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Axis Bank Ltd.

BSE: 532215 Sector: Financials
NSE: AXISBANK ISIN Code: INE238A01034
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OPEN 651.00
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VOLUME 586617
52-Week high 800.00
52-Week low 333.05
P/E 78.64
Mkt Cap.(Rs cr) 198,534
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Axis Bank Ltd. (AXISBANK) - Director Report

Company director report

The Board of Directors of the Bank (the Board) have the pleasure of presenting the 26thAnnual Report of the Bank together with the Audited Statement of Accounts Auditors'Report and the Report on the business +

`and operations of the Bank for the financial year ended 31st March 2020.

Financial Performance and the State of the Bank'sAffairs:

The financial highlights for the year under review are presented below:

Particulars

2019-20

2018-19 Growth
Deposits 640105 548471 17%
Savings Bank Deposits 173592 154129 13%
Current Account Deposits 90114 89265 1%
Advances 571424 494798 15%
Retail Advances 305400 245812 24%
Non-retail Advances 266024 248986 7%
Total Assets/Liabilities 915165 800997 14%
Net Interest Income 25206 21708 16%
Other Income 15537 13130 18%
Fee Income 11019 10127 9%
Trading Profit111 2420 971 149%
Misc. Income 2098 2032 3%
Operating Expenses 17305 15833 9%
Operating Profit 23438 19005 23%
Provision for Tax 3277 2297 43%
Other Provisions and Write offs 18534 12031 54%
Net Profit 1627 4677 (65%)
Balance in Profit and Loss account brought forward from previous year 24323 23043
AmountAvailable ForAppropriation 25950 27720
Appropriations
Transfer to Statutory Reserve 407 1169
Transfer (from)/to Investment Reserve - (103)
Transfer to Capital Reserve 341 125
Transfer to Reserve Fund 1 1
Dividend paid (includes tax on dividend) 289 -
Transfer to Investment Fluctuation Reserve 328 600
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(1) Excluding Merchant Exchange Profit

Key Performance Indicators

Key Performance Indicators

2019-20

2018-19
Interest Income as a percentage of working funds* 7.56% 7.38%
Non-interest Income as a percentage of working funds* 1.87% 1.76%
Net Interest Margin 3.51% 3.43%
Return on Average Net Worth 2.34% 8.09%
Operating Profit as a percentage of working funds* 2.83% 2.55%
Return on Average Assets 0.20% 0.63%
Profit per Employee** ' 2.40 lakhs ' 7.61 lakhs
Business (Deposits less inter-bank deposits + Advances) per employee** ' 17.27 crores ' 16.53 crores
Net non-performing assets as a percentage of net customer assets*** 1.56% 2.06%

* Working funds represent average total assets.

** Productivity ratios are based on average number of employees for the year. ***Customer assets include advances and credit substitutes.

Previous year figures have been re-grouped wherever necessary

Covid-19 Pandemic

The Bank has undertaken proactive steps right from the inception of the COVID - 19Pandemic crisis. The framework of proactive action has been focused on reducing theheightened risks arising out of the COVID - 19 Pandemic across all facets of risksimpacting the business safety of staff and business continuity from operational risklikely impact on asset quality from credit risk trading risk due to sharp change inunderlying risk factors in the investment book liquidity pressure owing to change in theperception of borrower on cash flows as well as deposit withdrawals owing to disruptionsunder civic lockdown etc.

The actions have been taken on the following five fronts:

i. Protecting people - issuing and implementing advisories around staff health hygienein office premises quarantine and social distancing etc.

ii. Ensuring continuity - testing and deploying business continuity plans includingdriving and scaling up work-from- home initiative.

iii. Protecting operations - puffing in place additional controls and monitoring aroundkey operational risk parameters that could see an increase in a lockdown andwork-from-home environment.

iv. Maintaining liquidity - enhanced monitoring of liquidity position and depositwithdrawals to take pre-emptive action.

v. Conserving capital - credit advisories around originating and disbursal of newexposures with enhanced monitoring of existing vulnerable credit exposure.

The governance around the above has been put in place under the aegis of a CentralEmergency Response Team (CERT) headed by the Executive Director (Corporate Centre) of theBank reporting directly to the Management Committee of the Bank. This team has beenmeeting daily to review the situation in each of the said fronts on which risk profilewould be heightened and take appropriate mitigation measures in response to the situationat the ground level.

CSR Initiatives towards COVID-19 Pandemic

The Bank continues to stand together with the country in its collective battle againstCOVID-19 Pandemic and is committed to a multi-pronged response supporting the Bank'scustomers employees business partners government agencies and the community at large.The Bank is directly supporting government entities towards meeting their urgent equipmentand sanitation requirements and under Axis Cares it is supporting nearly 35000individuals towards meeting their food requirements for a month.

Towards augmenting the country's collective efforts in fighting the COVID-19 PandemicAxis Group has committed to contribute to the PM CARES Fund and to Givelndia's India COVIDResponse Fund. In addition Axis Bank Foundation the CSR arm of the Bank is workingclosely with its implementation partners across India towards augmenting on-groundactivities to address the COVID-19 Pandemic related challenges.

Change in the Nature of Business

During the year under review there has been no change in the nature of business of theBank.

Capital Structure Share Capital

During the financial year 2017-18 the Bank had issued 45357385 convertible warrantsconvertible into 45357385 equity shares at a price of ' 565.00 per warrant on apreferential basis. The allottees of the said convertible warrants were entitled toexercise the option of converting one convertible warrant into one equity share of '2/- each of the Bank within a period of 18 months from the date of its allotment i.e. onor before 17th June 2019.

During the year the Bank allotted 45357385 equity shares pursuant to exercise ofconvertible warrants by the allottees of the said convertible warrants. As a consequencethe paid-up share capital of the Bank increased by ' 9.07 crores and the reservesof the Bank increased by ' 2551.03 crores after charging off issue relatedexpenses.

During the year the Bank also raised additional equity capital through allotment of198728139 equity shares of ' 2/- each of the Bank pursuant to a QualifiedInstitutional Placement Issue. Consequently the total issued and paid-up equity sharecapital of the Bank increased by ' 39.75 crores and the Reserves of the Bankincreased by ' 12392.50 crores after charging of issue related expenses. The saidfunds were raised to enhance the capital adequacy in accordance with regulatoryrequirements to finance the growth strategy and for general corporate purposes inaccordance with applicable law. The Audit Committee of Board of the Bank (Audit Committee)at its meeting held on 22nd January 2020 has reviewed and confirmed that theBank has utilized the said funds for the above-mentioned purposes and there was nodeviation in utilization of the said funds.

During the year the Bank allotted 5947539 equity shares of ' 2/- each of theBank pursuant to exercise of options by some of its Whole Time Directors/Employees andthat of the subsidiary companies of the Bank under the various Employee Stock OptionScheme(s).

Pursuant to the above allotments the total issued and paid-up equity share capital ofthe Bank as on 31st March 2020 increased by ' 50.01 crores to ' 564.34crores as compared to ' 514.33 crores as on 31st March 2019.

The category wise Shareholding Pattern of the Bank as on 31st March 2020was as under:

Sr. No. Category / Shareholder

No. of Shares held

%of total issued & paid-up Capital
Promoters
1 Administrator of theSpecified Undertakingof theUnitTrustof India (SUUTI) 129652427 4.59
2 Life Insurance Corporation of India 254377246 9.02
3 General Insurance Corporation of India 31715229 1.12
4 The New India Assurance Company Limited 20591585 0.73
5 National Insurance Company Limited 549681 0.02
6 The Oriental Insurance Company Limited 4977520 0.18
7 United India Insurance Company Limited 913248 0.03
Foreign Investors
8 Overseas Investors (including Flls/OCBs/NRIs) 1449554331 51.37
9 Foreign Direct Investment (GDR) 54868145 1.94
Domestic Financial Institutions
10 Financial Institutions / Mutual Funds / Banks / NBFC / INC /AIF 643164609 22.79
11 Others 231313913 8.21
Total 2821677934 100.00

Debt Capital

During the year the Bank issued and allotted 41750 Senior Unsecured RedeemableNon-Convertible Debentures of face value of ' 10 lakh each aggregating to '4175 crores on a private placement basis. The said Debentures were issued for enhancinglong term resources for funding infrastructure projects and affordable housing. The AuditCommittee at its meeting held on 28th April 2020 has reviewed and confirmedthat the Bank has utilized the said funds for the above-mentioned purposes and there is nodeviation in utilization of the said funds.

The Equity Shares of the Bank and the Unsecured Redeemable Non-Convertible SubordinatedPerpetual Debentures issued by the Bank on a private placement basis are listed onNational Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The Bonds issued by theBank under the MTN programme are listed on Singapore Stock Exchange and the Green Bondsissued by the Bank are listed on London Stock Exchange.

Depository Receipts

The Global Depository Receipts (GDR) issued by the Bank are listed on London StockExchange.

The Bank has paid the listing fees to the said Stock Exchanges in respect of the abovesecurities for the financial year 2019-20.

Dividend

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Bank has formulated and adopted a Dividend Distribution

Policy with the objective of providing clarity to its stakeholders on the profitdistribution strategies of the Bank. During the year the said Policy was reviewed by theBoard and the same has been hosted on the website of the Bank at https://www.axisbank.com/shareholders-corner/corporate-governance/Compliance-Report.

The Diluted Earnings Per Share (EPS) of the Bank for the financial year 2019-20 stoodat '5.97 per equity share of ' 2/- each as compared to ' 18.09 per equity share of' 2/- each in the previous financial year.

The Reserve Bank of India vide its circular dated 17th April 2020 hasadvised that banks shall not make any further dividend pay-outs from profits pertaining tothe financial year ended 31st March 2020 until further instructions with aview that banks must conserve capital in an environment of heightened uncertainty causedby COVID-19 Pandemic. Accordingly the Board of Directors of the Bank has not proposed anydividend for the year ended 31st March 2020.

Deposits

Being a banking company the disclosures relating to deposits as required under Rule8(5)(v) and (vi) of the Companies (Accounts) Rules 2014 read with Sections 73 and 74 ofthe Companies Act 2013 are not applicable to the Bank.

Ratings ofVarious Debt Instruments

The Senior Unsecured Redeemable Non-Convertible Debentures (Series 5) issued andallotted by the Bank on a private placement basis during the financial year 2019-20were rated "CRISILAAA" by CRISIL Ltd. and "ICRA AAA" by ICRA Ltd.

The Bonds issued and alloted by the Bank under the MTN programme on a privateplacement basis during the financial year 2019-20 were rated "BBB-" byStandard & Poor's.

The details of all credit ratings obtained by the Bank along with any revisionsthereto during the financial year 2019-20 for all the debt instruments outstanding as on31st March 2020 is disclosed in the Corporate Governance Report forming partof this report.

Board of Directors

During the year the following changes took place in the composition of the Board:

• Dr. Sanjiv Misra ceased to be the Non-Executive (Part-Time) Chairman of theBank pursuant to completion of his tenure with effect from the close of business hourson 17th July 2019. In light of the above Dr. Sanjiv Misra decided not tocontinue as an Independent Director of the Bank for the remainder of his tenure andaccordingly resigned as the Independent Director of the Bank with effect from the closeof business hours on 17th July 2019. In accordance with Clause 7B of ScheduleIII Part A of the Listing Regulations Dr. Sanjiv Misra confirmed that there was no othermaterial reason for his resignation other than the above. The Board acknowledges theinvaluable contributions rendered by Dr. Sanjiv Misra during his tenure as an IndependentDirector of the Bank and places on record its deep appreciation for the insightfulperspectives and suggestions provided by him at the meetings of the Board/ Committee ofthe Bank and for his leadership as the Non-Executive (PartTime) Chairman of the Bank.

• Shri Rakesh Makhija Independent Director of the Bank was appointed as theNon-Executive (Part-Time) Chairman of the Bank for a period of 3 (three) years witheffect from 18th July 2019 upto 17th July 2022 (both daysinclusive) in terms of the approval granted by the Reserve Bank of India (RBI) and by theShareholders of the Bank at the 25th Annual General Meeting held on 20thJuly 2019.

• Prof. Samir Barua ceased to be an Independent Director of the Bank with effectfrom the close of business hours on 21st July 2019 upon completion of themaximum permissible tenure of 8 (eight) continuous years in terms of the provisions ofSection 10A (2A) of the Banking Regulation Act 1949. The Board acknowledges theinvaluable contributions rendered by Prof. Samir Barua during his tenure as an IndependentDirector of the Bank and places on record its deep appreciation for the insightfulperspectives and suggestions provided by him at the meetings of the Board/ Committees ofthe Bank.

• Shri Pralay Mondal was appointed as the Executive Director (Retail Banking) ofthe Bank for a period of 3 (three) years with effect from 1st August 2019upto 31st July 2022 (both days inclusive) in terms of the approval granted bythe RBI and the Shareholders of the Bank at the 25th Annual General Meetingheld on 20th July 2019.

• Shri Rajiv Anand Executive Director (Wholesale Banking) and Shri Rajesh DahiyaExecutive Director (Corporate Centre) of the Bank were re-appointed as the ExecutiveDirector (Wholesale Banking) and Executive Director (Corporate Centre) of the Bankrespectively for a further period of 3 (three) years with effect from 4thAugust 2019 upto 3rd August 2022 (both days inclusive) in terms of theapproval granted by the RBI and the Shareholders of the Bank at the 25th AnnualGeneral Meeting held on 20th July 2019.

• Shri Som Mittal ceased to be an Independent Director of the Bank with effectfrom the close of business hours on 21st October 2019 upon completion of themaximum permissible tenure of 8 (eight) continuous years in terms of the provisions ofSection 10A (2A) of the Banking Regulation Act 1949. The Board acknowledges theinvaluable contributions rendered by Shri Som Mittal during his tenure as an IndependentDirector of the Bank and places on record its deep appreciation for the insightfulperspectives and suggestions provided by him at the meetings of the Board/ Committees ofthe Bank.

• Smt. Usha Sangwan Nominee Director of Life Insurance Corporation of India(LIC) Promoter of the Bank on the Board of the Bank tendered her resignation as theNon-Executive (Nominee) Director of the Bank with effect from 12th December2019. The Board acknowledges the invaluable contributions rendered by Smt. Usha Sangwanduring her tenure as the NonExecutive (Nominee) Director of the Bank and places on recordits deep appreciation for the insightful perspectives and suggestions provided by her atthe meetings of the Board/ Committees of the Bank.

• The Board of Directors of the Bank on 9th December 2019 re-appointedShri S. Vishvanathan as the Independent Director of the Bank for his second term from 11thFebruary 2020 up to 10th February 2023 (both days inclusive) i.e. up to theexpiry of his tenure of 8 (eight) continues years in terms of the provisions of Section10A (2A) of the Banking Regulation Act 1949 taking into account the outcome of hisperformance evaluation and pursuant to the recommendation of the Nomination andRemuneration Committee of Directors of the Bank (Nomination and Remuneration Committee).The said re-appointment was approved by the Shareholders of the Bank by means of aSpecial Resolution passed through Postal Ballot on 9th January 2020. Duringthe said period Shri S. Vishvanathan shall not be liable to retire by rotation in termsof the provisions of Section 149(13) of the Companies Act 2013.

The Board at its meeting held on 29th April 2020 approved the proposalsrelating to re-appointment of Directors of the Bank:

• Re-appointment of Shri B. Baburao as the Non-Executive (Nominee) Director ofthe Bank who is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment in terms of Section 152 of theCompanies Act 2013.

• Re-appointment of Shri Rakesh Makhija as an Independent Director of the Bankfor his second term as such from 27th October 2020 up to 26thOctober 2023 (both days inclusive) i.e. up to the expiry of his tenure of 8 (eight)continuous years in terms of the provisions of Section 10A (2A) of the Banking RegulationAct 1949 Section 149 of the Companies Act 2013 and the Listing Regulations subject tothe approval of the Shareholders of the Bank at the ensuing Annual General Meeting bymeans of a Special Resolution.

The ordinary/special resolution(s) in respect of re-appointment of the Directors asaforesaid have been included in the Notice convening the 26th Annual GeneralMeeting of the Bank. Brief profiles of the said Directors have been annexed to the saidNotice.

The composition of the Board is in compliance with the applicable norms.

Selection and Appointment of Directors

The selection and appointment of Directors of the Bank is done in accordance with therelevant provisions of the Companies Act 2013 the relevant Rules made thereunder theBanking Regulation Act 1949 the Guidelines issued by the RBI and the relevant provisionsof the Listing Regulations relating to Corporate Governance as amended from time totime.

The Bank has formulated and adopted the Succession Planning Policy for the Board ofDirectors and Key Officials of the Bank (the Policy). The objective of the Policy is to interalia assess identify and nominate suitable candidates to fill vacancies that mayarise for positions of the Non-Executive (Part time) Chairman Independent DirectorsManaging Director & CEO (MD & CEO) Whole Time Directors (WTD) Group ExecutivesKey Managerial Personnel and other Key officials of the Bank from time to time to planfor succession of the said roles and any vacancies that may arise out of impending move orretirement or resignation or sudden exit or for any reason whatsoever in such rolesincumbent or named successors significant changes in role accountabilities substantivechanges in the business parameters and changes to the role holder or successor'saspiration.

The Policy also seeks to identify the competency requirements for the said positionsthe process to identify potential candidates and develop required competencies throughplanned training development and learning initiatives and to ensure systematic andlong-term development of personnel for taking higher roles and responsibilities at thesenior management levels at the Bank or that of its subsidiary companies which may arisedue to impending move or retirement or resignation or sudden exit or for any reasonwhatsoever of the role incumbent or named successors.

The Nomination and Remuneration Committee is responsible to the Board for leading thesuccession planning process in respect of appointments/re-appointments in respect ofDirectors employees in the grade of Senior Management and Key Managerial Personnel oftheBank.

In terms of the Policy which has been reviewed by the Nomination and RemunerationCommittee and by the Board the succession planning process for the post of theNon-Executive (Part-Time) Chairman/ Independent Director is required to be initiatedat-least 9 (nine) months prior to the expiry of their current term or in case ofunforeseen circumstances with immediate effect.

Further the succession planning process for the post of the MD & CEO/WTD of theBank is required to be initiated at-least 9 (nine) months prior to the expiry of thecurrent term or the date of retirement or as soon as the Bank is informed of the decisionof the MD & CEO/WTD to resign from the services of the Bank or to opt for EarlyRetirement as the case may be or in case of unforeseen circumstances with immediateeffect.

The Policy also provides for the course of action to be initiated in case of delay ornon-receipt of regulatory/statutory approvals relating to the appointment/re-appointmentof the MD & CEO/WTD ofthe Bank or in case of a sudden vacancy in the position of MD& CEO/WTD of the Bank caused due to death or permanent incapacitation or for anyother reason whatsoever.

The RBI has vide its circular no. RBI/2019-20/204 DoR.Appt.No.58/29.67.001/2019-20dated 31st March 2020 on "Appointment of Managing Director and ChiefExecutive Officer (MD & CEO) / CEO / Part-Time Chairperson (PTC) in Banks -'Declaration and Undertaking1 and allied matters prescribed new format fordeclarations/ undertakings to be submitted by the Directors of a Bank. The Bank hasaccordingly obtained the prescribed declarations / undertakings from all its Directorsin the revised format.

The Bank adheres to the process and methodology prescribed by the RBI in respect of the'Fit & Proper1 criteria as applicable to Private Sector Banks signing ofdeed of covenants which binds the Directors to discharge their responsibilities to thebest of their abilities individually and collectively in order to be eligible for beingappointed/re-appointed as a Director of the Bank. The prescribed declarations /undertakings given by the Directors other than that of the Members of the Nomination andRemuneration Committee are placed before the Nomination and Remuneration Committee and thedeclarations / undertakings given by the Members of the Nomination and RemunerationCommittee are placed before the Board for its review and noting. The said declarations /undertakings are obtained from all the Directors on an annual basis and also at the timeof their appointment / re-appointment in compliance with the said laws. An assessment onwhether the Directors fulfil the prescribed criteria is carried out by the Nomination andRemuneration Committee and the Board on an annual basis and also at the time of theirappointment / re-appointment.

The Nomination and Remuneration Committee also reviews the structure size compositionof the Board the regional and industry experience track record expertise and otherrelevant information and documents of all the Directors before making appropriaterecommendations to the Board with regard to their appointment / re-appointment terms andconditions relating to such appointment / re-appointment including remuneration designedto enhance the Board's effectiveness and in compliance with the applicable norms. Wherevernecessary the Nomination and Remuneration Committee is authorized to engage the servicesof an External Consultant(s) / expert in the field of succession planning to identify andassess the suitability of candidates for the post of a Director of the Bank.

The Nomination and Remuneration Committee takes into account the profile skill setsexperience expertise functional capabilities etc. and identifies potential candidatesfrom diverse backgrounds including but not limited to accountancy agriculture and ruraleconomy banking co-operation economics finance law small-scale industry informationtechnology core industries infrastructure sector payment and settlement systems humanresource risk management and business

management thus providing the Board with Members who have diverse knowledge practicalexperience and skills to serve the business interests of the Bank.

Declaration of Independence

All the Independent Directors of the Bank have submitted the requisite declarationsstating that they meet the criteria prescribed for independence under Section 149 of theCompanies Act 2013 and Regulation 16 of the Listing Regulations which were placed beforethe Board for their review. The Board has confirmed and taken on record the saiddeclaration of Independence provided by the Independent Directors after undertaking dueassessment of the veracity of the same. In the opinion of the Board the IndependentDirectors fulfill the criteria prescribed for independence and are independent of theManagement.

Certificate from a Company Secretary in Practice

In terms of Regulation 34(3) read with Schedule V of the Listing Regulations the Bankhas obtained a Certificate from BNP & Associates Practising Company Secretariesconfirming that none of the Directors on the Board of the Bank have been debarred ordisqualified from being appointed or continuing as Directors of the Companies either bythe Securities and Exchange Board of India or the Ministry of Corporate Affairs or anyother Statutory Authorities. The said certificate is annexed as part of this report.

Key Managerial Personnel

Shri Jairam Sridharan resigned as the Group Executive & Chief Financial Officer(CFO) and Key Managerial Personnel of the Bank with effect from the close of businesshours on 5th March 2020. The Board places on record its appreciation for theinvaluable contributions rendered by Shri Jairam Sridharan during his tenure as the GroupExecutive & CFO of the Bank.

Pursuant to the vacancy caused by the resignation of Shri Jairam Sridharan asaforesaid and pursuant to the recommendations of the Nomination and RemunerationCommittee and the Audit Committee of the Bank the Board at its meeting held on 27thFebruary 2020 approved the appointment of Shri Puneet Sharma as the Chief FinancialOfficer (CFO) and Key Managerial Personnel of the Bank with effect from 6thMarch 2020.

The Board at its meeting held on 29th April 2020 appointed Shri RajivAnand Executive Director (Wholesale Banking) Shri Rajesh Dahiya Executive Director(Corporate Centre) and Shri Pralay Mondal Executive Director (Retail Banking) as the KeyManagerial Personnel of the Bank with effect from 29th April 2020 in terms ofSection 203(1) read with Section 2(51) of the Companies Act 2013.

Shri Amitabh Chaudhry Managing Director & CEO Shri Rajiv Anand ExecutiveDirector (Wholesale Banking) Shri Rajesh Dahiya Executive Director (Corporate Centre)Shri Pralay Mondal Executive Director (Retail Banking) Shri Puneet Sharma CFO and ShriGirish V. Koliyote Company Secretary are the Key Managerial Personnel of the Bank interms of Section 203(1) read with Section 2(51) of the Companies Act 2013 and therelevant Rules made thereunder.

Board Performance Evaluation

The Companies Act 2013 and the Listing Regulations relating to Corporate Governanceprovides for evaluation of the performance of the Board its Committees IndividualDirectors and the Chairman of a company.

The Nomination and Remuneration Committee is the nodal agency for conducting the saidperformance evaluation. The Nomination and Remuneration Committee has reviewed andapproved the manner for effective evaluation of the performance of the Board itsCommittees its individual Directors and its Chairman and determined the criteria forconduct of such performance evaluation. The manner in which the evaluation has beenconducted and the details of the outcome of the board performance evaluation for thefinancial year under reference along with the proposed action for implementation by theBank during the FY 2020-21 is provided in the Report on Corporate Governance which formspart of this report.

Meetings of the Board/Committees of the Board

The schedule in respect of the meetings of the Board / Committees thereof to be heldduring the next financial year and for the ensuing Annual General Meeting is circulated inadvance to all the Members of the Board. During the year 10 meetings of the Board wereheld and the gap between the said meetings did not exceed the limit of 120 days asprescribed under the

relevant provisions of the Companies Act 2013 the relevant Rules made thereunder andthe Listing Regulations relating to Corporate Governance.

Audit Committee

The composition role and functions of the Audit Committee of the Bank is disclosed inthe Report on Corporate Governance which forms part of this report.

Remuneration Policy

The Bank has formulated and adopted a Comprehensive Remuneration Policy for itsDirectors Material Risk Takers Key Managerial Personnel and other Employees (thePolicy) in terms of the relevant provisions of Section 178 of the Companies Act 2013the relevant Rules made thereunder the Listing Regulations relating to CorporateGovernance and the Guidelines issued bythe RBI in this regard.

The said Policy was reviewed and approved by the Nomination and Remuneration Committeeand by the Board pursuant to the revised Guidelines dated 4th November 2019issued by the RBI on Compensation of Whole Time Directors/ Chief Executive Officers/Material Risk Takers and Control Function staff.

The Nomination and Remuneration Committee reviewed the impact of the revised Guidelinesto the said Policy and on the various aspects of the compensation structure such as FixedPay Variable Pay Stock Options etc. and also inter alia took into accounteffective alignment of compensation with prudent risk taking international scenariosexternal benchmarks on remuneration trends in the Banking/ NBFC sector in Indiaimplications under tax laws macro trends relating to employment / remuneration etc. andrecommended the same for the approval of the Board.

In terms of the revised Guidelines which is effective from 1st April 2020the Bank formulated and adopted Remuneration Policy for Non-Executive Chairman andNon-Executive Directors of the Board and Remuneration Policy for MD & CEO Whole-timeDirectors Material Risk Takers Control Function Staff and other employees of the Bank.

The details of the said Policy have been disclosed in the Report on CorporateGovernance which forms part of this report. The said Policy has been hosted on thewebsite of the Bank at https://www.axisbank.com/shareholders-corner/corporate-governance/Compliance-Report in terms of the Listing Regulations.

Whistle Blower Policy and Vigil Mechanism

The details of the Whistle Blower Policy and Vigil Mechanism have been disclosed in theReport on Corporate Governance which forms part of this report.

Subsidiaries JointVentures and Associates

As on 31st March 2020 the Bank has the following eleven unlisted subsidiarycompanies and one step down subsidiary;

i) Axis Asset Management Company Ltd. undertakes the activities of managing the mutualfund business.

ii) Axis Mutual Fund Trustee Ltd. acts as the trustee for the mutual fund business.

iii) Axis Capital Ltd. provides services relating to investment banking equity capitalmarkets institutional stock broking mergers and acquisition advisory etc.

iv) Axis Finance Ltd. is an NBFC and carries on the activities of corporate andstructural lending loan against property etc.

v) Axis Securities Ltd. is in the business of retail broking services.

vi) A.TREDS Ltd. is engaged in the business of facilitating financing of tradereceivables.

vii) Axis Trustee Services Ltd. is engaged in trusteeship activities acting asdebenture trustee and as trustee to various securitisation trusts.

viii) Freecharge Payment Technologies Private Ltd is in the business of providingMerchant acquiring services payment aggregation services payment support services andbusiness correspondent to a Bank/Financial Institution distribution of Mutual Funds.

ix) Accelyst Solutions Private Ltd. is in the business of providing Online marketingand sales promotion solutions providing facilities to recharge online prepaid postpaidmobile phones connections DTH connections and data cards etc. distribution of mutualfund & insurance services.

x) Axis Bank UK Ltd. is the banking subsidiary of the Bank in the United Kingdom andundertakes the activities of banking.

xi) Axis Private Equity Ltd. primarily carries on the activities of managing equityinvestments and provides venture capital support to businesses.

xii) Axis Capital USA LLC. is a wholly owned subsidiary of Axis Capital Limitedincorporated in USA and provides financial services relating to equity capital marketinstitutional stock broking to institutional investors in USA.

Merger of Freecharge Payment Technologies Pvt. Ltd. (FCPTL) and Accelyst Solutions Pvt.Ltd (ASPL)

On 27th March 2018 the Board of Directors of ASPL and FCPTL had approved aScheme for Amalgamation of ASPL into and with FCPTL. ASPLand FCPTL filed the finalpetition for approval of the said merger before the National Company LawTribunal('NCLT').The appointed date for amalgamation is 7th October 2017 and the effect of thesaid merger will be given on this date or any other date as may be prescribed by the NCLT.Subsequent to the final hearing in the matter conducted during the year FCPTL receivedthe copy of the order approved by NCLT Delhi and the same was filed with the Ministry ofCompany Affairs in November 2019. However in the case of ASPL NCLT Mumbai amended theappointed date of amalgamation from 7th October 2017 to 1st April2018. Since the Scheme of Amalgamation filed by the FCPTL was already approved by NCLTDelhi with the appointed date of 7th October 2017 the order of NCLT Mumbaisanctioning the Scheme of Amalgamation could not be implemented due to discrepancy in theappointed date as aforesaid. Therefore ASPL is in the process of filing a modificationapplication before NCLT Mumbai to amend the appointed date from 1st April 2018to 7th October 2017 as originally and mutually decided by FCPTL and ASPLand asmentioned in the said Scheme of Amalgamation. Accordingly no accounting impact of theScheme has been taken in the consolidated financial statements as at 31stMarch 2020.

Merger ofAxis Finance Ltd. and Axis Private Equity Ltd.

Axis Private Equity Ltd. is in the process of amalgamating with Axis Finance Ltd. andhas submitted an application for amalgamation before the NCLT on 13th October2017. At the last hearing held in February 2020 the NCLT has fixed the matter as"reserved for order" and the order is awaited as at the Balance Sheet date.

The Bank does not have any associate company. During the year the Bank has not enteredinto anyjoint venture.

In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 as amended the Bank has prepared itsconsolidated financial statements including that of all its subsidiary companies whichforms part of this report. The financial position and performance of each of the saidsubsidiary companies are given in the Management Discussion & Analysis Report and thestatement containing the salient features of the financial statements of the saidsubsidiary companies of the Bank which is annexed to this report.

In accordance with the third proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of the Bank containing therein its standalone financial statements and theconsolidated financial statements and all other documents required to be attached theretohave also been hosted on the website of the Bank https://www.axisbank.com/shareholders-corner/shareholders-information/annual-reports.

Further in accordance with the fourth proviso to the said section the audited annualaccounts of each of the said subsidiary companies of the Bank have been hosted on thewebsite of the Bank https://www.axisbank.com/shareholders-corner/shareholders-information/annual-reports.

Any shareholder interested in obtaining a physical copy of the said financialstatements may write to the Company Secretary at the Registered Office of the Bank.Further please note that the said financial statements will also be available forinspection by the shareholders of the Bank and Trustees of Debenture holders at theRegistered Office of the Bank during business hours from 11.00 a.m. to 1.00 p.m. on allworking days except Saturdays Sundays Bank Holidays and National Holidays.

Related Party Transactions

Du ring the year the Bank has not entered into any materially significant transactionswith its Promoters Directors Management Subsidiaries or Relatives of theDirectors/Management which could lead to potential conflict of interest between the Bankand these parties other than transactions entered into in the ordinary course of itsbusiness.

Transactions entered into by the Bank with related parties in the normal course of itsbusiness were placed before the Audit Committee. There were no transactions entered withrelated parties which were not in the normal course of the business of the Bank nor werethere any transactions with related parties or others which were not on an arm's lengthbasis. Accordingly Form AOC-2 is not applicable to the Bank. A statement giving detailsof all related party transactions entered pursuant to the omnibus approval so granted isplaced before the Audit Committee for their review. The Bank has developed a StandardOperating Procedure for the purpose of identifying and monitoring such transactions.

During the year the Policy on Related Party Transactions has been reviewed by theAudit Committee and the Board and the same has been hosted on the website of the Bank at https://www.axisbank.com/shareholders-corner/corporate-governance/Compliance-Report in terms of the Listing Regulations relating to Corporate Governance.

Employee Stock Option Plan (ESOP)

Since the financial year 2000-01 the Bank has formulated and adopted Employee StockOption Schemes (ESOS) for the benefit of the eligible Employees/Managing Director &CEO and Whole Time Directors of the Bank and that of its subsidiary companies("eligible Employees/Directors") in terms of the Securities and Exchange Boardof India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999 / Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 as amended. The objective of the said ESOS is to enhance employee motivation enableemployees to participate directly or indirectly in the long-term growth and financialsuccess of the Bank to act as a retention mechanism by enabling employee participation inthe business of the Bank as its active stakeholder and to usher an 'owner- manager'culture.

In terms of the said ESOS as on date up to 265087000 stock options are availablefor grant by the Bank to the eligible Employees/Directors of the Bank and that of itssubsidiary companies. The eligibility and number of stock options to be granted to sucheligible Employees/Directors is determined on the basis of the outcome of theirperformance evaluation and such other criteria as may be approved by the Nomination andRemuneration Committee / Board from time to time.

During the period from February 2001 to January 2019 the Shareholders of the Bank hadapproved the grant of stock options as aforesaid on seven occasions. Under the first twoESOS of the Bank and in respect of the grant of stock options made by the Bank upto 29thApril 2004 the option conversion price was set at the average of the daily high-low priceof the Bank's equity shares traded during the 52 weeks preceding the date ofapproval of grant by the Nomination and Remuneration Committee/ Board prevailing on theStock Exchange which had the maximum trading volume of the Bank's equity share during thesaid period. Thereafter under the third and subsequent ESOS of the Bank and with effectfrom the said grants made by the Bank on or after 10th June 2005 the stockoption conversion price was changed to the latest available closing price of the equityshares of the Bank prevailing on the Stock Exchange which recorded higher trading volumeon the day prior to the date of approval of grant by the Nomination and RemunerationCommittee.

Pursuant to the sub-division of the equity shares of the Bank the Shareholders of theBank at the 20th Annual General Meeting held on 27th June 2014 alsoapproved the consequent adjustments to the stock options granted to the eligibleEmployees/ Directors under the various ESOS of the Bank such that all stock optionsavailable for grant (including lapsed and forfeited options available for reissue) andthose already granted but not vested and those vested but not exercised as on the recorddate fixed for the purpose of sub-division were proportionately converted into optionsbearing equity shares of the face value of ?2/- each of the Bankand the grant price of allthe outstanding stock options (unvested vested and unexercised) as on the

said record date for the purpose of sub-division were proportionately adjusted bydividing the existing grant price by 5. The record date for the said sub-division was 30thJuly 2014.

Since 24th February 2001 up to 31st March 2020 the Nominationand Remuneration Committee / Board had out of the said 265087000 stock optionsapproved the grant of 281613850 stock options (including 28003497 stock optionswhich had lapsed and were forfeited) to the eligible Employees/Directors in terms of thevarious ESOS of the Bank. The said stock options are non-transferable and vest at rates of30% 30% and 40% on each of three successive anniversaries following the date ofrespective grant subject to standard vesting and other conditions as set out in therespective ESOS of the Bank. The said stock options are required to be exercised by theconcerned eligible Employees/Directors within a period of three / five years from thedate of its respective vesting in terms of the respective ESOS of the Bank.

As of 31st March 2020 out of the said 281613850 stock options so granted228818308 stock options have been vested out of which 208444468 stock options havebeen exercised and the balance 20373840 stock options remain unexercised. Further24792045 stock options remained unvested and 28003497 stock options had been treatedas lapsed and forfeited.

There were no material changes in the Employee Stock Option Scheme(s) of the Bankduring the financial year 2019-20 and the same is in compliance with the relevantprovisions of the SEBI (Share Based Employee Benefits) Regulations 2014 as amended.

Statutory disclosures as mandated under Regulation 14 of the SEBI (Share Based EmployeeBenefits) Regulations 2014 as amended have been hosted on the website of the Bank at https://www.axisbank.com/shareholders-corner/corporate-governance/compliance-report .

Corporate Governance

The Bank is committed to achieving and adhering to the highest standards of CorporateGovernance and it constantly benchmarks itself with best practices in this regard.

The Quarterly Report on Corporate Governance has been submitted by the Bank to theStock Exchanges in terms of Regulation 27(2) of the Listing Regulations relating toCorporate Governance. The said reports have been uploaded on the website of the Bank athttps://www.axisbank.com/shareholders-corner/corporate-governance/compliance-report .

The Report on Corporate Governance for the financial year 2019-20 along with theCertificate issued by the Statutory Auditors of the Bank confirming compliance with themandatory requirements relating to Corporate Governance as stipulated under Chapter IV ofthe Listing Regulations relating to Corporate Governance forms part of this report.

The Corporate Governance framework of the Bank incorporates all the mandatoryrequirements as prescribed in the Listing Regulations. The Bank has also adopted thenon-mandatory requirements as recommended in the Listing Regulations as detailed in theReport on Corporate Governance which forms part of this report.

Information under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Bank has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The information relating to complaints received andredressed during the financial year 2019-20 is disclosed in the Report on CorporateGovernance which forms part of this report.

Directors' Responsibility Statement

The Board of Directors of the Bank hereby declares and confirms the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

a) That in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) That such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Bank as at 31st March 2020and of the profit of the Bank for the year ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Bank and for preventing and detecting fraud and otherirregularities.

d) That the annual accounts have been prepared on a going concern basis.

e) That internal financial controls to be followed by the Bank were in place and thatthe same were adequate and were operating effectively.

f) That proper system to ensure compliance with the provisions of all applicable lawswas in place and the same were adequate and operating effectively.

Annual Return

In accordance with the Companies (Amendment) Act 2017 read with Section 134(3) of theCompanies Act 2013 the Annual Return under Section 92 (3) of the Companies Act 2013can be accessed on the website of the Bank at https://www.axisbank.com/shareholders-corner/shareholders-informationand the extract of the Annual Return in Form MGT 9 is provided as an annexure to thisreport.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended in respectof Directors / Employees of the Bank is provided as an annexure to this report.

As on 31st March 2020 the Bank had 88 employees who were employedthroughout the year and were in receipt of remuneration of more than ?1.02 crores perannum and 16 employees of the Bank who were employed for part of the year and were inreceipt of remuneration of more than '8.50 lakhs per month.

In terms of Section 136 of the Companies Act 2013 the copy of the financialstatements of the Bank including the consolidated financial statements the auditor'sreport and relevant annexures to the said financial statements and reports are being sentto the Members and other persons entitled thereto excluding the information in respect ofthe said 104 employees of the Bank containing the particulars as specified in Rule 5 (2)of the said Rules which is available for inspection by the Members at the RegisteredOffice of the Bank during business hours of the Bank up to the date of the ensuing AnnualGeneral Meeting. Any Member interested in obtaining a copy thereof may write to theCompany Secretary of the Bank at its Registered Office or at shareholders@axisbank.com .

Conservation of Energy & Technology Absorption:

Conservation of Energy

Energy and natural resource conservation have been focus areas for the Bank andconscious efforts are being made towards improving energy performance year on year. ForSustainable Development Energy efficiency initiatives have been implemented acrossseveral branches and offices through energy and resource conservation projects.

The Bank ensures strict compliance with all statutory requirements and voluntarilyundertakes several sustainable steps in order to contribute towards a better environment.

i) The steps taken by the Bank for utilizing alternate sources of Energy:

(a) Implementation of Solar energy projects across select Branches / Officesaggregating ~ 7.05 MW. (Internet of Things) IOT based monitoring of power generatedthrough solar plants across rooftop over 245 branch locations.

(b) Centralised Energy Management System (CEMS) augmented to 1493 branches fromearlier 893 branches to monitor and control energy consumption.

(c) Agreement to Procure Solar power ~1MW (3.50 lakh units p.a.) under Power PurchaseAgreement Model for Banks Business Continuity Centre (Data Centre) Bangalore.

(d) Replacement of conventional lighting to LED lights in 1100 existing branches(reducing estimated annual power consumption by 1.5 MW) over and above 250 plus branchesalready completed in previous fiscal. All new branches/ offices are provided with LEDlight fittings as a standard feature.

(e) Implementation of On Grid Inverter Solution to reduce diesel consumption in ruralbranches augmented to 260 branches from earlier 100 branches. Estimated savings in Dieselconsumption works out to ~2.22 lac litres per annum.

(f) Conversion of Food/ Wet waste at Axis House Mumbai into manure through compostmachine for use in landscaping/gardening.

(g) Maintenance of unity power factor through APFC panels in auto mode for optimum useof power at Axis House Mumbai and Noida.

(h) Installation of Motion sensors for workstations and common area lighting at AxisHouse Mumbai.

(i) Re-cycling of Dry waste at Axis House Mumbai into stationery items like notepads.

(j) Daily re-cycling of 150 KL of water through Sewage Treatment Plant at Axis HouseMumbai.

(k) Reduction of water consumption at Axis House Mumbai through use of aerators.

(l) Rain Water Harvesting of ~2000 KL of water yearly at Axis House Mumbai.

(m) Savings of water consumption by use of Bio-blocks in urinals at Select LargeOffices.

(n) Installation of sensors in washbasins to optimise flow of water at Select LargeOffices.

ii) Capital Investment made on Energy Conservation Equipment:

(a) Capital Investment incurred of 79 Lacs towards implementation of On Grid Inverteracross rural Branches.

(b) LED light replacement project has been undertaken under amortization model overperiod of 5 years.

(c) CEMS project is on saving and sharing Model basis.

(d) Capital investment incurred of~ ' 71.63 Lacs towards implementation of Internet ofThing (loT) based remote solar monitoringacross245 Branches.

Technology Absorption

i) The efforts made towards technology absorption:

With the objective of making banking simple and hassle-free for customers the Bank hasundertaken various technology driven business initiatives to deliver value throughcontinuous technology adoption and innovation. During the year large scale ITtransformation was undertaken augmenting the Bank's infrastructure to further buildcapabilities. The Bank continues to upgrade its core systems for better scalabilitystability and enhanced security.

(a) The Bank's Digital Lending platform has been at the forefront of the digitalinnovation initiatives enabling quicker adoption of capabilities needed to develop anylending product. The Bank aims to leverage the platform and extend its capabilities acrossother products like Cards SME etc.

(b) By leveraging technology and digitisation to build a "full-stack" digitalfoundation the Bank is providing customers with a seamless payment and bankingexperience. The Bank's Award winning Mobile application is one of the highest ratedbanking application on Appstore. The Mobile application has been continuously evolving toprovide consistent seamless intuitive and contextual digital banking offerings.

(c) Pre-approved customers can nowavail ICC a virtual credit card which is issuedinstantaneously. The Bank has partnered with Flipkart and Freecharge to offer instantcredit card solution. Additionally the Bank provides a frictionless and time-savingexperience to customers by issuing credit cards through self-service kiosk at selectbranch locations.

(d) The Bank continues to re-invent and re-invest in technologies including mobilitycognitive intelligence application programming interface (API) banking RPA and AI/ML todevelop winning propositions for its customers. In order to drive seamless integrationwith partners Bank's Open API platform has been further enhanced to onboard merchantsthereby generating more business and driving volumes. The Bank has future scaled theadoption of robotics process automation and Artificial Intelligence/Machine Learningaugmenting operational efficiency higher accuracy and reduction in processing time whileserving customers. To leverage customer's historical behavior and sharpen their productofferings Bank is upgrading its Big Data Lake platform to provide enhanced analytics anddata processing capabilities.

(e) The Bank has also embarked on its journey of re-architecting its technologyinfrastructure to be Cloud native providing the necessary agility speed and elasticityfor scale. To improve Branch network and address infrastructure limitations in remotegeographies the Bank has empanelled multiple national level large reach providers andlocal broadband providers. The Bank has also invested in software defined data centers andnetwork which will enhance Branch bandwidth exponentially.

(f) The Bank pursues a holistic cyber security program with a comprehensive CyberSecurity Policy and Standards based on industry best practices in compliance withregulatory guidelines. The Bank has deployed its cyber security structure and frameworkbased on National Institute of Standards and Technology (NIST) Standard. The Bank's cybersecurity framework is built and operated around five fundamental areas including IdentifyProtect Detect Respond and Recover. The Bank is compliant with IS027001 and PCIDSSstandards. The Bank has a 24x7 Security Operations Centre and Cyber Security OperationsSystem.

(g) Following the present COVID-19 Pandemic situation the Bank has been committed toprovide uninterrupted services to its customers. The Bank has actively encouraged largescale Work-From-Home mandate and has provided all enablement necessary to support itsemployees to efficiently perform their duties. The Bank has allocated laptops activatedVPN/VDI connections along with application access and triggered enterprise mobility andcollaborative tools to all critical employees to enhance productivity and ensure seamlesscollaboration. The Bank also swiftly made changes necessary for RBI moratorium across allapplicable systems.

(h) Additionally the Bank mobilized its service architecture and taskforce to providenecessary support to customers and employees whilst continuing to focus on developmentefforts of strategic initiatives.

ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

As organization transitions to a dual-speed structure the focus is on balancingdevelopment of new age products with strengthening of the core applications. Thedual-speed structure will address front-end and back-end needs to improve end userexperience at the same time improve time-to-market by agile DevOps methodologiesadoption.

In addition to investing in new age products and initiatives as stated above the Bankhas also undertaken several key initiatives to upgrade its core applications like FinacleFinnOne Prime among others to help scale up to the requirements. The core infrastructureis also being upgraded to deliver a 24 x 7 availability of services to end users. The Bankis looking at monitoring the performance of all key parameters across applications toensure a consistent and delightful customer experience. The monitoring also providesinsights into improvement areas that will continuously be worked on over a period of time.The Bank is also actively looking at using open technology platforms which providereliability and agility which will help reduce the overall cost of licensing and AMS.With Intelligent Automation the Bank has created Bot store and Al model store whileautomating 300+ processes and 1700+jobs; thereby benefiting in FTE cost savings TAT &error reduction and auto scale up/down to manage volume fluctuation.

iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial yea

(a) The details of technology imported

1. No hardware procurements have been made in foreign currency.

2. Software licenses and upgrades have been procured over the past 3 financial yearsdetailed as under.

(b) The year of import:

The details for the Financial Years 2017-18 2018-19 and 2019-20 are provided below:

PO IssueYear Currency Paid Amount
FY17-18 USD 734180
FY18-19 USD 1763702
FY 19-20 USD 375000
Total 2872882

(c) Whether the technology been fully absorbed:

All licenses procured have been put to use.

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: NA.

iv) The expenditure incurred on Research and Development: Nil

Foreign Exchange Earning and Outgo:

The provisions relating to Section 134(3)(m) of the Companies Act 2013 on particularsrelating to Foreign Exchange Earning and Outgo are not applicable to a Banking Company assuch no disclosure is being made in this regard

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