amendment; and
(b) such provision as from time to time amended, modified, re-enacted or consolidated (whether before or after the date of this Scheme) to the extent such amendment, modification, re-enactment or consolidation applies or is capable of applying to the transaction entered into under this Scheme and (to the extent liability there under may exist or can arise) shall include any past statutory provision (as amended, modified, re-enacted or consolidated from time to time) which the provision referred to has directly or indirectly replaced.
6.5 Words denoting the singular shall include the plural and words denoting any gender shall include all genders. Words of either gender shall be deemed to include all the other genders.
6.6 Any references in this Scheme to “upon the Scheme becoming effective” or “upon coming into effect of this Scheme” or “upon the Scheme coming into effect” or “coming into effect of the Scheme” or “effectiveness of the Scheme” or “effect of this Scheme” shall be construed to be a reference to the Effective Date.
6.7 Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Scheme and shall be ignored in construing the same.
6.8 Words directly or indirectly mean directly or indirectly through one or more intermediary Persons or through contractual or other legal arrangements, and direct or indirect have the correlative meanings.
6.9 The words “include” and “including” are to be construed without limitation.
6.10 The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words shall refer to this entire Scheme or specified Clauses of this Scheme, as the case may be.
6.11 Any reference to the Recital or Clause shall be a reference the Recital or Clause of this Scheme.
| 7. | DATE OF TAKING EFFECT OF THE SCHEME |
7.1 Part C of the Scheme shall be effective from the Appointed Date 1 but shall be operative from the Effective Date. Subsequently, Part D of the Scheme shall be effective from the Appointed Date 2 and shall be operative from the Effective Date.
7.2 The amalgamation of the Transferor Companies with the Transferee Company, and the amalgamation of the Amalgamating Company with the Amalgamated Company shall be in accordance with Section 2(1B) of the Income Tax Act. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with Section 2(1B) of the Income Tax Act at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provision of the Income Tax Act shall prevail. The Scheme shall then stand modified to the extent deemed necessary to comply with the said provisions. Such modification will however not affect other parts of the Scheme.
| 8. | SHARE CAPITAL |
8.1 Transferor Company 1
(a) The share capital structure of the Transferor Company 1 as on March 31, 2022, was as under:
| Authorized Share Capital |
Amount in Rupees | |||
| 3,30,00,000 equity shares of Rs. 10/- each |
33,00,00,000 | |||
| Total |
33,00,00,000 | |||
| Issued Share Capital |
Amount in Rupees | |||
| 2,66,70,500 equity shares of Rs. 10/- each |
26,67,05,000 | |||
| Total |
26,67,05,000 | |||
| Subscribed and Paid-Up Share Capital |
Amount in Rupees | |||
| 2,66,70,500 equity shares of Rs. 10/- each |
26,67,05,000 | |||
| Total |
26,67,05,000 |
8.2 Transferor Company 2
(a) The share capital structure of the Transferor Company 2 as on March 31, 2022, was as under:
| Authorized Share Capital |
Amount in Rupees | |||
| 5,00,00,000 equity shares of Rs. 10/- each |
50,00,00,000 | |||
| Total |
50,00,00,000 | |||
| Issued Share Capital |
Amount in Rupees | |||
| 18,00,070 equity shares of Rs. 10/- each |
1,80,00,700 | |||
| Total |
1,80,00,700 | |||
| Subscribed and Paid-Up Share Capital |
Amount in Rupees | |||
| 18,00,070 equity shares of Rs. 10/- each |
1,80,00,700 | |||
| Total |
1,80,00,700 |
8.3 Amalgamating Company
(a) The share capital structure of the Amalgamating Company as on March 31, 2022, was as under:
| Authorized Share Capital |
Amount in Rupees | |||
| 228,80,50,000 equity shares of Rs. 2/- each |
457,61,00,000 | |||
| Total |
457,61,00,000 | |||
| Issued Share Capital |
Amount in Rupees | |||
| 181,30,28,276 equity shares of Rs. 2/- each |
362,60,56,552 | |||
| Total |
362,60,56,552 | |||
| Subscribed and Paid-Up Share Capital |
Amount in Rupees | |||
| 181,30,28,276 equity shares of Rs. 2/- each |
362,60,56,552 | |||
| Total |
362,60,56,552 |
(b) The equity shares of the Amalgamating Company are listed on the Stock Exchanges.
(c) The Amalgamating Company has outstanding employee stock options under Amalgamating Company ESOP Plans, the exercise of which may result in an increase in the issued and paid-up share capital of the Amalgamating Company and the ungranted employee stock options, the grant and consequent exercise of which may result in an increase in the issued and paid-up share capital of the Amalgamating Company.
(d) The Amalgamating Company has outstanding warrants, the exercise of which may result in an increase in the issued and paid-up share capital of the Amalgamating Company.
8.4 Amalgamated Company
(a) The share capital structure of the Amalgamated Company as on March 31, 2022, was as under:
| Authorized Share Capital |
Amount in Rupees | |||
| 650,00,00,000 equity shares of Re 1/- each |
650,00,00,000 | |||
| Total |
650,00,00,000 | |||
| Issued Share Capital |
Amount in Rupees | |||
| 554,55,40,976 equity shares of Re 1/- each |
554,55,40,976 | |||
| Total |
554,55,40,976 | |||
| Subscribed and Paid-Up Share Capital |
Amount in Rupees | |||
| 554,55,40,976 equity shares of Re 1/- each |
554,55,40,976 | |||
| Total |
554,55,40,976 |
(b) The equity shares of the Amalgamated Company are listed on the Stock Exchanges.
(c) The Amalgamated Company has outstanding employee stock options under Existing Employees Stock Option Plans, the exercise of which may result in an increase in the issued and paid-up share capital of the Amalgamated Company and the ungranted employee stock options, the grant and consequent exercise of which may result in an increase in the issued and paid-up share capital of the Amalgamated Company.
PART C
AMALGAMATION OF THE TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY
| 9. | TRANSFER AND VESTING OF THE RESPECTIVE ASSETS OF THE TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY |
9.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date 1 and subject to the provisions of the Scheme, each of the Transferor Companies, shall stand amalgamated into the Transferee Company and their respective Undertakings shall, pursuant to the sanction of the Scheme by the Tribunal and pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, be and stand transferred to and vested in and/ or be deemed to have been transferred to and vested in the Transferee Company, as a going concern, in accordance with Section 2(1B) of the Income Tax Act, without any further act, instrument, deed, matter or thing so as to become, as and from the Appointed Date 1, the undertakings of the Transferee Company by virtue of and in the manner provided in this Scheme.
9.2 Without prejudice to the generality of Clause 9.1 above, upon coming into effect of the Scheme and with effect from the Appointed Date 1, and subject to the provisions of this Scheme, all the estate, assets, properties, rights, claims, title, interest and authorities including accretions and appurtenances of the respective Undertakings of the Transferor Companies, of whatsoever nature and wherever situate, whether or not included in the respective books of the Transferor Companies, shall, subject to the provisions of this Clause 9 in relation to the mode of vesting and pursuant to Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, and without any further act, deed, matter or thing, be and stand transferred to and vested in or shall be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date 1, the estates, assets, rights, claims, title, interest and authorities of the Transferee Company, subject to the provisions of this Scheme.
9.3 In respect of such of the assets of the respective Transferor Companies, as are movable in nature or otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery or by vesting and recordal of whatsoever nature, the same shall be so transferred by the respective Transferor Companies, and shall become the property of the Transferee Company with effect from the Appointed Date 1 pursuant to the provisions of Section 230 to 232 of the Companies Act without requiring any deed or instrument of conveyance for the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.
9.4 In respect of such of the assets belonging to the respective Transferor Companies, other than those mentioned in Clause 9.3 above, the same shall, as more particularly provided in Clause 9.2 above, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Transferee Company upon the coming into effect of the Scheme and with effect from the Appointed Date 1 pursuant to the provisions of Section 230 to 232 of the Companies Act.
9.5 Upon the effectiveness of this Scheme, and with effect from the Appointed Date 1, all assets of the respective Transferor Companies that are owned / leased / licensed immovable properties, if any, including any right or interest in the buildings and structures standing thereon and all lease/ license or rent agreements, together with security deposits and advance / prepaid lease/ license fee, rights and easements in relation to such properties shall stand transferred to and be vested in, or be deemed to have been transferred to and vested in the Transferee Company, without any further act or deed, pursuant to the provisions of Part C of this Scheme. Further, the relevant landlords, owners and lessors shall continue to comply with the terms, conditions and covenants under all relevant lease/ license or rent agreements and shall, in accordance with the terms of such agreements, refund the security deposits and advance / prepaid lease / license fee to the Transferee Company. The Transferee Company shall be entitled to exercise all rights and privileges attached to the aforesaid immoveable properties, if any, and shall be liable, as may be required, to pay the ground rent and Taxes and fulfil all obligations in relation to or applicable to such immovable properties. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective and with effect from the Appointed Date 1, be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of this Scheme by the Tribunal and upon the coming into effect of this Scheme in accordance with the terms hereof.
9.6 All estate, assets, rights, titles or interests acquired by the respective Transferor Companies, after the Appointed Date 1 but prior to the Effective Date shall also, without any further act, instrument or deed stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon coming into effect of this Scheme and with effect from the Appointed Date 1 pursuant to the provisions of Sections 230 to 232 of the Companies Act.
9.7 All trademarks, trade names, service marks, copyrights, logos, corporate names, brand names, domain names and all registrations, applications and renewals in connection therewith, and software and all website content (including text, graphics, images, audio, video and data), trade secrets, confidential business information and other proprietary information of the respective Transferor Companies shall stand transferred to and vested in the Transferee Company.
| 10. | TRANSFER AND VESTING OF THE RESPECTIVE LIABILITIES OF THE TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY |
10.1 Upon coming into effect of this Scheme and with effect from the Appointed Date 1, all the liabilities, debts, loans raised and used, duties, losses and obligations of the respective Transferor Companies, whether or not recorded in their respective books of accounts, shall, under the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, without any further act, instrument, deed, matter or thing, stand transferred to and vested in the Transferee Company to the extent they are outstanding on the Effective Date so as to become as and from the Appointed Date 1 the liabilities, debts, loans, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the concerned Transferor Companies, and the Transferee Company shall meet, discharge and satisfy the same and further it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause.
10.2 Upon the Scheme becoming effective and with effect from the Appointed Date 1, all the liabilities, loans, advances and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a liability including contingent liability in whatever form), if any, due on the Effective Date between the respective Transferor Companies and between the respective Transferor Companies and the Transferee Company shall automatically stand discharged and come to an end and there shall be no liability in that behalf on either of the Transferor Companies or the Transferee Company and the appropriate effect shall be given in the books of accounts and records of the Transferee Company.
10.3 All Encumbrances, if any, existing prior to the Effective Date over the assets of the respective Transferor Companies, shall, after the Effective Date, without any further act, instrument or deed, continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date. Provided that if any of the assets of the concerned Transferor Companies, which are being transferred to the Transferee Company pursuant to this Scheme have not been Encumbered as aforesaid, such assets shall remain unencumbered and the existing Encumbrances referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment or approval which may be required by a lender or trustee or third party shall not affect the operation of the above.
10.4 Without prejudice to the provisions of the foregoing Clauses and upon the effectiveness of this Scheme and with effect from the Appointed Date 1, the Transferee Company shall execute any instrument/s and/or document/s and/or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies to give formal effect to the above provisions, if required.
10.5 It is expressly provided that, save as mentioned in this Clause, no other term or condition of the liabilities, loans, duties and obligations transferred to the Transferee Company as part of the Scheme shall be modified by virtue of this Scheme.
10.6 Subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the provisions of this Clause shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document, all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
| 11. | CONTRACTS AND PERMITS |
11.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date 1, and subject to the provisions of the Scheme, all contracts (including but not limited to customer contracts, service contracts and supplier contracts), deeds, bonds, indemnities, agreements, schemes, licenses, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of intent, arrangements and other instruments of whatsoever nature, to which the respective Transferor Companies, are a party or to the benefit of which the respective Transferor Companies, may be eligible or for the obligations of which the respective Transferor Companies, may be liable, and which are subsisting or having effect immediately before the Effective Date, shall continue in full force and effect against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the respective Transferor Companies, the Transferee Company had been a party or beneficiary or obligee or obligor thereto.
11.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Undertakings of the respective Transferor Companies occur by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or tripartite agreements with any party to any contract or arrangement to which the respective Transferor Companies, are a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions of Part C of this Scheme, be deemed to be authorized to execute any such writings on behalf of the respective Transferor Companies and to carry out or perform all such formalities or compliances referred to above on the part of the respective Transferor Companies to be carried out or performed.
11.3 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme and with effect from the Appointed Date 1, and subject to the Applicable Law, all approvals, including municipal approvals, allocations, allotments, consents, authorities (including for the operation of bank accounts), concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorization, statutory rights, pre-qualifications, bid acceptances, tenders, licenses (including the licenses granted by any governmental, statutory or regulatory bodies for the purpose of carrying on their respective business or in connection therewith), permissions and certificates of every kind and description whatsoever in relation to the respective Transferor Companies including powers of attorney given by the respective Transferor Companies, or to the benefit of which the respective Transferor Companies may be eligible/entitled, and which are subsisting or having effect immediately before the Effective Date, shall stand transferred to the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company, and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company. It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this Clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Transferee Company pursuant to the sanction of this Scheme by the Tribunal, and upon this Scheme becoming effective and with effect from the Appointed Date 1, in accordance with the terms hereof. The Transferee Company shall be entitled to make applications to any Governmental Authority as may be necessary in this behalf.
11.4 Upon effectiveness of the Scheme and with effect from the Appointed Date 1, all bank accounts operated or entitled to be operated by the respective Transferor Companies shall be deemed to have transferred and shall stand transferred to the Transferee Company and the names of the respective Transferor Companies shall be substituted by the name of the Transferee Company in the bank’s records. Upon the effectiveness of the Scheme and with effect from the Appointed Date 1, the Transferee Company shall be entitled to operate all bank accounts, realise all monies and complete and enforce all pending contracts and transactions in the name of the respective Transferor Companies to the extent necessary until the transfer of the rights and obligations of the respective Transferor Companies to the Transferee Company under the Scheme is formally accepted and completed by the parties concerned. For avoidance of doubt, it is hereby clarified that all cheques and other negotiable instruments, payment orders received and presented for encashment which are in the name of the respective Transferor Companies after the Effective Date, shall be accepted by the bankers of the Transferee Company and credited to the accounts of the Transferee Company, if presented by the Transferee Company. Similarly, the bankers of the Transferee Company shall honour all cheques issued by the respective Transferor Companies for payment after the Effective Date.
11.5 Upon the effectiveness of this Scheme and with effect from the Appointed Date 1, all letters of intent, requests for proposal, pre-qualifications, bid acceptances, tenders, and other instruments of whatsoever nature to which the concerned Transferor Companies are a party to or to the benefit of which the Transferor Companies may be eligible, shall remain in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obligee thereto. Upon coming into effect of this Scheme and with effect from the Appointed Date 1, the past track record of the respective Transferor Companies shall be deemed to be the track record of the Transferee Company for all purposes, including commercial and regulatory purposes.
11.6 Upon effectiveness of the Scheme and with effect from the Appointed Date 1, all bank accounts operated or entitled to be operated by the respective Transferor Companies shall be deemed to have transferred and shall stand transferred to the Transferee Company and name of the respective Transferor Companies shall be substituted by the name of the Transferee Company in the bank’s records.
11.7 Without prejudice to the other provisions of this Scheme, upon effectiveness of this Scheme and with effect from the Appointed Date 1, all transactions between the respective Transferor Companies and between the respective Transferor Companies and the Transferee Company, that have not been completed, shall stand cancelled.
| 12. | TAXATION MATTERS |
12.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date 1, all Taxes paid, payable, received or receivable by or on behalf of the respective Transferor Companies, including but not limited to all or any refunds, claims or entitlements or credits (including credits for income Tax, withholding Tax, advance Tax, self-assessment Tax, minimum alternate Tax, foreign Tax credits, CENVAT credit, goods and services Tax credits, other indirect Tax credits and other Tax receivables) shall, for all purposes, be treated as the Tax liability, refund, claims, including but not limited to claims under section 43B, section 40 of the Income Tax Act, or credit, as the case may be, of the Transferee Company, and any Tax incentives, benefits (including claims for unabsorbed Tax losses and unabsorbed Tax depreciation), advantages, privileges, elections, exemptions, credits, Tax holidays, benefits of exercise of any option, remissions or reduction which would have been available to the respective Transferor Companies, shall be available to the Transferee Company, and following the Effective Date, the Transferee Company shall be entitled to initiate, raise, add or modify any claims in relation to such Taxes on behalf of the respective Transferor Companies.
12.2 Upon the Scheme becoming effective and with effect from the Appointed Date 1, the Transferee Company is expressly permitted to revise its financial statements and returns along with prescribed forms, filings and annexures under the Income Tax Act, central sales Tax law, applicable state value added Tax law, service Tax laws, excise duty laws, goods and services Tax laws and other Tax laws, and to claim refunds and/or credit for Taxes paid (including, tax deducted at source, wealth tax, etc.) and for matters incidental thereto, if required, to give effect to the provisions of the Scheme.
12.3 All compliances with respect to Taxes or any other Applicable Law between the Appointed Date 1 and the Effective Date, undertaken by the respective Transferor Companies, shall, upon the effectiveness of this Scheme and with effect from the Appointed Date 1, be deemed to have been complied with, by the Transferee Company. Any Taxes deducted by the Transferee Company from payments made to the respective Transferor Companies, shall be deemed to be advance tax paid by the Transferee Company.
| 13. | LEGAL PROCEEDINGS |
13.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date 1, all legal, taxation or other proceedings whether civil or criminal including but not limited to suits, summary suits, indigent petitions, assessments, appeals, or other proceedings of whatever nature (hereinafter called the “Proceedings”), if any, by or against the respective Transferor Companies, pending as on the Effective Date, shall not abate or be discontinued or be in any way prejudicially affected in any way by reason of the Scheme or by anything contained in the Scheme, but the Proceedings shall be continued, prosecuted and enforced, as the case may be, by or against the Transferee Company, in the same manner and to the same extent as they would or might have been continued, prosecuted or enforced by or against the respective Transferor Companies, if the Scheme had not been made. On and from the Effective Date, the Transferee Company may initiate, defend, compromise or otherwise deal with any Proceedings for and on behalf of the respective Transferor Companies. The Transferee Company undertakes to have all the Proceedings specified in this Clause, initiated by or against the respective Transferor Companies, transfer to its name and to have such Proceedings continued, prosecuted and enforced, as the case may be, by or against the Transferee Company, subject to Applicable Law.
| 14. | EMPLOYEES OF THE RESPECTIVE TRANSFEROR COMPANIES |
14.1 With effect from the Effective Date, all the staff and employees, if any, of the respective Transferor Companies, who are in such employment as on the Effective Date, shall become and be deemed to have become, the staff and employees of the Transferee Company, without any break in or interruption of service and on terms and conditions not less favourable than those on which they are engaged by the respective Transferor Companies, as a result of the transfer and vesting of the Undertakings of the Transferor Companies to the Transferee Company. Services of the staff and employees shall be taken into account from the date of their respective appointment with the Transferor Companies, for the purposes of all retirement benefits and all other entitlements for which they may be eligible. For the purpose of payment of any retrenchment compensation or other termination benefits, if any, such past services with the respective Transferor Companies shall also be taken into account by the Transferee Company.
14.2 With regard to provident fund, gratuity, superannuation, leave encashment and any other special scheme or benefits created by the respective Transferor Companies, if any, which exist immediately prior to the Effective Date, the Transferee Company shall stand substituted for the respective Transferor Companies for all purposes whatsoever, upon the coming into effect of this Scheme, including with regard to the obligation to make contributions to relevant authorities, such as the Regional Provident Fund Commissioner or to such other funds maintained by the respective Transferor Companies, in accordance with Applicable Law. It is hereby clarified that upon the coming into effect of this Scheme, such benefits and schemes shall continue to be provided to the transferred employees and the service of all transferred employees of the respective Transferor Companies for such purpose shall be treated as having been continuous.
14.3 It is provided that as far as the provident fund, gratuity fund, pension, superannuation fund or any other special fund created or existing, including any payments towards state insurance, for the benefit of such employees of the respective Transferor Companies are concerned, upon the Scheme becoming effective and with effect from the Appointed Date 1, each of the Transferor Companies shall stand substituted by the Transferee Company for all purposes whatsoever relating to the administration or operation of such funds or trusts or in relation to the obligation to make contribution to the said funds or trusts in accordance with the provisions of such funds or trusts as provided in the respective trust deeds or other documents. Upon the Scheme becoming effective and with effect from the Appointed Date 1, the contributions made by the respective Transferor Companies to the said funds and trusts for the period after the Appointed Date 1 shall be deemed to be made by the Transferee Company. It is the aim and the intent of the Scheme that all the rights, duties, powers and obligations of the respective Transferor Companies, in relation to such funds or trusts shall become those of the Transferee Company. The trustees including the Boards of the respective Transferor Companies and the Transferee Company or through any committee / person duly authorized by the Boards in this regard shall be entitled to adopt such course of action in this regard as may be advised provided however that there shall be no discontinuation or breakage in the services of the employees.
| 15. | CONSIDERATION |
15.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date 1, and in consideration of the transfer of and vesting of the Undertakings of the Transferor Companies in the Transferee Company, in terms of the Scheme, all the equity shares issued by the respective Transferor Companies and held by the Transferee Company and its nominees shall stand cancelled and extinguished and in lieu thereof, there shall be no allotment of equity shares in the Transferee Company or payment of any consideration.
| 16. | ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY |
16.1 Notwithstanding anything to the contrary herein, the Transferee Company shall account for the amalgamation of the each of the Transferor Companies with the Transferee Company, on completion of all substantial conditions for the transfer, in accordance with “Pooling of Interests Method” laid down in Appendix C of Ind AS-103 (Business Combinations of entities under common control) notified under Section 133 of the Companies Act, under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time, such that:
16.1.1 The Transferee Company shall record the assets, liabilities and reserves, if any, of the respective Transferor Companies vested in it pursuant to this Scheme, at the respective book values and in the same form as appearing in the books of the respective Transferor Companies.
16.1.2 Pursuant to the amalgamation of the respective Transferor Companies with the Transferee Company, the inter-company balances between the Transferee Company and the respective Transferor Companies, if any, appearing in the books of the Transferee Company and the value of all investments held by the Transferee Company in each of the Transferor Companies shall stand cancelled.
16.1.3 The surplus/deficit, if any arising after taking the effect of clause 16.1.1 and after giving the effect of the adjustments referred to in clause 16.1.2, shall be transferred to the “Capital Reserve” in the financial statements of the Transferee Company and shall be presented separately from other capital reserves with disclosure of its nature and purpose in the notes.
16.1.4 In case of any difference in the accounting policy between the respective Transferor Companies and the Transferee Company, the accounting policies followed by the Transferee Company will prevail to ensure that the financial statements reflect the financial position based on consistent accounting policies.
16.1.5 Comparative financial information in the financial statements of the Transferee Company shall be restated for the accounting impact of amalgamation, as stated above, as if the amalgamation had occurred from the beginning of the comparative period.
16.1.6 Any matter not dealt with in the Clause hereinabove shall be dealt with in accordance with the accounting standards applicable to the Transferee Company.
| 17. | CONDUCT OF BUSINESS UNTIL THE EFFECTIVE DATE |
17.1 From the date on which the Boards of the respective Transferor Companies and the Transferee Company approve the Scheme, each of the Transferor Companies shall carry on their respective businesses with reasonable diligence and business prudence in the ordinary course consistent with past practice, in accordance with Applicable Law and as mutually agreed between the Transferor Companies and the Transferee Company. Notwithstanding anything contained in the Scheme to the contrary, each of the respective Transferor Companies and the Transferee Company shall be able to raise capital from the date on which the Boards of the Transferor Companies and the Transferee Company approve the Scheme, as it may deem fit.
| 18. | DISSOLUTION OF THE TRANSFEROR COMPANIES |
18.1 Upon the coming into effect of Part C of this Scheme and with effect from the Appointed Date 1, each of the Transferor Companies shall stand dissolved without being wound up, without any further act or deed.
| 19. | REORGANIZATION OF THE AUTHORIZED SHARE CAPITAL OF THE RESPECTIVE TRANSFEROR COMPANIES |
19.1 Upon Part C of the Scheme becoming effective and with effect from the Appointed Date 1, and as an integral part of the Scheme, the authorized share capital of each of the Transferor Companies shall be reclassified/reorganized such that each equity share of Rs. 10/- (Rupees Ten only) of the respective Transferor Companies shall stand reclassified/reorganized as 5 (five) equity shares of Rs. 2/- (Rupees Two only) each.
19.2 It is clarified that the approval of the respective equity shareholders of the Transferor Companies to this Scheme shall be deemed to be their consent/approval to the reclassification of the authorized share capital envisaged under this Clause of the Scheme, as required under Sections 13, 61 and other applicable provisions of the Companies Act.
| 20. | CONSOLIDATION OF THE RESPECTIVE AUTHORIZED SHARE CAPITAL OF THE TRANSFEROR COMPANIES WITH THE AUTHORIZED SHARE CAPITAL OF THE TRANSFEREE COMPANY |
20.1 Upon Part C of the Scheme becoming effective and with effect from the Appointed Date 1, and pursuant to the reclassification and reorganization of the resultant authorized share capital of the respective Transferor Companies as set out in Clause 19 above, the resultant authorized share capital of each of the Transferor Companies shall stand transferred to and be amalgamated/combined with the authorized share capital of the Transferee Company. The fees or stamp duty, if any, paid by each of the Transferor Companies on their respective authorized share capitals shall be deemed to have been so paid by the Transferee Company on the combined authorized share capital, and the Transferee Company shall not be required to pay any fee/ stamp duty for the increase of the authorized share capital. The authorized share capital of the Transferee Company will automatically stand increased to that effect by simply filing the requisite forms with the Registrar of Companies and no separate procedure or instrument or deed shall be required to be followed under the Companies Act.
Clause V. of the memorandum of association of the Transferee Company shall, upon the Scheme becoming effective, and without any further act, instrument or deed, be replaced by the following clause:
“V. The Authorised Share Capital of the Corporation is Rs. 540,61,00,000/- (Rupees Five Hundred Forty Crores and Sixty One Lacs Only) comprising of 270,30,50,000 equity shares of the face value of Rs. 2/- (Rupees Two only) each.”
20.2 For the avoidance of doubt, it is hereby clarified that if the authorized share capital of the respective Transferor Companies or the Transferee Company undergoes any change, either as a consequence of any corporate action or otherwise, then, this Clause 20 shall automatically stand modified to take into account the effect of such change.
20.3 The approval of this Scheme by the equity shareholders of the Transferee Company under Sections 230 to 232 of the Companies Act, shall be deemed to have been an approval under Section 13, Section 61 and Section 64 or any other applicable provisions under the Companies Act and no further resolution(s) would be required to be separately passed in this regard.
PART D
AMALGAMATION OF THE AMALGAMATING COMPANY WITH THE AMALGAMATED COMPANY
| 21. | TRANSFER AND VESTING OF THE ASSETS OF THE AMALGAMATING COMPANY WITH THE AMALGAMATED COMPANY |
21.1 Upon the coming into effect of the Scheme and with effect from the Appointed Date 2 and subject to the provisions of the Scheme, the Amalgamating Company, shall (after Part C of the Scheme has come into effect), stand amalgamated into the Amalgamated Company and the Undertaking of the Amalgamating Company shall, pursuant to the sanction of the Scheme by the Tribunal and pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, be and stand transferred to and vested in and/ or be deemed to have been transferred to and vested in the Amalgamated Company, as a going concern, in accordance with Section 2(1B) of the Income Tax Act, without any further act, instrument, deed, matter or thing so as to become as and from the Appointed Date 2, the undertaking of the Amalgamated Company by virtue of and in the manner provided in this Scheme.
21.2 Without prejudice to the generality of Clause 21.1 above, upon the coming into effect of the Scheme and with effect from the Appointed Date 2 (after Part C of the Scheme has come into effect), and subject to the provisions of this Scheme, all the estate, assets, properties, rights, claims, title, interest and authorities including accretions and appurtenances of the Undertaking of the Amalgamating Company, of whatsoever nature and wherever situate, whether or not included in the books of the Amalgamating Company shall, subject to the provisions of this Clause 21 in relation to the mode of vesting and pursuant to Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, and without any further act, deed, matter or thing, be and stand transferred to and vested in or shall be deemed to have been transferred to and vested in the Amalgamated Company as a going concern so as to become as and from the Appointed Date 2, the estates, assets, rights, claims, title, interest and authorities of the Amalgamated Company, subject to the provisions of this Scheme.
21.3 In respect of such of the assets of the Amalgamating Company as are movable in nature or otherwise capable of transfer by physical or constructive delivery or by endorsement and delivery or by vesting and recordal of whatsoever nature, the same shall be so transferred by the Amalgamating Company, and shall become the property of the Amalgamated Company with effect from the Appointed Date 2 pursuant to the provisions of Section 230 to 232 of the Companies Act without requiring any deed or instrument of conveyance for the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.
21.4 In respect of such of the assets belonging to the Amalgamating Company other than those mentioned in Clause 21.3 above, the same shall, as more particularly provided in Clause 21.2 above, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Amalgamated Company upon the coming into effect of the Scheme and with effect from the Appointed Date 2 pursuant to the provisions of Section 230 to 232 of the Companies Act.
21.5 Upon the effectiveness of this Scheme, and with effect from the Appointed Date 2, all assets of the Amalgamating Company that are owned / leased / licensed immovable properties, including any right or interest in the buildings and structures standing thereon and all lease/ license or rent agreements, together with security deposits and advance / prepaid lease/ license fee, rights and easements in relation to such properties shall stand transferred to and be vested in, or be deemed to have been transferred to and vested in the Amalgamated Company, without any further act or deed, pursuant to the provisions of Part D of this Scheme. Further, relevant landlords, owners and lessors shall continue to comply with the terms, conditions and covenants under all relevant lease/ license or rent agreements and shall, in accordance with the terms of such agreements, refund the security deposits and advance / prepaid lease / license fee to the Amalgamated Company. The Amalgamated Company shall be entitled to exercise all rights and privileges attached to the aforesaid immoveable properties and shall be liable, as may be required, to pay the ground rent and Taxes and fulfil all obligations in relation to or applicable to such immovable properties. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective and with effect from the Appointed Date 2, be made and duly recorded in the name of the Amalgamated Company by the appropriate authorities pursuant to the sanction of this Scheme by the Tribunal and upon the coming into effect of this Scheme in accordance with the terms hereof.
21.6 All the security interest over any moveable and/or immoveable properties and security in any other form (both present and future) including but not limited to any pledges, or guarantees, if any, created/executed by any person in favour of the Amalgamating Company or any other person acting on behalf of or for the benefit of the Amalgamating Company for securing the obligations of the persons to whom the Amalgamating Company has advanced loans and granted other funded and non-funded financial assistance, by way of letter of comfort or through other similar instruments shall without any further act, instrument or deed stand vested in and be deemed to be in favour of the Amalgamated Company and the benefit of such security shall be available to the Amalgamated Company as if such security was ab initio created in favour of the Amalgamated Company. The mutation or substitution of the charge in relation to the movable and immovable properties of the Amalgamating Company shall, upon this Scheme becoming effective and with effect from the Appointed Date 2, be made and duly recorded in the name of the Amalgamated Company by the appropriate authorities and third parties (including any depository participants) pursuant to the sanction of this Scheme by the Tribunal and upon the Scheme becoming effective in accordance with the terms hereof.
21.7 All trademarks, trade names, service marks, copyrights, logos, corporate names, brand names, domain names and all registrations, applications and renewals in connection therewith, and software and all website content (including text, graphics, images, audio, video and data), trade secrets, confidential business information and other proprietary information of the Amalgamating Company shall stand transferred to and vested in the Amalgamated Company.
| 22. | TRANSFER AND VESTING OF THE LIABILITIES OF THE AMALGAMATING COMPANY WITH THE AMALGAMATED COMPANY |
22.1 Upon coming into effect of this Scheme and with effect from the Appointed Date 2, all the liabilities, contingent liabilities, debts, loans raised and used, duties, losses and obligations of the Amalgamating Company, whether or not recorded in its books of accounts or disclosed in the balance sheet of the Amalgamating Company, shall, under the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, without any further act, instrument, deed, matter or thing, stand transferred to and vested in the Amalgamated Company to the extent they are outstanding on the Effective Date so as to become as and from the Appointed Date 2 the liabilities, debts, loans, duties and obligations of the Amalgamated Company on the same terms and conditions as were applicable to the Amalgamating Company and the Amalgamated Company shall meet, discharge and satisfy the same and further it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause.
22.2 Without prejudice to the foregoing provisions of Clause 22.1 above, upon this Scheme becoming effective and with effect from the Appointed Date 2, all debentures, bonds, notes or other securities of the Amalgamating Company whether convertible into equity or otherwise or whether rupee denominated or otherwise (which are outstanding as on the Effective Date), shall, without any further act, instrument or deed become the securities of the Amalgamated Company and all rights, powers, duties and obligations in relation thereto shall be and shall stand transferred to and vested in or deemed to be transferred to and vested in and shall be exercised by or against the Amalgamated Company as if it were the Amalgamating Company. If the securities issued by the Amalgamating Company, including but not limited to debentures and bonds, are listed on any stock exchange, the same shall upon issuance/endorsement by the Amalgamated Company in terms of this Scheme, subject to applicable regulations and prior approval requirements, if any, be listed and/or admitted to trading on the relevant stock exchange(s) whether in India or abroad, where the securities were listed and/or admitted to trading on the same terms and conditions unless otherwise modified in accordance with the provisions hereof. In addition, the Board of the Amalgamated Company, shall be authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to list the various debentures, bonds and infrastructure bonds on the relevant exchanges. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause. Upon the effectiveness of the Scheme and with effect from the Appointed Date 2, the transfer of the debentures and bonds shall be binding on the holders of the debentures and bonds, relevant stock exchanges, bankers, debenture trustees, depositories, custodians and registrar and transfer agents. The Amalgamated Company may execute such further documents and take such further actions as may be deemed necessary or appropriate to give effect to the provisions of this Scheme.
22.3 Upon the Scheme becoming effective and with effect from the Appointed Date 2, all the liabilities, loans, advances and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a liability including contingent liability in whatever form), if any, between the Amalgamating Company and the Amalgamated Company shall automatically stand discharged and come to an end and there shall be no liability in that behalf on either the Amalgamating Company or the Amalgamated Company and the appropriate effect shall be given in the books of accounts and records of the Amalgamated Company.
22.4 All Encumbrances, if any, existing prior to the Effective Date over the assets of the Amalgamating Company shall, after the Effective Date, without any further act, instrument or deed, continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date. Provided that if any of the assets of the Amalgamating Company which are being transferred to the Amalgamated Company pursuant to this Scheme have not been Encumbered as aforesaid, such assets shall remain unencumbered and the existing Encumbrances referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment or approval which may be required by a lender or trustee or third party shall not affect the operation of the above. Notwithstanding anything contained to the contrary in this Scheme, any Encumbrance existing prior to the Effective Date, which may have been created on the assets of the Amalgamating Company (being a housing finance company) in relation to the deposits and/ or any other liabilities of the Amalgamating Company: (a) pursuant to regulatory/ statutory requirements that are applicable to housing finance companies under the Applicable Law; or (b) by way of contract, shall, after the Effective Date, without any further act, instrument or deed be automatically released and/or terminated as relevant, and such deposits and other liabilities shall become unsecured, if such Encumbrance is either not required or not permitted under the regulatory/ statutory requirements applicable to the Amalgamated Company (being a banking company) under the Applicable Law.
22.5 Without prejudice to the provisions of the foregoing Clauses and upon the effectiveness of this Scheme, the Amalgamated Company shall execute any instrument/s and/or document/s and/or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies to give formal effect to the above provisions, if required.
22.6 It is expressly provided that, save as mentioned in this Clause, no other term or condition of the liabilities, loans, duties and obligations transferred to the Amalgamated Company as part of the Scheme shall be modified by virtue of this Scheme.
22.7 Subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the provisions of this Clause shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document, all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
22.8 Upon the coming into effect of the Scheme and with effect from the Appointed Date 2, all the deposit holders of the Amalgamating Company shall become the fixed deposit holders of the Amalgamated Company.
| 23. | CONTRACTS AND PERMITS |
23.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date 2, and subject to the provisions of the Scheme all contracts (including but not limited to customer contracts, service contracts and supplier contracts), deeds, bonds, indemnities, agreements, schemes, licenses, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of intent, arrangements and other instruments of whatsoever nature, to which the Amalgamating Company is a party or to the benefit of which the Amalgamating Company may be eligible or for the obligations of which the Amalgamating Company may be liable, and which are subsisting or having effect immediately before the Effective Date, shall continue in full force and effect against or in favour, as the case may be, of the Amalgamated Company and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company had been a party or beneficiary or obligee or obligor thereto.
23.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Undertaking of the Amalgamating Company occurs by virtue of this Scheme itself, the Amalgamated Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or tripartite agreements with any party to any contract or arrangement to which the Amalgamating Company is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Amalgamated Company shall, under the provisions of Part D of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Amalgamating Company and to carry out or perform all such formalities or compliances referred to above on the part of the Amalgamating Company to be carried out or performed.
23.3 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme and with effect from the Appointed Date 2 and subject to Applicable Law, all approvals, including municipal approvals, allocations, allotments, consents, authorities (including for operation of bank accounts), concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorizations, powers, statutory rights, pre-qualifications, bid acceptances, tenders, licenses (including the licenses granted by any governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), permissions and certificates of every kind and description whatsoever in relation to the Amalgamating Company including powers of attorney given by the Amalgamating Company, or to the benefit of which the Amalgamating Company may be eligible/entitled, and which are subsisting or having effect immediately before the Effective Date, shall stand transferred to the Amalgamated Company as if the same were originally given by, issued to or executed in favour of the Amalgamated Company, and the Amalgamated Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Amalgamated Company. It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this Clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Amalgamated Company pursuant to the sanction of this Scheme by the Tribunal, and upon this Scheme becoming effective in accordance with the terms hereof. The Amalgamated Company shall be entitled to make applications to any Governmental Authority as may be necessary in this behalf.
23.4 Upon the effectiveness of the Scheme, the Amalgamated Company shall be entitled to operate all bank accounts, realise all monies and complete and enforce all pending contracts and transactions in the name of the Amalgamating Company to the extent necessary until the transfer of the rights and obligations of the Amalgamating Company to the Amalgamated Company under the Scheme is formally accepted and completed by the parties concerned. For avoidance of doubt, it is hereby clarified that all cheques and other negotiable instruments, payment orders received and presented for encashment which are in the name of the Amalgamating Company, after the Effective Date, shall be accepted by the bankers of the Amalgamated Company and credited to the accounts of the Amalgamated Company, if presented by the Amalgamated Company. Similarly, the bankers of the Amalgamated Company shall honour all cheques issued by the Amalgamating Company for payment after the Effective Date.
23.5 Upon effectiveness of this Scheme and with effect from the Appointed Date 2, all letters of intent, requests for proposal, pre-qualifications, bid acceptances, tenders, and other instruments of whatsoever nature to which the Amalgamating Company is a party to or to the benefit of which the Amalgamating Company may be eligible, shall remain in full force and effect against or in favour of the Amalgamated Company and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company had been a party or beneficiary or obligee thereto. Upon coming into effect of this Scheme and with effect from the Appointed Date 2, the past track record of the Amalgamating Company shall be deemed to be the track record of the Amalgamated Company for all purposes, including commercial and regulatory purposes.
23.6 Upon effectiveness of the Scheme and with effect from the Appointed Date 2, all bank accounts operated or entitled to be operated by the Amalgamating Company shall be deemed to have transferred and shall stand transferred to the Amalgamated Company and name of the Amalgamating Company shall be substituted by the name of the Amalgamated Company in the bank’s records.
23.7 In relation to the borrowers of the Amalgamating Company as existing on or prior to the Effective Date, the Amalgamated Company shall have the right to change, on or any time after the Effective Date, the rate of interest including benchmark and/or spread thereof, such that the same are aligned to the benchmark rate and spread that the Amalgamated Company uses or may be required to use as per the Applicable Law.
23.8 Without prejudice to the other provisions of this Scheme, upon effectiveness of the Scheme and with effect from the Appointed Date 2, all transactions between the Amalgamating Company and the Amalgamated Company, that have not been completed, shall stand cancelled.
| 24. | TAXATION MATTERS |
24.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date 2, all Taxes paid, payable, received or receivable by or on behalf of the Amalgamating Company, including but not limited to all or any refunds, claims or entitlements or credits (including credits for income Tax, withholding Tax, advance Tax, self-assessment Tax, minimum alternate Tax, foreign Tax credits, CENVAT credit, goods and services Tax credits, other indirect Tax credits and other tax receivables) shall, for all purposes, be treated as the Tax, liability, refund, claims, including but not limited to claims under section 43B, section 40 of the Income Tax Act, or credit, as the case may be, of the Amalgamated Company, and any Tax incentives, benefits (including claims for unabsorbed Tax losses and unabsorbed Tax depreciation), advantages, privileges, elections, exemptions, credits, Tax holidays, benefits of exercise of any option, remissions or reduction which would have been available to the Amalgamating Company, shall be available to the Amalgamated Company, and following the Effective Date, the Amalgamated Company shall be entitled to initiate, raise, add or modify any claims in relation to such taxes on behalf of the Amalgamating Company.
24.2 Upon the Scheme becoming effective and with effect from the Appointed Date 2, the Amalgamated Company is expressly permitted to revise its financial statements and returns along with prescribed forms, filings and annexures under the Income Tax Act, central sales Tax law, applicable state value added Tax law, service Tax laws, excise duty laws, goods and services Tax laws, and other Tax laws, and to claim refunds and/or credit for Taxes paid (including, tax deducted at source, wealth tax, etc.) and for matters incidental thereto, if required, to give effect to the provisions of the Scheme.
24.3 All compliances with respect to Taxes or any other Applicable Laws undertaken by the Amalgamating Company, prior to the Effective Date but pertaining to the period after the Effective Date, shall be deemed to have been complied with, by the Amalgamated Company. Any Taxes deducted by the Amalgamated Company from payments made to the Amalgamating Company shall be deemed to be advance tax paid by the Amalgamated Company.
| 25. | LEGAL PROCEEDINGS |
25.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date 2, in accordance with Applicable Law, all the Proceedings by or against the Amalgamating Company pending as on the Effective Date, shall not abate or be discontinued or be in any way prejudicially affected in any way by reason of the Scheme or by anything contained in the Scheme, but the Proceedings shall be continued, prosecuted and enforced, as the case may be, by or against the Amalgamated Company in the same manner and to the same extent as they would or might have been continued, prosecuted or enforced by or against the Amalgamating Company, if the Scheme had not been made. On and from the Effective Date, the Amalgamated Company may initiate, defend, compromise or otherwise deal with any Proceedings for and on behalf of the Amalgamating Company. The Amalgamated Company undertakes to have all the Proceedings specified in this Clause, initiated by or against the Amalgamating Company, transfer to its name and to have such Proceedings continued, prosecuted and enforced, as the case may be, by or against the Amalgamated Company, subject to Applicable Law.
| 26. | EMPLOYEES OF THE AMALGAMATING COMPANY |
26.1 With effect from the Effective Date, all the staff and employees of the Amalgamating Company, who are in such employment as on the Effective Date, shall, become and be deemed to have become, the staff and employees of the Amalgamated Company, without any break in or interruption of in service and on terms and conditions not less favourable than those on which they were engaged by the Amalgamating Company, as a result of the transfer and vesting of the Undertaking of the Amalgamating Company. Services of the staff and employees shall be taken into account from the date of their respective appointment with the Amalgamating Company for the purposes of all retirement benefits and all other entitlements for which they may be eligible. For the purpose of payment of any retrenchment compensation or other termination benefits, if any, such past services with the Amalgamating Company shall also be taken into account by the Amalgamated Company.
26.2 With regard to provident fund, gratuity, superannuation and any other similar scheme for employees created by the Amalgamating Company, which exist immediately prior to the Effective Date, the Amalgamating Company shall stand substituted by the Amalgamated Company for all purposes whatsoever, upon the coming into effect of this Scheme, including with regard to the obligation to make contributions to relevant authorities, such as the Regional Provident Fund Commissioner or to such other funds maintained by the Amalgamating Company, in accordance with Applicable Law, basis continuity of service.
26.3 It is provided that as far as the provident fund, gratuity fund, pension, superannuation fund or any other special fund created or existing, including any payments towards state insurance, for the benefit of such employees of the Amalgamating Company are concerned, upon the Scheme becoming effective, the Amalgamating Company shall stand substituted by the Amalgamated Company for all purposes whatsoever relating to the administration or operation of such funds or trusts or in relation to the obligation to make contribution to the said funds or trusts in accordance with the provisions of such funds or trusts as provided in the respective trust deeds or other documents. It is the aim and the intent of the Scheme that all the rights, duties, powers and obligations of the Amalgamating Company in relation to such funds or trusts shall become those of the Amalgamated Company. The trustees including the Boards of the Amalgamating Company and the Amalgamated Company or through any committee / person duly authorized by the Boards in this regard shall be entitled to adopt such course of action in this regard as may be advised provided however that there shall be no discontinuation or breakage in the services of the employees.
| 27. | CONSIDERATION |
27.1 Upon the coming into effect of the Scheme and with effect from the Appointed Date 2, and in consideration of the transfer and vesting of the Undertaking of the Amalgamating Company in the Amalgamated Company pursuant to Part D of this Scheme (after coming into effect of Part C of the Scheme, i.e. after transfer and vesting of the Undertakings of the Transferor Companies with the Transferee Company), the Amalgamated Company shall, without any further application, act or deed, issue and allot to the equity shareholders of the Amalgamating Company whose names are recorded in the register of members as a member of the Amalgamating Company on the Record Date (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of the Amalgamated Company) 42 (forty two) Amalgamated Company Shares, credited as fully paid-up, for every 25 (twenty five) equity shares of the face value of Rs. 2/- (Rupees Two only) each fully paid-up held by such member in the Amalgamating Company (“Share Exchange Ratio”). The Amalgamated Company Shares to be issued by the Amalgamated Company to the shareholders of Amalgamating Company in accordance with this Clause 27.1 shall be hereinafter referred to as “New Equity Shares”.
27.2 In the event of there being any pending share transfers, whether lodged or outstanding, of any equity shareholder of the Amalgamating Company, the Board of the Amalgamated Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, as the case may be, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transfer of the shares in the Amalgamating Company and in relation to the shares issued by the Amalgamated Company, after the effectiveness of the Scheme. The Board of the Amalgamated Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new shareholders in the Amalgamated Company on account of difficulties faced in the transition period.
27.3 Where New Equity Shares of the Amalgamated Company are to be allotted to heirs, executors or administrators, as the case may be, to successors of deceased equity shareholders or legal representatives of the equity shareholders of the Amalgamating Company, the concerned heirs, executors, administrators, successors or legal representatives shall be obliged to produce evidence of title satisfactory to the Board of the Amalgamated Company.
27.4 The New Equity Shares of the Amalgamated Company allotted and issued in terms of Clause 27.1 above, shall be listed and/ or admitted to trading on the Stock Exchanges, where the equity shares of the Amalgamated Company are listed and/ or admitted to trading as on the Effective Date. The New Equity Shares of the Amalgamated Company shall, however, be listed subject to the Amalgamated Company obtaining the requisite approvals from all the relevant Governmental Authorities pertaining to the listing of the New Equity Shares of the Amalgamated Company. The Amalgamated Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the Stock Exchanges.
27.5 Upon the Scheme becoming effective and upon the New Equity Shares of the Amalgamated Company being allotted and issued by it to the shareholders of the Amalgamating Company whose names appear on the register of members as a member of the Amalgamating Company on the Record Date or whose names appear as the beneficial owners of the equity shares of the Amalgamating Company in the records of the depositories/ register of members, as the case may be, as on the Record Date, the equity shares of the Amalgamating Company, both in electronic form and in the physical form, shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date.
27.6 The New Equity Shares of the Amalgamated Company to be allotted and issued to the shareholders of the Amalgamating Company as provided in Clause 27.1 above shall be subject to the provisions of the memorandum and articles of association of the Amalgamated Company and shall rank pari-passu in all respects with the Amalgamated Company Shares after the Effective Date including in respect of dividend, if any, that may be declared by the Amalgamated Company on or after the Effective Date.
27.7 The issue and allotment of the New Equity Shares by the Amalgamated Company to the equity shareholders of the Amalgamating Company as provided in the Scheme, is an integral part thereof and shall be deemed to have been carried out without requiring any further act on the part of the Amalgamated Company or its shareholders and as if the procedure laid down under Section 62 or any other applicable provisions of the Companies Act, as may be applicable, and such other statues and regulations as may be applicable were duly complied with.
27.8 For the purposes of allotment of the New Equity Shares, pursuant to this Scheme, in case any Amalgamating Company’s shareholder becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of the New Equity Shares by the Amalgamated Company in accordance with Clause 27.1 above, the Amalgamated Company shall not issue fractional shares to such shareholder and shall consolidate all such fractional entitlements and round up the aggregate of such fractions to the next whole number and shall, without any further application, act, instrument or deed, issue and allot such consolidated equity shares directly to an individual trust or a board of trustees or a corporate trustee nominated by the Amalgamated Company (“Trustee”), who shall hold such New Equity Shares with all additions or accretions thereto in trust for the benefit of the respective shareholders, to whom they belong and their respective heirs, executors, administrators or successors for the specific purpose of selling such equity shares in the market at such price or prices at any time within a period of 90 (ninety) days from the date of allotment, and on such sale, distribute the net sale proceeds (after deduction of the expenses incurred and applicable income Tax) to the respective shareholders in the same proportion of their fractional entitlements. Any fractional entitlements from such net proceeds shall be rounded off to the next Rupee. It is clarified that any such distribution shall take place only on the sale of all the fractional shares of the Amalgamated Company by the Trustee pertaining to the fractional entitlements.
27.9 Unless otherwise notified in writing on or before such date as may be determined by the Board of the Amalgamated Company or a committee thereof, the New Equity Shares issued to the equity shareholders of the Amalgamating Company by the Amalgamated Company shall be issued in dematerialized form by the Amalgamated Company, provided that the details of the depository accounts of the members of the Amalgamating Company are made available to the Amalgamated Company by the Amalgamating Company at least 2 (Two) working days prior to the Effective Date. In case of equity shareholders for whom such details are not available with the Amalgamated Company and in case of the equity shareholders of the Amalgamating Company who hold equity shares in physical form, the Amalgamated Company shall deal with the issuance of the relevant New Equity Shares in such manner as may be permissible under the Applicable Law, including by way of issuing the said New Equity Shares in dematerialised form to a demat account held by a trustee nominated by the Board of the Amalgamated Company or into an escrow account opened by the Amalgamated Company or an escrow agent nominated by it, with a depository, as determined by the Board of the Amalgamated Company, where such New Equity Shares of the Amalgamated Company shall be held on for the benefit of such shareholders (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title) of the Amalgamated Company. The New Equity Shares so held in such trustee’s account or escrow account, as the case may be, shall be transferred to the respective shareholders once such shareholder provides details of his/ her/ its demat account to the Amalgamated Company, along with such documents as may be required by the Amalgamated Company. The respective shareholders shall have all the rights of the shareholders of the Amalgamated Company, including the right to receive dividend, voting rights and other corporate benefits, pending such transfer of the said New Equity shares from the said trustee’s account or the escrow account, as the case may be. All costs and expenses incurred in this respect shall be borne by Amalgamated Company.
27.10 The New Equity Shares to be issued by the Amalgamated Company pursuant to Clause 27.1 above in respect of such equity shares of the Amalgamating Company as are subject to lock-in pursuant to Applicable Law, if applicable, shall remain locked-in as required under the Applicable Law.
27.11 The New Equity Shares to be issued by the Amalgamated Company pursuant to Clause 27.1 above in respect of such equity shares of the Amalgamating Company, the allotment or transfer of which is held in abeyance under the Applicable Law shall, pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Amalgamated Company.
27.12 The Amalgamated Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the concerned Stock Exchanges.
27.13 The New Equity Shares allotted pursuant to the Scheme shall remain frozen in the depositories system until listing/trading permission is given by the Stock Exchanges, as the case may be.
27.14 In the event, the Amalgamating Company or the Amalgamated Company restructures their equity share capital by way of share split / consolidation / issue of bonus shares during the pendency of the Scheme, the Share Exchange Ratio, per Clause 27.1 above shall be adjusted accordingly, to consider the effect of any such corporate actions.
| 28. | CANCELLATION OF THE EQUITY SHARES HELD BY THE AMALGAMATING COMPANY IN THE AMALGAMATED COMPANY |
28.1 Simultaneous with the issuance of the New Equity Shares, in accordance with Clause 27 of this Scheme, the existing issued and paid-up equity share capital of the Amalgamated Company, as held by the Amalgamating Company, shall, without any further application, act, instrument or deed, be automatically cancelled.
28.2 The cancellation of the equity share capital held by the Amalgamating Company (including shares vested pursuant to Part C of the Scheme), in the Amalgamated Company, in accordance with Clause 28.1 of this Scheme, shall be effected as a part of this Scheme itself and not under a separate procedure, in terms of Section 66 of the Companies Act and the order of the Tribunal sanctioning this Scheme shall be deemed to be an order under Section 66 of the Companies Act, or any other applicable provisions, confirming the reduction. The consent of the shareholders of Amalgamated Company to this Scheme shall be deemed to be the consent of its shareholders for the purpose of effecting the reduction under the provisions of Section 66 of the Companies Act as well and no further compliances would be separately required.
| 29. | ACCOUNTING TREATMENT IN THE BOOKS OF THE AMALGAMATED COMPANY |
29.1 The Amalgamated Company, shall, upon this Scheme becoming effective and with effect from the Appointed Date 2, record the assets and liabilities of the Amalgamating Company as vested in the Amalgamated Company pursuant to this Scheme in accordance with the accounting standards notified under Section 133 of the Companies Act and the rules thereto, as amended from time to time, as applicable on the Effective Date.
29.2 Presently, the Amalgamated Company is required to follow IGAAP and accordingly the amalgamation of the Amalgamating Company with the Amalgamated Company shall be accounted using the “Pooling of Interests” method prescribed in AS-14, “Accounting for Amalgamations”.
29.3 In case the applicable accounting treatment for the amalgamation of the Amalgamating Company with the Amalgamated Company changes prior to the Scheme becoming effective, the Amalgamated Company shall give effect to such accounting treatment as applicable on the date of this Scheme becoming effective.
29.4 In case of any difference in accounting policies/framework between the Amalgamating Company and the Amalgamated Company, the accounting policies/framework followed by the Amalgamated Company shall prevail to ensure that the financial statements reflect the financial position based on uniform accounting policies/framework.
| 30. | EMPLOYEE STOCK OPTION PLAN |
30.1 In respect of stock options granted by the Amalgamating Company under the Amalgamating Company ESOP Plans, upon the effectiveness of the Scheme, the Amalgamated Company shall issue stock options to the Eligible Employees taking into account the Share Exchange Ratio and on the terms and conditions as are existing and are in force under the Amalgamating Company ESOP Plans, and which are no less favourable than those provided under the Amalgamating Company ESOP Plans, however, subject to Applicable Law. Such stock options may be issued by the Amalgamated Company either under any of its Existing Employees Stock Option Plans or a revised stock option plan for the employees of the Amalgamated Company and the Eligible Employees or under a separate employee stock option plan created by the Amalgamated Company inter alia for the purpose of granting stock options to the Eligible Employees pursuant to this Scheme (“Transferee Stock Option Plan”).
30.2 It is hereby clarified that upon this Scheme becoming effective and with effect from the Appointed Date 2, options granted by the Amalgamating Company to the Eligible Employees under the Amalgamating Company ESOP Plans shall automatically stand cancelled. Further, upon the Scheme becoming effective and after cancellation of the options granted to the Eligible Employees under the Amalgamating Company ESOP Plans, the fresh options shall be granted by the Amalgamated Company to the Eligible Employees on the basis of the Share Exchange Ratio. Fractional entitlements, if any, arising pursuant to the applicability of the Share Exchange Ratio as above shall be rounded off to the nearest higher integer. The exercise price payable for options granted by the Amalgamated Company to the Eligible Employees shall be based on the exercise price payable by such Eligible Employees under the Amalgamating Company ESOP Plans as adjusted after taking into account the effect of the Share Exchange Ratio.
30.3 The grant of options to the Eligible Employees pursuant to Clause 30.2 of this Scheme shall be effected as an integral part of the Scheme and the approval of RBI and/or any other Governmental Authority, shareholders of the Amalgamated Company to this Scheme shall be deemed to be their consent in relation to all matters pertaining to the Transferee Stock Option Plan, including without limitation, for the purposes of creating the Transferee Stock Option Plan and/ or modifying the Transferee Stock Option Plan (including increasing the maximum number of equity shares that can be issued consequent to the exercise of the stock options granted under the Amalgamating Company ESOP Plans, and/ or modifying the exercise price of the stock options under the Transferee Stock Option Plan), and all related matters. No further approval of the shareholders of the Amalgamated Company would be required in this connection under Applicable Law.
30.4 It is hereby clarified that in relation to the options granted by the Amalgamated Company to the Eligible Employees, the period during which the options granted by the Amalgamating Company were held by or deemed to have been held by the Eligible Employees shall be taken into account for determining the minimum vesting period required under Applicable Law or agreement or deed for stock options granted under the Transferee Stock Option Plan, as the case may be.
30.5 The Boards of the Amalgamating Company and the Amalgamated Company or any of the committee(s) thereof, including the compensation committee, if any, shall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the provisions of this Clause of the Scheme.
| 31. | TREATMENT OF WARRANTS |
31.1 It is hereby clarified that upon this Scheme becoming effective and with effect from the Appointed Date 2, the warrants issued by the Amalgamating Company and outstanding as on the Effective Date (“Warrants”) shall continue in the Amalgamated Company. The number of equity shares of the Amalgamated Company that the holders of the Warrants shall be entitled to upon exercise of such Warrants shall be on the basis of the Share Exchange Ratio. Fractional entitlements, if any, of holders of Warrants arising pursuant to the applicability of the Share Exchange Ratio as above shall be aggregated and issued to a trust setup for this purpose and the equity shares of the Amalgamated Company so issued shall be sold in the market and proceeds thereof shall be distributed to the holders of the Warrants as aforesaid, in accordance with their entitlement. Other than as aforesaid, there shall be no other changes to the terms of such Warrants including but not limited to the exercise price of such Warrants.
31.2 The abovementioned treatment of the Warrants pursuant to Clause 31.1 of this Scheme shall be effected as an integral part of the Scheme and the approval of RBI and/or any other Governmental Authority, shareholders of the Amalgamating Company and the Amalgamated Company to this Scheme shall be deemed to be their consent in relation to all related matters. No further approval of the shareholders of the Amalgamating Company or Amalgamated Company would be required in this connection under Applicable Law.
31.3 The Boards of the Amalgamating Company and the Amalgamated Company or any of the committee(s) thereof, shall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the provisions of Clause 31 of the Scheme.
| 32. | U.S. LAW CONSIDERATIONS |
32.1 The securities which may be issued pursuant to the Scheme (the “Transaction Securities”), as applicable, have not been, and will not be registered with the U.S. Securities and Exchange Commission (hereinafter referred to as the “SEC”) under the U.S. Securities Act of 1933, as amended, including the rules and regulations of the SEC promulgated thereunder (the “Securities Act”) or the securities law of any state or other jurisdiction, and are being offered and sold in reliance on certain exemptions from registration under the Securities Act. Neither these securities nor any interest or participation therein may be offered, sold assigned, transferred, pledged, encumbered or otherwise disposed of in the United States or to U.S. Persons (within the meaning of Regulation S under the Securities Act) unless an exemption from the registration requirements of the Securities Act is available;
32.2 The Transaction Securities are anticipated to be issued in reliance upon the exemption from registration requirement of the Securities Act provided by Section 3(a)(10) thereof (hereinafter referred to as the “Section 3(a)(10) Exemption”) and applicable exemptions under state securities laws. To obtain the Section 3(a)(10) Exemption, the Amalgamated Company will be relying on the Tribunal’s approval of the Scheme following the hearing of the Tribunal on the terms and conditions of the Scheme;
32.3 Further, for purposes of ensuring that the Scheme complies with the requirements of Section 3(a)(10) of the U.S. Securities Act, the Amalgamating Company and the Amalgamated Company shall undertake that;
32.3.1 the holders of securities of the Amalgamating Company, as against their respective securities, shall receive the Transaction Securities to be issued by the Amalgamated Company, as applicable, and shall not receive cash or other consideration;
32.3.2 the Scheme shall become effective only after it has been approved by the Tribunal following the hearings by the Tribunal; and
32.3.3 the Amalgamated Company shall, on or prior to the Record Date, submit to the SEC, an announcement under cover of a Form 6- K with respect to the Scheme.
| 33. | CONDUCT OF BUSINESS UNTIL THE EFFECTIVE DATE |
33.1 From the date on which the Boards of the Amalgamating Company and the Amalgamated Company approve this Scheme until the Effective Date, the Amalgamating Company and the Amalgamated Company shall carry on their respective business with reasonable diligence and business prudence in the ordinary course consistent with past practice, in accordance with Applicable Law and as mutually agreed between the Amalgamating Company and the Amalgamated Company. Notwithstanding anything contained in the Scheme to the contrary, each of the Amalgamating Company and the Amalgamated Company shall be able to raise capital from the date on which the Boards of the Amalgamating Company and the Amalgamated Company approve the Scheme, as it may deem fit.
| 34. | DISSOLUTION OF THE AMALGAMATING COMPANY |
34.1 Upon the coming into effect of Part D of this Scheme and with effect from the Appointed Date 2, the Amalgamating Company shall stand dissolved without being wound up, without any further act or deed.
35. REORGANIZATION OF THE AUTHORIZED SHARE CAPITAL OF THE AMALGAMATING COMPANY
35.1 Upon Part D of the Scheme becoming effective and with effect from the Appointed Date 2, and as an integral part of the Scheme, the authorized share capital of the Amalgamating Company shall be reclassified/reorganized such that each equity share of Rs. 2/- (Rupees Two only) of the Amalgamating Company shall stand reclassified/reorganized as 2 (two) equity shares of Rs. 1/- (Rupee One only) each.
35.2 It is clarified that the approval of the equity shareholders of the Amalgamating Company to this Scheme shall be deemed to be their consent/approval to the reclassification of the authorized share capital envisaged under this Clause of the Scheme, as required under Sections 13, 61 and other applicable provisions of the Companies Act.
| 36. | CONSOLIDATION OF THE AUTHORIZED SHARE CAPITAL OF THE AMALGAMATING COMPANY WITH THE AUTHORIZED SHARE CAPITAL OF THE AMALGAMATED COMPANY |
36.1 Upon Part D of the Scheme becoming effective and with effect from the Appointed Date 2, and pursuant to the reclassification and reorganization of the resultant authorized share capital of the Amalgamating Company as set out in Clause 35 above, the resultant authorized share capital of the Amalgamating Company shall stand transferred to and be amalgamated/combined with the authorized share capital of the Amalgamated Company. The fees or stamp duty, if any, paid by the Amalgamating Company on its authorized share capital shall be deemed to have been so paid by the Amalgamated Company on the combined authorized share capital, and the Amalgamated Company shall not be required to pay any fee/ stamp duty for the increase of the authorized share capital. The authorized share capital of the Amalgamated Company will automatically stand increased to that effect by simply filing the requisite forms with the Registrar of Companies and no separate procedure or instrument or deed shall be required to be followed under the Companies Act.
Clause V. of the memorandum of association of the Amalgamated Company shall, upon Part D of the Scheme becoming effective, and without any further act, instrument or deed, be replaced by the following clause:
“V. The Capital of the Company is Rs. 1190,61,00,000/- (Rupees One Thousand One Hundred Ninety Crores and Sixty One Lacs Only) divided into 1190,61,00,000 (One Thousand One Hundred Ninety Crores and Sixty One Lacs) Equity Shares of Re. 1/- (Rupee One Only) each with a power to increase or reduce the share capital.”
36.2 For the avoidance of doubt, it is clarified that, in case, the authorized share capital of the Amalgamated Company undergoes any change, either as a consequence of any corporate actions or otherwise, then Clause 36.1 shall automatically stand modified/adjusted to take into account the effect of such change.
36.3 The approval of this Scheme by the equity shareholders of the Amalgamated Company under Sections 230 to 232 of the Companies Act, shall be deemed to have been an approval under Section 13, Section 61 and Section 64 or any other applicable provisions under the Companies Act and no further resolution(s) would be required to be separately passed in this regard.
PART E
GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SCHEME
| 37. | SEQUENCING OF EVENTS |
37.1 Upon the coming into effect of the Scheme and with effect from the Appointed Date 1 for Part C of the Scheme and the Appointed Date 2 for Part D of the Scheme, and subject to the provisions of the Scheme, the following shall be deemed to have occurred, only in the sequence and in the order mentioned hereunder:
(a) filing of certified copies of the order(s) of the Tribunal with the Registrar of Companies by each of the Transferor Companies and the Transferee Company, pursuant to which, the amalgamation of the Transferor Companies into and with the Transferee Company, in accordance with Part C of this Scheme shall become effective;
(b) reorganization/reclassification of the respective authorized share capital of the Transferor Companies, in accordance with Part C of the Scheme;
(c) transfer of the respective authorized share capital of the Transferor Companies to the Transferee Company and consequential increase in the authorized share capital of the Transferee Company in accordance with Part C of the Scheme;
(d) cancellation of the equity shares issued by the respective Transferor Companies to the Transferee Company, in accordance with Part C of the Scheme;
(e) dissolution of the respective Transferor Companies without being wound up, in accordance with Part C of the Scheme;
(f) filing of certified copies of the order(s) of the Tribunal with the Registrar of Companies by the Amalgamating Company and the Amalgamated Company, pursuant to which, the amalgamation of the Amalgamating Company into and with the Amalgamated Company, in accordance with Part D of this Scheme shall become effective;
(g) reorganization/reclassification of the authorized share capital of the Amalgamating Company, in accordance with Part D of the Scheme;
(h) transfer of the authorized share capital of the Amalgamating Company to the Amalgamated Company and consequential increase in the authorized share capital of the Amalgamated Company in accordance with Part D of the Scheme;
(i) dissolution of the Amalgamating Company without being wound up, in accordance with Part D of the Scheme;
(j) cancellation of the shareholding of the Amalgamating Company in the Amalgamated Company in its entirety, without any further act or deed, in accordance with Part D of the Scheme;
(k) issue and allotment of New Equity Shares of the Amalgamated Company to the shareholders of the Amalgamating Company as of the Record Date in accordance with Part D of this Scheme; and
(l) issue of stock options by the Amalgamated Company to the Eligible Employees, in accordance with Part D of the Scheme.
| 38. | DIVIDENDS |
38.1 The Parties shall be entitled to declare and pay dividends, whether interim or final, to their shareholders, as per their respective dividend policies consistent with past practice (except any years for which dividend declaration and payout was restricted by any Governmental Authority) in respect of the accounting period after the date of approval of the Scheme by the Board of the Parties and prior to the Effective Date.
38.2 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Transferor Companies, Amalgamating Company and/or the Amalgamated Company to demand or claim any dividends which, subject to Clause 38.1 and the provisions of the Companies Act, shall be entirely at the discretion of the Board of the Transferor Companies, Amalgamating Company and/or Amalgamated Company, as the case may be, and subject, wherever necessary, to the approval of the respective shareholders.
| 39. | APPLICATIONS/ PETITIONS TO THE TRIBUNAL AND APPROVALS |
39.1 Each of the Transferor Companies, Amalgamating Company and the Amalgamated Company, respectively, shall, with all reasonable dispatch, make and file all applications/petitions under Sections 230 to 232 read with other applicable provisions of the Companies Act, to the Tribunal, for sanction of this Scheme and for dissolution of the Transferor Companies and the Amalgamating Company, respectively.
39.2 The Amalgamated Company shall be entitled, pending the sanction of the Scheme, to apply to any Governmental Authority, if required, under any Applicable Law for such consents and approvals which the Amalgamated Company may require to own the Undertaking of the Amalgamating Company and to carry on the business of the Amalgamating Company.
| 40. | MODIFICATIONS/ AMENDMENTS TO THE SCHEME |
40.1 The Parties by their respective Boards, acting jointly but not individually, at any time, may make and/ or consent to any modifications/ amendments to the Scheme, or to any conditions or limitations that the Tribunal or any other Governmental Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by the Tribunal or such other Governmental Authority, whether in pursuance of a change in Applicable Law or otherwise. The Parties by their respective Boards, shall be authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any other authorities or otherwise howsoever arising out of or under or by virtue of the Scheme and/ or any matter concerned or connected therewith.
40.2 For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the delegate(s) of the Parties, acting jointly, may give and are hereby authorized to determine and give all such directions as are necessary including directions for settling or removing any question of doubt or difficulties that may arise and such determination or directions, as the case may be, shall be binding on all the Parties, in the same manner as if the same were specifically incorporated in this Scheme.
| 41. | VALIDITY OF EXISTING RESOLUTIONS, ETC. |
41.1 Upon the coming into effect of the Scheme, the resolutions of each of the Transferor Companies and the Amalgamating Company as are considered necessary by the Board of Amalgamated Company which are validly subsisting on the Effective Date, be considered as resolutions of Amalgamated Company. If any such resolutions have any monetary limits approved under the provisions of the Companies Act or of any other applicable statutory provisions, then the said limits, as are considered necessary by the Board of Amalgamated Company, shall be added to the limits, if any, under the like resolutions passed by Amalgamated Company.
| 42. | CONDITIONALITY OF THE SCHEME |
42.1 Unless otherwise decided (or waived) by the Parties, the effectiveness of this Scheme is and shall be conditional upon and subject to the fulfilment or waiver (to the extent permitted under the Applicable Law) of the following conditions precedent:
(a) the requisite consent, approval or permission of relevant Governmental Authorities including but not limited to the RBI Approval, CCI Approval, the Stock Exchanges Approval, approval from the Insurance Regulatory and Development Authority and approval from the Pension Fund Regulatory and Development Authority in relation to the Scheme having been obtained by the relevant Parties;
(b) the Amalgamating Company having received approval from NHB, if required, in relation to the Scheme pursuant to the refinancing facilities obtained from NHB;
(c) the Scheme being approved by majority of the respective public shareholders of the Amalgamating Company and the Amalgamated Company, as required under the SEBI Schemes Circular;
(d) this Scheme being approved by the requisite majorities of the various classes of the shareholders and creditors (where applicable) of each of the Parties, as required under the Companies Act or dispensation having been received from the Tribunal in relation to obtaining such approval from the members and/or creditors or any Applicable Law permitting the respective Parties not to convene the meetings of its members and/or creditors;
(e) the sanctions and orders of the Tribunal for the Scheme, under Sections 230 to 232 of the Companies Act being obtained by the Parties and the Parties having received a certified true copy of order of the Tribunal approving the Scheme; and
(f) such other conditions as may be mutually agreed between the Amalgamating Company and the Amalgamated Company.
42.2 It is hereby clarified that (i) Part C of this Scheme will take effect from the Appointed Date 1; (ii) Part D of this Scheme will take effect from the Appointed Date 2; and (iii) submission of this Scheme to the Tribunal and to the Governmental Authorities for their respective approvals is without prejudice to all rights, interests, titles or defenses that Parties may have under or pursuant to all Applicable Law.
42.3 On the approval of this Scheme by each class of shareholders of the Parties and such other classes of Persons of the Parties, if any, such classes of shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Companies Act or under any contract, arrangement/agreement subsisting between such Persons and the Parties, for the Scheme and/or any action taken in terms of or pursuant to the Scheme.
| 43. | EFFECT OF NON-SATISFACTION OF THE CONDITIONS/NON-RECEIPT OF APPROVALS/ SANCTIONS |
43.1 In the event of any of the said approvals referred to in Clause 42 above not being obtained and/ or complied with and/ or satisfied and/ or this Scheme not being sanctioned by the Tribunal and/ or order or orders not being passed as aforesaid before the expiry of 24 (Twenty Four) months from the last of the dates of approval of the Scheme by the respective Boards of each of the Parties, any Party may terminate this Scheme and upon such termination this Scheme shall stand revoked, cancelled and be of no effect. Provided that, in case of non-satisfaction of any other conditions precedent, the Parties shall proceed in such manner as may be mutually agreed between them.
43.2 If any provision of this Scheme hereof is invalid, ruled illegal by the Tribunal, or unenforceable under present or future Applicable Laws, then such provision (so far as it is invalid or unenforceable) shall be severable from the remainder of the Scheme. Further, if the deletion of such part of this Scheme may cause this Scheme to become materially adverse to either any of the Parties, then in such case the Parties shall attempt to bring about a modification in the Scheme, as will best preserve for the Amalgamated Company the benefits and obligations of the Scheme, including but not limited to such provision.
43.3 If any proposed modification/ amendment to this Scheme under Clause 40.1, materially adversely affects the interest of any of the Transferor Companies, Amalgamating Company or the Amalgamated Company, then such modification/ amendment shall not be binding on such affected Party, and such Party shall have the right to withdraw the Scheme.
43.4 Parties, acting jointly and not individually, shall be at liberty to withdraw the Scheme from the Tribunal, any time before the coming into effect of this Scheme.
| 44. | COSTS AND EXPENSES |
44.1 All costs, charges, Taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed), incurred by any of Parties in carrying out and implementing this Scheme and matters incidentals thereto, shall be respectively borne by such Parties, till the Effective Date.
44.2 All costs, charges, Taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed), incurred by any of Parties in carrying out and implementing this Scheme and matters incidentals thereto, after the Effective Date, shall be borne by the Amalgamated Company.
Exhibit 12.1
Certification
I, Sashidhar Jagdishan, certify that:
| 1. | I have reviewed this annual report on Form 20-F of HDFC Bank Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| /s/ Sashidhar Jagdishan |
| Sashidhar Jagdishan |
| Managing Director and Chief Executive Officer Date: July 29, 2022 |
Exhibit 12.2
Certification
I, Srinivasan Vaidyanathan, certify that:
| 1. | I have reviewed this annual report on Form 20-F of HDFC Bank Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| /s/ Srinivasan Vaidyanathan |
| Srinivasan Vaidyanathan |
| Chief Financial Officer |
| Date: July 29, 2022 |
Exhibit 13
Certification Pursuant to
18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 20-F of HDFC Bank Limited, a company organized under the laws of India (the “Company”) for the period ending March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of such officer’s knowledge, that:
1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of March 31, 2022 and for the periods presented in the Report.
The foregoing certification is provided solely for the purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose.
| Dated: July 29, 2022 | /s/ Sashidhar Jagdishan | |
| Sashidhar Jagdishan | ||
| Managing Director and Chief Executive Officer | ||
| Dated: July 29, 2022 | /s/ Srinivasan Vaidyanathan | |
| Srinivasan Vaidyanathan | ||
| Chief Financial Officer | ||