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IndusInd Bank Ltd.

BSE: 532187 Sector: Financials
NSE: INDUSINDBK ISIN Code: INE095A01012
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VOLUME 51319
52-Week high 1275.25
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P/E 17.13
Mkt Cap.(Rs cr) 89,772
Buy Price 1157.55
Buy Qty 3.00
Sell Price 1158.00
Sell Qty 70.00

IndusInd Bank Ltd. (INDUSINDBK) - Director Report

Company director report

The Board of Directors of the Bank have pleasure in presenting the Twenty-seventhAnnual Report covering business and operations of the Bank together with the AuditedFinancial Statements for the year ended March 31 2021.

The financial performance for the year ended March 312021 is summarized as under:

(Rs. in crores)
Particulars As on March 31 2021 As on March 31 2020
Deposits 256204.96 202039.81
Advances 212595.41 206783.17
Operating Profit (before Depreciation and Provisions and Contingencies) 12032.08 11050.68
Net Profit 2836.39 4417.91

The financial year under review was severely impacted by the COVID-19 pandemic as theentire world was affected in a manner unseen for more than a century. The beginning of thefinancial year witnessed a country-wide lockdown which was lifted in phases since June2020. From the unprecedented low level of economic activity and a technical recession inH1 FY 2020-21 the economy started a swift recovery on the back of fiscal measures takenby the Government of India and monetary policy support and regulatory forbearancesprovided by the Reserve Bank of India. While the economic recovery was progressing welltowards the end of the year a second and more virulent wave of the pandemic has affectedsome parts of the country.

During the year the Bank embarked on multiple initiatives to fortify the Balance Sheetsuch as expanding and granularising the deposit franchise rebalancing the loan book witha moderate growth year on year improving the rating and tenor profile of the loan bookand augmenting capital and provision buffers to build resilience. The business of the Bankimproved with Deposits growing by 26.81% and Advances by 2.81% over the previous year.

Operating Profit (before Depreciation and Provisions and Contingencies) rose by 8.88%to Rs.12032.08 crores as compared to Rs.11050.68 crores in the previous year.

The Bank significantly increased the provision buffers prudentially so as to mitigateany potential impact arising out of the pandemic. The total Provisions and Contingenciesrecognised in the Profit and Loss account during the year were Rs.8890.28 crores anincrease of 40% over Rs.6354.80 crores recognized during the previous year. Consequentlythe Net Profit of the Bank for the year under review after considering all expenses andProvisions and Contingencies amounted to Rs.2836.39 crores as against Rs.4417.91crores in the previous year.

Appropriations

The Directors recommend appropriation of Profit as under:

(' in crores)
Operating Profit before Depreciation and Provisions and Contingencies 12032.08
Less: Depreciation on Fixed Assets 305.41
Less: Provisions and Contingencies inclusive of Income Tax 8890.28
Net Profit 2836.39
Profit Brought Forward 13483.66
Amount available for Appropriation 16320.05
Transfer to Statutory Reserve 709.10
Transfer to Capital Reserve 130.01
Dividend (including Tax on Dividend) -
Deduction during the year (480.44)
Total Appropriations 391.45
Balance carried over to Balance Sheet 15928.61

Dividend

The Earning Per Share of the Bank during the year amounted to Rs.38.75.

The RBI vide its Circular dated April 22 2021 advised that banks may pay dividend onequity shares from the profits for the financial year ended March 31 2021 subject to thequantum of dividend being not more than fifty percent of the amount determined as per thedividend payout ratio prescribed in Circular dated May 4 2005. Accordingly the Board ofDirectors in their meeting held on April 30 2021 have proposed dividend of Rs.5 perequity share. This proposal is subject to the approval of the shareholders at the ensuing27th Annual General Meeting.

Members may note that the Bank did not declare dividend for the year ended March312020 in compliance with RBI Circulars dated April 17 2020 and December 4 2020.

Financial Performance and state of the affairs of the Bank

The year under review was the first year of the new Triennial Planning Cycle of theBank (Planning Cycle 5 for Financial Years 2020-23) with the theme "Digitize toDifferentiate Diversify and Create Domain Expertise Underscored by Sustainability(4D+S)". In view of the pandemic the focus of the Bank during the year under reviewwas in building resilience fortifying the balance sheet improving the loan book profileand granularising the deposit franchise. While Deposits grew by 26.81% year- on-year theAdvances grew only by 2.81% over the previous year and the Bank continued to be liquid. Alarge part of the retail customers and some of the corporate customers who were impactedby the pandemic availed of the moratorium offered by the Bank on payment of instalmentsand interest in accordance with the RBI guidelines and the loan origination activity waslargely subdued.

The Total Income of the Bank for the year under review grew by 5.66% to Rs.20086.51crores from Rs.19010.05 crores. Net Interest Income increased by 12.18% to Rs.13527.89crores from Rs.12058.74 crores.

In view of the low level of economic activity the Non-Interest Income fell 5.65% toRs.6558.61 crores from Rs.6951.31 crores. Core Fee Income such as commission exchangeloan processing and account management fees fees on Investment Banking and distributionof third-party products and earnings from foreign exchange business declined by 19.13% toRs.4679.22 crores from Rs.5785.83 crores during the previous year.

Abundant liquidity available in the system kept the interest rates in a narrow range.While Yield on Advances fell marginally to 11.84% as compared to 11.98% in the previousyear the Cost of Deposits registered a sharper decline to 5.38% from 6.51% a year ago.Consequently the Net Interest Margin for the year improved to 4.17%.

The Bank expanded its branch network to reach 2015 branches/banking outlets asagainst 1911 branches/banking outlets at the beginning of the year. The extended networkof the Bank comprised 2872 ATMs 2289 branches of Bharat Financial Inclusion Limited(BFIL) and 828 outlets of IndusInd Marketing and Financial Services Private Limited anassociate entity. Revenue per employee during the year improved to Rs.67.72 lakhs.

On account of the significant prudential provision buffers added during the year theNet Non-Performing Assets of the Bank improved to 0.69% as on March 312021 as compared to0.91% a year ago. Return on Assets for the year stood at 0.90%.

Some of the significant events during the year are listed below:

• In June 2020 consequent to the rating downgrade of the issuer rating of theGovernment of India by a notch Moody's Investors Service downgraded the long-term localand foreign currency deposit ratings of IndusInd Bank to Ba1 from Baa3 the BaselineCredit Assessment to ba2 from ba1 and the outlook was considered negative. Driven byimprovement in the capital and funding franchise and marginal asset quality deteriorationbecause of the economic disruptions from the pandemic in March 2021 Moody's affirmed thelong term local and foreign currency deposit rating of the Bank at Ba1 while adjustingthe Baseline Credit Assessment to ba2 and revising the outlook to stable from negative.

• Reserve Bank of India made multiple policy interventions aimed at the macroeconomy as well as diverse groups of borrowers so as to mitigate the adverse effect ofthe COVID pandemic. In accordance with RBI Circulars dated March 27 2020 April 17 2020and May 23 2020 a moratorium on loan instalments and interest payable up to six monthsduring the period March 12020 until August 312020 was offered to eligible borrowers. Themoratorium period led a freeze in the days-past-due status and NPA classification. Inorder to facilitate revival of real sector activities and mitigate the impact on theultimate borrowers RBI Circular dated August 6 2020 provided a window under thePrudential Framework enabling the Bank to implement a Resolution Plan in respect ofeligible corporate exposures while classifying such exposures as Standard subject tocertain specified conditions.

• On September 3 2020 vide an interim order the Hon'ble Supreme Court of Indiabarred banks from recognizing new NPA accounts. On March 23 2021 the Hon'ble SupremeCourt pronounced its judgment in the matter and ordered waiver of interest on interestduring the moratorium period on all loan accounts irrespective of whether moratorium wasextended or not and the embargo on NPA recognition vide the interim order was alsovacated. In conformity with the SC judgement RBI on April 7 2021 advised that alllending institutions shall put in place a Board approved policy to refund/adjust theinterest on interest compound interest and/or penal interest charged to the borrowersduring the moratorium period i.e. between March 12020 and August 312020. As suggestedin the RBI Circular the Indian Banks Association provided a common methodology forcalculation of the amount to be refunded/adjusted for different facilities andaccordingly the Bank assessed the impact and created a provision of Rs.30 crores to berefunded/credited to various borrower accounts.

• In order to provide relief to retail borrowers in select segments theDepartment of Financial Services Govt. of India announced on October 23 2020 anex-gratia scheme for payment of difference between compound interest and simple interestfor six months between March 12020 and August 312020. Accordingly by the due date ofNovember 5 2020 the Bank credited the borrower accounts for an amount of Rs.121 croresto eligible borrowers and filed a claim with the State Bank of India the nodal agency. OnMarch 312021 the Government of India reimbursed the Bank fully.

Performance of Subsidiary and Associate Company

During the year under review Bharat Financial Inclusion Limited (BFIL) thewholly-owned subsidiary of the Bank earned revenue of Rs.1316.66 crores as againstRs.881.63 crores earned during the previous year. The Net Profit for the year under reviewamounted to Rs.153.48 crores as against Rs.39.95 crores for the previous year. As aBusiness Correspondent undertaking the strength of BFIL lies in its talent pool oftrained and motivated employees that stood at 27561 as on March 31 2021.

IndusInd Marketing and Financial Services Private Limited (IMFS) is an AssociateCompany of the Bank as 30% of its share capital is held by the Bank. IMFS is engaged inthe business of providing manpower services and during the year under review earned arevenue of Rs.300.59 crores as against Rs.329.23 crores earned in the previous year. Thenet profit earned by IMFS during the year under review amounted to Rs.0.88 crores asagainst Rs.1.05 crores earned in the previous year. IMFS had 12255 employees on its rollsas on March 312021.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 8 of Companies(Accounts) Rules 2014 the Bank has drawn up a Consolidated Financial Statement includingthe Financial Statement of its Subsidiary Company and Associate Company and suchConsolidated Financial Statement is included in this Annual Report.

In accordance with the fourth proviso to Section 136(1) of the Companies Act 2013 theStandalone Financial Statements and the Consolidated Financial Statement includingaudited accounts of BFIL and IMFS and all other documents required to be attached theretohave been hosted on the website of the Bank at:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

A Statement containing the salient features of the financial position of the Subsidiaryand Associate Company in Form AOC-1 is enclosed as 'Annexure' to the Financial Statements.

The Bank does not have any joint venture company and the subsidiary is not a materialsubsidiary in terms of SEBI (LODR) Regulations.

Share Capital

In the Extraordinary General Meeting held on August 25 2020 the members approvedPreferential Allotment of equity shares of '10 each fully paid at a price of Rs.524 perequity share to five Qualified Institutional Buyers and two corporate entities includingone of the promoters. Accordingly in compliance with the applicable laws and regulations47629768 equity shares were allotted on September 2 2020 to the QualifiedInstitutional Buyers and 15117477 equity shares were allotted on September 4 2020 totwo corporate entities pursuant to the approval of the Finance Committee on therespective dates.

Consequently the equity share capital of the Bank increased by Rs.62.75 crores andshare premium account by Rs.3196.39 crores net of share issue expenses.

Pursuant to the Composite Scheme of Arrangement with Bharat Financial InclusionLimited the Bank allotted 15770985 Share Warrants to the Promoters of the Bank on July6 2019 on receipt of the subscription amount at 25% of the price of Rs.1709 per ShareWarrant. Each Share Warrant was convertible to one equity share of the Bank fully paidupon exercise of the option by paying the remaining amount. On February 18 2021 thepromoters exercised the option of conversion and paid Rs.2021.45 crores being theremaining consideration of 75% of the price of Share Warrants. Consequently the Bankallotted 15770985 equity shares of Rs.10 each fully paid at a price of Rs.1709 perequity share and the share capital increased by Rs.15.77 crores and share premium byRs.2679.49 crores.

During the year 1318331 equity shares of Rs.10 each fully paid were allotted onvarious dates to the employees who exercised their stock options and consequently theshare capital of the Bank increased by Rs.1.32 crores and share premium by Rs.53.05crores.

The Bank has not issued any equity shares with differential voting rights.

Debentures

The Bank did not issue any debentures during the year under review.

Being a Scheduled Commercial Bank compliance with SEBI Circular No.:SEBI/HO/DDHS/CIR/P/2018/144 dated November 26 2018 on fund-raising by issuance of DebtSecurities by Large Entities is not applicable to the Bank.

In compliance with Regulation 53 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the names of the Debenture Trustees with their contactdetails are given below:

Trustee I:

Name of Debenture Trustees: Catalyst Trusteeship Limited (formerly GDA TrusteeshipLtd.)

Address : GDA House S. No. 94/95 Plot No. 85 Bhusari Colony (Right) Paud Road Pune - 411038 Maharashtra India.
Website : www.catalysttrustee.com
E-mail : dt@ctltrustee.com
Trustee II:
Name of Debenture Trustees : Beacon Trusteeship Limited
Address : 4C&D Siddhivinayak Chambers Gandhi Nagar Opp. MIG Club Bandra (East) Mumbai - 400 051.
Website : www.beacontrustee.co.in
E-mail : info@beacontrustee.co.in

Tier 2 Capital

The Bank did not issue any Tier 2 Capital instruments during the year. As on March312021 the value of outstanding Tier 2 Capital instruments is Nil.

Deposits

The Bank is a banking company governed by the Banking Regulation Act 1949 and assuch the provisions of the Companies Act 2013 relating to acceptance of Public Depositsare not applicable.

Capital Adequacy

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

Particulars March 31 2021 March 31 2020
i) Capital Adequacy Ratio (CRAR) 17.38% 15.04%
ii) CRAR- Common Equity Tier 1 Capital 15.55% 13.22%
iii) CRAR- Tier 1 Capital 16.83% 14.57%
iv) CRAR- Tier 2 Capital 0.55% 0.47%

Credit Ratings

Instruments Rating Rating Agency
Domestic Ratings
Infra Bond program AA+ CRISIL
Additional Tier I Bond Program AA CRISIL
Certificates of Deposit Program A1 + CRISIL
Short Term FD Program A1 + CRISIL
Senior Bonds program AA+ India Ratings and Research
Additional Tier I Bond Program AA India Ratings and Research
Short Term Debt instruments A1 + India Ratings and Research
International Ratings
Senior Unsecured MTN Programme Ba1 Moody's Investors Service

Bank's Directors

The Bank's Board comprised eight Directors as on March 31 2021 viz. Mr. Arun TiwariNon-Independent Non-Executive Part-time Chairman six Independent Non-ExecutiveDirectors viz. Mr. Shanker Annaswamy Dr. T. T. Ram Mohan Mrs. Akila Krishnakumar Mr.Rajiv Agarwal Mr. Sanjay Asher and Mrs. Bhavna Doshi and Mr. Sumant Kathpalia ManagingDirector & CEO.

Mr. Sanjeev Kumar Asthana had resigned from the Bank's Board with effect from the closeof business hours on July 27 2020 owing to his acceptance of a new role as the CEO of acorporate impacting his being a Director in the Bank's Board with specialisedknowledge/practical experience in Agriculture & Rural Economy as laid down in theBanking Regulation Act 1949.

(a) Non-Executive Independent Directors

All Independent Directors have submitted Declarations that they meet the criteria ofindependence as laid down under sub-section (6) of Section 149 of the Companies Act 2013.In compliance with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and based on these Declarations the following Non-Executive Directorscontinue to be identified as Independent Directors as on March 312021:

(i) Mr. Shanker Annaswamy

(ii) Dr. T. T. Ram Mohan

(iii) Mrs. Akila Krishnakumar

(iv) Mr. Rajiv Agarwal

(v) Mr. Sanjay Asher

(vi) Mrs. Bhavna Doshi

In addition the Bank's Board of Directors have pursuant to Regulation 25(9) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 obtained Certificatefrom M/s Bhandari & Associates Practicing Company Secretaries that the aforesaidDirectors meet the 'Criteria of Independence' and are independent of the Management. TheCertificate submitted by M/s Bhandari & Associates is furnished at Annexure Iand forms an integral part of this Report.

(b) Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 read with Rule 3of the Companies (Appointment and Qualification of Directors) Rules 2014 and Regulation17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 specifiedcompanies are required to have at least one Woman Director in their Board.

Mrs. Akila Krishnakumar (DIN: 06629992) who joined the Board on August 10 2018 isa Non-Executive Independent Woman Director and Chairs some important Committees of theBoard.

Mrs. Bhavna Doshi (DIN: 00400508) who joined the Board on January 14 2020 is aNon-Executive Independent Woman Director and Chairs the Stakeholders' RelationshipCommittee.

(c) Chairman of the Board

Mr. Arun Tiwari (DIN: 05345547) assumed charge as Part-time Non-Executive Chairmanof the Bank with effect from January 312020 and shall hold office for a period of threeyears up to January 30 2023 as approved by the Reserve Bank of India.

Mr. Tiwari was earlier appointed as Independent Non-executive Director in the Board ofthe Bank on August 10 2018. Mr. Arun Tiwari's directorship was reclassified asNon-Executive Non- Independent with effect from October 15 2019.

The Shareholders had at the Bank's 26th Annual General Meeting held on September 252020 approved the appointment of Mr. Arun Tiwari as Non-Executive Non-IndependentPart-time Chairman for a period of three years with effect from January 312020.

(d) Managing Director & CEO

Mr. Sumant Kathpalia (DIN: 01054434) was appointed as Managing Director & CEOof the Bank with effect from March 24 2020.

The Shareholders had at the Bank's 26th Annual General Meeting held on September 252020 approved the appointment of Mr. Sumant Kathpalia as Managing Director & CEO ofthe Bank for a period of three years with effect from March 24 2020.

(e) Details of Directors seeking Appointment/Re-appointment/Directors retiring byrotation at the forthcoming AGM

(i) Appointment

Mr. Jayant Deshmukh (DIN: 08697679) was appointed 'Additional Director' in thecategory of Non-Executive Independent Director in the Bank's Board on July 24 2021.

Approval of the shareholders is being requested by the Board for the appointment of Mr.Jayant Deshmukh as Non-Executive Independent Director in the Board of the Bank by passingof an Ordinary Resolution at the ensuing Annual General Meeting.

(ii) Re-appointment

None of the Directors of the Bank are liable for re-appointment at the ensuing AGM.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR:

The Bank did not appoint Independent Directors during the year 2020-21.

(iii) Retirement by Rotation

Section 152(6) of the Companies Act 2013 provides that not less than two-thirds of thetotal number of directors of a public company shall be liable to retire by rotation andthat one-third of such directors shall retire from office at every Annual General Meeting(AGM) of the Bank.

In accordance with the provisions of the Companies Act 2013 Mr. Arun Tiwari (DIN:05345547) Non-Executive Non-Independent Part-time Chairman of the Bank shall be theDirector liable to retire by rotation.

Approval of the shareholders is requested by the Board for the re-appointment of Mr.Arun Tiwari who retires by rotation and being eligible offers himself forre-appointment.

As required under Regulation 36(3) of the Listing Regulations particulars of theDirectors retiring by rotation and seeking appointment re-appointment on retirement byrotation are given in the annexure to the Explanatory Statement attached to the Notice ofthe AGM.

None of the Directors have been disqualified from being appointed as 'Director'pursuant to Section 164 of the Companies Act 2013 or under any other law.

The Board of Directors have received a Certificate from M/s. Bhandari & AssociatesPracticing Company Secretaries pursuant to Regulation 34(3) read with Schedule V para Cclause 10 (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 that none of the Directors on the Board of the Bank have been debarred ordisqualified from being appointed or continuing as Directors on the Board by SEBIMinistry of Corporate Affairs or any other Statutory Authority.

(f) Cessation of Directorship

Mr. Sanjeev Kumar Asthana (DIN: 00048958) had resigned from the Bank's Board witheffect from the close of business hours on July 27 2020 owing to acceptance of a newrole as the CEO of a corporate impacting his being Director in the Bank's Board withspecialised knowledge/practical experience in Agriculture & Rural Economy as laiddown in the Banking Regulation Act 1949.

The Board of Directors wish to place on record their appreciation for the valuablecontributions made by Mr. Sanjeev Kumar Asthana in the deliberations in the Board meetingsduring his tenure as Director of the Bank.

(g) Cessation of Director after the end of the year and upto the date of the Report

None of the Directors had demitted office after the end of the year and up to the dateof this Report.

Board and Committee Meetings

During the year nineteen meetings of the Board of Directors and twelve meetings of theAudit Committee of the Board were held the details of which are given in the CorporateGovernance Report which forms an integral part of this Report.

Mrs. Bhavna Doshi was appointed as Member of the Audit Committee with effect from May9 2020. As on March 312021 the constitution of the Audit Committee comprised Mr.Sanjay Asher as Chairman Mr. Arun Tiwari Mr. Shanker Annaswamy and Mrs. Bhavna Doshi asMembers.

There have not been any instances during the year when recommendations of the AuditCommittee were not accepted by the Board.

Details of the composition of the Board and of all its Committees the Meetings heldand attendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and the SEBI (LODR) Regulations.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theNomination & Remuneration Committee of the Board had laid down the criteria forPerformance Evaluation of the Board as a whole Committees of the Board Directorsindividually and of the Chairman as well as the process of evaluation.

The Bank has aligned its Board Evaluation Framework in line with the Guidance Note onBoard Evaluation issued by SEBI as per Circular dated January 5 2017.

The Board of Directors have on the recommendation of the Nomination & RemunerationCommittee engaged an external Independent Professional for conducting the PerformanceEvaluation exercise.

The Board of Directors has carried out the annual evaluation of the performance of theBoard as a whole Individual Directors including Independent Directors Non-IndependentDirectors the Chairman and the Committees of the Board.

The performance of the Board as a whole Committees of the Board Directorsindividually and of the Chairman has been evaluated/reviewed by the Nomination &Remuneration Committee Committee of Independent Directors and by the Board of Directors.

The Board has formulated a Policy on Performance Evaluation which details the variousaspects that are to be considered for evaluating the Directors including but not limitedto attendance participation in the meeting contribution towards strategies of the Boardetc.

The Policy provides guidelines for the individual Directors to evaluate the Board itsCommittees and individual directors.

The Policy on Performance Evaluation is available on the website of the Bank at:https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

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

Policy on Appointment and Selection of Directors

The Board of Directors are at the helm of the Bank and an enlightened Board creates aculture of leadership and provides a long-term policy approach to improve the quality ofgovernance.

The Policy on Appointment & Selection of Directors has been framed in compliancewith Section 178 of the Companies Act 2013 and other applicable regulations under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Banking RegulationAct 1949.

The Policy shall act as a guideline for the Nomination & Remuneration Committee fordetermining the qualifications positive attributes independence of Directors and mattersrelated thereto to recommend appointment and removal of Directors to the Board of theBank.

The Policy on Appointment & Selection of Directors is hosted on the website of theBank at: https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

Familiarization Programs for Independent Directors

Various programs were undertaken for familiarizing the Independent Directors of theBank details of which are disclosed in the Corporate Governance Report which forms partof this Report.

Change in Key Managerial Personnel

During the financial year 2020-21 there was no change in Key Managerial Personnel.

System for Internal Financial Controls and its Adequacy

The Bank operates in a fully computerised environment with a Core Banking Solutionsupported by diverse application platforms for handling special businesses such asTreasury Trade Finance Credit Cards Retail Loans etc. The process of recording oftransactions in each of the application platforms is subject to various forms of controlssuch as in-built system checks Maker - Checker authorisations independentpost-transaction reviews etc. The Financial Statements are prepared based on computersystem outputs. The responsibility of preparation of Financial Statements is entrusted toa dedicated unit which is completely independent. This unit does not originate accountingentries except for limited matters such as Share Capital Taxes and Transfers toReserves. The Bank has implemented adequate procedures and internal controls which providereasonable assurance regarding reliability of financial reporting and preparation ofFinancial Statements and that such internal financial controls were adequate and wereoperating effectively during the year.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy and technology absorption pursuant to Section134(3)(m) of the Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts)Rules 2014 is mentioned elsewhere in this Report. The other StatutoryInformation/Disclosures required to be given under the Banking Regulation Act 1949 andthe Companies Act 2013 as applicable to the Bank have been laid out in theSchedules/Notes attached and forms part of the Balance Sheet and the Profit and LossAccount.

Conservation of Energy:

Considering the nature of its activities as an entity in the Financial Services sectorthe Bank has voluntarily taken steps towards conservation of energy details of which arefurnished in Principle 6 of Section E of the Business Responsibility Report.

Technology Absorption:

The Bank has made optimum use of Information Technology in its operations. Detailspertaining to Technology Absorption have been explained in the Management and DiscussionAnalysis Report which forms an integral part of the Annual Report.

Foreign Exchange Earnings and Outgo:

The provisions relating to 134(3)(m) of the Companies Act 2013 on particularsrelating to Foreign Exchange Earnings and Outgo are not applicable to a Banking companyand as such no Disclosure is being made in this regard.

Risk Management

The Bank has an Enterprise-wide Risk Management (ERM) framework in place. Theintegrated Risk Management Department covers Credit Risk Market Risk Assets-LiabilitiesManagement (ALM) and Operational Risk across all verticals independent of businessfunctions.

Risk Management functions in the Bank have been aligned with industry best practicessupported by advanced risk measurement and analytical systems which enable proactive riskmanagement and monitoring. Risk Management is continually enhanced in line with changes inoperating environment and regulations.

The Bank has a comprehensive framework of Risk Management Policies which specify therisk appetite risk measurement methodologies and monitoring and control measures for therespective business segments. The policies have been designed keeping risk appetite as thecentral objective and business strategies have been aligned to risk policies.

The Bank has set up a Board-level Committee viz. 'Risk Management Committee' toexamine risk policies and procedures developed by the Bank and monitor adherence to riskparameters and prudential limits set for different portfolios/products/ segments.

Details of Risk Management Models and Frameworks implemented by the Bank are mentionedin the 'Management Discussion and Analysis Report'

Vigil Mechanism/Whistle Blower Policy

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

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

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

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

The Bank's Whistle Blower Policy is in synchrony with all statutory and regulatoryguidelines on Vigil Mechanism.

Further details about the Vigil Mechanism are furnished in the Report on CorporateGovernance and the current Whistle Blower Policy of the Bank is available on the Bank'swebsite at the under-mentioned link:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html >Policies & Codes >> Whistle Blower Policy

Reporting of Fraud by the Auditors

During the year under review there were no instances of fraud reported by the Auditorspursuant to Section 143(12) of the Companies Act 2013 to the Audit Committee or the Boardof Directors.

Statutory Auditors

M/s Haribhakti & Co. LLP Chartered Accountants were appointed Statutory Auditorsin the 26th Annual General Meeting held on September 25 2020 for a period of one yearuntil the conclusion of the next Annual General Meeting. In accordance with extantGuidelines they are eligible to be reappointed for one more year and accordingly it isproposed to reappoint M/s Haribhakti & Co. LLP Chartered Accountants (ICAI FirmRegistration Number 103523W/W100048) as one of the Joint Statutory Auditors of the Bankfrom the conclusion of this AGM until the conclusion of the next AGM.

Further M/s M. P. Chitale & Co. Chartered Accountants (ICAI Firm RegistrationNumber 101851W) are proposed to be appointed as one of the Joint Statutory Auditors of theBank for a period of three years commencing from the conclusion of this AGM until theconclusion of the 30th Annual General Meeting that would be held during FY2024-25 subject to the approval of the RBI on annual basis from the conclusion of the 28thAGM.

Independent Auditors' Report

M/s Haribhakti & Co. LLP. Statutory Auditors of the Bank have audited theaccounts of the Bank for the year 2020-21 and their Report is annexed. Pursuant to Section143(3)(i) of the Companies Act 2013 the Statutory Auditors have also reported on theadequacy and operating effectiveness of internal financial controls system over financialreporting which has been enclosed as 'Annexure' to the Independent Auditors'Report.

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

There are no qualifications reservations or adverse remarks or disclaimers made in theAuditors' Report.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Bank has appointed M/s Bhandari& Associates Company Secretaries in Practice to undertake Secretarial Audit of theBank for FY 2020-21. The Secretarial Audit Report submitted by M/s Bhandari &Associates is furnished at Annexure II and forms an integral part of this Report.

The Secretarial Audit Report submitted by M/s Bhandari & Associates for FY 2020-21does not contain any qualification reservation or adverse remark.

Employees Stock Option Scheme

The Bank had instituted the Employees Stock Option Scheme (ESOS-2020) to enable itsemployees including Whole-time Directors to participate in the future growth of theBank. Under the Scheme Options can be granted which upon exercise could give rise to theissuance of a number of shares upto 7% of the issued Equity Capital of the Bank from timeto time. The eligibility and number of Options to be granted to an employee is determinedon the basis of criteria laid down in the Scheme and is approved by the CompensationCommittee of the Board of Directors.

Pursuant to a Composite Scheme of Arrangement with the erstwhile Bharat FinancialInclusion Limited the shareholders of the Bank approved the IBL Special Incentive ESOSfor BFIL Merger 2018 (ESOS 2018) on December 112018. ESOS 2018 was approved with a poolof 5750000 options which are equity settled 50% of the options vest over a period ofthree years from the grant date and the remaining options vest over a period of threeyears from the first anniversary of the grant date. Upon vesting the options have to beexercised within a maximum period of five years.

As at March 31 2021 the Compensation Committee of the Bank has granted a total of51015642 Options that includes 45727836 options granted under ESOS 2020 and5287806 options granted under ESOS 2018

Statutory disclosures as required by SEBI (Share Based Employee Benefits) Regulations2014 are given at Annexure III and form an integral part of this Report.

The Annual Certificate on compliance with SEBI (Share Based Employee Benefits)Regulations 2014 issued by Statutory Auditors of the Bank shall be made available on thewebsite of the Bank on the day of the AGM.

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

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.indusind.com/in/en/investors/investor-landing/investor-resources.html

Disclosure on compliance with Secretarial Standards

The Bank has complied with the provisions of all applicable Secretarial Standardsissued by the Institute of Company Secretaries of India and has systems which are adequateand are operating effectively.

Maintenance of Cost Records

Being a Banking Company the Bank is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act 2013.

Other Disclosures

(i) Details of application made or any proceedings pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year along with their status as at the endof the financial year under review:

Pan No. Borrower Date of filing Date of admission Is the case filed under RBI direction Resolution status Remarks
AAACC1921B Cox & Kings Ltd. - (Borrower) Cox and Kings Global Services Pvt Ltd. (Corporate Guarantor) 29.06.2020 No Yet to be admitted In the matter of Cox & Kings Limited (borrower) the Bank has filed an application u/s 7 of IBC against the Corporate Guarantor - Cox & Kings Global Services Ltd. for Principal Liability of Borrower on 29.06.2020 before Mumbai NCLT which is pending for admission.
AAACG0108J Gallium Industries Ltd 30.06.2017 21.07.2017 No Liquidation order passed The liquidation Order was passed on 1 7.1 2.201 8. The liquidator has sold all the assets and distributed the amount to the stakeholders as per claims. The liquidator is in the process of closure of all accounts and dissolution of the company.
The matter is scheduled for hearing on August 26 2021.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them the Directors make the following statement in terms ofSection 134(3)(c) and 134(5) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts for the year ended March 312021the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and that judgments and estimates have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Bank as at March 312021 and of the profit of the Bank for the year endedon 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 frauds and otherirregularities;

(d) that the Annual Financial Statements have been prepared on a 'going concern' basis;

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

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return of the Bank as on March 312021 in the prescribed Form MGT-7 is availableon the Bank's website at the link:https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

Particulars of Employees

The Bank had 29661 employees on its rolls as on March 31 2021.

58 employees employed throughout the year were in receipt of remuneration of Rs.1.02crore per annum or more and 12 employees employed for the part of FY 2021 were in receiptof remuneration of Rs.8.50 lakh per month or more.

The information containing particulars of employees pursuant to Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. However the information isnot being sent along with this Annual Report to the Members of the Bank in line with theprovision of Section 136 of the Companies Act 2013. Members who are interested inobtaining the Annexure may please send an email to the Company Secretary atinvestor@indusind.com.

None of the employees hold (by himself or along with his spouse and dependent children)more than two percent of the Equity Shares of the Bank.

Details pursuant to remuneration of Directors and Employees in terms of Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 including the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 are given at Annexure IV andform an integral part of this Report.

Policy on Remuneration to Non-Executive Directors

In line with the guidelines contained in RBI Circular dated June 12015 on compensationof Non-Executive Directors of private sector banks and the approval of the Board ofDirectors of the Shareholders and of the Reserve Bank of India wherever applicableremuneration of Rs.10 lakhs per annum was paid to Non-Executive Directors in the form ofProfit-related Commission in addition to Sitting Fees paid for attending meetings of theBoard and of various Board Committees.

In line with the guidelines contained in the above-referred RBI Circular Mr. ArunTiwari Non-Independent Non-Executive Parttime Chairman of the Bank is paid remunerationof Rs.30 lakhs per annum as approved by the Nomination & Remuneration Committee ofthe Board the Board of Directors and by the Reserve Bank of India.

The annual remuneration payable to a single Non-Executive Director does not exceed 50%of the total annual remuneration payable to all Non-Executive Directors.

No Stock Options were granted to the Non-Executive Directors.

The 'Policy on Remuneration to Non-Executive Directors' is hosted on the Bank's websiteat the link given below:https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

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

RBI vide its Circular dated April 26 2021 has permitted for higher payment ofcompensation to Non-Executive Directors (NEDs) in the form of a fixed remunerationcommensurate with an individual Director's responsibilities and demands on time and whichare considered sufficient to attract qualified competent individuals subject to maximumof Rs.2000000 per annum.

A proposal for payment of compensation to each Non-Executive Director [excluding theNon-Executive (Part-time) Chairperson] of the Bank by way of fixed remuneration notexceeding Rupees Rs.2000000/- (Rupees Twenty Lakhs) per annum with effect from theFinancial Year 2021-2022 is being placed for approval of the Shareholders at the ensuingAGM.

Particulars of Loans Guarantees or Investments outstanding

Pursuant to Section 186(11) of the Companies Act 2013 loans made guarantees givensecurities provided or acquisition of securities by a banking company in the ordinarycourse of its business are exempted from the disclosure requirement under Section134(3)(g) of the Companies Act 2013.

Particulars of Contracts or Arrangements with Related Parties

All transactions entered with 'Related Parties' during the year under review were on'arm's length basis' and in the 'ordinary course of business' and therefore do not attractthe provisions of Section 188 of the Companies Act 2013.

Further there are no materially significant Related Party Transactions during the yearwith any of the Related Parties viz. Promoters Directors and Key Management PersonnelSubsidiary and other related entities including IMFS an Associate Company which may havepotential conflict with the interest of the Bank at large.

In view of the above the disclosure under Form AOC-2 is not applicable to the Bank.

The Policy on Related Party Transactions as approved by the Board of Directors ishosted on the Bank's website at the below given link:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html>>Policies & Codes >> Related Party Transaction Policy

Consolidated Financial Statements

In accordance with Section 129(3) of the Act Consolidated Financial Statement ofIndusInd Bank Limited ('the Bank') Bharat Financial Inclusion Limited (formerly known asIndusInd Financial Inclusion Limited) (BFIL) ("the Subsidiary") and IndusIndMarketing and Financial Services Private Limited (IMFS) ("the Associate") hasbeen prepared and is included in the Annual Report.

In the preparation of the Consolidated Financial Statement the Standalone FinancialStatements of BFIL the wholly-owned subsidiary for the year ended March 312021 havebeen considered on a line by line basis by adding together like items of assetsliabilities income and expenses in accordance with AS 21.

In accordance with AS 23 the Standalone Financial Statements of IMFS an associate inwhich the Bank has a 30% stake has been considered in the Consolidated FinancialStatement by adopting 'Equity Method'.

Indian Accounting Standards (Ind AS)

The Reserve Bank of India (RBI) issued a circular in February 2016 requiring ScheduledCommercial Banks to implement Indian Accounting Standards (Ind AS) from April 12018. Videa press release dated April 5 2018 the implementation was deferred by one year. Thelegislative amendments recommended by the Reserve Bank towards implementation of Ind ASare still under consideration of the Government of India. Accordingly RBI had through anotification dated March 22 2019 deferred the Ind AS implementation until furthernotice.

Pursuant to the RBI Circular dated February 112016 the Bank formed a SteeringCommittee comprising members from crossfunctional areas for the purpose of reviewing andmonitoring the progress of implementation. The Bank had set up a Working Group under theguidance of the Steering Committee and has conducted Gap Assessment and identified thedifferences between the current accounting framework and Ind AS including theidentification of the accounting policy options provided under Ind AS 101 First TimeAdoption. The Bank had engaged the services of a professional firm with internationalexperience in the field to assist in the project of implementation of Ind AS. The Bankhas obtained licenses for IT systems to automate Expected Credit Losses and EffectiveInterest Rate calculations towards implementation of Ind AS and the project is currentlyunder implementation. The Bank continues to organize trainings for its teams acrossbusiness and support functions. The Audit Committee of the Board of Directors has anoversight on the progress of the Ind AS implementation. Further there may be regulatoryguidelines and/or clarifications in some of the critical areas with respect to applicationof Ind AS which the Bank will need to incorporate in its implementation project as andwhen those are issued.

In accordance with RBI directions the Bank has been submitting standalone pro formaInd- AS financial statements along with other computations to the RBI from time to time.

Corporate Social Responsibility

In line with its CSR focus areas the Bank is committed to various long term communitydevelopment projects that have a large positive impact. Consistent with the requirementsof Section 135 of the Companies Act 2013 and CSR Rules 2014 the Bank has set up aBoard-level CSR Committee to look after the CSR initiatives. The Committee is headed byMrs. Akila Krishnakumar as the Chairperson and Mr. Rajiv Agarwal Mr. Sanjay Asher andMr. Sumant Kathpalia are the Members.

The composition of the CSR Committee is in accordance with Section 135 of the CompaniesAct 2013. The Board at its meeting held on April 7 2020 approved the integration ofsustainability function with the CSR function in CSR Committee and the Committee wasrenamed as 'Corporate Social Responsibility & Sustainability Committee'

The Bank's CSR Policy and strategy direct and govern the Bank's activities in focusareas namely Environmental Sustainability Healthcare Education SportsSkills/Livelihood Development and other areas.

In FY 2020-21 the Bank continued its flagship initiative under the water stewardshipwherein it undertook water resource development and management through watershed andspringshed management restoration of water bodies like lakes ponds tanks roof rainwater harvesting by reviving traditional structures harvesting of river water andavailability and accessibility of safe drinking water through installation of water ATMs.The Bank also extended projects towards environmental sustainability like Urbanafforestation Renewable energy solutions and Waste management.

Under the theme Education the Bank implemented Academic Improvement Programs ingovernment schools viz. Road to school Early Language learning which is expected tochange the way in which education is delivered. Education centers of Assisted LearningProgram helps children cope with their learning gaps and pass the 10th grade. To encourageexcellence the Bank also provides Scholarship support for higher education likeengineering school education and for deserving Young India Fellows.

IndusInd Bank supported inclusiveness of the differently-abled alongwith genderinclusiveness/equality in Sports. The Bank had a separate non-business vertical for Sportswhich undertook spreading the culture of inclusivity and excellence in sports within andoutside the organisation. Currently five excellence programmes namely IndusInd ParaChampions IndusInd Blind Cricket IndusInd Girl Power IndusInd Hockey for her Excellence& Nurturing Rural Champions are being supported.

Under the focus area of Healthcare IndusInd Bank supported an intervention on reducingcancer burden by providing care treatment awareness and prevention services with supplyof radiology equipment. The Bank also supports the treatment of children with cancer inRajasthan Maharashtra and Goa. IndusInd Bank has set up e-Health Clinics Mobile MedicalUnits etc. to provide affordable primary healthcare to individuals from poor and lowerIncome Group families. 2 special programs on Mother and Child care and Adolescent GirlsMenstrual Health were also rolled out this year.

To promote livelihood the Bank supports skill development of disabled frommarginalized communities in various districts of Karnataka. Similarly youth from Assamand Rajasthan are trained for an employable skill and placed. The Bank supports long termresidential rehabilitation program including skill training for substance abusing streetchildren/ youth. A program on livestock development is also newly launched.

The Bank has continued CSR initiatives of Bharat Financial Inclusion Limited itswholly- owned subsidiary. Two flagship initiatives viz. Bharat Sanjeevani (on livestockcare) and Pragat (Integrated Development Program including Water Healthcare andEducation) are supported.

In response to COVID the Bank carried out several activities ranging from distributionof essential supplies to poor families medical supplies/equipment for health workers andhospitals to contribution to State and Central Government Disaster Relief Funds etc.

The CSR Initiatives/Projects undertaken by the Bank are in accordance with Schedule VIIof the Companies Act 2013.

Companies on the basis of criteria prescribed under Section 135 of the Act arerequired to spend at least Two per cent of their Average Net Profits made during the threeimmediately preceding financial years in pursuance of their Corporate SocialResponsibility Policy. Accordingly the Bank spent Rs.94.72 crores towards various CSRactivities specified in Schedule VII of the Companies Act 2013. Rs.26 crores areearmarked on several ongoing projects whose expenditure was delayed due to COVID and willbe spent in the subsequent year totaling to Rs.120.72 crores.

The Report on CSR activities undertaken by the Bank is set out at Annexure V andforms an integral part of this Report.

The CSR Policy amended during the year is framed basis the activities permitted underSchedule VII of the Companies Act 2013. Details of the CSR Policy and initiatives adoptedby the Bank on CSR are available on Bank's website at the link given below:https://www.indusind.com/in/en/csr-home/our-approach/csr-policy.html

Sustainability

In its endeavor to incorporate sustainability in to business the Bank is diligentlysetting up processes that reflect its long standing view - "Good Ecology is GoodEconomics". The Bank recognizes the fact that aligning its products services andoperations with its ESG strategy contributes towards betterment of the environment andsociety at large and also presents a good business case. The sustainability policy of theBank lays out guidelines and targets in key areas of the environmental social economicand governance aspects. The Bank has committed targets on Environmental Social andGovernance (ESG) aspects and continues to improve the sustainability performance tosurpass the ESG targets.

As a socially and environmentally responsible organization the Bank seeks tospecialize the lending portfolio by increasing investments in development sectors andintegration of ESG aspects in corporate and consumer banking. The Bank has strengthenedfinancial Inclusion with initiatives like livelihood financing microfinance vehiclefinancing for livelihood and agribusiness. The Bank keeps abreast with latest research oncorporate citizenship and responsible banking both globally and locally. The Bank hasadopted various reporting platforms and guidance frameworks laid out by 'Standard Setters'such as International Integrated Reporting Council (IIRC) Global Reporting Initiative(GRI) Carbon Disclosure Project (CDP) Dow Jones Sustainability Index (DJSI) etc. forassessment and accountability in sustainability performance.

The Bank is determined to mitigate climate change impact which is evidenced throughcommitting long term targets and deploying climate strategy to invest in energy efficiencyprojects and greening the IT systems. The Bank promotes sustainable and ethicalprocurement practices through selection and on-boarding criteria on ESG compliance forvendors and suppliers. The Bank has demonstrated accountability and transparency throughdisclosure on materiality analysis ethical business practices cyber-security strategyand data privacy management.

This comprehensive sustainability approach has helped IndusInd Bank's inclusion in theS&P Dow Jones Sustainability Yearbook 2021 which showcases that the Bank clearlylooks beyond profits to focus on its people the society and the planet.

Business Responsibility Report (BRR)

The Securities & Exchange Board of India have with effect from December 26 2019vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations2019 mandated the top 1000 listed entities to include the 'Business ResponsibilityReport' (BRR) as part of the Annual Report describing the initiatives taken by the listedentity from an environmental social and governance perspective in the format asspecified by SEBI.

In view of the above and in compliance with Regulation 34(2) of the ListingRegulations BRR has been hosted on the Bank's website at the link below:https://www.indusind.com/in/en/sustainability.html

Corporate Governance

Corporate Governance is essentially a set of standards systems and procedures aimedat effective honest transparent and responsible management of a company within theapplicable statutory and regulatory structures.

The Bank has adopted the industry best practices of Corporate Governance and aims tocontinue banking on the highest principles of governance and ethics. At IndusIndCorporate Governance is more than just adherence to the statutory and regulatoryrequirements. It is equally about focusing on voluntary practices that underlie thehighest levels of transparency.

The Governance framework is driven by the objective of enhancing long-term stakeholdervalue without compromising on Ethical Standards and Corporate Social Responsibilities.

The Bank's guiding principles are also articulated through its Code of Business Conductand various initiatives taken to maintain transparency by communicating with theShareholders on developments in the Bank. The Bank has also set up various subcommitteesof the Board to bring in more efficacy and transparency in the workings.

The Bank continues to focus on better complete and timely disclosures to the StockExchanges for dissemination to the Stakeholders. Detailed disclosures regarding corporategovernance are provided in the Corporate Governance Report which forms an integral partof this Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as prescribed under Regulation 34(2)(e)of the SEBI (LODR) Regulations forms part of this Annual Report.

Significant and Material Orders passed by the Regulators or Courts

There were no significant and material Orders passed by the Regulators/Courts thatwould impact the 'going concern' status of the Bank and its future operations.

Material Events that have happened after the Balance Sheet date

No material changes and commitments affecting the financial position of the Bank haveoccurred between the end of the financial year of the Bank to which the FinancialStatements relate and the date of this Report. For the impact of Covid-19 on theperformance of the Bank and the Group refer "Note No. 5.13 of Schedule 18 - Notesforming part of the accounts" of financial statements of the Bank and "Note No.12 of Schedule 18 - Notes forming part of the accounts" of consolidated financialstatements of the Bank.

Awards and Accolades

IndusInd Bank was recognized for its excellence through a number of awards andaccolades across a range of categories. The Bank started off its winning streak with 2awards at the Finacle Innovations Awards 2020 for technology implementations - ProductInnovation and Transformation Excellence. The Bank was awarded with the Infosys FinacleClient Innovations Awards 2020 for Alexa and Chatbot Implementations.

The Bank ended Q1 on a high note with the Best Financier Award 2019 at the JCB IndiaAnnual Financiers' Award 2019 along with being ranked 2nd in the Ashok Leyland ProductFunding during the year 2020 at Annual Financier Award 2020 from Ashok Leyland.

The Bank was awarded 'Outstanding Response to COVID-19 Branchless Banking' in GlobalRetail Banking Innovation Awards 2020 - The Digital Banker.

The Bank was bestowed Silver Category in 'Best Mobile Search Campaign' in 11thIndia Digital Awards - Internet and Mobile Association of India.

The Bank was honoured with the 2020 APAC Innovation Award - Red Hat.

The Bank was also honoured with 'Most Innovative Company'for Multi-cloud platform inBusiness Impact Awards 2020 - Economic Times and vmware.

The Bank was also bestowed with two awards at the CSR Times Awards 2020-21 for theBank's efforts in 'Rainwater Harvesting' in Rajasthan and 'Road To School' Programme inOdisha.

In the fourth quarter the Bank was featured in the Carbon Disclosure Project (CDP)list for the 6th Consecutive year - the only Bank in India with this honour. Some otherhonours the Bank was bestowed with in this quarter include Indus OnTheGo Mobile LOS atBanking Frontiers FINNOVITI Awards 2021 and an inclusion in the S&P DJSISustainability Yearbook.

Cautionary Statement

Certain statements in the Directors' Report and in the Management Discussion andAnalysis document describing the Bank's objectives estimates and expectations may be'forward-looking statements' within the meaning of applicable Securities Laws andRegulations. Actual results could differ substantially from those expressed or implied.Important factors that could make a difference include economic conditions in the domesticand overseas markets changes in Laws/Regulations and other incidental factors.

Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace

The Bank has complied with provisions relating to the constitution of InternalComplaints Committees under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The disclosures relating to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is included in the Corporate Governance Reportwhich forms an integral part of this Report.

Acknowledgements

The Directors are grateful to the Shareholders for the trust and confidence reposed bythem in the Bank.

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

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

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

For and on behalf of the Board of Directors
Sd/-
Place: Mumbai Arun Tiwari
Date: July 24 2021 Chairman
DIN: 05345547

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