IndusInd Bank Ltd
Directors Reports
The Board of Directors of the Bank have pleasure in presenting the
Twenty-eighth Annual Report covering business and operations of the Bank, together with
the Audited Financial Statements for the year ended March 31,2022.
The financial performance for the year ended March 31,2022 is
summarized as under:
(Rs in crores)
| Particulars |
As on March 31, 2022 |
As on March 31, 2021 |
| Deposits |
2,93,681.35 |
2,56,204.96 |
| Advances |
2,39,051.53 |
2,12,595.41 |
| Operating Profit (before Provisions and Contingencies) |
12,838.60 |
11,726.67 |
| Net Profit |
4,611.12 |
2,836.39 |
The financial year 2021-22 witnessed volatility with economic activity
impacted by COVID second and third wave. The economic impact, however, has not been as
severe due to effective policy responses by the Regulator and the Government along with
vaccination program. The activity levels are bouncing back to pre COVID levels across
various segments.
The Bank demonstrated traction in operating performance metrics, like
disbursements, resource mobilization through deposits, Basel III compliant Tier II
capital, growth in operating profit, and better asset quality with receding COVID impact.
Our deposits grew by 14.63% while loan growth accelerated to 12.44% for
the year. Balance sheet footage crossed ' 4 trillion mark as of March 31,2022.
The Bank maintained healthy profitability with improvement in operating
profit before provisions and contingencies by 9.48% (i.e., ' 12,838.60 crores from '
11,726.67 crores in previous year). Net Interest Margin of the Bank stood at 4.11%.
Further, total Provisions and Contingencies decreased by 7.46% from ' 8,890.28 crores to '
8,227.48 crores. As a result, the net profit increased to ' 4,611.12 crores, as against '
2,836.39 crores in the previous year.
Appropriations
The Directors recommend appropriation of Profit as under:
(Rsin crores)
| Operating Profit before Provisions and Contingencies |
12,838.60 |
| Less: Provisions and Contingencies inclusive of Income Tax |
8,227.48 |
| Net Profit |
4,611.12 |
| Profit Brought Forward |
15,928.61 |
| Amount available for Appropriation |
20,539.73 |
| Transfer to Statutory Reserve |
1,152.78 |
| Transfer to Capital Reserve |
76.81 |
| Dividend Paid |
386.99 |
| Total Appropriations |
1,616.58 |
| Balance carried over to Balance Sheet |
18,923.15 |
Dividend
The Earning Per Share (EPS) of the Bank during the year showed an
improvement to ' 59.57 compared to ' 38.75 in the previous year.
The Board of Directors, in their meeting held on April 29, 2022, have
recommended dividend of ' 8.50 per equity share of ' 10 each (85% of Face Value) for the
year ended March 31,2022 (Dividend for the year 2020-21 was ' 5.00 per equity share of '
10 each). This proposal is subject to the approval of the shareholders at the ensuing 28th
Annual General Meeting.
Dividend declared in the current year is in line with the Dividend
Distribution Policy of the Bank. The Dividend Distribution Policy of the Bank can be
accessed from Bank's website at:
https://www.indusind.com/content/dam/indusind-corporate/investor-resource/PoliciesoftheBank/IndusInd-Bank-Limited-Dividend-Distribution-Policy.pdf
Financial performance and state of the affairs of the Bank
The year under review was the second year of the new Triennial Planning
Cycle of the Bank, (Planning Cycle 5, for Financial Years 2020-23) with the theme
"Digitize to Differentiate, Diversify and Create Domain Expertise Underscored by
Sustainability (4D+S)". In view of the pandemic, the focus of the Bank during the
year under review was in building resilience, fortifying the balance sheet, improving the
loan book profile alongwith credit quality, granularising the deposit franchise and build
enriched digital value proposition stacks. While Deposits grew by 14.63% year-on-year
(with CASA improving by 17.30%), Advances grew by 12.44% over the previous year, and the
Bank continued to be liquid.
Total Income of the Bank for the year under review grew by 11.51% to '
22,397.89 crores from ' 20,086.50 crores during the previous year. Net Interest Income
increased by 10.89% to ' 15,000.84 crores from ' 13,527.89 crores during the previous
year.
In view of the recovery in economic activities, the Non-Interest Income
increased by 12.78% to ' 7,397.05 crores from ' 6,558.61 crores a year ago. Core Fee
Income such as, commission, exchange, loan processing and account management fees, fees on
Investment Banking and distribution of third-party products, and earnings from foreign
exchange business increased by 25.73% to ' 5,883.33 crores from ' 4,679.22 crores during
the previous year.
Abundant liquidity available in the system kept the interest rates in a
narrow range. While Yield on Advances fell to 11.56% as compared to 11.84% in the previous
year, the Cost of Deposits registered a decline to 4.76% from 5.38% a year ago.
The Bank expanded its branch network and has 2,265 branches / banking
outlets, as against 2,015 branches / banking outlets at the beginning of the year. The
extended network of the Bank included 2,767 ATMs, 2,795 branches of Bharat Financial
Inclusion Ltd. ("BFIL"), and 816 outlets of IndusInd Marketing and Financial
Services Private Limited, an associate entity. Revenue per employee stood at ' 66.70
lakhs.
The Net Non-Performing Assets of the Bank improved to 0.64% as on March
31,2022 as compared to 0.69% a year ago.
During the year business performance of the Bank improved due to which,
Return on Assets for the year stood at 1.28% as against 0.90% in the previous year.
Some of the significant events during the year are listed below:
• The Bank has reported highest ever profit since inception. Also
Balance Sheet size surpassed ' 4 trillion mark as of March 31, 2022.
• Assets disbursals gradually inched back to pre-COVID levels
across all products / segments of the Bank.
• The Bank has raised unsecured, redeemable, subordinated Tier 2
Basel III compliant non-convertible taxable Bonds through private placement basis at par
aggregating to total size of ' 2,800.00 crores on October 29, 2021 with a tenor of 10
years at interest rate of 8.11% p.a. which will augment Capital Funds of the Bank as well
as enhance long-term resources of the Bank.
• The Bank redeemed unsecured, redeemable, subordinated Tier 1
Basel III compliant non-convertible taxable Bonds by exercising the call option on March
22, 2022 at '1,000.00 crores at its Fifth anniversary (First call option date).
• The Bank focused on digitization by launching
"IndusEasyCredit", a comprehensive digital lending platform enabling customers
to meet their financial requirements from the comfort of their homes. With this, both
existing as well as non- IndusInd Bank customers can instantly avail personal loans or
credit cards on a single platform in a completely paperless and digital manner.
• The Bank has launched the Green Fixed Deposits that provide its
customers with an opportunity to contribute in the development of projects that can have a
positive impact on the environment and the society at large. Green Fixed Deposits to both
retail and corporate customers where the deposit proceeds will be allocated to finance
projects and firms supporting the United Nations Sustainable Development Goals (SDGs). The
Bank, will use the proceeds from these deposits to finance wide array of sectors falling
under the SDG themes including energy efficiency, renewable energy, green transport,
sustainable food, agriculture, forestry, waste management, and greenhouse gas reduction.
• The Bank is the first Indian bank to go live on UPI for
cross-border payment.
• The Bank has received a final report in March 2022 from an
external agency on its assessment and findings in the matter of allegations made by
anonymous individuals related to Bank's wholly owned subsidiary and business correspondent
for microfinance loans, Bharat Financial Inclusion Limited ("BFIL"). Bank's
Board of Directors after review of the findings have constituted a committee to look into
staff accountability in this regard. The Bank wishes to reiterate that there is a strong
risk management and control framework in place, which will be further strengthened basis
the findings of independent review.
Change in the Nature of Business
During the year under review, there has been no change in the nature of
business of the Bank.
Performance of Subsidiary and Associate Company
During the year under review, Bharat Financial Inclusion Limited
("BFIL"), the wholly owned subsidiary of the Bank, earned revenue of ' 1,637.21
crores as against ' 1,316.66 crores earned during the previous year. The Net Profit for
the year under review amounted to ' 193.52 crores as against ' 153.48 crores a year ago.
As a Business Correspondent undertaking, the strength of BFIL lies in its talent pool of
trained and motivated employees that stood at 31,373 as on March 31,2022.
IndusInd Marketing and Financial Services Private Limited (IMFS) is an
Associate Company of the Bank as 30% of its share capital is held by the Bank. IMFS is
engaged in the business of providing manpower services, and during the year under review,
earned a revenue of ' 419.72 crores as against ' 371.70 crores earned in the previous
year. The net profit earned by IMFS during the year under review amounted to ' 1.33 crores
as against ' 0.74 crores earned in the previous year. IMFS had 13,054 employees on its
rolls as on March 31,2022.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8
of Companies (Accounts) Rules, 2014, the Bank has drawn up Consolidated Financial
Statements including the Financial Statements of its Subsidiary Company and financial
results of Associate Company, and such Consolidated Financial Statements are included in
this Annual Report.
In accordance with the fourth proviso to Section 136(1) of the
Companies Act, 2013, the Standalone Financial Statements and the Consolidated Financial
Statements, including audited accounts of BFIL and IMFS and all other documents required
to be attached thereto have 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 Subsidiary and 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 material subsidiary in terms of SEBI (LODR) Regulations.
Share Capital
During the year, authorized capital of the Bank was increased from '
857.00 crores to ' 1,000.00 crores after obtaining required approvals from the
shareholders at the 27th Annual General Meeting held on August 26, 2021.
The issued, subscribed and paid-up share capital of the Bank as at
March 31,2022 is ' 774.66 crores comprising of 77,46,63,163 equity shares of face value of
' 10 each.
During the year under review, the Bank has allotted 12,90,864 equity
shares of ' 10 each pursuant to exercise of options by option holders under its various
Employee Stock Option Schemes ('ESOS'). The equity shares allotted under ESOS ranks
pari-passu with the existing equity shares issued and allotted by the Bank. The share
capital of the Bank increased by '1.29 crores and share premium by ' 84.79 crores on
account of the said allotment.
The Bank has not issued any equity shares with differential voting
rights.
Debentures
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 Debt
Securities by Large Entities is not applicable to the Bank.
In compliance with Regulation 53 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the names of the Debenture Trustees with their
contact details are given below:
| Trustee I: |
|
| Name of Debenture Trustee |
: Catalyst Trusteeship Limited (formerly GDA Trusteeship
Ltd.) |
| 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 Trustee |
: 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 1 Capital
The Bank has redeemed unsecured, redeemable, subordinated Tier 1 Basel
III compliant non-convertible taxable Bonds by exercising the call option on March 22,
2022 of ' 1,000 crores.
Tier 2 Capital
The Bank has raised unsecured, redeemable, subordinated Tier 2 Basel
III compliant non-convertible taxable Bonds through private placement basis at par
aggregating to total size of ' 2,800 crores on October 29, 2021 with a tenor of 10 years
which will augment Capital Funds of the Bank as well as enhance long-term resources of the
Bank. As on March 31,2022, the value of outstanding Tier 2 Capital instruments is ' 2,800
crores.
Deposits
The Bank is a banking company governed by the Banking Regulation Act,
1949, and as such, the provisions in the Companies Act, 2013 relating to acceptance of
Public Deposits are not applicable.
Capital Adequacy
The Bank continues to be adequately capitalized. The Capital Adequacy
Ratio of the Bank, calculated under the Basel III Capital Regulations mandated by RBI, is
set out below:
| Particulars |
March 31, 2022 |
March 31, 2021 |
| i) Capital Adequacy Ratio (CRAR) |
18.42% |
17.38% |
| ii) CRAR- Common Equity Tier 1 Capital |
15.96% |
15.55% |
| iii) CRAR- Tier 1 Capital |
16.80% |
16.83% |
| iv) CRAR- Tier 2 Capital |
1.62% |
0.55% |
Credit Ratings
| Instruments |
Rating |
Rating Agency |
| Domestic Ratings |
|
|
| Infra Bond program/ Tier II Bonds |
AA+ |
CRISIL |
| Additional Tier I Bond Program |
AA |
CRISIL |
| Certificates of Deposit Program |
A1 + |
CRISIL |
| Short Term FD Program |
A1 + |
CRISIL |
| Senior Bonds program / Tier II Bonds |
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 Program |
Ba1 |
Moody's Investors Service |
Bank's Directors
The Board of the Bank comprised of nine Directors as on March 31,2022,
viz., Mr. Arun Tiwari, Non-Independent Non-Executive, Part-time Chairman, seven
Non-Executive Independent Directors, viz., Mr. Shanker Annaswamy, Dr. T. T. Ram Mohan,
Mrs. Akila Krishnakumar, Mr. Rajiv Agarwal, Mr. Sanjay Asher, Mrs. Bhavna Doshi and Mr.
Jayant Deshmukh, and Mr. Sumant Kathpalia, Managing Director & CEO.
(a) Non-Executive, Independent Directors
All Independent Directors have submitted the declarations that they
meet the criteria of independence as laid down under sub-section (6) of Section 149 of the
Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations. Based on the said
declarations, the following Non-Executive Directors continue to be classified as
Independent Directors of the Bank:
1. Mr. Shanker Annaswamy
2. Dr. T. T. Ram Mohan
3. Mrs. Akila Krishnakumar
4. Mr. Rajiv Agarwal
5. Mr. Sanjay Asher
6. Mrs. Bhavna Doshi
7. Mr. Jayant Deshmukh
In addition, the Bank's Board of Directors have, pursuant to Regulation
25(9) of SEBI Listing Regulations, obtained a Certificate from M/s Alwyn Jay & Co.,
Practicing Company Secretaries that the aforesaid Directors meet the 'Criteria of
Independence' and are independent of the Management. The said certificate is furnished as Annexure
I, and 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 3 of the Companies (Appointment and Qualification of Directors) Rules,
2014, and Regulation 17 of SEBI Listing Regulations, specified companies are required to
have at least one Woman Director on their Board. Details of the Women Independent
Directors of the Bank, are as under:
Mrs. Akila Krishnakumar (DIN: 06629992), who joined the Board on
August 10, 2018, is a Non-Executive, Independent Director of the Bank. Mrs. Akila
Krishnakumar is the Chairperson of the Compensation and Nomination & Remuneration
Committee, Customer Service Committee, Vigilance Committee and Corporate Social
Responsibility & Sustainability Committee. Mrs. Akila Krishnakumar is also Member of
IT Strategy Committee and Review Committee (for identification of Non-Cooperative
Borrowers & Wilful Defaulters).
Mrs. Bhavna Doshi (DIN: 00400508), who joined the Board on January
14, 2020, is a Non-Executive, Independent Director of the Bank. Mrs. Bhavna Doshi is the
Chairperson of the Audit Committee of the Board and a Member of the Finance Committee,
Risk Management Committee, Special Committee for monitoring of Large Value Frauds,
Stakeholders' Relations Committee and Inquiry Committee.
(c) Chairman of the Board
Mr. Arun Tiwari (DIN: 05345547) was appointed as the
Non-Independent Non-Executive, Part-time Chairman of the Bank, for a period of three
years, with effect from January 31, 2020 up to January 30, 2023 (both days inclusive), as
approved by the Reserve Bank of India.
Mr. Arun Tiwari's appointment as the Non-Independent Non-Executive,
Part-time Chairman of the Bank was approved by the Shareholders at the 26th
Annual General Meeting of the Bank held on September 25, 2020.
(d) Managing Director & CEO
Mr. Sumant Kathpalia (DIN: 01054434) was appointed as the Managing
Director & CEO of the Bank, for a period of three years, with effect from March 24,
2020 up to March 23, 2023 (both days inclusive), as approved by the Reserve Bank of India.
Mr. Sumant Kathpalia' s appointment as the Managing Director & CEO
was approved by the Shareholders at the 26th Annual General Meeting of the Bank
held on September 25, 2020.
(e) Details of Directors seeking Appointment / Re-appointment /
Directors retiring by rotation at the forthcoming AGM.
(i) Appointment
Mr. Pradeep Udhas (DIN: 02207112) was appointed as 'Additional
Director' in the category of Non-Executive, Independent Director of the Bank, by the Board
of Directors at their meeting held on June 9, 2022, to hold office until the date of the
ensuing Annual General Meeting, and as the Non-Executive, Independent Director of the
Bank, for a period of four consecutive years, from June 9, 2022 up to June 8, 2026 (both
days inclusive), subject to the approval of the shareholders of the Bank.
Approval of the shareholders is being sought for the appointment of Mr.
Pradeep Udhas as Non-Executive Independent Director of the Bank by means of a Special
Resolution at the ensuing Annual General Meeting.
(ii) Re-appointment
Mrs. Akila Krishnakumar (DIN: 06629992) was appointed as
Non-Executive, Independent Director of the Bank, for a period of four years, with effect
from August 10, 2018 up to August 9, 2022 (both days inclusive), and her appointment was
approved by the Shareholders at the 25th Annual General Meeting held on August
16, 2019.
Pursuant to the recommendation of the Compensation and Nomination &
Remuneration Committee of Directors, the Board of Directors at its meeting held on July
18, 2022, approved the re-appointment of Mrs. Akila Krishnakumar as the Non-Executive,
Independent Director of the Bank, for her second term of four consecutive years, with
effect from August 10, 2022 up to August 9, 2026 (both days inclusive), subject to the
approval of the shareholders of the Bank.
Approval of the Shareholders is being sought for the re-appointment of
Mrs. Akila Krishnakumar as Non-Executive, Independent Director by means of a Special
Resolution at the ensuing 28th Annual General Meeting.
(iii) Retirement by Rotation
Section 152 of the Companies Act, 2013 provides that unless the
articles provide for the retirement of all directors at every annual general meeting, not
less than two-thirds of the total number of directors of a public company shall be persons
whose period of office is liable to determination by retirement of directors by rotation
and one-third of such of the directors for the time being as are liable to retire by
rotation and whose tenure is longest shall retire from office.
Accordingly, Mr. Sumant Kathpalia (DIN: 01054434), Managing Director
& CEO of the Bank, is liable to retire by rotation at the ensuing Annual General
Meeting.
Approval of the shareholders is being sought for re-appointment of Mr.
Sumant Kathpalia, who retires by rotation, and being eligible, has offered himself for
re-appointment.
As required under Regulation 36(3) of the SEBI Listing Regulations,
particulars of the Directors seeking appointment/ re-appointment, as aforesaid are given
in the annexure to the Statement attached to the Notice convening the 28th
Annual General Meeting, which forms part of the Annual Report.
None of the Directors have been disqualified from being appointed as
'Director' of the Bank, pursuant to the provisions of Section 164 of the Companies Act,
2013.
The Board of Directors have received a Certificate from M/s Alwyn Jay
& Co., Practicing Company Secretaries, pursuant to Regulation 34(3) read with Schedule
V, Para C, Clause 10 (i) of the SEBI Listing Regulations, that none of the Directors on
the Board of the Bank have been debarred or disqualified from being appointed or
continuing as Directors on the Board, by SEBI, Ministry of Corporate Affairs or any other
Statutory/ Regulatory Authority. The said certificate is furnished as Annexure II,
and forms an integral part of this Report.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
The Independent Directors appointed/re-appointed during the year were
subject to the due-diligence by the Compensation and Nomination & Remuneration
Committee, based on parameters of qualification, expertise, track record, integrity and
such other parameters as stipulated under extant norms prescribed by the Reserve Bank of
India.
The Board of Directors, based on recommendation of the Compensation and
Nomination & Remuneration Committee, and after conducting its own assessment, were of
the opinion that the Independent Directors appointed/ re-appointed during the year,
possesses the necessary integrity, expertise and experience, and that their appointment/
re-appointment, is in the interest of the Bank.
(f) Cessation of Directors
None of the Directors have demitted office during the FY 2021-22.
(g) Cessation of Director after the end of the year and upto the date
of the Report
None of the Directors have demitted office after the end of the
financial year 2021- 2022 and up to the date of this Report.
Board and Committee Meetings
During the year, 26 meetings of the Board of Directors and 17 meetings
of the Audit Committee of the Board were held, the details of which are given in the
Corporate Governance Report, which forms part of the Annual Report.
In compliance with RBI Circular dated April 26, 2021 on Corporate
Governance in Banks - Appointment of Directors and Constitution of Committees of the
Board, Mr. Arun Tiwari, stepped down as a Member of the Audit Committee of Board, Mr.
Sanjay Asher stepped down as Chairman of the Audit Committee of Board and Mrs. Bhavna
Doshi was appointed as the Chairperson of the Audit Committee of Board, with effect from
October 1,2021.
As on March 31,2022, the Audit Committee of Board comprised the
following Independent Directors, viz., Mrs. Bhavna Doshi (Chairperson), Mr. Sanjay Asher,
and Mr. Shanker Annaswamy.
There have not been any instances during the year where the
recommendations of the Audit Committee were not accepted by the Board.
Details of the composition of the Board and of all its Committees, the
Meetings held and attendance of the Directors at such Meetings are provided in the
Corporate Governance Report, which forms part of the Annual Report.
The intervening gap between the meetings of the Board and Committees,
were within the period as prescribed under the provisions of the Companies Act, 2013 and
the SEBI Listing Regulations.
Performance Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations, the Compensation and Nomination & Remuneration Committee of the
Board had laid down the criteria for Performance Evaluation of the Board as a whole,
Individual Directors including Independent Directors, Non-Independent Directors, the
Chairman and the Committees of the Board, as well as the process for such evaluation.
The Bank has aligned its Board Evaluation Framework in line with the
Guidance Note on Board Evaluation issued by SEBI as per Circular dated January 5, 2017.
Pursuant to the recommendation of the Compensation and Nomination &
Remuneration Committee, the Board of Directors have engaged an external Independent
Professional for conducting the Performance Evaluation exercise.
The Board of Directors has carried out the annual evaluation of the
performance of the Board as a whole, Individual Directors including Independent Directors,
Non-Independent Directors, the Chairman and the Committees of the Board.
The performance of the Board as a whole, Individual Directors including
Independent Directors, Non-Independent Directors, the Chairman and the Committees of the
Board have been evaluated / reviewed by the Compensation and Nomination & Remuneration
Committee, by the Independent Directors and by the Board of Directors.
The Board has formulated a Policy on Performance Evaluation which
details the various aspects that are to be considered for evaluating the performance of
the Board, including but not limited to attendance, participation in the meeting,
contribution towards strategies of the Board, etc.
The Policy on Performance Evaluation provides a guideline for the
individual Directors to evaluate the Board, its Committees and individual directors.
The Statement indicating the manner in which the evaluation exercise
was conducted is included in the Corporate Governance Report, which forms part of this
Annual Report.
Policy for Selection and Appointment of Directors
The Board of Directors are at the helm of the Bank and an enlightened
Board creates a culture of leadership and provides a long-term policy approach to improve
the quality of governance.
The Policy for Selection and Appointment of Directors has been
formulated and adopted by the Bank, in terms of Section 178 of the Companies Act, 2013,
the relevant provisions of the SEBI Listing Regulations, Section 10A of the Banking
Regulation Act, 1949 and the Guidelines issued by the RBI, in this regard, from time to
time.
The Policy for Selection and Appointment of Directors shall act as a
guideline for the Compensation and Nomination & Remuneration Committee for determining
the qualifications, positive attributes, independence of Directors and matters related
thereto to recommend appointment and removal of Directors to the Board of the Bank.
The Policy for Selection and Appointment of Directors has been hosted
on the Bank's website 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 the Bank, details of which are disclosed in the Corporate Governance Report,
which forms part of the Annual Report.
Change in Key Managerial Personnel
During the financial year 2021-22, the following changes took place in
Key Managerial Personnel of the Bank:
i) Chief Financial Officer: Mr. S. V. Zaregaonkar stepped down
as the Chief Financial Officer of the Bank, with effect from closing hours of September
29, 2021. He shall however, continue to discharge his responsibilities as the Chief
Operating Officer of the Bank, until the date of his superannuation.
Mr. Gobind Jain has assumed charge as the Chief Financial Officer of
the Bank, with effect from September 30, 2021.
ii) Company Secretary: Mr. Haresh Gajwani stepped down as the
Company Secretary and Key Managerial Personnel of the Bank, with effect from November 26,
2021, in view of his impending superannuation on December 31,2021.
Mr. Girish Koliyote was appointed as the Company Secretary and Key
Managerial Personnel of the Bank, w.e.f. November 27, 2021. Due to personal reasons, Mr.
Girish Koliyote has resigned as the Company Secretary and Key Managerial Personnel of the
Bank, with effect from the close of business hours on Friday, June 17, 2022.
Mr. Anand Kumar Das was designated as the 'Deputy Company Secretary' of
the Bank with effect from June 9, 2022. With effect from June 20, 2022, he was also
appointed as the 'Compliance Officer of the Bank' in terms of Regulation 6 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and under the
relevant provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and as
the Nodal Officer of the Bank, in terms of Rule 2A of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
System for Internal Financial Controls and its Adequacy
The Bank operates in a fully computerized environment with a Core
Banking Solution system, supported by diverse application platforms for handling special
businesses, such as Treasury, Trade Finance, Credit Cards, Retail Loans, etc. The process
of recording of transactions in each of the application platforms is subject to various
forms of controls such as, in-built system checks, Maker - Checker authorizations,
independent post-transaction reviews, etc. The Financial Statements are prepared based on
computer system outputs. The responsibility of preparation of Financial Statements is
entrusted to a dedicated unit which is completely independent. This unit does not
originate accounting entries except for limited matters such as, Share Capital, Taxes and
Transfers to Reserves. The Bank has implemented adequate procedures and internal controls
which provide reasonable assurance regarding reliability of financial reporting and
preparation of Financial Statements, and that such internal financial controls were
adequate and were operating effectively during the year.
Conservation of Energy and Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy and technology absorption
pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 (3) of the
Companies (Accounts) Rules, 2014, is mentioned below.
Conservation of Energy:
Considering the nature of its activities as an entity in the Financial
Services sector, the Bank has voluntarily taken steps towards conservation of energy,
details of which are furnished in Principle 6 of Section E of the Business Responsibility
and Sustainability Report which has been hosted on the Bank's website at:
https://www.indusind.com/in/en/sustainability.html
Technology Absorption:
The Bank has made optimum use of Information Technology in its
operations. Details pertaining to Technology Absorption have been explained in the
Management Discussion and Analysis 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
particulars relating to Foreign Exchange Earnings and Outgo are not applicable to a
Banking company and as such, no disclosure is being made in this regard.
Risk Management
The Bank has an Enterprise-wide Risk Management (ERM) framework in
place. The integrated Risk Management Department covers Credit Risk, Market Risk,
Assets-Liabilities Management (ALM) and Operational Risk across all verticals, independent
of business functions.
Risk Management functions in the Bank have been aligned with best
industry practices, supported by advanced risk measurement and analytical systems which
enable proactive risk management and monitoring. Risk Management is continually enhanced
in line with changes in operating environment and regulations.
The Bank has a comprehensive framework of Risk Management Policies
which specify the risk appetite, risk measurement methodologies, and monitoring and
control measures for the respective business segments. The policies have been designed
keeping risk appetite as the central objective, and business strategies have been aligned
to risk policies.
The Bank has set up a Board-level Committee, viz., 'Risk Management
Committee' to examine risk policies and procedures developed by the Bank and monitor
adherence to risk parameters and prudential limits set for different portfolios / products
/ segments.
Details of Risk Management Models and Frameworks implemented by the
Bank are mentioned under 'Management Discussion and Analysis'.
Vigil Mechanism / Whistle Blower Policy
The Bank has in place the 'Whistle Blower Policy' since 2009. The
Policy is in compliance with RBI Guidelines, provisions of the Companies Act, 2013, and
the SEBI Listing Regulations. The Vigil Mechanism at the Bank requires submission of
Quarterly Reviews before the Audit Committee of the Board, and placing of Annual Reviews
before the Audit Committee and the Board of Directors. The Policy also incorporates
suggestions of the Protected Disclosure Scheme for Private Sector and Foreign Banks,
instituted by Reserve Bank of India.
The Board of Directors of the Bank have constituted a Board-level
Committee, viz., the Vigilance Committee, which conducts overview of cases of vigilance
nature arising out of actions of the employees of the Bank. The Committee meets at least
thrice a year.
The Bank's Whistle Blower Policy is in sync with all statutory and
regulatory guidelines on Vigil Mechanism.
Further details about the Vigil Mechanism are furnished in the Report
on Corporate Governance, and the current Whistle Blower Policy of the Bank has been hosted
on the Bank's website at:
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 Auditors pursuant to Section 143(12) of the Companies Act, 2013 to the Audit
Committee or the Board of Directors.
Statutory Auditors
M/s Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm
Registration Number 103523W / W100048) and M/s M. P. Chitale & Co., Chartered
Accountants (ICAI Firm Registration Number 101851W), were the Joint Central Statutory
Auditors of the Bank for the year ended March 31,2022.
The Joint Central Statutory Auditors have not made any qualification/
reservation/ adverse remarks or disclaimer in their report for FY 2021-22.
As per RBI guidelines issued on April 27, 2021, a Statutory Auditor can
conduct audit of Scheduled Commercial Bank for a maximum period of 3 years at a time.
Statutory Auditor would not be eligible for re-appointment in the same Entity for six
years (two tenures) after completion of full or part of one term of the audit tenure.
Members may note that appointment of M/s. M. P. Chitale & Co.,
Chartered Accountants was approved by the members in the 27th AGM of the Bank
held on August 26, 2021, for a period of three (3) consecutive years, i.e., until the
conclusion of the 30th AGM, subject to approval from the RBI on annual basis.
In terms of RBI communication dated October 12, 2021, M/s Haribhakti
& Co. LLP, Chartered Accountants, have not undertaken any type of audit assignment for
the period commencing from April 1,2022, until the conclusion of the 28th
Annual General Meeting of the Bank.
M/s. M. P. Chitale & Co., Chartered Accountants (ICAI Firm
Registration Number 101851W) are proposed to be re-appointed as Joint Statutory Auditors
of the Bank for FY2022-23, being their second year of appointment.
M/s MSKA & Associates, Chartered Accountants (ICAI Firm
Registration Number 105047W) are proposed to be appointed as one of the Joint Statutory
Auditors of the Bank for a period of three years commencing from the conclusion of this
AGM, until the conclusion of the 31st Annual General Meeting that would be held
during FY 2025-26, subject to the approval of the RBI on annual basis from the conclusion
of the 29th AGM.
Independent Auditors' Report
M/s Haribhakti & Co. LLP. and M/s M. P. Chitale & Co., Joint
Central Statutory Auditors of the Bank, have audited the accounts of the Bank for the year
2021-22 and their Report is enclosed and forms part of the Annual Report. Pursuant to
Section 143(3)(i) of the Companies Act, 2013, the Joint Central Statutory Auditors have
also reported on the adequacy and operating effectiveness of internal financial controls
system over financial reporting, which has been enclosed as 'Annexure A' to the
Independent Auditors' Report.
Significant Audit observations, if any, and corrective actions taken by
the Management are presented to the Audit Committee of the Board from time to time.
There are no qualifications, reservations or adverse remarks or
disclaimers made in the Auditors' Report.
Secretarial Audit
In terms of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank has appointed
M/s Alwyn Jay & Co., Company Secretaries in Practice, to undertake Secretarial Audit
of the Bank for the FY 2021-22. The Secretarial Audit Report submitted by M/s Alwyn Jay
& Co. is furnished at Annexure III, and forms an integral part of this Report.
The Secretarial Audit Report submitted by M/s Alwyn Jay & Co. for
FY 2021-22 does not contain any qualification, reservation or adverse remark.
Employees Stock Option Scheme
The Bank had instituted the Employee Stock Option Scheme (ESOS-2020) to
enable its employees, including Whole- time Directors, to participate in the capital
appreciation and future growth of the Bank. Under the Scheme, Options can be granted,
which upon exercise could give rise to the issuance of a number of shares up to 7% of the
aggregate number of paid-up equity shares of the Bank from time to time. The eligibility
and number of Options to be granted to an employee is determined on the basis of criteria
laid down in the Scheme and is approved by the Compensation and Nomination &
Remuneration Committee of the Board of Directors.
An aggregate of 5,19,25,433 Options, comprising 6.70% of the Bank's
paid-up Equity Capital, have been granted under the Scheme. Statutory disclosures as
required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 are given
at Annexure IV, and form an integral part of this Report.
The Annual Certificate on compliance with the SEBI (Share Based
Employee Benefits & Sweat Equity) Regulations, 2021 issued by the Secretarial Auditor
of the Bank shall be hosted on the Bank's website, as the 28th Annual General Meeting will
be held through Video Conference facility.
The Employees Stock Option Plan is administered by the Compensation and
Nomination & Remuneration Committee of the Board.
Statutory disclosures as mandated under Regulation 14 of the SEBI
(Share Based Employee Benefits & Sweat Equity) Regulations, 2021, have been hosted on
the website of the Bank at:
https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html
Compliance with Secretarial Standards
The Bank has complied with the provisions of the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and has put in place
systems which are adequate and 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.
Proceedings under Insolvency and Bankcruptcy Code
Details of application made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review, along with
their status as at the end of the financial year:
| Pan No. |
Borrower |
Date of filing the case |
Date of admission |
Is the case filed under RBI direction? |
Resolution status (RP / Liquidation /
Delay / Yet to be Admitted) |
Remarks |
| AAACG0108J |
Gallium Industries Ltd |
30/06/2017 |
21/07/2017 |
No |
Liquidation Order Passed |
The Liquidation order was passed on
17.12.2018 & liquidator has sold all assets and distributed the amount to the
stakeholders as per claims. The liquidator has also filed an IA in NCLT seeking
investigations against the directors of the corporate debtors by Serious Fraud
Investigation Office (SFIO). The application is listed for hearing on 02.08.2022.
Liquidator is also in process of filing application in NCLT for dissolution of the company
since all the assets of the company have been sold off under liquidation. |
| 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), an application u/s 7 of IBC has been filed against the Corporate Guarantor-
Cox & Kings Global Services Ltd on 29.06.2020 before Mumbai NCLT which is pending for
admission. |
| AAACW6349M |
Siti Network Limited (Borrower) Zee
Entertainment Enterprises (Corporate / DSRA Guarantor) |
25/01/2022 |
|
No |
Yet to be Admitted |
In the matter of Siti Network Limited
(borrower), an application u/s 7 of IBC has been filed against the Corporate / DSRA
Guarantor- Zee Entertainment Enterprises Limited on 25.1.2022 before Mumbai NCLT which is
pending for admission. |
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, the Directors make the following statement
in terms of Section 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 31,2022, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures, if any;
(b) that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied consistently and that judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Bank as at March 31,2022, and 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 adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Bank and for preventing and detecting frauds and
other irregularities;
(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
financial controls were adequate and operating effectively; and
(f) that systems to ensure compliance with the provisions of all
applicable laws were in 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, the Annual Return of the Bank as on March 31,2022, in the prescribed Form MGT-7
is available on the Bank's website at:
https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html
Particulars of Employees
The Bank had 33,582 employees on its rolls as on March 31,2022.
78 employees employed throughout the year were in receipt of
remuneration of ' 1.02 crores per annum or more, and 27 employees employed for the part of
the FY 2022 were in receipt of remuneration of ' 8.50 lakh per month or more.
The information containing particulars of employees pursuant to Section
197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, the
above details are not being sent along with this Annual Report to the Members of the Bank
in line with the provision of Section 136 of the Companies Act, 2013. Members who are
interested in obtaining the details may please send an email to the Secretarial Team at
investor@indusind.com.
None of the employees hold (by himself or along with his spouse and
dependent children) more than two percent of the Equity Share Capital 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 and Remuneration of Managerial Personnel) Rules, 2014 including the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are given at
Annexure V which forms an integral part of this Report.
Policy on Remuneration to Non-Executive Directors
The Bank has formulated and adopted a Policy on Remuneration to
Non-Executive Directors of the Bank, in terms of the guidelines prescribed in RBI Circular
dated April 26, 2021, on compensation of Non-Executive Directors of private sector banks.
During the year under review, the Independent Non-Executive Directors
of the Bank were paid Fixed Remuneration of ' 10 lakhs per annum, and Sitting Fees for
attending meetings of the Board and various Board Committees held during the year under
review.
Mr. Arun Tiwari, Non-Independent, Non-Executive, Part-time Chairman of
the Bank was paid fixed remuneration of '30 lakhs per annum, in terms of the approval
granted by the Shareholders and the Reserve Bank of India, and Sitting Fees for attending
meetings of the Board and various Board Committees held during the year under review.
The annual remuneration payable to a single Non-Executive Director of
the Bank did 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' has been hosted
on the Bank's website at:
https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html
#policies-and-codes
Details on remuneration paid to the Managing Director of the Bank, are
given under the Corporate Governance Report, which forms part of the Annual Report.
Particulars of Loans, Guarantees or Investments outstanding
Pursuant to Section 186(11) of the Companies Act, 2013, loans made,
guarantees given, securities provided or acquisition of securities by a banking company in
the ordinary course of its business are exempted from the disclosure requirement under
Section 134(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 conducted on an 'arm's length basis' and in the 'ordinary course of business'
of the Bank, and therefore does not attract the provisions of Section 188 of the Companies
Act, 2013.
Further, there are no materially significant Related Party Transactions
entered by the Bank during the year under review, with any of its Related Parties, viz.,
Promoters, Directors, Key Management Personnel, Subsidiary and other related entities
including IMFS, an Associate Company, which may have potential 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 has been hosted on the Bank's website at:
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
Statements of IndusInd Bank Limited ('the Bank'), Bharat Financial Inclusion Limited
(formerly known as IndusInd Financial Inclusion Limited) ("BFIL") ("the
Subsidiary") and IndusInd Marketing and Financial Services Private Limited
("IMFS") ("the Associate") has been prepared and is included in the
Annual Report.
In accordance with Section 136(1) of the Companies Act, 2013, the
Annual Report of the Bank, containing therein its standalone financial statements and the
consolidated financial statements and all other documents required to be attached thereto
has also been hosted on the Bank's website at:
https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html
Further, the audited annual accounts of the Subsidiary of the Bank has
been hosted on the Bank's website at:
https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html
In the preparation of the Consolidated Financial Statements, the
Standalone Financial Statements of BFIL, the wholly-owned subsidiary for the year ended
March 31,2022, have been considered on a line by line basis by adding together like items
of assets, liabilities, income and expenses, in accordance with AS 21.
In accordance with AS 23, the Standalone Financial Statements of IMFS,
an associate in which the Bank has a 30% stake, has been considered in the Consolidated
Financial Statements by adopting 'Equity Method'.
Indian Accounting Standards (Ind AS)
The Reserve Bank of India (RBI) issued a circular in February 2016,
requiring Scheduled Commercial Banks to implement Indian Accounting Standards (Ind AS)
from April 1,2018. Vide a press release dated April 5, 2018 the implementation was
deferred by one year. The legislative amendments recommended by the Reserve Bank towards
implementation of Ind AS are still under consideration of the Government of India.
Accordingly, RBI had, through a notification dated March 22, 2019, deferred the Ind AS
implementation until further notice.
Pursuant to the RBI Circular dated February 11,2016, the Bank formed a
Steering Committee, comprising members from crossfunctional areas, for the purpose of
reviewing and monitoring the progress of implementation. The Bank had set up a Working
Group under the guidance of the Steering Committee and has conducted Gap Assessment and
identified the differences between the current accounting framework and Ind AS, including
the identification of the accounting policy options provided under Ind AS 101, First Time
Adoption. The Bank had engaged the services of a professional firm with international
experience in the field, to assist in the project of implementation of Ind AS. The Bank
has obtained licenses for IT systems to automate Expected Credit Losses and Effective
Interest Rate calculations towards implementation of Ind AS and the project is currently
under implementation. The Bank continues to organize trainings for its teams across
business and support functions. The Audit Committee of the Board of Directors has an
oversight on the progress of the Ind AS implementation. Further, there may be regulatory
guidelines and/or clarifications in some of the critical areas with respect to application
of Ind AS, which the Bank will need to incorporate in its implementation project as and
when those are issued.
In accordance with RBI directions, the Bank has been submitting
standalone pro forma Ind- AS financial statements along with other computations to the
RBI, from time to time.
Corporate Social Responsibility and Sustainability
In line with the CSR strategy, the Bank is committed to various long
term community development projects that have a large positive impact. Consistent with the
requirements of Section 135 of the Companies Act, 2013 and CSR Rules 2014, the Bank has
set up a Board-level CSR & Sustainability Committee to look after the CSR initiatives.
The Committee is headed by Mrs. Akila Krishnakumar as the Chairperson, Mr. Rajiv Agarwal,
Mr. Sanjay Asher and Mr. Sumant Kathpalia as Members.
The composition of the CSR & Sustainability Committee is in
accordance with Section 135 of the Companies Act, 2013.
The Bank revised its CSR Policy and strategy to align with National
priorities and SDGs focused on long term approach with programs which provide maximum
societal impact, aligning with the CSR mission of designing sustainable CSR programs and
leveraging the Brand.
In FY 2021-22, the Bank designed a Holistic Rural Transformation
Flagship program initiative with a mission to improve the income levels and standard of
living of the rural communities aligning with NITI Aayog Aspirational Districts. It would
have a long term perspective of 5-10 years, with impact on:
• Economic Empowerment of communities
• Improved efficiency in natural resource management
A significant allocation of CSR spends would be towards this as the
program scales up and stabilizes.
The Bank continued its emphasis on Sustainable Environment, Education,
Healthcare, Sports. These are mid-term programs designed to solve critical issues in the
ecosystem. These programs include water stewardship, afforestation, renewal energy,
climate adaptation, remedial education, school/college interventions, assisted learning,
fellowship/scholarship, non-formal education, setting up of healthcare clinics, treatment
of children suffering from cancer, affordable healthcare to marginalized community, mother
& child care, sports for women/people with disabilities/underprivileged, employable
skill development, etc.
Under Other Areas of Special Interest, the Bank supported with COVID
relief to various stakeholders, livelihood and skilling programs and supported Armed
Forces Veterans, Widows and their families. These were need based programs and short term
in nature.
The Bank has supported CSR initiatives of Bharat Financial Inclusion
Limited, its wholly- owned subsidiary. Two major initiatives, viz., Bharat Sanjeevani (on
livestock care) and Pragat (Integrated Development Program including Water, Healthcare and
Education) are supported.
The CSR Initiatives / Projects undertaken by the Bank are in accordance
with Schedule VII of the Companies Act, 2013.
Companies, on the basis of criteria prescribed under Section 135 of the
Act, are required to spend at least Two per cent of their Average Net Profits made during
the three immediately preceding financial years, in pursuance of their Corporate Social
Responsibility Policy. Accordingly, the Bank spent ' 108.69 crores against budget of
'107.41 crores, towards various CSR activities specified in Schedule VII of the Companies
Act, 2013.
The Report on CSR activities undertaken by the Bank during the year
under review, is set out at Annexure VI and forms an integral part of this Report.
The CSR Policy, amended during the year, is framed basis the activities
permitted under Schedule VII of the Companies Act, 2013. Details of the CSR Policy and
initiatives adopted by the Bank on CSR, are available on Bank's website at:
https://www.indusind.com/in/en/csr-home/our-approach/csr-policy.html
Sustainability
The Bank has adopted a comprehensive approach to improve its triple
bottom line (i.e., People, Planet and Profit) performance by integrating sustainability
considerations in its business practices, decision-making, operations and products. The
Bank understands that inclusion of sustainable practices is key for surviving and thriving
in the long run and therefore, the Bank is diligently looking at adopting business
products, practices, processes, risk and operations that reflect its long-standing view -
"Good Ecology is Good Economics".
The Bank upholds sustainability in every aspect of its functioning,
devising various board committees, councils and teams. At the apex lies the CSR and
Sustainability Committee of the Board, followed by the Sustainability Council and the
Sustainability Team. Sustainability theme is embedded across our diverse Businesses and
Operations units. The centralized Sustainability unit works closely with various
stakeholders in developing the ESG strategy for each department. This rolls up to form the
overall Bank's ESG strategy, which underpins the Bank's overall Planning Cycle-5 Business
Strategy. IndusInd has embedded sustainability across all 3 major areas - Business, Risk,
and Banking Operations.
As a responsible lender, the Bank has also integrated ESG
considerations into its Credit Appraisal process. Various ESG linked products and
solutions have been offered to our retail and corporate clients. This comprehensive
approach showcases our leadership position in the industry as a sustainable Bank. This has
helped IndusInd Bank win the Asiamoney Best Bank for ESG India 2022 Awards and Bank's
inclusion in the S&P Dow Jones Sustainability Yearbook 2022 consecutively for a second
year, which showcases that the Bank clearly looks beyond profits to focus on its people,
the society and the planet.
The Bank has adopted 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., for assessment and accountability in
sustainability performance.
Business Responsibility and Sustainability Report (BRSR)
As per SEBI Listing Regulations, the Business Responsibility and
Sustainability Report ("BRSR") form part of the Directors'Report.
The Bank has provided BRSR, in lieu of the Business Responsibility
Report which indicates the Bank's performance against the principles of the 'National
Guidelines on Responsible Business Conduct. This would enable the Members to have an
insight into environmental, social and governance initiatives of the Bank.
In view of the above and in compliance with Regulation 34(2) of the
SEBI Listing Regulations, the BRSR, has been hosted on the Bank's website at:
https://www.indusind.com/in/en/sustainability.html
Corporate Governance
The Bank believes that Corporate Governance is a reflection of its
value system, encompassing its culture, its policies, and its relationships with the
stakeholders. Responsible and ethical corporate conduct is integral to the way the Bank
does its business.
The Bank also believes that consistent implementation of good corporate
governance practices contributes towards developing and sustaining the best operating
systems and processes.
Integrity, transparency and accountability are the basic tenets of
Corporate Governance. The Bank acknowledges the need to uphold the integrity of every
transaction it enters into, and believes that honesty in its internal conduct would be
judged by its external behavior.
The Bank has adopted the industry best practices of Corporate
Governance and aims to continue banking on the highest principles of governance and
ethics. At IndusInd, Corporate Governance is more than just adherence to the statutory and
regulatory requirements. It is equally about focusing on voluntary practices that underlie
the highest levels of transparency.
The Governance framework is driven by the objective of enhancing
long-term stakeholder value, without compromising on Ethical Standards and Corporate
Social Responsibilities.
The Bank's guiding principles are also articulated through its Code of
Business Conduct and various initiatives taken to maintain transparency by communicating
with the Shareholders on developments in the Bank. The Bank has also set up various
subCommittees of 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 Stock Exchanges for dissemination to the Stakeholders. Detailed disclosures
regarding corporate governance are provided in the Corporate Governance Report, which
forms part of the Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report, as prescribed under
Regulation 34(2)(e) of the SEBI Listing Regulations, forms part of the Annual Report.
Significant and Material Orders Passed by Regulators or Courts or
Tribunal Impacting the 'Going Concern' Status and Operations of the Bank
During FY 2021-22, there were no significant and material Orders passed
by the Regulators / Courts / Tribunal that would 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 have occurred between the end of the financial year of the Bank to which the
Financial Statements relate and the date of this Report.
Awards and Accolades
1) Bank was bestowed with the Asset Asian Triple Awards 2021:
a) Treasury, Payment and Working Capital Category
• Best in Treasury and Working Capital Public Sector India
• Best Payment and Collection Solution India AutoPe Payment
Solution
• Best Payment and Collection Solution India Cashfree Payments
India
• Best Payment and Collection Solution India - Nupay
• Best Payment and Collection Solution India - Maharashtra State
Cooperative Cotton Growers Marketing Federation
b) Supply Chain Finance Category
• Best Service Provider (India) Distribution Finance - 3rd Year in
a row
• Best Supply Chain Solution: India - Dell India
• Best Supply Chain Solution: India - Haler Appliances (India) P.
Ltd
• Best Supply Chain Solution: India - APL Apollo Tubes Ltd.
• IndusInd Bank ranked 2nd in the Ashok Leyland Product Funding
during the year 2020 at Annual Financier Award 2020 from Ashok Leyland.
2) FICCI CSR Awards 2019-20:
In the category of Environment Sustainability for the Bank's Drain
Restoration Project, Gurgaon and in the category of Inclusive Development of PWDs for the
Bank's Para-Champions Programme.
3) ASIAMONEY FX Survey 2021:
The Bank was adjudged as the Market Leader, India in ASIAMONEY Foreign
Exchange Survey 2021.
4) BNY MELLON STP Award 2020:
The CGMO Trade & Remittance Operations team of the Bank received
2020 BNY Mellon STP award in recognition of achieving exceptional STP rate of 96.37%.
5) VMware Customer Excellence Award for Improved Customer Experience
(October 2021) :
The Bank was awarded with the Global VMware Customer Excellence Award.
6) Finacle Innovation Awards 2021 (November 2021)
The Bank was winner in the following categories:
a) COVID Response Innovation (for the initiative - Indus Easycredit for
Individuals)
b) Ecosystem-led Innovation (for the initiative - Account Aggregator
Framework)
7) DigiDhan Awards 2020-21
The Bank has been awarded with the Utkarsh Puraskar of DigiDhan Award
2020-21 for achieving 1st highest percentage of digital payment transactions (Category:
Large & Medium Private Sector Banks)
8) The Bank has been awarded the global'Celent Model Bank'award
under the category of'Payments System Transformation' for building a best-in-class
Enterprise Payments Hub (EPH).
9) The Bank has been awarded as #1 - Best Financier for 2021 at JCB
India Annual Financiers Awards 2021. IndusInd Bank has won this award for 5 years in a
row.
10) The Bank has been adjudged the winner in the category of 'Best
Savings Product' at the FE Best Banks Awards 2020-21.
11) The Bank has been awarded with the 'Outstanding Digital CX -
SME Payments' for its flagship mobile application for merchants - 'Indus Merchant
Solutions'
12) CSR Awards 2021:
a) The Bank has been awarded the CSR TIMES Award 2021 for: (i) CSR
Project Water Resource Development & Management in Environment, Climate, Forest,
River/Water Waves Category; and (ii) School Academic Improvement Program in Education
Category.
b) The Bank has been awarded the CSR Universe COVID Response Impact
Awards 2021 - 'Award of Excellence in Promoting Sports.'
c) The Bank has been awarded the CII National Awards for Excellence in
Water Management 2021 for the Project PRAGAT - Implemented by BFIL.
Policy on Prevention, Prohibition and Redressal of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Bank has complied with provisions relating to the constitution of
Internal Complaints Committees under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The disclosures relating to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, is included in the Corporate Governance
Report, which forms an integral part of the Annual Report.
Cautionary Statement
Certain statements in the Directors' Report and in the Management
Discussion and Analysis document describing the Bank's objectives, estimates and
expectations may be 'forward-looking statements' within the meaning of applicable
Securities Laws and Regulations. Actual results could differ substantially from those
expressed or implied. Important factors that could make a difference include economic
conditions in the domestic and overseas markets, changes in Laws / Regulations, and other
incidental factors.
Annexures
The following documents are annexed to the Directors' Report:
(i) Certificate on Declaration of Independence of Directors from
Company Secretary in Practice.
(ii) Certificate from Secretarial Auditor on disqualification of
directors pursuant to Regulation 34(3) of the SEBI Listing Regulations.
(iii) Secretarial Audit Report of the Bank, for the financial year
ended March 31,2022.
(iv) Statutory Disclosures regarding administration of ESOPs for the
financial year ended March 31,2022.
(v) Disclosure on remuneration pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
(vi) Annual Report on CSR activities undertaken by the Bank during the
financial year ended March 31,2022, in terms of Notification dated 22 January, 2021,
issued by the MCA.
Acknowledgements
The Directors are grateful to the Shareholders for the trust and
confidence reposed by them in the Bank.
The Directors are also grateful to the Reserve Bank of India, the
Ministry of Corporate Affairs, Securities and Exchange Board of India, Insurance
Regulatory and Development Authority and the Stock Exchanges, for the guidance and support
extended by them to the Bank.
The Board thanks its valued Customers for their patronage, and looks
forward to the growing of this mutually supportive relationship in future.
The Board expresses its deep sense of appreciation to all employees for
their excellent performance, strong work ethic, and untiring commitment, which qualities
have contributed to the Bank's continued progress in a challenging environment.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Arun Tiwari |
| Place : Mumbai |
Chairman |
| Date : July 18, 2022 |
DIN: 05345547 |
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