HDFC Bank Limited Integrated Annual Report 2021-22 365
Report on Corporate Governance
[Report on Corporate Governance pursuant to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 {“the SEBI Listing Regulations”} and forming a part of the report of the Board of Directors]
Shareholders Regulators
Board of Directors
Nomination &
Remuneration
Committee
Managing Director
Executive Director
Stakeholders’
Relationship
Committee
Audit
Committee
Risk Policy &
Monitoring
Committee
Other
Committees
Corporate Governance Framework
External and
Internal Auditors
• The Board of Directors of the Bank are the ultimate
custodians of governance.
• The Board of Directors are accountable to various
stakeholders such as shareholders, regulatory authorities
including Reserve Bank of India, Securities and Exchange
Board of India, Ministry of Corporate Affairs, etc.
• The Bankhasanengaged,experienced,diverse and a
well-informed Board. Through the governance framework
in the Bank, the Board along with its Committees, each
with dened roles, undertakes its responsibilities towards
all its stakeholders.
• ThejointStatutoryAuditorshaveareportingresponsibility
to the Audit Committee.
• The Managing Director & Chief Executive Officer is
responsible for the overall affairs of the Bank, under the
superintendence, guidance and control of the Board
of Directors.
• TheExecutiveDirector,undertheguidanceoftheManaging
Director, has over-sight over various business functions.
Philosophy on Code of Corporate Governance
The Bank believes in adopting and adhering to the best
recognized corporate governance practices and continuously
benchmarking itself against each such practice. The Bank
understands and respects its role and responsibility towards its
shareholders and strives hard to meet their expectations.
The Bank believes that best board governance practices,
transparent disclosures and shareholder empowerment are
necessary for creating shareholder value. The Bank has infused
the philosophy of corporate governance into all its activities.
The philosophy on corporate governance is an important tool
for shareholder protection and maximization of their long-
term values. The cardinal principles such as independence,
accountability, responsibility, transparency, fair and timely
disclosures, credibility, sustainability, etc. serve as the means
for implementing the philosophy of corporate governance in
letter and in spirit.
366
Report on Corporate Governance
Board of Directors
The composition of the Board of Directors of the Bank (“Board”)
is governed by the provisions of the Companies Act, 2013, the
Banking Regulation Act, 1949, SEBI Listing Regulations and
other applicable laws.
As on the date of this report, the Board consists of eleven (11)
Directors as follows:
Sr.
No.
Category Name of Director
1 Executive
Directors
i. Mr.SashidharJagdishan(ManagingDirector&
Chief Executive Ofcer)
ii. Mr. Kaizad Bharucha
2 Non-Executive
Directors
Mrs. Renu Karnad (Nominee of Housing
Development Finance Corporation Limited,
Promoter of the Bank)
3 Independent
Directors
i. Mr.AtanuChakraborty(Part-timeChairman&
Independent Director)
ii. Mr. Sanjiv Sachar
iii. Mr. Umesh Chandra Sarangi
iv. Mr. Sandeep Parekh
v. Mr. Malay Patel
vi. Mr. M. D. Ranganath
vii. Dr. (Mrs.) Sunita Maheshwari
viii.Mrs. Lily Vadera
Mr. Atanu Chakraborty, was appointed as the Part-time Chairman
&IndependentDirectoroftheBankwitheffectfromMay5,2021,
pursuant to the approval granted by the Reserve Bank of India,
and by the shareholders of the Bank at the 27
th
Annual General
Meeting held on July 17, 2021.
Mrs. Lily Vadera was appointed as an Independent Director of
the Bank for a period of ve (5) years from November 26, 2021
to November 25, 2026 (both days inclusive), not liable to retire
by rotation and the same was approved by the shareholders of
the Bank through Postal Ballot on March 27, 2022.
Mr. Srikanth Nadhamuni tendered his resignation as Non-
Executive (Non-Independent) Director of Bank with effect from
February 18, 2022.
Further, at the meeting of the Board of Directors held on April
16, 2022, Mrs. Renu Karnad has been re-appointed as the Non-
Executive Director (Nominee of Housing Development Finance
Corporation Limited, Promoter of the Bank) on the Board of the
Bank, for a period of ve (5) years with effect from September 3,
2022, subject to the approval of the shareholders at the ensuing
Annual General Meeting.
All the Directors have made necessary disclosures regarding
their directorship and committee positions occupied by them in
other companies. None of the directors are related to each other.
Details of directorships, memberships and chairpersonships of
the committees of other companies for the current Directors of
the Bank are as follows:
Name of Director
Directorships
on the Board
of other
companies*
Memberships of
committees of other
companies*
Mr. Atanu Chakraborty 2 -
Mr. Kaizad Bharucha - -
Mrs. Lily Vadera - -
Mr. Malay Patel 2 1
Mr. M. D. Ranganath - -
Mrs. Renu Karnad 11 (1)
**
5 (3)
Mr. Sandeep Parekh 1 -
Mr. Sanjiv Sachar 1 -
Mr. Sashidhar Jagdishan - -
Dr. (Mrs.) Sunita Maheshwari 6 -
Mr. Umesh Chandra Sarangi 1 -
* The gures in brackets indicate chairpersonships.
**Mrs. Karnad tendered her resignation from Unitech Limited with effect
from March 24, 2022, and completion of necessary formalities is awaited,
including placing the same before the Hon’ble Supreme Court of India, for
its kind consideration.
Note: For the purpose of considering the limit of the directorships
and limits of committees on which the directors are members /
chairpersons, all public limited companies (whether listed or not),
private limited companies, foreign companies and companies
under Section 8 of the Companies Act, 2013 have been
included. Further, chairpersonships / memberships of only the
Audit Committee and the Stakeholders’ Relationship Committee
in these companies have been considered.
Prole of Board of Directors
The prole of the Directors of the Bank as on the date of this
report are as under:
Mr. Atanu Chakraborty (DIN 01469375)
[Part-time Chairman and Independent Director]
Mr. Atanu Chakraborty, aged sixty-two (62) years, served the
Government of India, for a period of thirty-ve (35) years, as
a member of Indian Administrative Service (IAS) in Gujarat
cadre.HehasmainlyworkedinareasofFinance&Economic
Policy, Infrastructure,Petroleum& NaturalGas. IntheUnion
Government, he held various posts such as Secretary to
Government of India in the Ministry of Finance- Department of
Economic Affairs (DEA) during FY 2019-20. As Secretary (DEA),
he co-ordinated economic policy making for all ministries/
departments and managed entire process of formulation
of budget making for Union of India, including its passage in
Parliament. He was responsible for scal management policies,
policies for public debt management and development &
management of nancial markets.
Mr. Chakraborty also handled nancial stability and currency,
domestic&foreignrelatedissuesaswell.Hemanagedowof
funds with multilateral and bilateral nancial institutions and had
multiple interfaces with them. He also headed a multi-disciplinary
HDFC Bank Limited Integrated Annual Report 2021-22 367
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
task force that produced the National Infrastructure Pipeline
(NIP). He has also served as Secretary to the Union Government
for Disinvestment (Department of Investment and Public Asset
Management) wherein he was responsible for both policy as well
as execution of the process of disinvestment of Government of
India’s stake in state owned enterprises.
During the period 2002-07, Mr. Chakraborty served as Director
and subsequently as Joint Secretary, Ministry of Finance
(Department of Expenditure). During this period, he appraised
projects in the Infrastructure sector as well as looked after
subsidies of Government of India. He had also updated and
modernizedtheGovernment’sFinancial&Procurementrules.
Mr. Chakraborty has also discharged varied roles in the Gujarat
State Government including heading the Finance Department
as its Secretary. He had been responsible for piloting the private
sector investment legislation in the State. In the State Govt.,
he has worked on the ground in both public governance and
development areas.
Mr. Chakraborty has also served on the Board of World Bank as
alternate Governor as well as on the Central Board of Directors of
the Reserve Bank of India. He was also the Chairman of National
Infrastructure Investment Fund (NIIF) as also on the Board of
many listed companies. Mr. Chakraborty was the CEO/MD
of the Gujarat State Petroleum Corporation Limited group of
companies as well as Gujarat State Fertilizers and Chemicals
Limited. Mr. Chakraborty had published articles in reputed
journals in the areas of public nance, risk sharing in Infrastructure
projects and gas infrastructure. Mr. Chakraborty graduated as
aBachelorinEngineering(Electronics&Communication)from
NIT Kurukshetra. He holds a Diploma in Business Finance (ICFAI,
Hyderabad) and a Master’s degree in Business Administration
from the University of Hull, UK.
Mr. Chakraborty is an Independent Director in BAE Systems
India (Services) Private Limited and Association of City Gas
Distribution Entities.
Mr. Chakraborty does not hold any shares in the Bank as on
March 31, 2022.
Mr. Sashidhar Jagdishan (DIN: 08614396)
[Managing Director & CEO]
Mr. Sashidhar Jagdishan, aged fty-seven (57) years, has an
overall experience of thirty (30) years. He has completed his
graduation in Science with specialization in Physics, is a
Chartered Accountant by profession and holds a Master’s
degree inEconomicsofMoney,Banking &Financefromthe
University of Shefeld, United Kingdom.
Mr. Jagdishan joined the Bank in the year 1996 as a Manager
in the Finance function. He became Business Head - Finance
in 1999 and was appointed as Chief Financial Ofcer in the year
2008. He played a critical role in supporting the growth trajectory
of the Bank, and led the nance function with a pivotal role in
aligning the organization in achieving the strategic objectives
over the years.
PriortohisappointmentasManagingDirector&ChiefExecutive
Ofcer of the Bank, he was the Group Head of the Bank in
addition to overseeing the functions of Finance, Human
Resources,Legal&Secretarial,Administration,Infrastructure,
Corporate Communications and Corporate Social Responsibility.
Mr. Jagdishan is not a director in any other company.
Mr. Jagdishan along with his relatives, holds 16,79,943 equity
shares in the Bank as on March 31, 2022.
Mr. Kaizad Bharucha (DIN: 02490648)
[Executive Director]
Mr. Kaizad Bharucha, aged fty-seven (57) years, holds a
Bachelor of Commerce degree from University of Mumbai and
is a career banker with over thirty ve (35) years of experience.
He has been associated with the Bank since 1995. In his current
position as Executive Director, he is responsible for Wholesale
BankingcoveringareasofCorporateBanking,PSUs,Capital&
Commodities Markets, Financial Institutions, Custody, Mutual
Funds,GlobalCapabilityCentre&FinancialSponsorscoverage,
and Banks coverage.
As Executive Director, in his earlier position, he was responsible
for Corporate Banking, Emerging Corporate Group, Business
Banking, Healthcare Finance, Agri Lending, Tractor Financing,
Commercial Vehicle Finance, Commercial Equipment Finance,
Infrastructure Finance, Department for Special operations and
inclusive banking initiatives group.
InhispreviouspositionasGroupHead-Credit&MarketRisk,
he was responsible for the Risk Management activities in the
Bank viz., Credit Risk, Market Risk, Debt Management, Risk
Intelligence and Control functions.
Prior to joining the Bank, he worked in SBI Commercial and
International Bank in various areas including Trade Finance and
Corporate Banking.
He has represented HDFC Bank as a member of the working
group on banking related committees.
Mr. Bharucha is not a director in any other company.
Mr. Bharucha, along with his relatives, holds 26,02,695 equity
shares in the Bank as on March 31, 2022.
Mr. Malay Patel (DIN: 06876386)
[Independent Director]
Mr. Malay Patel, aged forty-five (45) years, is a Major in
Engineering (Mechanical) from Rutgers University, Livingston,
368
Report on Corporate Governance
NJ, USA, and an A.A.B.A. in business from Bergen County
College, Fairlawn, NJ, USA. He is a director on the Board of Eewa
Engineering Company Private Limited, a company in the plastics
/ packaging industry with exports to more than 50 countries.
He has been involved in varied roles such as export / import,
procurement, sales and marketing, etc. in Eewa Engineering
Company Private Limited.
Mr. Malay Patel has special knowledge and practical experience
in matters relating to small scale industries in terms of Section
10-A (2 a) of the Banking Regulation Act, 1949.
Mr. Patel is also on the Board of the following public limited
company(ies):
Listed Public Limited Companies Other Public Limited Companies
- HDFC Securities Limited
(Independent Director)
Mr. Patel does not hold any shares in the Bank as on March
31, 2022.
Mr. Umesh Chandra Sarangi (DIN: 02040436)
[Independent Director]
Mr. Umesh Chandra Sarangi, aged seventy (70) years, holds a
Master’s degree in Science (Botany) from Utkal University (gold
medalist).
Mr. Sarangi has over three decades of experience in Indian
Administrative Service and brought in signicant reforms in
modernizing of agriculture, focus on agro processing and export.
As the erstwhile Chairman of National Bank for Agricultural
and Rural Development (NABARD) from December 2007 to
December 2010, Mr. Sarangi focused on rural infrastructure,
accelerated initiatives such as micronance, nancial inclusion,
watershed development and tribal development.
Mr. Sarangi has specialized knowledge and experience in
agriculture and rural economy pursuant to Section 10-A (2)(a) of
the Banking Regulation Act, 1949.
Mr. Sarangi is not a director in any other listed or public
limited company.
Mr. Sarangi does not hold any shares in the Bank as on March
31, 2022.
Mr. Sanjiv Sachar (DIN: 02013812)
[Independent Director]
Mr. Sanjiv Sachar, aged sixty-four (64) years, is a Fellow Associate
of the Institute of Chartered Accountants of India and former
Senior Partner of Egon Zehnder, the world’s largest privately
held executive search rm.
Mr. Sachar set up the Egon Zehnder practice in India in 1995 and
played a key role in establishing the rm as a market leader in the
executive search space across various country segments. Over
the course of his two decades at Egon Zehnder, Mr. Sachar has
mentored senior executives across industry sectors that today
are either Board members, CEOs or CFOs of large corporates
in India and overseas. Mr. Sachar has also been the co-founder
of the chartered accountancy and management consulting
rm,SacharVasudeva&Associatesandco-foundedexecutive
search rm, Direct Impact.
Mr. Sachar is also on the Board of the following public
company(ies):
Listed Public Limited Companies Other Public Limited Companies
KDDL Limited
(Independent Director)
-
Mr. Sachar does not hold any shares in the Bank as on March
31, 2022.
Mr. Sandeep Parekh (DIN: 03268043)
[Independent Director]
Mr. Sandeep Parekh, aged fty (50) years, holds an LL.M.
(Securities and Financial Regulations) degree from Georgetown
University and an LL.B. degree from Delhi University. He is the
managing partner of Finsec Law Advisors, a nancial sector
law rm based in Mumbai. He was an Executive Director at
the Securities & Exchange Board of India during 2006-08,
heading the Enforcement and Legal Affairs departments. He
is a faculty at the Indian Institute of Management, Ahmedabad.
He has worked for law rms in Delhi, Mumbai and Washington,
D.C. Mr. Parekh focuses on securities regulations, investment
regulations, private equity, corporate governance and nancial
regulations. He is admitted to practice law in New York. He was
recognized by the World Economic Forum as a “Young Global
Leader” in 2008. He was Chairman and member of various SEBI
and RBI Committees and sub-Committees and is presently a
member of SEBI’s Mutual Fund Advisory Committee.
Mr. Parekh is not a director in any other listed or public
limited company.
Mr. Parekh does not hold any shares in the Bank as on
March 31, 2022.
Mr. M. D. Ranganath (DIN: 07565125)
[Independent Director]
Mr. M.D. Ranganath, aged sixty (60) years, holds Master’s
degree in technology from IIT, Madras and a Bachelor’s degree
in Engineering from the University of Mysore. He is a PGDM from
IIM, Ahmedabad and a member of CPA, Australia.
Mr. Ranganath has over twenty eight (28) years of experience
in the Global IT services and nancial services industry. He
is currently President of Catamaran Ventures. He was Chief
Financial Ofcer of Infosys Limited, a globally listed IT services
HDFC Bank Limited Integrated Annual Report 2021-22 369
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
company, till November, 2018. During his tenure of 18 years at
Infosys, he was an integral part of the growth and transformation
of Infosys into a globally respected IT services company and
effectively played leadership roles in a wide spectrum of areas-
Strategy,Finance,Merger&Acquisition(M&A),Consulting,Risk
Management, and Corporate planning- culminating in the role
of Chief Financial Ofcer. Prior to Infosys, he worked at ICICI
Limited for 8 years and executed responsibilities in credit,
treasury, equity portfolio management and corporate planning.
In the years 2017 and 2018, Mr. Ranganath was the recipient of
the Best CFO Asia award in the technology sector, by Institutional
Investor publication, based on poll of buy-side and sell-side
investor community.
Mr. Ranganath is not a director in any other company.
Mr. Ranganath does not hold any shares in the Bank as on
March 31, 2022.
Mrs. Renu Karnad (DIN: 00008064)
[Non-Executive Non-Independent Director]
Mrs. Renu Karnad, aged sixty-nine (69) years, is the Managing
Director of Housing Development Finance Corporation Limited
since 2010. She holds a Master’s degree in Economics from
the University of Delhi and a Bachelor’s degree in Law from
the University of Mumbai. She is also a Parvin Fellow-Woodrow
Wilson School of Public and International Affairs, Princeton
University, USA. Mrs. Karnad brings with her rich experience and
knowledge of the mortgage sector, having been associated with
real estate and mortgage industry in India for over 40 years. Over
the years, she has been the recipient of numerous awards and
accolades, such as the ‘Outstanding Woman Business Leader’
award granted by CBNC-TV18 India Business Leader Awards
2012, induction in the Hall of Fame, Fortune India magazine’s
most powerful women from 2011 to 2019, ‘Top Ten Powerful
Women to watch out for in Asia’ by Wall Street Journal Asia in
2006, etc.
Mrs. Karnad is on the Board of the following public companies:
Listed Public Limited Companies Other Public Limited Companies
Housing Development Finance
Corporation Limited
(Managing Director)
HDFC ERGO General Insurance
Company Limited
(Non-Executive Director)
HDFC Asset Management
Company Limited
(Non-Executive Director)
Bangalore International Airport
Limited
(Independent Director)
HDFC Life Insurance Company
Limited
(Non-Executive Director)
GlaxoSmithKline Pharmaceuticals
Limited
(Non-Executive Director)
Unitech Limited
(Nominee of the Central
Government)*
*(Mrs. Karnad tendered her resignation from Unitech Limited with effect
from March 24, 2022 and completion of necessary formalities is awaited,
including placing the same before the Hon’ble Supreme Court of India, for
its kind consideration.)
Mrs. Karnad, along with her relatives, holds 5,95,320 equity
shares in the Bank as on March 31, 2022.
Dr. (Mrs.) Sunita Maheshwari (DIN 01641411)
[Independent Director]
Dr. (Mrs.) Sunita Maheshwari aged fty-six (56) years is a US
Board certied Pediatric Cardiologist, and completed her MBBS
at Osmania Medical College followed by post-graduation at
AIIMS, Delhi and Yale University in the US. With over thirty (30)
years of experience, she has lived and worked in the US and
India. In addition to being a clinician, Dr. (Mrs.) Maheshwari is a
medical entrepreneur and co-founder at:
(a) Teleradiology Solutions (India’s rst and largest teleradiology
company that has provided over 5 million diagnostic reports
to patients and hospitals globally including for the Tripura
state government),
(b) Telrad Tech which builds AI enabled tele health software and
(c) RXDX healthcare - a chain of multi-specialty neighbourhood
clinics in Bangalore.
She has also incubated other start-up companies in the tele-
health space such as Healtheminds - a tele-counselling
platform. She is active in the social arena in India where she
runs 2 trust funds. ‘People4people’ has put up over 450
playgrounds in government schools and Telrad Foundation
provides teleradiology and telemedicine services to poor areas
in Asia that do not have access to high quality medical care. Her
other interests include teaching - she has been running India’s
e-teaching program for postgraduates in Pediatric Cardiology for
over a decade. In 2019, she helped the Kerala National health
mission Hridayam launch e-classes in pediatric cardiology for
pediatricians in the state.
She has over 200 academic presentations and publications to
her credit and is an inspirational speaker having given over 200
lectures, including several TEDx talks. Dr. (Mrs.) Maheshwari is
the recipient of several prestigious awards and honours including:
WOW (Woman of Worth) 2019 award, Outlook Business; 50
most powerful women of India, March 2016; Amazing Indian
award- Times Now 2014; Top 20 women Health care achievers
in India, Modern Medicare 2009; Yale University- Outstanding
Fellow Teacher of the Year Award, 1995, amongst others.
Dr. (Mrs.) Maheshwari is on the Board of the following public
company(ies):
Listed Public Limited Companies Other Public Limited Companies
Glaxosmithkline Pharmaceuticals
Limited
(Independent Director)
-
370
Report on Corporate Governance
Dr. (Mrs.) Maheshwari does not hold any shares in the Bank as
on March 31, 2022.
Mrs. Lily Vadera (DIN: 09400410)
[Independent Director]
Mrs. Lily Vadera, aged sixty-one (61) years, is a M.A in International
Relations. With over 33 years of experience in Central banking,
she retired as Executive Director from the Reserve Bank of India
(RBI) in October 2020. As the Executive Director of the RBI, she
was in-charge of the Department of Regulation (DoR) where
she dealt with the regulatory framework for various entities
in nancial sector, covering all categories of banks and non-
banking nance companies.
She was instrumental in putting in place a framework for a
regulatory sandbox to provide an enabling environment for
ntech players to foster innovation in nancial services and
played a signicant role in the amalgamation of banks in stress.
She represented the Reserve Bank of India and played an
important role as a member of the Insolvency Law Committee
set up by the Ministry of Corporate Affairs (MCA).
Mrs. Lily Vadera is not a director in any other company.
Mrs. Lily Vadera does not hold any shares in the Bank as on
March 31, 2022.
ATTENDANCE AT BOARD MEETINGS & LAST
ANNUAL GENERAL MEETING (AGM)
The Board / Committee Meetings are convened by giving
appropriate notice well in advance of the meetings. The Directors
/ Committee Members are provided with appropriate information
in the form of agenda items in a timely manner, to enable them
to deliberate on each agenda item and make informed decisions
and provide appropriate directions to the Management. While
the Companies Act, 2013 and other applicable laws do not
prescribe a minimum number of meetings to be attended by
directors, the Board/ Committee Members endeavor to attend
and participate in all Board meetings, unless he/she is unable
to attend the meeting on account of reasonable cause for which
leave of absence is requested, which is considered by the Board
/ respective Committee for approval.
Video-conferencing facility is also provided at the Board /
Committee meetings in case any director is unable to attend the
meeting physically but wishes to participate through electronic
mode in the meetings.
At the Board / Committee meetings, presentations and deep dive
sessions are made covering important areas of the Bank such
as annual plans and strategies, cyber security and information
technology, COVID-19 - impact on the economy, India’s growth
story post 2
nd
wave of COVID-19 pandemic and operational and
business continuity measures of the Bank, customer grievances
and customer services framework, credit portfolio quality, IT
Strategic Initiatives, Board awareness session on cyber security,
Sustainable Livelihood (SLI), Compliance and Risk Management
strategy, rewards strategy, Enterprise-Wide Risk Management
(ERM) Framework, Global Economic Crisis including Russia
Ukraineconict,etc.
Directors are also encouraged to attend relevant programs and
seminars conducted by reputed external organizations. There
have been no instances wherein the Board had not accepted
the recommendations of any Committee.
During the nancial year under review, fourteen (14) Board
meetings were held. The meetings were held on April 17, 2021,
April 29, 2021, May 20, 2021, May 22, 2021, June 18, 2021, July
17, 2021, August 14, 2021, September 17, 2021, October 16,
2021, November 26, 2021, January 15, 2022, February 18, 2022,
March 16, 2022, and March 28, 2022.
Details of attendance at the Board meetings held during the
nancial year under review and attendance at the last virtual
AGM are as follows:
Name of the Director
Board
Meetings
attended
during the year
Attendance
at last virtual
AGM (July 17,
2021)
Independent Directors
Mr. Atanu Chakraborty
#
12 Present
Mr. Sanjiv Sachar 14 Present
Mr. Umesh Chandra Sarangi 14 Present
Mr. Sandeep Parekh 14 Present
Mr. Malay Patel 14 Present
Mr. M. D. Ranganath 14 Present
Dr. (Mrs.) Sunita Maheshwari 13 Present
Mrs. Lily Vadera* 4 NA
Non-executive Directors
Mr. Srikanth Nadhamuni** 12 Present
Mrs. Renu Karnad 14 Present
Executive Directors
Mr. Kaizad Bharucha 14 Present
Mr. Sashidhar Jagdishan 14 Present
#
Mr. Atanu Chakraborty was appointed as Part-time Non-Executive
Chairman and Independent Director of the Bank with effect from
May 5, 2021.
* Mrs. Lily Vadera was appointed as an Independent Director of the Bank for
a period of ve (5) years from November 26, 2021 to November 25, 2026
(both days inclusive), not liable to retire by rotation.
** Mr. Srikanth Nadhamuni tendered his resignation as Non-Executive
(Non-Independent) Director of the Bank with effect from February 18, 2022.
HDFC Bank Limited Integrated Annual Report 2021-22 371
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
REMUNERATION OF DIRECTORS
Managing Director and other Executive Directors
The details of the remuneration paid to Mr. Sashidhar Jagdishan,
Managing Director& Chief Executive Ofcer and Mr. Kaizad
Bharucha, Executive Director, during the nancial year 2021-22
are as under:
(Amount in `)
Particulars
Mr. Sashidhar
Jagdishan
Mr. Kaizad
Bharucha
Basic 2,52,45,000 2,63,55,572
Allowances and Perquisites 3,31,20,966 2,83,16,961
Provident Fund 30,29,400 31,62,666
Superannuation 37,86,756 39,53,328
Performance Bonus - 4,46,25,564
Number of stock options
granted (Number of ESOPs)
- -
Notes:
1. Mr. Aditya Puri retired as the Managing Director of the
Bank at the end of business hours on October 26, 2020.
Mr. Aditya Puri was paid cash variable pay of ` 7,11,00,000
for the performance period April 01, 2020 to October 26,
2020. The same was approved by Reserve Bank of India
(“RBI”) vide its letter dated March 23, 2022. Basis RBI
approval, 40% of the above-mentioned cash variable pay
was paid in the nancial year 2021 – 2022 and the balance
60% of the cash variable pay will be deferred over a period
of three years and will be paid in three equal instalments.
Also Mr. Aditya Puri, was paid cash variable pay of
` 4,33,69,066 for the performance period April 01, 2019
to March 31, 2020. The same was approved by RBI vide
their letter dated April 29, 2021. Since the cash variable
pay approved by RBI was less than 50% of his xed pay
the entire amount was credited to him in the nancial year
2021 – 2022.
Accordingly, the total cash variable pay, paid to Mr. Aditya
Puri in nancial year 2021 - 2022 is as follows.
A. 40% of the cash variable pay for the Performance Year
2020 - 2021 : ` 2,84,40,000
B. 100% of the cash variable pay for the Performance
Year 2019 - 2020 : ` 4,33,69,066
C. Tranche 2 of the deferred cash variable pay for the
Performance Year 2018-19: ` 68,83,979
D. Tranche 3 of the deferred cash variable pay for the
Performance Year 2017-18: ` 57,36,649
Total Payout in the financial year 2021 - 2022
(A+B+C+D): ` 8,44,29,694
2. The Annual remuneration paid to the Executive Director,
Mr. Kaizad Bharucha includes the payment of arrears for
nancial year 2020 - 2021 which was approved by the RBI
vide their letter dated March 23, 2022.
3. Mr. Kaizad Bharucha was paid cash variable pay of
` 3,52,00,000 for the performance period April 01, 2020
to March 31, 2021. The same was approved by RBI vide
its letter dated March 23, 2022. Basis RBI approval, 50%
of the above mentioned cash variable pay was paid in the
nancial year 2021 - 2022 and the balance 50% of the cash
variable pay will be deferred over a period of three years
and will be paid in three equal instalments.
Also, Mr. Kaizad Bharucha was paid cash variable pay of
` 2,08,40,895 for the performance period April 01, 2019
to March 31, 2020. The same was approved by RBI vide
their letter dated April 29, 2021. Since the cash variable
pay approved by RBI was less than 50% of his xed pay
the entire amount was credited to him in the nancial year
2021 - 2022.
Accordingly, the total cash variable payment made to
Mr. Kaizad Bharucha in nancial year 2021 - 2022 is
as follows:
A. 50% of the cash variable pay for the Performance Year
2020 – 2021 : ` 1,76,00,000
B. 100% of the cash variable pay for the Performance
Year 2019 - 2020 : ` 2,08,40,895
C. Tranche 2 of the deferred cash variable pay for the
Performance Year 2018-19 : ` 33,08,079
D. Tranche 3 of the deferred cash variable pay for the
Performance Year 2017-18: ` 28,76,590
Total Payout (A+B+C+D): ` 4,46,25,564
Employee Stock Options:
Mr. Kaizad Bharucha was granted a total quantum of 1,20,730
employee stock options for the performance year 2020-21 on
April 12, 2022 basis approval received from the Reserve Bank
of India vide its letter dated March 23, 2022.
The employee stock options have not been issued at discount
and the same have been granted at the closing market price
prevailing on the day prior to the date of grant on the National
Stock Exchange of India Limited. The vesting schedule for the
stock options is
a. 25% of options after expiry of twelve months from date
of grant,
b. 25% options after expiry of twenty-four months from the
date of grant,
c. 25% of options after expiry of thirty-six months from the
date of grant and
d. the balance options after expiry of forty-eight months from
date of grant.
372
Report on Corporate Governance
The options so vested are to be exercised within 2 years from
the respective dates of vesting.
The criteria for evaluation of performance of Whole-Time
Directors include Business Performance, Stakeholder
Relationship, Audit and Compliance, Digital Transformation and
Organization Excellence.
Pursuant to the Banking Regulation Act, 1949, the appointment
and tenure of Whole-Time Directors is subject to the approval
of RBI.
The Bank provides for gratuity in the form of lump-sum payment
on retirement or on death while in employment or on termination
of employment of an amount equivalent to 15 (fteen) days basic
salary payable for each completed year of service.
The Bank makes annual contributions to funds administered by
trustees and managed by insurance companies for amounts
notied by the said insurance companies. The Bank accounts for
the liability for future gratuity benets based on an independent
external actuarial valuation carried out annually.
Perquisites (evaluated as per Income Tax Rules, 1962 wherever
applicable and at actual cost to the Bank otherwise) such as the
benet of the Bank’s furnished accommodation, gas, electricity,
water and furnishings, club fees, personal accident insurance,
use of car and telephone at residence, medical reimbursement,
leave and leave travel concession and other benets like
Provident Fund, Superannuation and Gratuity are provided in
accordance with the rules of the Bank in this regard.
Service Contracts and the notice period are as per the terms of
agreement entered into by the Bank with Chairman and Whole-
Time Directors. No severance fee is payable by the Bank on
termination of these contracts.
No sitting fees were paid to Mr. Jagdishan and Mr. Bharucha for
attending meetings of the Board and / or its Committees.
DETAILS OF REMUNERATION / SITTING FEES
PAID TO NON-EXECUTIVE DIRECTORS
Criteria for remuneration/sitting fees paid to Non-
Executive Director
All the non-executive directors including the independent directors
and the Chairman receive sitting fees and reimbursement of out
of pocket expenses for attending each meeting of the Board and
its various Committees. No stock options are granted to any of
the non- executive directors.
Pursuant to the provisions of Companies Act, 2013, the Non-
Executive Directors are paid sitting fees of ` 50,000 or ` 100,000
per meeting for attending Committee & Board meetings
respectively. The Board of Directors increased the sitting fees of
certain key Committee meetings to ` 100,000 per meeting with
effectfromApril1,2021,namely,AuditCommittee,RiskPolicy&
MonitoringCommittee,Nomination&RemunerationCommittee,
Credit Approval Committee and IT Strategy Committee.
Subsequently, sitting fees payable for attending Independent
Directors Meeting and Customer Service Committee meeting
was increased to ` 1,00,000 with effect from August 14, 2021
and November 26, 2021 respectively.
The details of sitting fees and remuneration paid to Non-Executive
Directors during the nancial year 2021-22 are as under:
(Amount in `)
Director Sitting Fees
Remuneration to
NEDs
Mr. Atanu Chakraborty
1
36,50,000 31,70,698.96
Mr. Malay Patel 55,50,000 20,00,000
Mr. Umesh Chandra Sarangi 51,00,000 20,00,000
Mrs. Renu Karnad 56,50,000 20,00,000
Mr. Sanjiv Sachar 58,00,000 20,00,000
Mr. Sandeep Parekh 43,50,000 20,00,000
Mr. M. D. Ranganath 64,50,000 20,00,000
Dr. (Mrs.) Sunita Maheshwari 21,00,000 20,00,000
Mrs. Lily Vadera
2
6,00,000 6,90,217
Mr. Srikanth Nadhamuni
3
55,00,000 17,72,222
Total 4,47,50,000 1,96,33,137.96
1 During the year, Mr. Atanu Chakraborty was paid remuneration of
` 31,70,698.96, (i.e. ` 35,00,000 per annum) on proportionate basis for
the period from May 5, 2021 to March 31, 2022 as he was appointed as
the Part-time Chairman and Independent Director of the Bank with effect
from May 5, 2021. The remuneration of the Chairman has been approved
by the Reserve Bank of India.
2 Mrs. Lily Vadera was appointed as an Independent Director of the Bank
with effect from November 26, 2021
3 Mr. Srikanth Nadhamuni tendered his resignation as Non-Executive (Non-
Independent) Director of the Bank with effect from February 18, 2022
Note: Pursuant to the guidelines issued by RBI on Corporate
Governance in Banks - Appointment of Directors and Constitution
of Committees of the Board (“RBI Guidelines”) dated April 26,
2021 and read with the relevant shareholders’ resolution passed
at the 27
th
Annual General Meeting of the Bank held on July 17,
2021, the Non-Executive Directors (NEDs) of the Bank, other
than the Part-time Chairman, were paid compensation in the
form of xed remuneration of ` 20,00,000 (Rupees Twenty Lakhs
Only) each for F.Y. 2021-22. This is in addition to the sitting fees
and reimbursement of out of pocket expenses for given to them
forattendingCommittee&Boardmeetings.
There were no other pecuniary relationships or transactions
of Non-Executive Directors vis-a-vis the Bank (except banking
transactions in the ordinary course of business and on arm’s
length basis) during FY 2021-22.
HDFC Bank Limited Integrated Annual Report 2021-22 373
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
COMPOSITION OF COMMITTEES OF DIRECTORS, TERMS OF REFERENCE AND ATTENDANCE AT
THE MEETINGS
The Board has constituted various Committees of Directors to take informed decisions in the best interest of the Bank. These
Committees monitor the activities as per the scope dened in their Charter and terms of reference.
The Board’s Committees are as follows as on the date of this Report:
Non-Executive Directors Executive Directors
Atanu
Chakraborty
Sanjiv
Sachar
Umesh
Chandra
Sarangi
Sandeep
Parekh
Malay
Patel
M. D.
Ranganath
Sunita
Maheshwari
Lily
Vadera
Renu
Karnad
Sashidhar
Jagdishan
Kaizad
Bharucha
Audit
Nomination and
Remuneration
Stakeholders’
Relationship
Corporate Social
Responsibility&
ESG
Risk Policy and
Monitoring
Fraud Monitoring
Customer Service
Credit Approval
Digital
Transactions
Monitoring
IT Strategy*
Wilful Defaulters’
Identication
Review
Non-Cooperative
Borrowers Review
Premises
* Includes external IT consultant in addition to the above members. Chairperson of the Committee Member of the Committee
374
Report on Corporate Governance
AUDIT COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
a) Overseeing the Bank’s nancial reporting process and disclosure of nancial information to ensure that the nancial
statement is correct, sufcient and credible;
b) Recommending appointment and removal of external auditors and xing of their fees;
c) Reviewing with management the annual nancial statements and auditor’s report before submission to the Board
with special emphasis on accounting policies and practices, compliance with accounting standards, disclosure of
related party transactions and other legal requirements relating to nancial statements;
d) Reviewing the adequacy of the Audit and Compliance functions, including their policies, procedures, techniques and
other regulatory requirements; and
e) Any other terms of reference as may be included from time to time in the Companies Act, 2013, SEBI Listing
Regulations, including any amendments / re-enactments thereof from time to time.
The Charter of the Audit Committee has been formulated in accordance with certain United States regulatory standards
as the Bank’s American Depository Receipts are also listed on the New York Stock Exchange.
Composition: Mr. M. D. Ranganath (Chairman), Mr. Umesh Chandra Sarangi and Mr. Sanjiv Sachar, all of whom are independent
directors. Mr. M. D. Ranganath and Mr. Sanjiv Sachar are the members of Audit Committee having nancial expertise.
Mr. Santosh Haldankar, Company Secretary of the Bank, acts as the Secretary of the Committee.
Meetings: The Committee met sixteen (16) times during the year on:
April 6, 2021, April 16, 2021, May 19, 2021, June 1, 2021, June 17, 2021, June 18, 2021, July 16, 2021, August 12,
2021, September 16, 2021, October 16, 2021, November 25, 2021, December 7, 2021, January 14, 2022, February
17, 2022, March 15, 2022 and March 28, 2022.
NOMINATION & REMUNERATION COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
a) Scrutinizing the nominations of the directors with reference to their qualications and experience, for identifying
‘Fit and Proper’ persons, assessing competency of the persons and reviewing compensation levels of the Bank’s
employees vis-à-vis other banks and the banking industry in general.
The NRC has formulated a Policy for Appointment and Fit and Proper Criteria of Directors, which inter-alia provides
for criteria to assess the competency of the persons nominated, which includes:
•Academicqualications,
•Previousexperience,
•trackrecord,and
•integrityofthecandidates.
For assessing the integrity and suitability, features like criminal records, nancial position, civil actions undertaken
to pursue personal debts, refusal of admission to and expulsion from professional bodies, sanctions applied by
regulators or similar bodies and previous questionable business practices are considered.
b) The Committee also formulates criteria for evaluation of performance of individual directors including independent
directors, the Board of Directors and its Committees.
The criteria for evaluation of performance of directors (including independent directors) include personal attributes
such as attendance at meetings, communication skills, leadership skills and adaptability and professional attributes
such as understanding of the Bank’s core business and strategic objectives, industry knowledge, independent
judgment, adherence to the Bank’s Code of Conduct, Ethics and Values etc.
c) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory
notication, amendment or modication, as may be applicable.
Composition: Mr. Sanjiv Sachar (Chairman), Mr. Sandeep Parekh, Mr. M.D. Ranganath, Mr. Umesh Chandra Sarangi and Mr. Atanu
Chakraborty.
All the members of the Committee are independent directors.
Details of re-constitution:
Mr. Atanu Chakraborty was inducted as member on the Committee with effect from June 9, 2021.
Meetings: The Committee met thirteen (13) times during the year on:
April 16, 2021, April 22, 2021, May 19, 2021, June 1, 2021, June 15, 2021, June 28, 2021, July 16, 2021,
July 27, 2021, August 24, 2021, October 20, 2021, November 25, 2021, January 13, 2022 and February 15, 2022.
HDFC Bank Limited Integrated Annual Report 2021-22 375
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
STAKEHOLDERS’ RELATIONSHIP COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
The Committee approves and monitors transfer, transmission, splitting and consolidation of shares and considers
requests for dematerialization of shares. Allotment of shares to the employees on exercise of stock options granted
under the various Employees Stock Option Schemes which are made in terms of the powers delegated by the Board
in this regard, are placed before the Committee for ratication. The Committee also monitors redressal of grievances
from shareholders relating to transfer of shares, non-receipt of Annual Report, dividends, etc.
The Committee shall oversee the various aspects of interests of all stakeholders including shareholders and other
security holders.
The powers to approve share transfers and dematerialization requests have been delegated to executives of the
Bank to avoid delays that may arise due to non-availability of the members of the Committee. Mr. Santosh Haldankar,
Company Secretary of the Bank is the Compliance Ofcer responsible for expediting the share transfer/transmission/
deletion formalities.
During the year ended March 31, 2022, the Bank received 82 complaints from the shareholders. The Bank had
attended to all the complaints except 1 complaint which was pending as was received during the end of quarter. This
complaint was responded and was closed subsequently, all other complaints were closed to the satisfaction of the
shareholder as on March 31, 2022.
Besides, 2,308 letters were received from the shareholders relating to change of address, nomination requests,
updation of email IDs and PAN No(s), updation of complete bank account details viz. Core Banking account no.,
IFSC and / MICR code, Mandate for crediting dividend by National Automated Clearing House (NACH) and National
Electronic Fund Transfer (NEFT), Issuance of Duplicate Share Certicate and claim of shares from Unclaimed Suspense
account queries relating to the annual reports, non-receipt of share certicate upon sub-division of Bank’s shares from
the face value of ` 2/- each to the face value of ` 1/- each, amalgamation, request for re-validation of dividend warrants
and various other investor related matters. These letters have also been responded to.
Composition: Mr. Malay Patel (Chairman), Mr. Umesh Chandra Sarangi, Mr. Sandeep Parekh, Mrs. Renu Karnad, Mr. Kaizad
Bharucha and Mrs. Lily Vadera
Details of re-constitution:
• Mr. MalayPatel was appointedasthe Chairman andMr.Kaizad Bharuchawas inducted as amember of the
Committee with effect from September 17, 2021.
• Mrs.LilyVaderawasinductedasamemberoftheCommitteewitheffectfromJune10,2022.
Meetings: The Committee met four (4) times during the year on:
April 9, 2021, July 13, 2021, October 18, 2021 and January 12, 2022.
RISK POLICY & MONITORING COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
TheRiskPolicy&MonitoringCommittee(RPMC)hasbeenformedaspertheguidelinesofReserveBankofIndiaon
Asset Liability Management / Risk Management Systems. The RPMC is a Board level committee, which supports the
Board by supervising the implementation of the risk strategy. It guides the development of policies, procedures and
systems for managing risk. It ensures that these are adequate and appropriate to changing business conditions, the
structure and needs of the Bank and the risk appetite of the Bank.
The RPMC monitors the compliance of risk parameters/aggregate exposures with the appetite set by the Board. It
ensures that frameworks are established for assessing and managing various risks faced by the Bank, systems are
developed to relate risk to the Bank‘s capital level and methods are in place for monitoring compliance with internal
risk management policies and processes. The Committee ensures that the Bank has a suitable framework for Risk
Management and oversees the implementation of the risk management policy.
Further, the functions of the Committee also include review of the enterprise-wide risk frameworks viz. Risk
Appetite framework (RAF), Internal Capital Adequacy Assessment Process (ICAAP), stress testing framework, etc.
The Committee also reviews the cyber security framework in the Bank from time to time.
Further, as per RBI guidelines, the Chief Risk Ofcer of the Bank regularly interacts with the members of the Committee
without the presence of management at the meetings of the Committee.
Composition: Mrs. Lily Vadera (Chairperson), Mr. Sandeep Parekh, Mr. M.D. Ranganath, Mrs. Renu Karnad, Mr. Sashidhar Jagdishan,
Mr. Sanjiv Sachar and Mr. Atanu Chakraborty.
Details of re-constitution:
• Mr.AtanuChakrabortywasinductedasmemberontheCommitteewitheffectfromJune9,2021.
• Mr.SrikanthNadhamuniceasedtobeaChairmanandmemberoftheCommitteewitheffectfromSeptember17,
2021.
• Mr.SandeepParekhwasinductedasamemberoftheCommitteewitheffectfromSeptember17,2021.
• Mrs.LilyVaderawasinductedasChairpersonandmemberoftheCommitteewitheffectfromJanuary15,2022.
376
Report on Corporate Governance
Meetings: The Committee met nine (9) times during the year on:
April 15, 2021, May 18, 2021, June 17, 2021, July 15, 2021, September 15, 2021, October 18, 2021,
January 13, 2022, February 16, 2022 and March 14, 2022.
CREDIT APPROVAL COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
The Committee considers credit appetite proposals on the customers of the Bank within such authority as delegated to
it by the Board from time to time. This facilitates quick response to the needs of the customers and timely disbursement
of loans.
Composition: Mr. Malay Patel, Mr. Kaizad Bharucha, Mrs. Renu Karnad and Mr. Sandeep Parekh
Details of re-constitution:
• Mr.SrikanthNadhamuniceasedtobeamemberoftheCommitteepursuanttohisresignationasdirectorofthe
Bank with effect from February 18, 2022.
• Mr.SandeepParekhwasinductedasamemberoftheCommitteewitheffectfromJune10,2022.
Meetings: The Committee met thirty (30) times during the year on:
April 26, 2021, April 28, 2021, May 18, 2021, June 7, 2021, June 16, 2021, June 23, 2021, July 6, 2021,
July 15, 2021, August 11, 2021, August 12, 2021, August 31, 2021, September 16, 2021, September 22,
2021, September 27, 2021, October 19, 2021, November 24, 2021, November 27, 2021, December 8, 2021,
December 11, 2021, December 20, 2021, December 28, 2021, January 13, 2022, January 24, 2022,
February 16, 2022, February 19, 2022, February 28, 2022, March 19, 2022, March 23, 2022, March 24, 2022 and
March 29, 2022.
PREMISES COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
TheCommitteeapprovespurchasesandleasingoflandparcelforproposedbuildings&premisesfortheuseofBank’s
branches, back ofces, ATMs, residential training centre(s), currency chests, guest house etc., (including relocation
and renewals) and of residential premises for Bank employees in accordance with the guidelines laid down by the
Board from time to time.
Composition: Mrs. Renu Karnad (Chairperson), Mr. Sandeep Parekh and Dr. (Mrs.) Sunita Maheshwari
Details of re-constitution:
Mrs. Renu Karnad was designated as the Chairperson, Mr. Malay Patel ceased to be the member and Dr. (Mrs.) Sunita
Maheshwari was inducted as the member of the Committee with effect from September 17, 2021
Meetings: The Committee met four (4) times during the year on:
April 9, 2021, July 14, 2021, October 18, 2021, and January 12, 2022.
FRAUD MONITORING COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
Pursuant to the directions of the RBI, the Bank has constituted a Fraud Monitoring Committee, exclusively dedicated
to the monitoring and following up of cases of fraud involving amounts of ` 1 crore and above.
The objectives of this Committee are the effective detection of frauds and immediate reporting of the frauds and
actions taken against the perpetrators of frauds with the concerned regulatory and enforcement agencies. The terms
of reference of the Committee are as under:
a) Identify the systemic lacunae, if any, that facilitated perpetration of the fraud and put in place measures to plug the
same;
b) Identify the reasons for delay in detection, if any and report to top management of the Bank and RBI;
c) Monitor progress of Central Bureau of Investigation / Police Investigation and recovery position;
d) Ensure that staff accountability is examined at all levels in all the cases of frauds and staff side action, if required, is
completed quickly without loss of time;
e) Review the efcacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal
controls; and
f) Put in place other measures as may be considered relevant to strengthen preventive measures against frauds.
HDFC Bank Limited Integrated Annual Report 2021-22 377
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
Composition: Mr. Umesh Chandra Sarangi (Chairman), Mrs. Renu Karnad, Mr. Kaizad Bharucha, Mr. Sashidhar Jagdishan and Mr.
Sanjiv Sachar
Details of re-constitution:
Mr. Umesh Chandra Sarangi was designated as the Chairman, Mr. Malay Patel and Mr. Sandeep Parekh ceased to
be the members, Mrs. Renu Karnad and Mr. Kaizad Bharucha were inducted as the members of the Committee with
effect from September 17, 2021.
Meetings: The Committee met four (4) times during the year on:
April 9, 2021, July 13, 2021, October 19, 2021 and January 12, 2022
CUSTOMER SERVICE COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
The Committee has been constituted to monitor and bring about continuous improvements in the quality of services
rendered to the customers and also to ensure implementation of directives received from the Reserve Bank of
India (RBI) in this regard. The terms of reference of the Committee are to formulate comprehensive deposit policy
incorporating the issues arising out of the demise of a depositor for operation of his account, the product approval
process, annual survey of depositor satisfaction and the triennial audit of such services. The Committee is constituted
to bring about continuous improvements in the quality of customer services provided by the Bank. The Committee
would also oversee the functioning of the Standing Committee on Customer Service, and also bring out innovative
measures for enhancing the customer experience and quality of customer service thereby enhancing the customer
satisfaction level across all categories of clientele, at all times.
Composition: Mr Umesh Chandra Sarangi (Chairman), Mr. Sandeep Parekh, Mr. Sashidhar Jagdishan, Dr. (Mrs.) Sunita Maheshwari,
Mr. Kaizad Bharucha and Mr. Atanu Chakraborty.
Details of re-constitution:
• Mr.SrikanthNadhamuniceasedtobeamemberoftheCommitteepursuanttohisresignationasdirectorofthe
Bank with effect from February 18, 2022.
• Mr.MalayPatelceasedtobethememberoftheCommitteeandMr.UmeshChandraSarangiwasdesignatedas
the Chairman, Dr. (Mrs.) Sunita Maheshwari, Mr. Kaizad Bharucha and Mr. Atanu Chakraborty were inducted as
the members of the Committee with effect from September 17, 2021.
Meetings: The Committee met ve (5) times during the year on:
April 9, 2021, June 17, 2021, July 14, 2021, October 19, 2021 and January 12, 2022
CORPORATE SOCIAL RESPONSIBILITY & ESG (CSR & ESG) COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
TheCSR&ESGCommitteeoftheBoardhasbeenconstitutedtoidentify,executeandmonitorCSRprojectsand
assist the Board and the Bank in fullling its corporate social responsibility objectives and achieving the desired results.
The Committee shall also ensure legal and regulatory compliance from a CSR perspective and reporting as well as
communication to all the stakeholders on the Bank’s CSR initiatives.
The terms of reference of the Committee are:
• ToformulatetheBank’sCSRStrategy,PolicyandGoals
• TomonitortheBank’sCSRpolicyandperformance
• ToreviewtheCSRprojects/initiativesfromtimetotime
• ToensurelegalandregulatorycompliancefromaCSRviewpoint
• ToensurereportingandcommunicationtotheBank’sstakeholdersontheBank’sCSR
• TomonitortheBank’sESGFramework,strategy,goalsanddisclosures
Composition: Dr. (Mrs.) Sunita Maheshwari (Chairperson), Mr. Sanjiv Sachar, Mr. Malay Patel, Mrs. Renu Karnad and Mr. Kaizad
Bharucha.
Details of re-constitution:
•Dr.(Mrs.)SunitaMaheshwariwasinductedasamemberoftheCommitteewitheffectfromJune9,2021.
•Mr.UmeshChandraSarangiceasedtobetheChairmanandmemberoftheCommitteeandDr.(Mrs.)Sunita
Maheshwari was elected as the Chairperson of the Committee with effect from September 17, 2021.
378
Report on Corporate Governance
Meetings: The Committee met ve (5) times during the year on:
April 15, 2021, July 15, 2021, October 19, 2021, January 13, 2022 and February 16, 2022
IT STRATEGY COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
The Bank has in place an IT Strategy Committee to look into various technology related aspects. The functions of the
Committee are to formulate IT strategy and related policy documents, ensure that IT strategy is aligned with business
strategy, review IT risks, etc.
The terms of reference of the Committee are:
• ApprovingITstrategyandrelatedpolicydocumentsandreviewingthesamefromtimetotime.
• Ensuringthatthemanagementhasputaneffectivestrategicplanningprocessinplace.
• ApprovingtheBank’sITstrategyandbudgettoensureitalignswiththebusinessneeds.
• Approvingre-allocationofresourceswithinITtofacilitatemeetingprioritiesandbusinessneeds.
• ReviewingandapprovingITimplementationplans.
Composition: This Committee consists of an external IT consultant, Prof. H. Krishmurthy in addition to the Board members viz.
Mr. M.D. Ranganath, Mr. Sashidhar Jagdishan, Mr. Atanu Chakraborty and Dr. (Mrs.) Sunita Maheshwari
Details of re-constitution:
• Mr.AtanuChakrabortyandMr.SashidharJagdishanwereinductedasmembersoftheCommitteewitheffectfrom
June 9, 2021.
• Dr.(Mrs.)SunitaMaheshwariwasinductedasmemberontheCommitteewitheffectfromSeptember17,2021.
• Mr.SrikanthNadhamuniceasedtobeamemberoftheCommitteepursuanttohisresignationasdirectorofthe
Bank with effect from February 18, 2022.
Meetings: The Committee met nine (9) times during the year on:
April 8, 2021, May 7, 2021, May 18, 2021, July 14, 2021, August 11, 2021, October 20, 2021, November 24, 2021,
January 14, 2022 and February 15, 2022.
DIGITAL TRANSACTION MONITORING COMMITTEE
Brief Terms of
Reference / Roles and
Responsibilities:
In order to promote digital transactions of the Bank and to provide directions in terms of strategy and action plans
including monitoring the progress of achievement in the digital transactions space, the Bank has constituted the Digital
Transaction Monitoring Committee.
The terms of reference to the Committee, inter-alia include the following:
a) Framing of the Bank-level strategy and action plans for achieving the target of digital transactions in an organized
manner, as may be set by the Government, regulatory authorities, Indian Banks’ Association, etc. from time to time.
b) Monitoring the progress of achievement in digital transactions in line with the Bank’s strategy and action plans.
c) To review and explore new opportunities for increasing the digital transactions of the Bank from time to time and give
the necessary directions in implementing and improving high level of digitalization in Bank.
d) Reviewing the Digital Banking strategy of the Bank as and when required thereby providing direction on focus areas.
e) Reviewing the progress made on the initiatives relating to Digital Banking covering performance initiatives as
determined by the Board of Directors and Government of India from time to time.
f) To review the customer services rendered on digital platform from time to time.
g) Any other terms of reference as may be specied by the Government, regulatory authorities, Indian Banks’
Association, etc. from time to time.
HDFC Bank Limited Integrated Annual Report 2021-22 379
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
Composition: Mr. Malay Patel, Mr. Sandeep Parekh, Mr. M.D. Ranganath and Mrs. Lily Vadera.
Details of re-constitution:
• Mr.SrikanthNadhamuniceasedtobeamemberoftheCommitteepursuanttohisresignationasdirectorofthe
Bank with effect from February 18, 2022.
• Mrs. Lily Vadera was inducted as member of the Committee with effect from
June 10, 2022.
Meetings: The Committee met four (4) times during the year on:
April 15, 2021, July 14, 2021, October 18, 2021, and January 14, 2022.
REVIEW COMMITTEE FOR WILFUL DEFAULTERS’ IDENTIFICATION
Brief Terms of
Reference / Roles and
Responsibilities:
The Board has constituted a Review Committee for Wilful Defaulters’ Identication to review the orders passed by the
Committee of Executives for Identication of Wilful Defaulters and provide the nal decision with regard to identied
Wilful defaulters and any other matters as may be decided by the Board from time to time.
Composition: Mr. Sashidhar Jagdishan (Chairman), Mr Umesh Chandra Sarangi, Mr. M.D. Ranganath, Mr. Sandeep Parekh,
Mr. Malay Patel and Mr. Kaizad Bharucha
Details of re-constitution:
Mr. Sanjiv Sachar ceased to be a member and Mr. Malay Patel, Mr. Kaizad Bharucha were inducted as the members
of the Committee with effect from September 17, 2021.
Meetings: No meetings of the Committee were held during the year.
REVIEW COMMITTEE FOR NON-COOPERATIVE BORROWERS
Brief Terms of
Reference / Roles and
Responsibilities:
The Board has constituted a Review Committee to review matters related to Non-Co-Operative Borrowers which are
handled by the Internal Committee of Executives appointed for this purpose and any other related matters as may be
decided by the Board from time to time.
Composition: Mr. Sashidhar Jagdishan (Chairman), Mr Umesh Chandra Sarangi, Mr. M.D. Ranganath, Mr. Sandeep Parekh,
Mr. Malay Patel, Mr. Kaizad Bharucha
Details of re-constitution:
Mr. Sanjiv Sachar ceased to be a member and Mr. Malay Patel, Mr. Kaizad Bharucha were inducted as the members
of the Committee with effect from September 17, 2021.
Meetings: No meetings of the Committee were held during the year.
Meeting of the Independent Directors
The Independent Directors of the Bank held two (2) meetings. All Independent Directors as on the date of the meeting were present
at the meeting held on April 29, 2021. In the meeting held on September 9, 2021, leave of absence was granted to Dr. (Mrs.) Sunita
Maheshwari and all other Independent Directors as on the date of the meeting were present.
380
Report on Corporate Governance
ATTENDANCE AT THE COMMITTEE MEETINGS HELD DURING FINANCIAL YEAR 2021-22
Fraud Monitoring Committee
[Total four meetings held]
Name
No. of meetings
attended
Mr. Umesh Chandra Sarangi 4
Mrs. Renu Karnad (from September 17, 2021) 2
Mr. Malay Patel (upto September 17, 2021) 2
Mr. Sandeep Parekh (upto September 17, 2021) 2
Mr. Kaizad Bharucha (from September 17, 2021) 2
Mr. Sashidhar Jagdishan 4
Mr. Sanjiv Sachar 4
Customer Service Committee
[Total ve meetings held]
Name
No. of meetings
attended
Mr Umesh Chandra Sarangi (from September 17, 2021) 2
Mr. Sandeep Parekh 5
Mr. Sashidhar Jagdishan 5
Dr. (Mrs.) Sunita Maheshwari
(from September 17, 2021) 2
Mr. Kaizad Bharucha (from September 17, 2021) 2
Mr. Atanu Chakraborty (from September 17, 2021) 2
Mr. Srikanth Nadhamuni (upto February 18, 2022) 5
Mr. Malay Patel (upto September 17, 2021) 3
Credit Approval Committee
[Total Thirty meetings held]
Name
No. of meetings
attended
Mr. Malay Patel 30
Mrs. Renu Karnad 26
Mr. Kaizad Bharucha 27
Mr. Srikanth Nadhamuni
(upto February 18, 2022) 24
Digital Transactions Monitoring Committee
[Total four Meeting Held]
Name
No. of meetings
attended
Mr. Malay Patel 4
Mr. Sandeep Parekh 4
Mr. M.D. Ranganath 4
Mr. Srikanth Nadhamuni (upto February 18, 2022) 4
Audit Committee
[Total Sixteen meetings held]
Name
No. of meetings
attended
Mr. M.D. Ranganath 16
Mr. Umesh Chandra Sarangi 16
Mr. Sanjiv Sachar 16
Nomination and Remuneration Committee
[Total thirteen meetings held]
Name
No. of meetings
attended
Mr. Sanjiv Sachar 13
Mr. Sandeep Parekh 13
Mr. M.D. Ranganath 13
Mr. Umesh Chandra Sarangi 13
Mr. Atanu Chakraborty
(from June 9, 2021) 9
Stakeholders’ Relationship Committee
[Total Four meetings held]
Name
No. of meetings
attended
Mr. Malay Patel 4
Mr. Umesh Chandra Sarangi 4
Mr. Sandeep Parekh 4
Mrs. Renu Karnad 4
Mr. Kaizad Bharucha
(from September 17, 2021) 2
Corporate Social Responsibility and ESG Committee
[Total ve meetings held]
Name
No. of meetings
attended
Dr. (Mrs.) Sunita Maheshwari (from June 9, 2021) 4
Mr. Umesh Chandra Sarangi (
upto September 17, 2021) 2
Mr. Sanjiv Sachar 5
Mr. Malay Patel 5
Mrs. Renu Karnad 5
Mr. Kaizad Bharucha 5
Risk Policy and Monitoring Committee
[Total nine meetings held]
Name
No. of meetings
attended
Mr. Srikanth Nadhamuni (upto September 17, 2021) 5
Mr. M. D. Ranganath 9
Mrs. Renu Karnad 9
Mr. Sanjiv Sachar 9
Mr. Sashidhar Jagdishan 9
Mrs. Lily Vadera (
from January 15, 2022) 2
Mr. Atanu Chakraborty (
from June 9, 2021) 7
Mr. Sandeep Parekh (
from September 17, 2021) 4
HDFC Bank Limited Integrated Annual Report 2021-22 381
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
Premises Committee
[Total Four meetings held]
Name
No. of meetings
attended
Mrs. Renu Karnad 4
Mr. Sandeep Parekh 4
Dr. (Mrs.) Sunita Maheshwari (from September 17, 2021) 2
Mr. Malay Patel
(upto September 17, 2021) 2
IT Strategy Committee
[Total Nine meetings held]
Name
No. of meetings
attended
Mr. M.D. Ranganath 9
Mr. Srikanth Nadhamuni (upto February 18, 2022) 9
Mr. Atanu Chakraborty (from June 9, 2021) 6
Mr. Sashidhar Jagdishan (from
June 9, 2021) 6
Dr. (Mrs.) Sunita Maheshwari
(from September 17, 2021)
3
GENERAL BODY MEETINGS
Following are the details of general body meetings for the previous three (3) nancial years:
Sr.
No.
Particulars
of meeting
Venue
Day, Date &
Time
Number
of Special
Resolutions
passed, if any
Nature of Special Resolutions
1 25
th
Annual
General
Meeting
Birla Matushri
Sabhagar,
19, New Marine
Lines, Mumbai –
400020
Friday,
July 12, 2019
at 2:30 p.m.
1 (One) Issue of Unsecured Perpetual Debt Instruments (part of Additional
Tier I capital), Tier II Capital Bonds and Long Term Bonds (nancing of
infrastructure and affordable housing) on a private placement basis.*
2 26
th
Annual
General
Meeting
Held through Video-
Conferencing
or Other Audio-
Visual Means
Saturday,
July 18, 2020
at 2:30 p.m.
2 (Two) 1. Re-appointment of Mr. Malay Patel (DIN 06876386) as an Independent
Director.
2. Issue Unsecured Perpetual Debt Instruments (part of Additional Tier
I capital), Tier II Capital Bonds and Long Term Bonds (nancing of
infrastructure and affordable housing) on a private placement basis.*
3 27
th
Annual
General
Meeting
Held through Video-
Conferencing
or Other Audio-
Visual Means
Saturday,
July 17, 2021
at 2:30 p.m.
6 (six) 1. Re-appointment of Mr. Umesh Chandra Sarangi (DIN 02040436) as an
independent Director.
2. Issue Unsecured Perpetual Debt Instruments (part of Additional Tier
I capital), Tier II Capital Bonds and Long Term Bonds (nancing of
infrastructure and affordable housing) on a private placement basis*
3. Amendment to the ESOS-Plan D-2007 as approved by the Members
4. Amendment to the ESOS-Plan E-2010 as approved by the Members
5. Amendment to the ESOS-Plan F-2013 as approved by the Members
6. Amendment to the ESOS-Plan G-2016 as approved by the Members
* The Registrar and Transfer Agent of the Bank, for all such issues, was Datamatics Business Solutions Limited.
POSTAL BALLOT
Pursuant to the provisions of Section 110 and all other applicable
provisions, if any, of the Act read with Rule 22 of the Companies
(Management and Administration) Rules, 2014, Regulation 44 of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the “SEBI
Listing Regulations”), Secretarial Standard on General Meetings
(“SS-2”) issued by the Institute of Company Secretaries of
India, including any statutory modication(s), clarication(s),
substitution(s) or re-enactment(s) thereof for the time being in
force, guidelines prescribed by the Ministry of Corporate Affairs
(the “MCA”), Government of India, for holding general meetings
/ conducting postal ballot process through electronic voting
(remote e-voting) vide General Circular Nos. 14/2020 dated
April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated
June 15, 2020, 33/2020 dated September 28, 2020, 39/2020
dated December 31, 2020, 10/2021 dated June 23, 2021
and 20/2021 dated December 8, 2021 (the “MCA Circulars”)
in view of COVID-19 pandemic and any other applicable laws
and regulations, the approval of the Members of the Bank for
below mentioned resolutions were obtained through Postal
Ballot Notices dated February 18, 2022 and March 28, 2022
via. remote e-voting.
382
Report on Corporate Governance
Particulars
Postal Ballot Notice
Dated February 18,
2022
Postal Ballot Notice
Dated March 28, 2022
Resolution(s) 1. Appointment of Mrs.
Lily Vadera (DIN:
09400410) as an
Independent Director
of the Bank - Special
Resolution
1. Approval and adoption
of Employee Stock
Incentive Plan 2022 -
Special Resolution
2. Approval of Related
Party Transactions with
Housing Development
Finance Corporation
Limited- Ordinary
Resolution
3. Approval of Related
Party Transactions with
HDB Financial Services
Limited - Ordinary
Resolution
4. Approval of Related
Party Transactions
with HDFC Securities
Limited - Ordinary
Resolution
5. Approval of Related
Party Transactions with
HDFC Life Insurance
Company Limited-
Ordinary Resolution
6. Approval of Related
Party Transactions
with HDFC ERGO
General Insurance
Company Limited -
Ordinary Resolution
Remote e-voting Central Depository
Services (India) Limited
National Securities
Depository Limited
Scrutinizer The Board of Directors had appointed Mr. B.
NarasimhanofM/s.B.N.&Associates,Practising
Company Secretaries and in his absence, Mr.
V. V. Chakradeo of M/s. V. V. Chakradeo &
Co., Practicing Company Secretaries, as the
Scrutinizer, for conducting the Postal Ballot
process in a fair and transparent manner.
Cut-off Date Monday, February 21,
2022
Friday, April 08, 2022
Dispatch Date of
Notice
Wednesday, February
23, 2022
Monday, April 11,
2022
Remote e-voting
period
Commenced on
Saturday, February 26,
2022 at 9:00 A.M. IST
and ended on Sunday,
March 27, 2022 at
5:00 P.M. IST.
Commenced on
Friday, April 15, 2022
at 9:00 A.M. IST and
ended on Saturday,
May 14, 2022 at 5:00
P.M. IST.
Accordingly, the Postal Ballots were conducted by the scrutinizer
and a report was submitted to the Authorized Ofcer, Mr. Santosh
Haldankar,Sr.VicePresident(Legal)&CompanySecretaryof
the Bank. The results of the voting conducted through Postal
Ballots are as under:
For all resolutions as specied in the Postal Ballot Notice
dated February 18, 2022:
There were a total of 20,49,142 shareholders of the Bank as on the
record date i.e. February 21, 2022, out of which 78,888 Members
comprising of 3,76,83,99,916 equity shares representing 67.98 %
of the share capital participated in the e-voting process. A
snapshot of the voting results of the postal ballot is as follows:
Resolutions
% of votes
polled on
outstanding
shares
% of votes in
favour on votes
polled
% of votes
against on votes
polled
Resolution No. 1 67.820 99.969 0.031
Resolution No. 2 46.504 99.999 0.001
Resolution No. 3 46.505 99.998 0.002
Resolution No. 4 46.503 99.998 0.002
Resolution No. 5 46.505 99.998 0.002
Resolution No. 6 46.505 99.998 0.002
Note: Invalid votes, inter alia, were caused by Members not
voting on any resolution before submitting their votes, corporate
voters not submitting requisite documents, etc.
Accordingly, the Resolutions as set out in the Postal Ballot Notice
dated February 18, 2022 was passed with requisite majority on
March 27, 2022.
For resolution(s) as specied in the Postal Ballot Notice
dated March 28, 2022:
There were total of 22,34,937 shareholders of the Bank as on
the record date i.e. April 08, 2022, out of which 12,412 Members
comprising of 3,74,20,95,251 equity shares representing 64.48%
of the share capital participated in the e-voting process.
A snapshot of the voting results of the postal ballot is as follows:
Resolutions
% of votes
polled on
outstanding
shares
% of votes in
favour on votes
polled
% of votes
against on votes
polled
Resolution No. 1 67.248 88.838 11.162
Accordingly, the Resolution as set out in the Postal Ballot Notice
dated March 28, 2022 was passed with requisite majority on
May 14, 2022.
DISCLOSURES
Material Subsidiary
The Bank has two (2) subsidiaries viz: HDB Financial Services
Limited and HDFC Securities Limited, neither of which qualies
to be a material subsidiary within the meaning of the SEBI
Listing Regulations. However, as a good corporate governance
practice, the Bank has formulated a policy for determining
material subsidiary. The policy is available on the Bank’s website
at https://www.hdfcbank.com/personal/about-us/corporate-
governance/codes-and-policies.
HDFC Bank Limited Integrated Annual Report 2021-22 383
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
Related Party Transactions
During the year, the Bank has entered into transactions with the
related parties in the ordinary course of business. The Bank has
not entered into any materially signicant transactions with the
relatedparties,whichcouldleadtoapotentialconictofinterest
between the Bank and these parties. Transactions with related
parties were placed before the Audit Committee for approval.
There were no material transactions with related parties, which
were not in the ordinary course of business, nor were there any
material transactions, which were not at an arm’s length basis.
The Shareholders of the Bank have approved the material related
party transactions to be entered into by the Bank in the F.Y.
2022-23 through Postal Ballot on March 27, 2022 as per SEBI
Listing Regulations.
Details of related party transactions entered into during the year
ended March 31, 2022 are given in, Note No. 28 in Schedule
18, forming part of ‘Notes to Accounts’ in accordance with
Accounting Standard (AS) – 18.
The Bank has put in place a policy to deal with related party
transactions and the same has been uploaded on the Bank’s
web-site at https://www.hdfcbank.com/personal/about-us/
corporate-governance/codes-and-policies
Commodity Price Risks and Foreign Exchange
Risks and Hedging activities
Being in the business of banking, as per the extant regulations,
the Bank does not deal in any commodity, though, it can be
exposed to the commodity price risks in its capacity as lender /
banker to its customers. Currently, the Bank has open exposure
in Precious Metals i.e, Gold / Silver and such open exposures in
Gold / Silver are primarily on account of positions created from
short term deposits under the Gold Monetisation Scheme (GMS)
raised from Customers and trading positions in Gold / Silver.
These positions are managed similar to other foreign exchange
exposures using spot, outright forwards and swap transactions
in Gold/Silver and monitored as part of the trading portfolio within
the stipulated trading risk limits viz. Net overnight open position
limit, Intraday open position limit, Value-at-Risk limit, Stop Loss
Trigger Level etc. that are dened in the Treasury Limits Package.
In addition, Bank is authorized by Reserve Bank of India to
import gold and silver and the exposure arising out of import
of gold and silver on consignment basis is covered on back to
back basis. The spot, forward and swap contracts, outstanding
as on the Balance Sheet date and held for trading, are revalued
at the closing spot and forward rates respectively as notied by
FEDAI (Foreign Exchange Dealers’ Association of India) and at
interpolated rates for contracts of interim maturities. The USD/
INR rate for valuation of contracts having longer maturities i.e.
greater than one (1) year is implied from the applicable INR and
USD swap curves. For other pairs, where the rates / tenors
are not published by FEDAI, the spot and forward points are
obtained from Renitiv or Bloomberg for valuation of the foreign
exchange deals. The foreign exchange prot or loss is arrived on
present value basis thereafter, as directed by FEDAI, whereby the
forward prots or losses on the deals, as computed above, are
discounted till the valuation date using the applicable discounting
yields. The resulting prot or loss on valuation is recognized in
the Statement of Prot and Loss.
Given below are the exposure details of the Bank under the Gold
Monetisation Scheme deposits as of March 31, 2022.
Total open exposure of the Bank to commodities i.e. Gold (in
INR) as on March 31, 2022: Nil
Note: As part of trading position in Gold, the Treasury Gold Desk
has open position in Gold of 219.74 ounce, which is equivalent
to ` 32,112,061.92 as on March 31, 2022, and was within the
NOOP limit prescribed for XAU.
Accounting Treatment
The nancial statements have been prepared and presented
under the historical cost convention and accrual basis of
accounting, unless otherwise stated and are in accordance
with Generally Accepted Accounting Principles in India (‘GAAP’),
statutory requirements prescribed under the Third Schedule
of the Banking Regulation Act, 1949, circulars and guidelines
issued by the Reserve Bank of India (‘RBI’) from time to time
(RBI guidelines), Accounting Standards (‘AS’) specied under
Section 133 of the Companies Act, 2013 read together with
the Companies (Accounts) Rules, 2014 and the Companies
(Accounting Standards) Rules, 2021, in so far as they apply
to banks.
Credit Ratings
The details of all credit ratings obtained by the Bank for all debt
instruments are furnished in the Directors’ Report which may
be referred to.
Whistle Blower Policy / Vigil Mechanism
The details of establishment of whistle blower policy / vigil
mechanism are furnished in the Directors’ Report which may
be referred to. None of the Bank’s personnel have been denied
access to the Audit Committee.
Appointment / Resignation of Director
Dr. (Mrs.) Sunita Maheshwari was appointed as an Independent
Director of the Bank for a period of ve (5) consecutive years with
effect from March 30, 2021 and Mr. Atanu Chakraborty was also
appointed as the Part-time Chairman and Independent Director
384
Report on Corporate Governance
of the Bank for a period of three (3) consecutive years with effect
from May 5, 2021. The said appointments were approved by the
shareholders of the Bank at the 27
th
Annual General Meeting
held on July 17, 2021.
Subsequently, Mrs. Lily Vadera was appointed as an Independent
Director of the Bank for a period of ve (5) consecutive years with
effect from November 26, 2021 and the said appointment was
approved by the shareholders of the Bank through Postal Ballot
on March 27, 2022.
Mr. Srikanth Nadhamuni tendered his resignation as Non-
Executive (Non-Independent) Director of the Bank with effect
from February 18, 2022.
Further, Mrs. Renu Karnad is proposed to be re-appointed as
Non-Executive Director (Nominee of Housing Development
Finance Corporation Limited, promoter of the Bank) on the
Board of the Bank for a period of ve (5) consecutive years with
effect from September 3, 2022, subject to the approval of the
shareholders at the ensuing Annual General Meeting.
Familiarization of Independent Directors
The details of familiarization programmes imparted to
Independent Directors are available on the website of the Bank
at https://www.hdfcbank.com/personal/about-us/corporate-
governance/familiarization-of-independent-directors
Strictures and Penalties for last three nancial
years:
During the last three nancial years, the Reserve Bank of India
and other regulatory / statutory authorities have imposed the
following penalties / strictures / prohibitions / restrictions on
the Bank:
FY 2021-22
Reserve Bank of India (RBI) by an order dated May 27, 2021,
levied a penalty of `10 crores (Rupees ten crores only) for
marketing and sale of third-party non-nancial products to
the Bank’s auto loan customers, arising from a whistle blower
complaint, which revealed, inter alia, contravention of Section
6(2) and Section 8 of the Banking Regulation Act, 1949. The
Bank has discontinued the sale of said third-party non-nancial
product since October 2019. The penalty was paid by the Bank.
FY 2020-21
A. Penalties:
• ReserveBankofIndia(RBI)hasvideitsletterdated
December 04, 2020 imposed a monetary penalty
of `10 lacs on the Bank for bouncing of SGL, which
lead to shortage of balance in certain securities in the
Bank’s CSGL account on November 19, 2020. The
Bank has since enhanced its review mechanism so
as to ensure that such incidents do not recur.
• SEBIissuednalorderonJanuary21,2021,levying
a penalty of `1 crore on the Bank, in the matter of
invocation of securities pledged by BMA Wealth
Creators (BRH Wealth Kreators) for availing credit
facilities. SEBI has also directed the Bank to transfer
sale proceeds of ` 158.68 crores on invocation of
securities, along with interest to escrow account with
a nationalised bank by marking lien in favour of SEBI.
The Bank had challenged SEBI's order before SAT
and SAT, vide its interim order, have stayed operation
of SEBI’s order. SAT, vide its nal order dated February
18, 2022, allowed the Bank’s appeal and quashed
SEBI’s Order.
B. Restrictions imposed:
RBI has issued an Order dated December 02, 2020
(“Order”) to HDFC Bank Limited (the “Bank”) with regard
to certain incidents of outages in the internet banking/
mobile banking/ payment utilities of the Bank over the
past 2 years, including the outages in the Bank’s internet
banking and payment system on November 21, 2020
due to a power failure in the primary data centre. RBI,
vide above order, advised the Bank (a) to stop all digital
business generating activities planned under its ‘Digital
2.0’ and proposed Business generating applications digital
also imposed restrictions and (b) to stop sourcing of new
credit card customers. The Bank has initiated remedial
activities including xing of staff accountability and the
same were communicated to the RBI. Basis the Bank’s
submission, RBI vide its letter dated August 17, 2021, has
relaxed the restriction placed on sourcing of new credit
cards customers and further vide its letter dated March 11,
2022 has lifted the restrictions on the business generating
activities planned under the Bank’s Digital 2.0 program.
FY 2019-20
RBI has, vide its order dated June 13, 2019, imposed a monetary
penalty of ` 10 million on the Bank for non-compliance with
directions issued by RBI on Know Your Customer (KYC)/ Anti-
Money Laundering (AML) Norms and on reporting of frauds. The
penalty has been imposed in exercise of powers vested in RBI
under the provisions of Section 47A(1)(c) read with Section 46(4)(i)
of the Banking Regulation Act, 1949. In the instant case, the Bank
had made a reference to the Custom Authorities for verication of
Bill of Entry submitted by certain importers. Examination of these
customers revealed violations of RBI directions on ‘KYC/AML
norms’ and on reporting of frauds. The penalty was paid by the
Bank. The Bank has taken necessary measures to strengthen its
internal control mechanisms so as to ensure that such incidents
do not recur.
HDFC Bank Limited Integrated Annual Report 2021-22 385
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
Reserve Bank of India (RBI) has also, vide its order dated
January 29, 2020, imposed a monetary penalty of ` 10 million
on the Bank for failure to undertake on-going due diligence in
case of 39 current accounts opened for bidding in Initial Public
Offer (IPO). The penalty has been imposed by RBI in exercise
of the powers conferred under the provisions of Section 47A(1)
(c) read with Section 46(4)(i) of the Banking Regulation Act,
1949. The penalty was paid by the Bank. The Bank has since
strengthened its internal control mechanisms so as to ensure
that such incidents do not recur.
A chart or a matrix setting out the skills /expertise
/ competence of the Board of Directors:
The Board of Directors have identied the following core skills
/ expertise / competencies / special knowledge or practical
experience, as required in the context of the Bank’s business
and sector(s) for it to function effectively. The same are in line
with the relevant provisions of the Banking Regulation Act, 1949
and relevant circulars issued by the Reserve Bank of India from
time to time:
(i) Accountancy,
(ii) Agriculture and Rural Economy,
(iii) Banking,
(iv) Co-operation,
(v) Economics
(vi) Finance,
(vii) Law,
(viii) Small-Scale Industry,
(ix) Information Technology,
(x) Payment&SettlementSystems,
(xi) Human Resources,
(xii) Risk Management,
(xiii) Business Management,
(xiv) Any other matter the special knowledge of, and practical
experience in, which would, in the opinion of the Reserve
Bank, be useful to the Bank’s business / sectors.
Sr.
No.
Name Designation Expertise / Competence
1 Mr. Atanu
Chakraborty
Part-time
Chairman and
Independent
Director
Finance, Economy, Public Policy,
Administration and Infrastructure,
Banking, Risk management, Payment
& Settlement system, Business
Management
2 Mr. Kaizad
Bharucha
Executive
Director
Banking Business, Credit & Risk
Management, Business Management
3 Mrs. Lily
Vadera
Independent
Director
Banking
4 Mr. Malay
Patel
Independent
Director
Small Scale Industries, Business
Management
Sr.
No.
Name Designation Expertise / Competence
5 Mr. M. D.
Ranganath
Independent
Director
Finance, Accountancy, Information
Technology, Risk Management,
Business Management
6 Mrs. Renu
Karnad
Non-Executive
Director
Risk Management, Housing & Real
Estate, Financial, Accounting &
Audit, Consumer Behaviour, Sales
& Marketing, Legal and Strategy
Management, Economics, Business
Management
7 Mr.
Sandeep
Parekh
Independent
Director
Law (with focus on securities market
and nancial regulations), Payment
& Settlement system, Business
Management
8 Mr. Sanjiv
Sachar
Independent
Director
Human Resource Management,
Economics, Finance, Accountancy,
Business Management
9 Mr.
Sashidhar
Jagdishan
Managing
Director&
Chief
Executive
Ofcer
Economics of Money, Banking and
Finance, Accountancy, Business
Management
10 Dr. (Mrs.)
Sunita
Maheshwari
Independent
Director
Medicine, Healthcare, Entrepreneurship,
General Administration, Small Scale
Industries, Business Management
11 Mr. Umesh
Chandra
Sarangi
Independent
Director
Agriculture and Rural Economy, Co-
operation, Business Management
Details of utilization of funds raised through
preferential allotment or qualied institutions
placement as specied under Regulation 32 (7A)
During the year under review, the Bank has not raised any
funds through Preferential Allotment or Qualied Institutions
Placement as specied under Regulation 32(7A) of the SEBI
Listing Regulations.
Disclosures in relation to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
Details of the number of complaints received, disposed, and
pending during the year 2021-22 pertaining to the Sexual
Harassment of Women at Workplace are as under:
Number of complaints received during the year 2021-2022 51
Number of complaints disposed during the year 2021-2022 48
Number of cases pending as on March 31, 2022 3*
*The three pending cases as on March 31, 2022 were reported to the Internal
Committee in March 2022. Two of these cases have already been closed
in Q1 of F.Y. 2022 – 2023. For the remaining one case, case inquiry has
concluded and the nal inquiry report is expected shortly.
386
Report on Corporate Governance
COMPLIANCE WITH MANDATORY REQUIREMENTS
The Bank has complied with all the applicable mandatory
requirements of the Code of Corporate Governance as
prescribed under the SEBI Listing Regulations
Reg.
No.
Particulars
Status of
compliance
17 Requirements pertaining to the Board of Directors Compliant
17A Maximum number of Directorships Compliant
18 Requirements pertaining to the Audit Committee Compliant
19 Requirements pertaining to Nomination and
Remuneration Committee
Compliant
20 Requirements pertaining to Stakeholders
Relationship Committee
Compliant
21 Requirements pertaining to Risk Management
Committee
Compliant
22 Requirements pertaining to Vigil Mechanism Compliant
23 Requirements pertaining to Related Party
Transactions
Compliant
24 Corporate governance requirements with respect
to subsidiary of listed entity
Compliant
24A Requirements pertaining to Secretarial Audit and
Secretarial Compliance Report
Compliant
25 Obligations with respect to independent Directors Compliant
26 Obligations with respect to employees including
senior management, key managerial persons,
directors and promoters
Compliant
27 Other corporate governance requirements Compliant
46 Requirements pertaining to the dissemination of
certain information under a separate section on
the website
Compliant
PERFORMANCE EVALUATION
The Bank has put in place a mechanism for performance
evaluation of the Directors. The details of the same have been
included in the Directors’ Report.
COMPLIANCE WITH NON-MANDATORY
REQUIREMENTS
a) Board of Directors
The Bank maintains the expenses relating to the ofce of the
Part-time Chairman and reimburses all the expenses incurred
in performance of his duties.
b) Shareholder’s Rights
The Bank publishes its results on its website at www.hdfcbank.com
which is accessible to the public at large. The same are also
available on the websites of the Stock Exchanges on which the
Bank’s shares are listed.
A half-yearly declaration of nancial performance including
summary of the signicant events is presently not being sent
separately to each shareholder. The Bank’s results for each
quarter are published in an English newspaper having a nation-
wide circulation and in a Marathi newspaper having a nation-
wide circulation in Maharashtra. Hence, half-yearly results are
not sent to the shareholders individually.
c) Audit Qualications
During the period under review, there is no audit qualication in
the Bank’s nancial statements. The Bank continues to adopt
best practices to ensure regime of unmodied audit opinion.
d) Separate posts of Chairperson and Managing
Director/ Chief Executive Ofcer
Mr. Atanu Chakraborty is the Part-time Chairman and
Independent Director of the Bank and Mr. Sashidhar Jagdishan
istheManagingDirector&ChiefExecutiveOfceroftheBank.
e) Reporting of Internal Auditor
The Internal Auditor of the Bank reports to the Audit Committee
of the Bank.
OWNERSHIP RIGHTS
The Bank seeks to protect and facilitate the exercise of the rights
of its shareholders including the following:
• To carry out transmission / transposition and deletion
of name on the share certicates(s) and receive the duly
endorsed share certicates within the period prescribed in
the SEBI Listing Regulations.
• To receive notice of general meetings, annual report,
the balance sheet and prot and loss account and the
auditor’s report.
• Toattendandspeakinperson,atgeneralmeetings.
• Toappointproxytoattendandvoteatthegeneralmeetings.
In case the member is a body corporate, to appoint a
representative to attend and vote at the general meetings
of the company on its behalf.
• Proxycanvoteonapoll.Incaseofvoteonpoll,thenumber
of votes of a shareholder is proportionate to the number
of equity shares held by him. In case of the 28
th
Annual
General Meeting of the Bank which will be conducted by
Video-Conferencing /Other Audio-Visual Means pursuant
to the relevant MCA circulars, physical attendance of the
shareholders has been dispensed with and accordingly, the
HDFC Bank Limited Integrated Annual Report 2021-22 387
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
facility for appointment of proxies for attending and voting
on behalf of shareholders will not be available at the 28
th
Annual General Meeting of the Bank.
• IntermsofSection12oftheBankingRegulationAct,1949
as amended with effect from January 18, 2013 vide the
Banking Laws Amendment Act, 2012, no person holding
shares in a banking company shall, in respect of any shares
held by him, exercise voting rights on poll in excess of ten
(10) per cent of the total voting rights of all the shareholders
of the banking company, provided that RBI may increase, in
a phased manner, such ceiling on voting rights from ten (10)
percent to twenty-six (26) per cent. The notication dated
July 21, 2016 issued by RBI and notied in the Gazette of
India dated September 17, 2016 states that the current level
of ceiling on voting rights is at twenty-six (26) per cent.
• To requisition an extraordinary general meeting of the
company by shareholders who collectively hold not less
than 1/10
th
of the total paid-up capital of the company.
• To move amendments to resolutions proposed at
general meetings.
• Toreceivedividendandothercorporatebenetslikerights,
bonus shares, etc. as and when declared / announced.
• Toinspectvariousregistersofthecompany,minutesbooks
of general meetings and to receive copies thereof after
complying with the procedure prescribed in the Companies
Act, 2013 as amended from time to time.
• To make nomination in respect of shares held by
the shareholder.
• Toparticipateinandbesufcientlyinformedofthedecisions
concerning fundamental corporate changes.
• Tobeinformedoftherules,includingvotingprocedures
that govern general shareholder meetings.
• Tohaveadequatemechanismtoaddressthegrievances
of the shareholders.
• Toensureprotectionofminorityshareholdersfromabusive
actions by, or in the interest of, controlling shareholders
acting either directly or indirectly, and effective means
of redress.
The rights mentioned above are prescribed in the Companies
Act, 2013, the SEBI Listing Regulations and Banking Regulation
Act, 1949, wherever applicable, and should be followed only
after careful reading of the relevant sections. These rights are
not necessarily absolute.
GENERAL SHAREHOLDER INFORMATION:
The Bank’s share capital consists of one class of equity shares
having face value of ` 1 each and the Bank has not issued any
other class of shares.
SHAREHOLDERS HOLDING MORE THAN 1% OF THE
SHARE CAPITAL OF THE BANK AS AT MARCH 31, 2022
Sr.
No.
Name of the Shareholder
No. of Shares
held
% to share
capital
1 JP Morgan Chase Bank, NA* 1,02,81,15,525 18.54
2 Housing Development Finance
Corporation Limited
86,46,15,834 15.59
3 HDFC Investments Limited 30,00,00,000 5.41
4 LICI ASM NON PAR 16,01,17,638 2.89
5 Europacic Growth Fund 9,68,86,630 1.75
6 ICICI Prudential Bluechip Fund 7,66,17,637 1.38
7 UTI-NIFTY Exchange Traded Fund 6,32,56,598 1.14
8 HDFC Trustee Company Ltd. A/c.
HDFC Top 100 Fund
5,89,74,568 1.06
* One (1) American Depository Share (ADS) represents three (3) underlying
equity shares of the Bank.
388
Report on Corporate Governance
DISTRIBUTION OF SHAREHOLDING AS AT MARCH 31, 2022
Share Range From Share Range To No. of Shares % To Capital No. of Holders % Tot No. of Holders
1 2,500 21,35,12,859 3.85 22,27,914 98.75
2,501 5,000 5,42,34,088 0.98 14,836 0.66
5,001 10,000 4,34,04,892 0.78 6,148 0.27
10,001 15,000 2,16,13,580 0.39 1,757 0.08
15,001 20,000 1,58,90,590 0.29 908 0.04
20,001 25,000 1,28,87,626 0.23 572 0.02
25,001 50,000 4,84,14,689 0.87 1,348 0.06
50,001 1,00,000 6,08,76,031 1.10 862 0.04
1,00,001 9,99,99,99,999 5,07,47,06,621 91.51 1,816 0.08
TOTAL 5,54,55,40,976 100.00 22,56,161 100.00
22,33,831 Folios comprising of 5,53,38,32,585 equity shares forming 99.79% of the share capital are in demat form.
22,330 Folios comprising of 1,17,08,391 equity shares forming 0.21 % of the share capital are in physical form.
Note: Other than the stock options granted to the employees of the Bank which will result in an addition to the equity share capital
of the Bank on the exercise of the stock options and subsequent allotment of equity shares, the Bank has no outstanding warrants
or other convertible instruments as on March 31, 2022 which could have an impact on the equity share capital of the Bank.
SHARE PRICE / CHART
BSE Limited
The National Stock Exchange of India
Limited
New York Stock Exchange
Month
High (`) Low (`)
Monthly
Volumes
High (`) Low (`)
Monthly
Volumes
HIGHEST
(US$)
LOWEST
(US$)
Monthly
Volumes
April- 21 1,503.45 1,353.10 67,40,055 1,503.65 1,353.00 23,57,70,297 78.14 67.73 4,00,44,800
May- 21 1,520.65 1,377.55 66,08,154 1,520.45 1,377.30 15,84,12,762 77.17 68.36 2,72,91,100
June- 21 1,526.35 1,451.00 44,16,797 1,527.00 1,455.00 10,91,33,234 77.62 73.00 2,49,47,400
July- 21 1,545.10 1,404.15 47,97,455 1,545.35 1,404.00 15,03,89,347 75.24 68.50 2,68,43,000
August- 21 1,583.00 1,413.40 50,16,079 1,583.35 1,410.00 13,47,11,410 79.39 70.63 2,74,12,900
September- 21 1,635.60 1,528.70 65,05,770 1,635.50 1,528.95 12,86,05,303 79.17 71.80 3,82,19,600
October- 21 1,724.30 1,560.05 52,39,421 1,725.00 1,560.00 12,52,13,820 78.43 71.61 3,54,14,800
November- 21 1,622.20 1,461.50 60,97,597 1,622.00 1,462.00 12,99,24,758 73.98 65.34 3,25,98,925
December- 21 1,555.60 1,414.00 67,42,415 1,555.05 1,414.10 11,28,38,990 68.40 61.35 3,01,70,500
January - 22 1,576.00 1,435.25 51,72,458 1,576.65 1,435.00 15,64,01,807 72.20 64.00 3,37,59,500
February- 22 1,539.40 1,408.10 67,54,893 1,539.95 1,407.15 12,96,36,002 70.16 61.86 2,86,76,200
March- 22 1,517.80 1,292.00 78,83,941 1,518.80 1,292.00 21,45,62,417 63.56 54.25 5,52,01,000
HDFC Bank Limited Integrated Annual Report 2021-22 389
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
HDFC Bank Share price versus BSE - Sensex
Niy
HDFC Bank Share price versus NSE - Niy
390
Report on Corporate Governance
Categories of shareholders as at March 31, 2022
Details of Shareholding
Promoters (*)
ADS (#)
Foreign Institutional Investors
Overseas Corporate Bodies, Foreign Bodies, Foreign
National and Non Resident Indians
Financial Institutions, Banks, Mutual Funds and Central
Government
Life Insurance Corporation of India
Subsidiaries of Life Insurance Corporation of India
Other Insurance Corporations
Indian Companies
Others
0.26%
0.14%
1.70%
2.62%
0.21%
9.71%
21%
18.54%
29.01%
16.81%
CATEGORIES OF SHAREHOLDERS AS AT MARCH 31, 2022
No of shares % to Capital
Promoters (*) 1,16,46,25,834 21.00
ADS (#) 1,02,81,15,525 18.54
Foreign Institutional Investors 1,60,88,81,315 29.01
Overseas Corporate Bodies, Foreign Bodies, Foreign National and Non Resident Indians 74,60,686 0.14
Financial Institutions, Banks, Mutual Funds and Central Government 93,19,65,879 16.81
Life Insurance Corporation of India 1,46,19,904 0.26
Subsidiaries of Life Insurance Corporation of India 14,54,97,734 2.62
Other Insurance Corporations 1,18,57,498 0.21
Indian Companies 9,41,01,444 1.70
Others 53,84,15,157 9.71
TOTAL 5,54,55,40,976 100.00
(*) None of the equity shares held by the Promoters are under pledge.
(#) JP Morgan Chase Bank, NA is the Depository for the ADS (1,028,115,525 underlying equity shares)
HDFC Bank's Share price versus NYSE - Composite
HDFC Bank Limited Integrated Annual Report 2021-22 391
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
FINANCIAL CALENDER
[April 1, 2022 to March 31, 2023]
Board Meeting for consideration
of accounts
April 16, 2022
Dispatch of Annual Reports by
electronic mode
around June 22, 2022
Date, Time and Venue of the
28
th
AGM
AGM will be held on July 16,
2022 at 2:30 P.M. through video
conferencing
Record date for purpose of
determining eligibility of dividend
May 13, 2022
Dividend declaration date July 16, 2022
Expected date of payment of
dividend
July 18, 2022 onwards (both
physical and electronic mode)
Board Meeting for considering
unaudited results for rst three
quarters of FY 2022-23
Within 25 days from the end of each
quarter
LISTING
Listing on Indian Stock Exchanges:
The equity shares of the Bank are listed at the following Stock
Exchanges and the annual fees for 2021-22 have been paid:
Sr.
No.
Name and Address of The Stock
Exchange
Stock Code
1 BSE Limited, Phiroze Jeejeebhoy
Towers, Dalal Street, Fort,
Mumbai 400 023
500180
2 The National Stock Exchange of
India Limited, Exchange Plaza,
Bandra Kurla Complex, Bandra
(East), Mumbai 400051
HDFCBANK
Names of Depositories in India for dematerialization of
equity shares (ISIN No. INE040A01034)
• NationalSecuritiesDepositoryLimited(NSDL)
• CentralDepositoryServices(India)Limited(CDSL)
International Listing:
Sr.
No.
Security
Description
Name and address
of the stock
exchange
Name & address of
depository
1. The American
Depository Shares
(ADS) (CUSIP No.
40415F101)
The New York
Stock Exchange
(Ticker - HDB) 11,
Wall Street, New
York, NY
10005
J.P. Morgan Chase
Bank, N.A. J.P.
Morgan Depositary
Receipts, 383
Madison Ave, Floor
11, New York, NY,
10179
The Depository for ADS is represented in India by: JP Morgan
Chase Bank N.A., India Sub Custody, JP Morgan Chase Bank
NA, 6
th
Floor, Paradigm “B” Wing, Behind Toyota Showroom,
Mindspace, Malad (West), Mumbai - 400 064.
Note: Annual listing fees of the New York Stock Exchange has
been duly paid.
CODE OF CONDUCT
The Bank has framed and adopted a Code of Conduct, which is
approved by the Board. The Code is applicable to all directors
and senior management personnel of the Bank. This Code has
been posted on the Bank’s website at https://www.hdfcbank.
com/personal/about-us/corporate-governance/codes-and-
policies. All the Directors and senior management personnel
have afrmed compliance with the Code of Conduct / Ethics as
approved and adopted by the Board.
CODE FOR PREVENTION OF INSIDER TRADING
The Bank has adopted a share dealing code for the prevention of
insider trading in the shares of the Bank as well as in other listed
and proposed to be listed companies. The share dealing code,
inter-alia, prohibits dealing in securities of the Bank by insiders
while in possession of unpublished price sensitive information.
SHARE TRANSFER PROCESS AND SYSTEM
The Bank’s shares which are in compulsory dematerialized
(Demat) list are transferable through the depository system.
Requests for transmission / transposition or for deletion of
name in case of physical share certicates are processed by
the Registrar and Transfer Agent, Datamatics Business Solutions
Limited and are approved by the Stakeholders’ Relationship
Committee of the Bank or authorized ofcials of the Bank.
The service requests of such nature are generally processed
within a period of fteen (15) days from the date of receipt of the
relevant documents by Datamatics Business Solutions Limited.
Please note that as per the amended SEBI Listing Regulations,
with effect from April 1, 2019, any requests for transfer of
securities shall not be processed unless the securities are held
in dematerialized form.
FEES FOR STATUTORY AUDITORS
For the details of total fees for all services paid by the Bank and
its subsidiaries, on a consolidated basis, to the joint Statutory
Auditors and all entities in the network rm / network entity of
which the joint Statutory Auditors is a part, kindly refer to the
Directors’ Report.
392
Report on Corporate Governance
MEANS OF COMMUNICATION
The quarterly and half-yearly unaudited / audited nancial results
are normally published in the newspapers, viz., the Business
Standard in English and Mumbai Sakal / Navshakti in Marathi
(regional language). The results are also displayed on the Bank’s
website at www.hdfcbank.com.
The shareholders can visit the Bank’s website for nancial
information, shareholding information, dividend policy, key
shareholders’ agreements, if any, Memorandum and Articles
of Association of the Bank, etc. The website also gives a link
to www.sec.gov where the investors can view statutory lings
of the Bank with the Securities and Exchange Commission,
USA. The information relating to the Bank’s nancial results
and shareholding pattern are displayed on the websites of the
Stock Exchanges on which the Bank’s shares are listed. Other
information such as ofcial news/press releases, stock exchange
disclosures and presentations made to investors and analysts,
etc. are regularly displayed on the Bank’s website.
DEBENTURE TRUSTEES
The SEBI Listing Regulations require companies, which have
listed their debt securities, to disclose the names of their
debenture trustees with contact details in their Annual Report.
The following are the debenture trustees for the privately placed
bonds of the Bank:
1. IDBI Trusteeship Services Limited, Asian Building, 17 R
Kamani Marg, Ballard Estate, Mumbai 400001. Tel: 022
4080 7000
2. Axis Trustee Services Limited, The Ruby, 2
nd
Floor, SW, 29,
Senapati Bapat Marg, Dadar West, Mumbai- 400 028. Tel:
022 6230 0451
3. Vistra ITCL (India) Limited (Formerly known as IL&FS
TrustCompanyLimited),TheIL&FSFinancialCentre,Plot
C-22/G Block, 7
th
Floor, Bandra Kurla Complex, Bandra
(East), Mumbai 400051. Tel: 022 6930 0000
SHAREHOLDERS’ HELPDESK
Dividend payments and all other investor related activities
are attended to and processed at the ofce of Registrar and
Transfer Agent.
For any documents or for any grievances / complaints,
shareholders / investors may contact at the following address:
Mr. Sunny Abraham / Ms. Manisha Parkar /
Mr. Tukaram Thore
Datamatics Business Solutions Limited
Plot No. B 5, Part B Crosslane, MIDC, Marol, Andheri (East),
Mumbai 400 093
Tel : +91-022 - 66712213-14
E-mail : hdinvestors@datamaticsbpm.com
Timings : 10:00 a.m. to 4:30 p.m. (Monday to Friday except
public holidays)
Shareholders’ Helpdesk Timings : 10:30 a.m. to 3:30 p.m.
Between Monday to Friday (except on Bank holidays)
Telephone : +91-022-3976 0012
Email : shareholder.grievances@hdfcbank.com
For IEPF Related matters : Mr. Santosh Haldankar (Nodal
Ofcer), Mr. Dhanjit Thaivalappil and Mr. Sushant Date (Deputy
Nodal Ofcers):
Tel : +91-022-3976 0012
E-mail : shareholder.grievances@hdfcbank.com
Queries relating to the Bank’s nancial performance may be
addressed to: shareholder.grievances@hdfcbank.com
Name of the Compliance Ofcer of the Bank: Mr. Santosh
Haldankar,SeniorVicePresident-Legal&CompanySecretary
Telephone: +91-022-3976 0000
BANKING CUSTOMER HELPDESK
In the event of any queries / complaints, banking customers can
directly approach the Branch Manager or can call / write to the
Bank using the following contact details:
Call at: Our customer care (PhoneBanking) numbers
18002026161 / 18602676161
In the event of any queries / complaints, banking customers can
directly approach the Branch Manager or can call / write to the
Bank using the following contact details:
Write to:
For Credit Cards:
For Regular Post:
Manager, HDFC Bank Cards Division,PO BOX # 8654
Thiruvanmiyur PO Chennai - 600 041
For Courier:
Manager, HDFC Bank Cards Division,# 8, Lattice Bridge Road,
Thiruvanmiyur,
Chennai - 600 041
For products (other than Credit Cards ) :
HDFC Bank Limited
Empire Plaza I, 1
st
Floor,
LBS Marg, Chandan Nagar,
Vikhroli West, Mumbai - 400 083,
Email: support@hdfcbank.com
HDFC Bank Limited Integrated Annual Report 2021-22 393
Overview
Our
Performance
Our
Strategy
Introduction to
HDFC Bank
How We
Create Value
Responsible
Business
Statutory Reports and
Financial Statements
Contact us online:
Fill up the “Complaint Form” available at the following website
link: https://www.hdfcbank.com/personal/about-us/corporate-
governance/codes-and-policies
For grievances other than shareholder grievances please send
your communication to the following email addresses:
1) Depository Services: dphelp@hdfcbank.com
2) Retail Banking / ATM / Debit Cards / Mutual Fund:
support@hdfcbank.com
3) Loans, Advances / Advance against shares:
loansupport@hdfcbank.com
4) Credit Cards: customerservices.cards@hdfcbank.com
Visit us at https://www.hdfcbank.com/personal/need-help/
customer-care for more information
PLANT LOCATIONS
Being in the banking business, the Bank does not have plants.
However, the Bank has 6,342 branches in 3,188 cities / towns
as on March 31, 2022. The locations of the branches are also
displayed on the Bank’s website.
On behalf of the Board of Directors
Atanu Chakraborty
Part-time Chairman and Independent Director
June 10, 2022
DECLARATION
I conrm that for the year under review, all directors and
senior management have afrmed their adherence to the
provisions of the Code of Conduct of Directors and senior
management personnel.
Sashidhar Jagdishan
Managing Director and CEO
June 10, 2022