Axis Bank Ltd
Chairman Speech
"Staying true to our ethos of customer centricity, our 78,000+ team members
collectively and individually went above and beyond their call of duty to serve our
customers, our communities and most importantly our nation and the economy during one of
the most challenging phases of our lifetime
Amitabh Chaudhry
Dear Shareholders,
Fiscal 2020-21 was truly an extraordinary year in history. The unprecedented health
crisis that still continues to unfold across the country, brought the best out of us as we
made steady progress towards our medium-term GPS objectives while delivering on our 'Dil
Se Open' promise to our stakeholders.
Through the year, our support to customers and communities in helping them emerge from
the COVID pandemic remained unwavering. I am proud of the commendable efforts and
character displayed by all the team members of Axis family. I would also like to thank all
the COVID Warriors for the tremendous job that they have been doing, especially the
healthcare professionals, who are constantly fighting all odds to save thousands of lives.
As the economy continues to combat the second wave of unprecedented COVID-19 pandemic,
we as a Bank reiterate our commitment of being 'Open' to our customers' needs, concerns,
challenges and aspirations. My heart goes out to all who have been directly impacted by
the pandemic. However, the fast pace of vaccination and slowdown in new infections in
several states do provide hope. I am confident that we can and will come out of this
together.
Despite the challenges that came our way in 2020, our proactive approach towards
strengthening the organisational core and technological capabilities, along with focused
execution helped us overcome the odds. Significant investments in digital banking,
adopting a cloud-first technology and analytics-driven decision-making definitely helped
us deliver strong operational performance. Every passing quarter we improved, led by our
focus on building granularity across business segments and ‘One Axis' philosophy to
drive sustainable and profitable growth. At the same time, we continue to remain prudent
and conservative in fortifying our balance sheet and enhancing our capital levels in an
uncertain environment, we all are hoping is short lived.
During the fiscal, we witnessed consistent and strong sequential growth in deposits,
advances and fees. Our focus towards building a quality liability franchise saw sustained
momentum with 18% growth in average granular retail deposits consisting of CASA and RTD
deposits. Our advances grew 9% y-o-y led by quality growth across our Retail, Commercial
Banking (CBG) and Corporate banking segments.
The operating profitability continued to remain steady with 16% growth in net interest
income and 10% growth in operating profits, despite our prudent stance on accounting
policies. Our focus on granularity in fees continued to play out well with the share of
granular retail and transaction banking, including forex-related fees increasing to 83%.
We also continued to deliver on our profitability vector of improvement in efficiencies
across our businesses, with reduction in cost to average assets to 1.96% from 2.09% in
previous fiscal.
We remained proactive and prudent in our approach towards provisioning and policies and
had been very selective towards restructuring and ECLGS.
Over the year, we took several actions across accounting and provisioning policy
changes to ensure that our balance sheet remains resilient across cycles. We increased our
provision coverage ratio from 69% to 72% while also building significant additional
non-NPA provisioning buffers of over '12,000 crores, which translates to standard asset
coverage ratio of 1.95%. Further, our rule-based provisioning norms have ensured that NPAs
are provided early and adequately. The Bank's net NPA declined from 1.56% to 1.05% and the
fund-based BB and below book remained flat in percentage terms as compared to the last
fiscal.
During fiscal 2020-21, the Bank successfully raised '10,000 crores of capital. This
strengthened the Bank's capital ratios further, with total adequacy of 19.12% and CET1
ratio of 15.40%. The Bank's strong balance sheet and healthy capital position ensures that
we enter this cycle from a position of strength.
As an organisation we have been constantly evolving, challenging ourselves to raise the
bar on innovation and strengthening our core, to transform into a more agile and
future-ready organisation. We have been working towards our goal to deliver distinctive
and world-class customer experience through an optimal mix of human touch and technology.
During the year, we continued to strengthen the core pillars of our franchise - people,
products and technology for driving executional excellence. We made some important
organisational structure changes in wholesale and retail segments to streamline and
simplify our functioning and bring in greater accountability, productivity and
efficiencies.
We also bolstered our leadership team significantly with our existing leaders taking on
larger and newer responsibilities, while we brought in new talent who had the breadth and
the experience to match our aspirations.
The pandemic also accelerated the technology investments and execution of
transformation projects.
We significantly ramped up the opex and capex spends in technology towards modernising
the core systems, scaling up the Cloud portfolio for supporting the real-time business
models and building resilience across our operations. We adopted a cloud-first approach
for our digital banking platform with over 50 initiatives on cloud, which is one of the
highest in this area within the Indian financial service sector.
During the year, we started a multi-year technology transformation programme that will
accelerate our journey towards our goal of being a sustainable future-ready Bank. We have
made significant investment in the ‘Business Solutions Group' to drive innovative
technology solutions and build greater collaboration between business and technology. We
have adopted agile methodology with multiple cross-functional squads working on over 220
high-priority, organisation-wide transformation projects.
The execution of these projects have largely remained on track with 50% of them fully
completed with promising outcomes in the form of reduction in turnaround times, improved
productivity and better customer experience. The implementation of tech-driven
transformation project
‘Sankalp' in our CBG segment, for example, has helped in reducing the loan
approval time by nearly 75% while pushing the productivity of RMs up by 2 to 3 times.
Our investments towards strengthening our operational and technological infrastructure
well before the outbreak of pandemic in India ensured that all our critical operations
were executed on time. Almost all of our branches and ATMs too remained functional
following all the health safety and regulatory guidelines.
We implemented one of the largest Work-From-Home programmes in the industry with over
20,000 concurrent users who were able to work remotely with access to all the Bank
systems. Further almost all of our team members co-ordinated seamlessly amongst themselves
and external stakeholders using the collaborative tools. We also enabled over 60,000
frontline team members on Bring Your Own Device (BYOD) environment, thereby helping them
to maintain connect and serve customers during the pandemic.
We also strengthened our digital collection infrastructure that helped in higher demand
resolution during the year.
The Bank has over the last decade built a strong Retail franchise with powerful
distribution network, wide deposit customer base and robust data analytics capabilities
that have enabled us to grow our business in challenging time period.
On the deposits side, our focus on deepening existing liability relationships and
acquiring the quality customers as part of premiumisation strategy continued to progress
well. During the year, we acquired over 6.7 million new liability relationships including
over 2.8 million new savings account relationships that had higher average balances across
retail savings and premium segment accounts.
Our emphasis on acquiring top corporate relationships in salary segment resulted in 25%
y-o-y growth in our salary deposits book.
During the year, our domestic retail advances book grew 11% as we continued with our
focus on growing the secured retail lending products segment like home loans, LAP, SBB
that grew by 12%, 20% and 30% y-o-y respectively. Our disbursements across the secured
segments continued to improve sequentially through the year and touched new highs aided by
improvement in operational processes and focused execution.
Over the last two years, we have initiated several large process transformation and
technology initiatives across our branches and other distribution channels to bring in
effectiveness and efficiencies while delivering distinctive and seamless omnichannel
experience to our customers. During the year, we sourced over 70% of retail assets from
existing Bank customers; with ~56% contribution from our branches.
We have also increasingly been leveraging our alternate Axis Virtual Centre (AVC)
channel that has over 1,500 virtual relationship managers across six centres to deepen
relationships and scale up growth. This channel continues to play an important role in
reaching out to customers with over 3 million customer contacts every month.
Our Deep Geo initiative continued to scale well as we expanded coverage to 1,577
branches and enrolled over 13,600 Common Service Centres (CSCs) to deepen presence in
rural and semi urban markets. The deposits from our Deep Geo branches grew 19% y-o-y while
the disbursements grew 59%.
As a result of our weekly region specific and focused product drives, strategic
partnerships with agri-corporates and digital enablement of processes, our overall rural
loan book grew 17% y-o-y.
We continued to maintain our strong positioning across the cards and payments
businesses as we focused on growing this segment profitably in a manner that meets our
risk and return hurdles. We have built strong partnerships with large players in retail
payments space, that now form the core of our Known to Bank (KTB) strategy through which
we intend to scale up our business further. During the year, we sourced nearly 2 lakh
credit cards through our partnerships with Flipkart and Google Pay. In the UPI space, we
further strengthened our position in fiscal 2020-21 with a market share of 17% as Payer
PSP. The Bank now has partnerships with all the major third- party UPI apps in the
ecosystem with more than 186 million customer VPAs registered as on 31 March, 2021. Our
Mobile Banking platform continues to be recognised as one of the highest rated financial
apps in the country.
Our wealth management business ‘Burgundy' continued to grow strongly with its AUM
growing 45% y-o-y to cross '2 trillion mark. Our vintage team of relationship managers,
wealth specialists and advisors, along with our strong product portfolio offerings helped
to scale up our ‘Burgundy Private' proposition to cover over 1,660 families with
assets of nearly '50,000 crores in just 15 months since its launch.
Our third-party products distribution business in Retail that we had created in fiscal
2019-20 to have a dedicated focus delivered strong 30% y-o-y fee income growth on back of
contextual product launches and enablement of digital processes. In our retail forex
business where we are one of the largest players, we launched outward remittance on mobile
app and fully digital forex card issuance platform to further enhance the customer
proposition.
We have made strong progress in our Digital Banking initiative that we had started in
fiscal 2019-20 with the objective of not only reimagining end-to-end customer facing
propositions, but also to scale up growth and productivity. We have 800-plus people fully
dedicated to digital transformation of the Bank including a strong in-house full stack
technology team of 110 people in roles across design, front-end and back-end development,
DevOps, Quality Assurance etc.
We have adopted OPEN approach towards reimagining customer journeys which involves
rebuilding entire journey with ‘zero' operations orientation using ‘proprietary'
in-house capabilities and delivering solutions that are ‘Ecosystems' capable and
metrics oriented. During the year, we launched bouquet of digital products across
deposits, loans, cards and investments, many of them being industry first like our
cloud-native loan management system built in-house and the full end-to-end digital forex
card proposition. These products have started making contribution to the Bank' sourcing
with close to 1.35 lakh digital SA accounts opened leveraging the video KYC while 71% of
fixed deposits and over 40% of Mutual Funds were sourced digitally in fiscal 2020-21. The
Bank's initiatives on the digital front have been widely recognised and the Bank was
awarded the 'Best Digital Bank' by Asiamoney and Financial Express during the year.
The Bank has been a pioneer in data analytics in Indian banking industry and has built
a dedicated team of over 400 members consisting of data scientists, data engineers and
business analysts with techno functional skillsets. We have been leveraging our strong
data analytics capabilities across the business functions for not only improving
cross-sell, customer experience, risk management and collections but also in fraud
detection, operational optimisation and budgeting. Big Data Lake is now an integral part
of our data analytics landscape and we have made significant progress towards further
enhancing our Big Data Tech Stack with ability to analyse and serve on Cloud. During the
fiscal, we also sourced 72% of credit cards and 57% of personal loans digitally backed by
our big data led analytics and proprietary machine learning models.
In the corporate segment, our focus has been to build granularity and grow the book
profitably, emphasising on segments that offer high growth opportunities and better RAROC.
During the year, our focused segments like Mid-Corporate and MNC delivered 31% and 49%
y-o-y growth. Our CBG which is one of the most profitable segments in Wholesale Bank
delivered strong performance with 13% y-o-y growth in advances.
We continued our focus on deepening relationships with better rated corporates with an
aim of not just lending balance sheet to these clients but also growing our wallet share
of non-credit business like trade, forex and cash management. We have made significant
progress towards becoming the transaction bank of choice for corporates with the share of
non-credit granular fees in overall corporate and commercial banking fee mix increasing to
57% in fiscal 2020-21 from 52% in fiscal 2019-20.
A key area of distinctiveness is our ability to deliver 'One Axis' to our customer. We
are currently one of a kind full-service Wholesale Bank that currently offers varied
solutions across all financial services. From, traditional banking products, debt capital
markets, investment banking to NBFC and Retail banking products like Burgundy wealth
management, salary and trust services, forex and commercial credit cards.
During the year, our various business segments within Retail and Wholesale Bank
collaborated with our subsidiaries to provide solutions to our clients, thereby deepening
the customer relationships further. We have over the last two years strengthened our
capabilities across our subsidiaries by strengthening the senior management teams,
developing innovative product offerings backed by improvement in processes and widening
our distribution reach through physical and digital channels.
The rigour and rhythm and concerted efforts made by teams collectively as One Axis have
started reflecting in the superlative financial performance of our domestic subsidiaries
that together delivered total profits of '833 crores, up 75% y-o-y. Axis AMC continued to
grow faster than the industry to deliver 2x growth in profits while our retail brokerage
subsidiary delivered 10x growth in profits. Axis Capital continued to maintain its
dominance in equity capital markets with 52 deals. Axis Finance too delivered profitable
growth with ROE of 14.60% and healthy capital adequacy ratio of over 20%. Even as our
investments in operating subsidiaries over last two years have remained flat at '1,815
crores, these operating subsidiaries delivered 17% CAGR growth in net worth.
However, our focus still continues to be on further scaling up the subsidiaries so that
they gain higher market share in their respective businesses. During the year, Axis
Securities acquired the customer trading accounts of Karvy Stock Broking to become the
third largest player with total customer base of 3.6 million. We have always believed in
increasing participation in the fast-growing life insurance space and recently completed
the stake acquisition in Max Life Insurance to become a co-promoter in India's fourth
largest insurance company.
GPS Progress
Through these unprecedented times, we have remain committed towards our ambition of
delivering on our medium-term strategic goals under the vectors of Growth, Profitability,
Sustainability. During the year, we continued to invest in several initiatives and
strategic projects in line with our GPS strategy.
Growth
- Led by our focus on building granularity across businesses and strong focus on
execution, we have delivered strong growth across our focused segments
- Our CASA deposits grew 20% with the share of CASA deposits increasing 372 bps to 45%
in overall deposits. Retail SA grew 19% while the CA growth stood at 26%
- Our Corporate loan book including TLTRO grew 16% with significantly higher growth
across our focused segments like Mid-Corporates and MNC
- Our CBG loan growth stood at 13% y-o-y
- Retail disbursements touched all-time highs during the fourth quarter
Profitability
- Net profit grew by 305% y-o-y
- Operating profits grew by 10% with NIMs improving to 3.53%
- Our cost to assets has moderated during the year to 1.96% from 2.09% and we continued
to focus on building cost consciousness across the Bank
- We continued to build granularity in our fee income with segments like third-party
products distribution and transaction banking growing by 30% and 9%, respectively
- Our domestic subsidiaries delivered 75% y-o-y growth in net profits
Sustainability
- In the last two years, we have taken concrete actions towards strengthening the core
around policies, processes, controls, and operations
- We have progressively strengthened our risk management framework and our credit
underwriting processes
- We have made significant progress on legacy issues with the proportion of BB and
below book having steadily declined over the years
- We have been proactive and prudent, and have built significant additional
provisioning buffers of over '12,000 crores with standard asset coverage ratio of 1.95%
As an organisation, we have always believed that our employees are our greatest asset
and true brand ambassadors of our culture and core values. Our employees, especially our
frontline team displayed unbridled enthusiasm, creativity, agility and ownership through
this challenging year. I take great pride in the fact that we were one of the first banks
to set in motion large-scale changes in our working model by introducing rostering across
branches, work from home' across large offices and ensuring hygiene safety and security
across the Bank. We also took the lead in introducing hybrid model of working and
redefining conventional work and jobs beyond full time, on-site employment with the launch
of GIG-A opportunities during the year. The new ways of working provided the much needed
flexibility and added to our productivity.
At Axis, we continued to invest in employee learning and their growth across levels,
businesses, functions and geographies. We also launched several certification and talent
development programmes for our middle management team towards building their leadership
capabilities so that they can shoulder the mantle of spearheading our GPS objectives to
the next level of achievement and success.
The community continues to be a critical stakeholder for us. During the year, the Bank
committed significant funds towards curbing the spread of COVID-19 pandemic. Axis Bank
Foundation played its role by providing relief supplies and facilitating higher standards
of hygiene and medical infrastructure in deep rural areas.
The Foundation also continued its initiatives towards positively affecting the rural
livelihoods by scaling up financial inclusion and skill development programmes to over 0.9
million households as part of its mission to reach 2 million households by 2025.
During the year, we made a conscious and concerted effort to scale up our
Environmental, Social and Governance (ESG)-aligned capabilities and performance by
integrating ESG topics into agendas of pertinent Board Committees. The Bank has
established an ESG Steering Committee comprising Heads of key departments who shall act as
ESG champions within and outside the Bank and help drive key mandates across the Bank. I
am happy to share that the Bank improved its ratings performance across key external ESG
assessment platforms like S&P Dow Jones, MSCI and CDP during the year, even as it
continued to feature in the prestigious FTSE4Good Emerging Index for the fourth
consecutive year in 2020.
Even as we continue to witness the impact of second wave of COVID, I sincerely hope
that the acceleration in vaccination drives and continued fiscal and monetary measures by
government and the regulator would help the economy to recover from this pandemic by H2 of
fiscal 2021-22. We are planning to use this disruption in business to further strengthen
our core. We believe that our building blocks are firmly in place with granularity now
built across businesses, improving operational performance, strong capital and balance
sheet position to counter any unforeseen risks arising out of COVID wave 2. The medium-
term growth drivers remain firmly in place on the back of several initiatives taken by the
government to boost manufacturing and small industries, and recent shift in global
manufacturing and supply chain dynamics towards India.
In such an environment, large banks with healthy operational performance, strong
balance sheet and capital position, superior risk management and operational capabilities
would continue to grow faster than the overall sector.
I reiterate my gratitude to all my colleagues for their relentless and selfless efforts
in keeping the promise of ‘Dil Se Open' to our stakeholders despite all odds. I thank
our external stakeholders for their continued willingness to partner with Axis Bank in its
long-term growth journey.
We as One Axis will continue to challenge ourselves and strive towards building a
distinctive Axis Bank.
Warm Regards,
Amitabh Chaudhry
MD & CEO
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Axis Bank Ltd
Directors Reports
Dear Members,
Your Board of Directors (the Board) are pleased to present the 28th Annual
Report of Axis Bank Limited (the Bank) together with the audited financial statements for
fiscal 2022.
Financial Performance and State of the Bank's Affairs
The financial highlights (Standalone) for the year under review, are presented below:
(Rs In crores)
| Particulars |
2021-22 |
2020-21 |
Growth |
| Balance sheet |
|
|
|
| Deposits |
821,721 |
697,986 |
18% |
| Savings Bank Deposits |
242,449 |
204,473 |
19% |
| Current Account Deposits |
127,306 |
113,276 |
12% |
| Term Deposits |
451,966 |
380,237 |
19% |
| Advances |
707,696 |
614,399 |
15% |
| Retail Advances |
399,891 |
331,304 |
21% |
| Non-retail Advances |
307,805 |
283,095 |
9% |
| Total Assets / Liabilities |
1,175,178 |
986,798 |
19% |
| Profit & Loss account |
|
|
|
| Net Interest Income |
33,132 |
29,239 |
13% |
| Other Income |
15,221 |
12,264 |
24% |
| Fee Income |
13,001 |
10,686 |
22% |
| Trading Profit1 |
1,627 |
1,218 |
34% |
| Miscellaneous Income |
593 |
360 |
65% |
| Operating Expenses |
23,611 |
18,375 |
28% |
| Operating Profit |
24,742 |
23,128 |
7% |
| Provision for Tax |
4,357 |
2,217 |
96% |
| Other Provisions and Write offs |
7,360 |
14,322 |
(49%) |
| Net Profit |
13,025 |
6,589 |
98% |
| Balance in Profit and Loss account brought forward from previous year |
29,985 |
26,190 |
|
| Amount Available For Appropriation |
43,010 |
32,779 |
|
| Appropriations |
|
|
|
| Transfer to Statutory Reserve |
3,256 |
1,647 |
|
| Transfer to Capital Reserve |
441 |
848 |
|
| Transfer to Investment Reserve |
149 |
- |
|
| Transfer to Special Reserve |
609 |
- |
|
| Dividend paid |
- |
- |
|
| Transfer to Investment Fluctuation Reserve |
455 |
326 |
|
| Surplus carried over to Balance Sheet |
38,100 |
29,958 |
|
1
Excluding Merchant Exchange Profit
Key Performance Indicators
| Key Performance Indicators |
2021-22 |
2020-21 |
| Interest Income as a % of working funds1 |
6.26 |
6.78 |
| Non-interest Income as a % of working funds1 |
1.41 |
1.58 |
| Net Interest Margin (%) |
3.47 |
3.53 |
| Return on Average Net Worth (%) |
12.91 |
7.55 |
| Operating Profit as a % of working funds1 |
2.30 |
2.74 |
| Return on Average Assets (%) |
1.21 |
0.70 |
| Profit per employee2 (Rs In lacs) |
15.54 |
8.66 |
| Business (Deposits less inter-bank deposits + Advances) per employee2 (Rs
In crores) |
17.92 |
17.13 |
| Net non-performing assets as a % of net customer assets3 |
0.73 |
1.05 |
1
Working funds represent average total assets
2
Productivity ratios are based on average number of employees for the year
3
Customer assets include advances and credit substitutes Previous year figures
have been re-grouped wherever necessary.
Acquisition of Citibank's India Consumer Business
The Board at its meeting held on 30 March, 2022, approved the purchase of Citibank's
India Consumer Business from Citibank N.A. (acting through its branch in India) (CBNA) and
the NBFC Consumer Business from Citicorp Finance (India) Limited (CFIL), as going
concerns, without values being assigned to individual assets and liabilities of either of
the business, subject to fulfilment of specific conditions and obtaining requisite
approvals.
The Bank has executed Business Transfer Agreements (BTAs) with CBNA and CFIL on 30
March, 2022. The transaction will be given effect to in the books of the Bank on closing
which is subject to receipt of regulatory and other applicable approvals and completion of
customary and contractual conditions in accordance with the provisions of the BTAs.
The purchase comprises of credit cards, unsecured and secured lending portfolios,
wealth management, private banking and retail deposit businesses in India. The employees
of CBNA and CFIL consumer business will also be joining the Bank's workforce. The purchase
is well aligned with the Bank's GPS strategy framework towards premiumization and
granularization of customer base. The purchase will help to strengthen the Bank's retail
banking franchise and accelerate its growth ambitions across various consumer banking
segments.
Dividend
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations), the Bank has formulated and
adopted a Dividend Distribution Policy, which was reviewed by the Board and the same is
available on the website of the Bank at
https://www.axisbank.com/docs/default-source/quarterly-reports/
dividend-distribution-policy-of-the-bank.pdf.
In view of the overall performance of the Bank and while retaining capital to support
future growth, the Board at its meeting held on 28 April, 2022, recommended final dividend
of Rs 1/- per equity share of Rs 2/- each, subject to the approval of members at the
ensuing 28th Annual General Meeting (AGM).
In terms of revised Accounting Standard (AS) 4 ‘Contingencies and Events occurring
after the Balance sheet date' as notified by the Ministry of Corporate Affairs through
amendments to the Companies (Accounting Standards) Amendment Rules, 2016, dated 30 March,
2016, such proposed dividend has not been recognised as a liability as on 31 March, 2022.
Further, shares issued on exercise of ESOPs after 31 March, 2022 till record date will
also be eligible for proposed dividend of fiscal 2022.
In terms of the Income Tax Act, 1961, the dividend income is taxable in the hands of
members. Therefore, the dividend will be paid to the members after deduction of applicable
tax, if any.
Record Date
The record date for payment of dividend is mentioned in the notice of the ensuing 28th
AGM of the Bank.
Capital Structure Share Capital
During the year, the Bank issued and allotted 5,999,184 equity shares of Rs 2/- each of
the Bank, pursuant to exercise of stock options by the Whole-Time Directors / Employees of
the Bank and of its Subsidiary Companies, under the Employee Stock Option Scheme.
Consequent to the above, the total issued and paid-up equity share capital of the Bank
increased by Rs 1.20 crores to Rs 613.95 crores as on 31 March, 2022, as compared to Rs
612.75 crores, as on 31 March, 2021. The equity shares issued under the Employee Stock
Option Scheme ranks pari passu with the existing equity shares of the Bank.
Apart from the above, the Bank did not raise any additional equity share capital during
the year.
Reclassification to "Public" category from "Promoter" category
During fiscal 2022, five promoters of the Bank viz. The United India Insurance Company
Limited, National Insurance Company Limited, The New India Assurance Company Limited,
General Insurance Corporation of India and The Oriental Insurance Company Limited had been
reclassified from "Promoter" Category to "Public" Category in terms of
Regulation 31A SEBI Listing Regulations.
Accordingly, as on date, the Bank has two promoters i.e. Administrator of the Specified
Undertaking of the Unit Trust of India and Life Insurance Corporation of India.
Debt Instruments
During fiscal 2022, the Bank issued and allotted 26,000 Senior Unsecured Taxable
Redeemable Non-Convertible Debentures (Series 6) of face value of Rs 10 lac each,
aggregating to Rs 2,600 crore, on a private placement basis, to enhance long term
resources for funding infrastructure projects and affordable housing. The Audit Committee
of the Board (ACB) at its meeting held on 24 January, 2022, had reviewed and confirmed
that the Bank had utilized the said funds for the above-mentioned purposes only.
The Bank also issued Sustainable Additional Tier 1 (AT1) notes amounting to US$ 600
million. These are listed on ISM, the SGX- ST, India INX and NSE IFSC at GIFT City. This
was first such issuance from any Scheduled Commercial Bank in India.
Capital Adequacy Ratio
The Bank's overall Capital Adequacy Ratio (CAR) under Basel III stood at 18.54% at the
end of fiscal 2022, well above the benchmark requirement of 11.50% stipulated by the
Reserve Bank of India (RBI). Of this, the Common Equity Tier I (CET I) CAR was 15.24%
(against minimum regulatory requirement of 8.00%) and Tier I CAR was 16.34% (against
minimum regulatory requirement of 9.50%). As on 31 March, 2022, the Bank's Tier II CAR
under Basel III stood at 2.20%.
Ratings of various Debt Instruments
The details of all credit ratings obtained by the Bank along with revisions thereto, if
any, during fiscal 2022, for all the debt instruments outstanding as on 31 March, 2022,
are provided in the Report on Corporate Governance, forming part of this annual report.
Deposits
Being a banking company, the disclosures relating to deposits as required under Rule
8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Sections 73 and 74
of the Companies Act, 2013 (the Act), are not applicable to the Bank.
Change in the Nature of Business
During fiscal 2022, there has been no change in the nature of business of the Bank.
Material Changes and Commitments affecting the Financial Position of the Bank
There were no material changes or commitments affecting the financial position of the
Bank, between the end of the financial year of the Bank to which the financial statements
relate and up to the date of this report.
Subsidiaries, Joint Ventures and Associates
As on 31 March, 2022, the Bank has nine unlisted subsidiary companies, one step down
subsidiary and one associate company:
1. Axis Asset Management Company Limited undertakes the activities of managing the
mutual fund business.
2. Axis Mutual Fund Trustee Limited acts as the trustee for the mutual fund business.
3. Axis Capital Limited provides services relating to investment banking, equity
capital markets, institutional stock broking, mergers and acquisition advisory etc.
4. Axis Finance Limited is an Non-Banking Finance Company and carries on the activities
of corporate and structural lending, loan against property etc.
5. Axis Securities Limited is in the business of retail broking services.
6. A.Treds Limited is engaged in the business of facilitating financing of trade
receivables.
7. Axis Trustee Services Limited is engaged in trusteeship activities, acting as
debenture trustee and as trustee to various securitisation trusts.
8. Freecharge Payment Technologies Private Limited is in the business of providing
merchant acquiring services, payment aggregation services, payment support services, and
business correspondent to a Bank / Financial Institution, distribution of Mutual Funds.
9. Axis Bank UK Limited is the banking subsidiary of the Bank in the United Kingdom and
undertakes the activities of banking. The Bank has entered into a Share Purchase Agreement
on 31 March, 2021 for sale of 100% stake in its subsidiary, Axis Bank UK Limited to
OpenPayd Holdings Ltd. This transaction is subject to approval by the UK Financial
Regulator, the Prudential Regulation Authority (PRA).
10. Axis Capital USA, LLC, is a wholly owned subsidiary of Axis Capital Limited
incorporated in USA and provides financial services relating to equity capital market,
institutional stock broking to institutional investors in USA.
11. Max Life Insurance Company Limited, an associate of the Bank, is in the business of
life insurance and long-term saving and protection products. Axis Bank Limited (9.99%)
along with its subsidiaries viz. Axis Capital Limited (2%) and Axis Securities Limited
(1%) collectively hold 12.99% in Max Life Insurance Company Limited.
As on 31 March, 2022, the Bank did not have any joint venture company.
The financial position and performance of each of the Subsidiary Companies of the Bank
is given in the Management Discussion & Analysis Report, which forms part of this
annual report.
Consolidated Financial Statements
In accordance with the provisions of Section 129(3) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, as amended, the Bank has prepared consolidated financial
statements, which forms part of this annual report. The statement in Form AOC-1 containing
the salient features of the financial statements of the Subsidiary Companies and Associate
Company of the Bank, also forms part of this annual report.
In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of
the Bank, containing standalone financial statements and the consolidated financial
statements and all other documents required to be attached thereto are available on the
website of the Bank
https://www.axisbank.com/shareholders-corner/shareholders-information/annual-reports.
Further, in accordance with the fourth proviso to the said section, the audited
financial statements of each of the said Subsidiary Companies of the Bank are available on
the website of the Bank https://www.axisbank.com/shareholders-corner/shareholders-
information/annual-reports.
The said financial statements will be available for inspection by the members of the
Bank and Trustees of Debenture holders at the Registered Office of the Bank during
business hours on all working days except Saturdays, Sundays, Bank Holidays and National
Holidays. Any member interested in obtaining a physical copy of the said financial
statements can send an email to the Company Secretary of the Bank on
shareholders@axisbank.com.
Particulars of Loans, Guarantees and Investments
Pursuant to Section 186(11) of the Act, the provisions of Section 186 of the Act,
except sub-section (1), do not apply to a loan made, guarantee given or security provided
by a banking company in the ordinary course of its business.
The particulars of investments made by the Bank are disclosed in Schedule 8 of the
financial statements as per the applicable provisions of the Banking Regulation Act, 1949.
Corporate Governance
The Bank is committed to achieving and adhering to the highest standards of Corporate
Governance and it constantly benchmarks itself with best practices, in this regard.
The Report on Corporate Governance for fiscal 2022 along with General Shareholder
Information forms part of this annual report. M P Chitale & Co., Chartered Accountants
(Firm Registration No. 101851W), Joint Statutory Auditor of the Bank have issued
certificate confirming compliance with the mandatory requirements relating to Corporate
Governance as stipulated under Chapter IV of the SEBI Listing Regulations, and the same is
appearing before the Report on Corporate Governance.
The Corporate Governance framework of the Bank incorporates all the mandatory
requirements as prescribed in the SEBI Listing Regulations. The Bank has also adopted the
non-mandatory requirements as recommended in the SEBI Listing Regulations, as detailed in
the Report on Corporate Governance.
Management's Discussion and Analysis Report
The Management's Discussion and Analysis Report as stipulated under Regulation 34(2)(e)
of the SEBI Listing Regulations, forms part of this annual report.
Board of Directors
Appointment / Re-appointment of Directors
During the year, pursuant to the recommendation of the Nomination and Remuneration
Committee of Directors (NRC), the Board appointed / re-appointed the following directors:
1. Amitabh Chaudhry was re-appointed as the Managing Director & CEO of the Bank on
28 April, 2021, for a further period of three years, with effect from 1 January, 2022 up
to 31 December, 2024 (both days inclusive). The said re-appointment was approved by the
members of the Bank at 27th AGM held on 30 July, 2021 and by RBI vide letter
dated 14 October, 2021.
2. Prof. S. Mahendra Dev was appointed as an Independent Director of the Bank on 14
June, 2021, for a period of four years with effect from 14 June, 2021 up to 13 June, 2025
(both days inclusive). The said appointment was approved by the members of the Bank at 27th
AGM held on 30 July, 2021. He is not liable to retire by rotation, in terms of Section
149(13) of the Act.
The Board formed an opinion that Prof. S. Mahendra Dev has the integrity, expertise and
requisite experience, which is beneficial to the business interest of the Bank. Further,
he is in compliance with passing of online proficiency self-assessment test, as prescribed
under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
3. Ashish Kotecha was appointed as an Non-Executive (Nominee of entities affiliated to
Bain Capital) Director of the Bank on 14 December, 2021, to hold office with effect from
19 December, 2021 up to 18 December, 2024 or till the time entities affiliated to Bain
Capital are directly holding in the aggregate at least two percent (2%) of the equity
share capital of the Bank on a fully diluted basis, whichever is earlier. The said
appointment was approved by the members of the Bank vide postal ballot on 6 March, 2022.
He is liable to retire by rotation, in terms of Section 152 of the Act.
4. (a) Rajiv Anand, Executive Director (Wholesale Banking) was re-designated as the
Deputy Managing Director of the Bank and the said re-designation was approved by RBI from
the date of its letter i.e. 27 December, 2021 up to 3 August, 2022 i.e. remainder of his
tenure as the Executive Director (Wholesale Banking) of the Bank. The said re-designation
was approved by the members of the Bank vide postal ballot on 6 March, 2022.
(b) Rajiv Anand was re-appointed as the Deputy Managing Director of the Bank on 10
January, 2022, for a further period of three years, with effect from 4 August, 2022 up to
3 August, 2025 (both days inclusive). The said re-appointment was approved by the members
of the Bank vide postal ballot on 6 March, 2022. The approval of RBI for the aforesaid
re-appointment is awaited.
5. Rakesh Makhija was re-appointed as the Non-Executive (Part-time) Chairman of the
Bank on 25 January, 2022, from 18 July, 2022 up to 26 October, 2023 (both days inclusive).
The said re-appointment was approved by the members of the Bank vide postal ballot on 6
March, 2022. The approval of RBI for the aforesaid re-appointment is awaited.
6. Girish Paranjpe was re-appointed as an Independent Director of the Bank on 29 April,
2022, for a further period of four years, with effect from 2 November, 2022 up to 1
November, 2026 (both days inclusive). Based on performance evaluation and recommendation
of the NRC, the Board recommends his re-appointment to the members of the Bank.
7. T. C. Suseel Kumar, Non-Executive (Nominee Director) of the Bank, whose office is
liable to retire at the ensuing AGM, being eligible seeks re-appointment, in terms of the
provisions of Section 152(6) of the Act. Based on performance evaluation and
recommendation of the NRC, the Board recommend his re-appointment to the members of the
Bank.
Resolutions in respect of re-appointments of Girish Paranjpe and T. C. Suseel Kumar
have been included in the Notice convening the 28th AGM of the Bank.
Resignation / Retirement of Directors
1. Stephen Pagliuca ceased to be the Non-Executive Director (Nominee of entities
affiliated to Bain Capital) of the Bank, with effect from the close of business hours on
18 December, 2021, upon expiry of his tenure pursuant to the Investment Agreement between
the Bank and BC Asia Investments VII Limited, Integral Investments South Asia IV and BC
Asia Investments III Limited (Investment Agreement). Consequently, the tenure of Ashish
Kotecha as an Alternate Director to the Original Director, Stephen Pagliuca also expired
with effect from said date.
2. The Board on 29 September, 2021, considering the aspirations of Rajesh Dahiya,
Executive Director (Corporate Centre) of the Bank, accepted his decision seeking early
retirement from the services of the Bank. Accordingly, Rajesh Dahiya ceased to be the
Executive Director (Corporate Centre) and a Key Managerial Personnel of the Bank with
effect from the close of business hours on 31 December, 2021.
Key Managerial Personnel
During fiscal 2022, following changes took place in the Key Managerial Personnel of the
Bank:
1. Rajesh Dahiya ceased to be the Executive Director (Corporate Centre) of the Bank
with effect from the close of business hours on 31 December, 2021 due to early retirement.
2. Girish Koliyote ceased to be the Company Secretary and Compliance Officer of the
Bank, with effect from the close of business hours on 8 October, 2021 due to resignation.
3. Pursuant to the recommendations of the NRC, the Board appointed Sandeep Poddar, as
the Company Secretary and Compliance Officer of the Bank, with effect from 10 January,
2022.
The Board places on record its sincere appreciation for the valuable contribution made
by Rajesh Dahiya and Girish Koliyote during their tenure with the Bank.
Accordingly, Amitabh Chaudhry, Managing Director & CEO, Rajiv Anand, Deputy
Managing Director, Puneet Sharma, Group Executive & Chief Financial Officer and
Sandeep Poddar, Senior Vice President & Company Secretary are the Key Managerial
Personnel of the Bank, in terms of Section 203(1) read with Section 2(51) of the Act and
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Selection and Appointment of Directors
The selection and appointment of Directors of the Bank is done in accordance with the
applicable provisions of the Act, rules made thereunder, the Banking Regulation Act, 1949,
the Guidelines issued by the RBI and the relevant provisions of the SEBI Listing
Regulations. The Bank has formulated and adopted various policies with respect to
selection and appointment of directors i.e. Succession Planning Policy for the Board and
Key Officials of the Bank, Policy on Fit and Proper Criteria for Directors of the Bank,
Board Diversity Policy and Policy on Training of Directors, the details of which are
provided in Report on Corporate Governance, which forms part of this annual report.
Declaration of Independence
All the Independent Directors of the Bank have confirmed that they meet the criteria
prescribed for independence under the provisions of Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations.
The Board has assessed the veracity of the confirmations submitted by the Independent
Directors and thereafter took the same on record.
In the opinion of the Board, all the Independent Directors are independent of the
Management.
Board Performance Evaluation
The Act and the SEBI Listing Regulations relating to Corporate Governance provides for
evaluation of the performance of the Board, its Committees, Individual Directors and the
Chairperson of a company.
The Bank has institutionalised the Board Performance Evaluation Process. The NRC is the
nodal agency for conducting the said performance evaluation. The NRC annually reviews and
approves the criteria and the mechanism for carrying out the exercise effectively.
The methodology used for the annual Board Performance Evaluation, the outcome, progress
made over last year and the proposed action for implementation during fiscal 2023, are
provided in the Report on Corporate Governance, which forms part of this annual report.
Directors' Responsibility Statement
In terms of Section 134(3)(c) of the Act the Directors hereby state that:
a) the applicable accounting standards had been followed in the preparation of the
annual accounts for the financial year ended 31 March, 2022.
b) accounting policies have been selected and applied consistently, and judgments and
estimates made are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Bank as at 31 March, 2022 and of the profit of the Bank for the year
ended on that date.
c) proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Bank and for preventing and detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis.
e) adequate internal financial controls for the Bank to follow have been laid down and
these are operating effectively.
f) proper and adequate systems have been devised to ensure compliance with the
provisions of all applicable laws and these systems are operating effectively.
Meetings of the Board
The schedule in respect of the meetings of the Board / Committees, to be held during
the next financial year is circulated in advance to all the Members of the Board.
During fiscal 2022, 12 meetings of the Board were held and the gap between the said
meetings did not exceed the limit of 120 days, as prescribed under the relevant provisions
of the Act, the relevant Rules made thereunder and the applicable SEBI Listing
Regulations.
Audit Committee of the Board
The composition, role and functions of ACB, is provided in the Report on Corporate
Governance, which forms part of this annual report.
The Board has accepted all the recommendations made by the ACB.
Related Party Transactions
During fiscal 2022, the Bank has not entered into any materially significant
transactions with its related parties, which could lead to potential conflict of interest
between the Bank and these parties, other than transactions entered into with them in the
ordinary course of its business.
A statement giving details of all related party transactions, entered into pursuant to
the omnibus approval so granted, is placed before the ACB of the Bank for their review on
a quarterly basis. No transactions were entered into with related parties, which were not
in the ordinary course of the business of the Bank or which were not on an arm's length
basis. Accordingly, there are no transactions required to be reported in Form AOC-2. The
Bank has a Standard Operating Procedure for the purpose of identifying and monitoring such
transactions. In terms of the amended provisions of SEBI Listing Regulations relating to
related party transactions, the Bank vide Postal ballot on 8 April, 2022 has obtained the
approval of the members of the Bank for material related party transactions of the Bank
for fiscal 2023. The Bank in accordance with the SEBI circular no.
SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated 8 April 2022, will seek approval of the members at
the ensuing 28th AGM for material related party transactions, which will be
valid up to the date of the 29th AGM.
The Policy on Related Party Transactions has been reviewed by the ACB and the Board and
the same is available on the website of the Bank at
https://www.axisbank.com/docs/default-source/quarterly-reports/6policy-on-related-party-transactions.pdf
in terms of the SEBI Listing Regulations.
Whistle Blower Policy and Vigil Mechanism
The Bank has formulated and adopted a Whistle Blower Policy and Vigil Mechanism,
details of which have been provided in the Report on Corporate Governance, which forms
part of this annual report.
Maintenance of Cost Records
Being a banking company, provisions of Section 148(1) of the Act, relating to
maintenance of cost records is not applicable to the Bank.
Adequacy of Internal Financial Controls related to Financial Statements
The Bank has put in place adequate internal financial controls with reference to its
financial statements. These controls ensure the accuracy and completeness of the
accounting records and the preparation of reliable financial statements.
Plan and Status of IND AS Implementation
The RBI had issued a circular in February 2016 requiring Banks to implement Indian
Accounting Standards (Ind AS) and prepare standalone and consolidated Ind AS financial
statements with effect from 1 April, 2018. Banks were also required to report the
comparative financial statements for fiscal 2018, to be published along with the financial
statement for the year beginning 1 April, 2018. However, the RBI in its press release
issued on 5 April, 2018 deferred the applicability of Ind AS by one year (i.e. 1 April,
2019) for Scheduled Commercial Banks. Further, RBI in a circular issued on 22 March, 2019
has deferred the implementation of Ind AS till further notice.
During fiscal 2017, the Bank had undertaken a preliminary diagnostic analysis of the
GAAP differences between Indian GAAP vis-a-vis Ind AS. The Bank has also identified and
evaluated data gaps, processes and system changes required to implement Ind AS. The Bank
is in the process of implementing necessary changes in its IT systems wherever required
and other processes in a phased manner. The Bank is also submitting Proforma Ind AS
financial statements to RBI on a half-yearly basis.
In line with the RBI guidelines on Ind AS implementation, the Bank has constituted a
Steering Committee comprising members from the concerned functional areas, headed by the
Deputy Managing Director of the Bank. A progress report on the status of Ind AS
implementation in the Bank is presented to the ACB and Board of Directors on a quarterly
basis.
Remuneration Policy
The Bank has formulated and adopted a Remuneration Policy for its Non-Executive
Chairman and Non-Executive Directors and a Remuneration Policy for its Managing Director
& CEO, Whole-Time Directors, Material Risk Takers, Control Function Staff and other
employees (the Policies), in terms of the relevant provisions of Section 178 of the Act,
the relevant Rules made thereunder, the SEBI Listing Regulations and guidelines/circulars
issued by the RBI.
The details of the said Policies have been provided in the Report on Corporate
Governance, which forms part of this annual report. The said Policies are available on the
website of the Bank at https://www.axisbank.com/docs/default-source/quarterly-
reports/comprehensive-remuneration-policy.pdf, in terms of the SEBI Listing Regulations.
Employee Stock Option Scheme
The Bank has formulated and adopted Employee Stock Option Scheme (ESOS) for the
eligible Employees, Managing Director & CEO and Executive Directors of the Bank and
that of its Subsidiary Companies, in terms of the Regulations / Guidelines issued by the
Securities and Exchange Board of India.
Pursuant to the authority given by the members at the AGM held on 30 July, 2021, the
NRC approved certain amendments to the ESOS of the Bank in compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEB and SE)
Regulations 2021]. None of these amendments were prejudicial to the interests of the
employees.
The ESOS is in compliance with the SEBI (SBEB and SE) Regulations, 2021. A certificate
from the Secretarial Auditor of the Bank that the ESOS has been implemented in accordance
with SEBI (SBEB and SE) Regulations 2021 and in accordance with the resolutions passed by
the members of the Bank, will be placed at the 28th AGM of the Bank.
Disclosures as mandated under the provisions of Regulation 14 of the SEBI (SBEB and SE)
Regulations 2021, is available on the website of the Bank at
https://www.axisbank.com/shareholders-corner/corporate-governance/compliance-report.
Particulars of Employees
The information required pursuant to Section 197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect
of Directors / Employees of the Bank, is attached as Annexure 1 to this Report.
In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration in excess of limits
set out in said Rules forms part of this annual report.
In accordance with the provisions of Section 136(1) of the Act, the annual report
excluding the aforesaid information, is being sent to the members of the Bank and others
entitled thereto. The said information is also available for inspection by the members at
the Registered Office of the Bank during business hours of the Bank up to the date of the
ensuing Annual General Meeting.
Any member interested in obtaining a copy thereof, may write to the Company Secretary
of the Bank at its Registered Office or at shareholders@axisbank.com
Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Bank has formulated and adopted a Policy on Prevention of Sexual Harassment of
Women at workplace. The Bank has complied with the provisions relating to the constitution
of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The information relating to complaints received and
redressed during fiscal 2022 is provided in the Report on Corporate Governance, which
forms part of this annual report.
Statutory Auditors
The members at the 24th AGM of the Bank held on 20 June, 2018 appointed
Haribhakti & Co. LLP, Chartered Accountants, (Membership Number 103523W / W100048) as
the Statutory Auditors of the Bank to hold office as such from the conclusion of the 24th
AGM until the conclusion of the 28th AGM of the Bank.
RBI vide its notification no. RBI/2021-22/25 Ref. No.
DoS.QD.ARG/SEC01/08.91.001/2021-22 dated 27 April, 2021, has issued guidelines on
appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial
Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (the "RBI Guidelines").
The RBI Guidelines states that the Statutory Audit of Banks should be conducted jointly by
two eligible audit firms, who shall be appointed for a continuous period of three years,
subject to them satisfying the eligibility norms as stipulated therein, each year.
Further, as per the clarification issued by the RBI, Haribhakti & Co. LLP who had
completed three years until fiscal 2021, ceased to be the Statutory Auditors of the Bank
on the conclusion of 27th AGM of the Bank.
Accordingly, based on the recommendation of the ACB and the Board, the members of the
Bank approved the appointment of M P Chitale & Co., Chartered Accountants (Firm
Registration No. 101851W) and CNK & Associates LLP, Chartered Accountants (Firm
Registration No. 101961W/ W100036), as the Joint Statutory Auditors of the Bank, to hold
office from the conclusion of the 27th AGM until the conclusion of the 30th
AGM, on such terms and conditions, including remuneration, as may be approved by the ACB.
The approval of the RBI is required to be sought for the appointment of Joint Statutory
Auditors every year.
In accordance with the requirement of the aforesaid RBI Guidelines, the Bank has framed
a policy on appointment of Statutory Auditors and has also identified internal set of
evaluation criteria for assessing the goodness of fit in terms of experience and
eligibility for the audit firms including auditor independence.
There are no qualifications, reservations, adverse remarks or disclaimer made by M P
Chitale & Co., Chartered Accountants, and CNK & Associates LLP, Chartered
Accountants, in the Statutory Auditors Report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the relevant provisions of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank had
appointed Bhandari & Associates, Company Secretaries, to act as the Secretarial
Auditor of the Bank, for fiscal 2022.
The Secretarial Audit of the Bank was conducted in respect of the matters as prescribed
in the said Rules and set out in the Secretarial Audit Report, for fiscal 2022, attached
as Annexure 2 to this Report. There are no qualifications, reservations, adverse
remarks or disclaimer made by the Secretarial Auditor of the Bank, in its report.
In terms of SEBI circular no CIR/CFD/CMD1/27/2019 dated 8 February, 2019, relating to
Annual Secretarial Compliance Report, the Bank had appointed Bhandari & Associates,
Company Secretaries, for issuing the aforesaid report for fiscal 2022. The Bank will
submit the Annual Secretarial Compliance Report to the Stock Exchanges within the
prescribed time limit.
Certificate from a Company Secretary in Practice
In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the
Bank has obtained a Certificate from Bhandari & Associates, Company Secretaries,
confirming that none of the Directors on the Board of the Bank have been debarred or
disqualified from being appointed or continuing as Directors of the companies either by
the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any
other Statutory / Regulatory Authorities. The said certificate is attached as Annexure
3 to this Report.
Reporting of Frauds by Auditors
During fiscal 2022, pursuant to Section 143(12) of the Act, neither the Statutory
Auditors nor the Secretarial Auditor of the Bank have reported any instances of frauds
committed in the Bank by its officers or its employees.
Secretarial Standards
The Bank is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and the Secretarial Standards on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India (ICSI). The Bank has also voluntarily adopted
the recommendatory Secretarial Standard on Dividend (SS-3) and Secretarial Standard on
Report of the Board of Directors (SS-4) issued by ICSI.
Risk Management
Pursuant to Regulation 21 of the SEBI Listing Regulations, the Bank has constituted a
Risk Management Committee. The details of the said Committee and its terms of reference
are set out in the Report on Corporate Governance, which forms part of this annual report.
The Bank has formulated and adopted a robust Risk Management Framework. Whilst the
Board is responsible for framing, implementing and monitoring the Risk Management
Framework, it has delegated its powers relating to monitoring and reviewing of risks
associated with the business of the Bank to the said Committee. The details of the Risk
Management Framework and issues related thereto have been disclosed in the Management's
Discussion and Analysis Report, which forms part of this annual report.
Corporate Social Responsibility
The Bank has been undertaking Corporate Social Responsibility (CSR) activities since
2006 through Axis Bank Foundation (ABF), its CSR arm. With the introduction of Section 135
of the Act which made CSR mandatory, the Bank expanded its spectrum of activities to reach
out to the communities it serves across the length and breadth of the country.
Pursuant to the provisions of Section 135 of the Act, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), as amended, the Bank has
constituted the CSR Committee of the Board.
The Bank formulated and adopted a CSR Policy which provides the focus areas (in
accordance with Schedule VII of the Act) under which various developmental initiatives are
undertaken.
The composition of the CSR Committee, CSR Policy and projects/programs approved by the
Board are available on the website of the Bank at
https://www.axisbank.com/csr/social-responsibility.
The Annual Report on CSR activities and details of amount spent or unspent by the Bank
during fiscal 2022, in accordance with the CSR Rules, is attached as Annexure 4 to
this Report.
Business Responsibility Report
In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, top 1000 listed
entities based on their market capitalisation as on 31st March, every year, are
required to submit their Business Responsibility Report (BRR), as a part of their annual
report. The Bank's BRR describing the initiatives taken by the Bank from an Environmental,
Social and Governance perspective is available on the website of the Bank at
https://www.axisbank.com/shareholders-corner/shareholders-information/business-
responsibility-report.
Significant and Material Order Passed by Regulators or Courts or Tribunals Impacting
the Going Concern Status and Operations of the Bank
During fiscal 2022, no significant and / or material order was passed by any Regulator,
Court or Tribunal against the Bank, which could impact its going concern status or future
operations.
Conservation of Energy & Technology Absorption
The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is attached as Annexure 5 to this Report.
Annual Return
The Annual Return in Form MGT-7, as mandated under the provisions of Section 92(3) read
with Section 134(3) of the Act, has been uploaded on the website of the Bank and is
available at https://www.axisbank.com/shareholders-corner/shareholders-
information/annual-return.
Acknowledgements and Appreciations
The Board places on record its gratitude to the RBI, MCA, SEBI, other Statutory and
Regulatory Authorities, Financial Institutions, Stock Exchanges, Registrar and Share
Transfer Agent, Debenture Trustees, Depositories and Correspondent Banks for their
continued support and guidance.
The Board also places on record its appreciation to its valued customers for their
continued patronage and to the members of the Bank for their continued support.
The Board also expresses its heartfelt thanks and gratitude to each employee and their
families for their continued commitment towards the Bank and its customers, who by
demonstrating strong work ethics, professionalism, teamwork and initiatives helped the
Bank continue to serve its depositors and customers and reinforce its customer centric
image despite the challenging environment.
|
For and on behalf of the Board of Directors |
| Place: Mumbai |
Rakesh Makhija |
| Date: 29 April, 2022 |
Chairman |
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