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Axis Bank
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Directors Report Year End : Mar '14    « Mar 13
The Board of Directors is pleased to present the Twentieth Annual
 Report of the Bank together with the Audited Statement of Accounts,
 Auditors'' Report and the report on business and operations of the Bank
 for the fnancial year ended 31st March 2014.
 
 FINANCIAL PERFORMANCE
 
 The fnancial highlights for the year under review are presented below:
 
                                              (Rs. in crores)
 
 PARTICULARS                      2013-14       2012-13         GROWTH
 
 Deposits                      280,944.56     252,613.59         11.22%
 Out of which
 
 - Savings Bank Deposits        77,775.94      63,777.73         21.95%
 
 - Current Account Deposits     48,686.40      48,322.10          0.75%
 
 Advances                      230,066.76     196,965.96         16.81%
 
 Out of which
 
 - Retail Advances              74,491.24      53,959.79         38.05%
 
 - Non-retail Advances         155,575.52     143,006.17          8.79%
 
 Total Assets/Liabilities      383,244.89     340,560.66         12.53%
 
 Net Interest Income            11,951.64       9,666.26         23.64%
 
 Other Income                    7,405.22       6,551.11         13.04%
 
 Out of which
 
 -   Trading Proft (1)             695.99         754.60         (7.77%)
 
 -   Fee and other income        6,709.23       5,796.51         15.75%
 
 Operating Expenses
 (excluding depreciation)        7,536.84       6,562.51         14.85%
 
 Proft before Depreciation,
 Provisions and Tax             11,820.02       9,654.86         22.43%
 
 Depreciation                      363.93         351.73          3.47%
 
 Provision for Tax               3,130.96       2,373.26         31.93%
 
 Other Provisions 
 and Write offs                  2,107.46       1,750.44         20.40%
 
 Net Proft                       6,217.67       5,179.43         20.05%
 
 Appropriations:
 
 Transfer to Statutory 
 Reserve                         1,554.42       1,294.86         20.05%
 
 Transfer to Investment 
 Reserve                            50.03          53.46         (6.42%)
 
 Transfer to Capital Reserve        38.87         141.46        (72.52%)
 
 Transfer to Reserve Fund            1.05           2.61        (59.77%)
 
 Proposed Dividend               1,101.12         987.24         11.54%
 
 Surplus carried over 
 to Balance Sheet                3,472.18       2,699.80         28.61%
 
 (1) Excluding Merchant Exchange Proft
 
 KEY PERFORMANCE INDICATORS                    2013-14          2012-13
 
 Interest Income as a 
 percentage of working funds*                     8.78%          8.90%
 
 Non-interest Income as a percentage 
 of working funds*                                2.12%          2.15%
 
 Net Interest Margin                              3.81%          3.53%
 
 Return on Average Net Worth                     18.23%         20.51%
 
 Operating Proft as a percentage 
 of working funds*                                3.28%          3.05%
 
 Return on Average Assets                         1.78%          1.70%
 
 Proft per Employee**                         Rs.15.42 lacs   Rs.14.58
                                                              lacs
 
 Business (Deposits less inter-bank
 deposits   Advances) per employee**          Rs.12.30 crores Rs.12.15 
                                                              crores
 
 Net non-performing assets as a 
 percentage of net customer assets***             0.40%          0.32%
 
 *      Working funds represent average total assets.
 
 ** Productivity ratios are based on average number of employees for the
 year.
 
 *** Customer assets include advances and credit substitutes.
 
 Previous year fgures have been re-grouped wherever necessary.
 
 The Bank continued to deliver a steady growth in both business and
 earnings, in the midst of a moderation in economic growth and
 intensifying competitive fnancial landscape. The Bank reported a net
 proft of Rs.6,217.67 crores for the year ended 31st March 2014,
 registering a growth of 20.05% over the net proft of Rs.5,179.43 crores
 last year. The healthy growth in earnings was a result of robust
 business growth across banking segments indicative of a clear strategic
 focus. During the year, the Basic Earnings Per Share (EPS) was Rs.132.56
 and a Return on Equity (ROE) was 18.23%.
 
 During the year, the Bank''s total income increased by 12.78% to reach
 Rs.38,046.38 crores as compared to Rs.33,733.68 crores last year. Operating
 revenue over the same period increased by 19.36% to Rs.19,356.86 crores
 while operating proft increased by 23.14% to Rs.11,456.09 crores. The
 growth in earnings was mainly due to a strong growth in net interest
 income (NII). During the year, NII increased by 23.64% to Rs.11,951.64
 crores from Rs.9,666.26 crores last year and constituting 61.74% of the
 operating revenue.  Fee, trading and other income increased by 13.04%
 to Rs.7,405.22 crores from Rs.6,551.11 crores last year.
 
 The operating expenses grew at a slower pace by 14.27% to Rs.7,900.77
 crores from Rs.6,914.24 crores last year.
 
 During the year under review, the growth in NII was attributable to an
 expansion in the balance sheet size, healthy growth in low-cost Current
 Account and Savings Bank (CASA) deposits and continued focus on
 increasing retail term deposits. During 2013-14, the total earning
 assets on a daily average basis increased by 14.63% to Rs.313,775 crores,
 compared to Rs.273,738 crores last year. The cost of funds improved over
 the year to 6.24% from 6.55% last year due to a combination of various
 factors. The healthy growth in low-cost CASA deposits, which on a daily
 average basis, increased to Rs.93,506 crores from Rs.80,941 crores,
 comprised 38.89% of total deposits compared to 36.28% in the previous
 year. Secondly, the increase in the share of retail term deposits at
 54.53% of total term deposits, compared to 43.67% last year, enabled
 the Bank to contain its cost of funds apart from providing a stable
 funding base in the midst of signifcant volatility in interest rates
 witnessed mainly during the second quarter of the year. The raising of
 equity capital in the fourth quarter of the last fnancial year also
 contributed to the lowering of the cost of funds. During the year, the
 cost of deposits decreased to 6.43% from 6.73% last year primarily due
 to decrease in cost of term deposits by 27 basis points (from 9.10% to
 8.83%). During the same period, the yield on earning assets decreased
 by 16 basis points to 9.59% from 9.75% last year.
 
 Other income comprising fees, trading proft and miscellaneous income
 increased by 13.04% to Rs.7,405.22 crores in 2013-14 from Rs.6,551.11
 crores last year and constituted 38.26% of the operating revenue of the
 Bank. Fee income increased by 8.41% to Rs.5,985.45 crores from Rs.5,520.93
 crores last year and remains very well diversifed with 32% from retail
 banking, 30% from corporate banking and balance contributed by
 treasury, business banking, SME and agriculture segments. The main
 sources of fee income are client-based merchant foreign exchange trade,
 service charges on liability accounts, transaction banking (including
 cash management services), syndication and placement fees, processing
 fees from loans and commission on non-funded products (such as letters
 of credit and bank guarantees) and fee income from the distribution of
 third-party investment products. Fee income though has moderated
 slightly but continues to remain a signifcant part of the earnings and
 constituted 30.92% of the operating revenue of the Bank. A key factor
 for the muted growth in fee income has been slowdown in corporate
 banking fees which has been impacted by the economic slowdown resulting
 in lower corporate credit demand and lack of fresh new investments and
 projects being undertaken. During the year, proprietary trading profts
 decreased by 7.77% to Rs.695.99 crores from Rs.754.60 crores last year.
 Miscellaneous income increased to Rs.723.79 crores from Rs.275.58 crores
 last year.
 
 During the year, the operating revenue of the Bank increased by 19.36%
 to Rs.19,356.86 crores from Rs.16,217.37 crores last year. The core income
 streams (NII, fee and miscellaneous income) now constitute 96.40% of
 the operating revenue, refecting the sustainability of the Bank''s
 earnings. The Bank continued to focus on business process
 re-engineering to reduce transaction costs besides ensuring smoothness
 in operations and increasing productivity. As a result, the operating
 expenses increased at a slower pace by 14.27% to Rs.7,900.77 crores from
 Rs.6,914.24 crores last year. The increase in operating expenses was
 largely due to the growth of the Bank''s network and other
 infrastructure required for supporting the existing and new businesses.
 The Cost to Income ratio of the Bank was 40.82% compared to 42.63% last
 year.
 
 The operating proft of the Bank increased 23.14% to Rs.11,456.09 crores
 during the year, compared to Rs.9,303.13 crores last year.  During this
 period, the Bank created total provisions (excluding provisions for
 tax) of Rs.2,107.46 crores compared to Rs.1,750.44 crores last year. The
 Bank provided Rs.1,295.98 crores towards non-performing assets compared
 to Rs.1,179.22 crores last year and Rs.290.23 crores towards provision for
 standard assets compared to Rs.196.68 crores last year. The Bank also
 provided Rs.194.76 crores compared to Rs.103.95 crores last year against
 restructured assets. The Bank has also created a contingent provision
 of Rs.405.00 crores against advances and other exposures as a prudent
 measure. As on 31st March 2014, the Bank had outstanding contingent
 provision of Rs.780.00 crores. During 2013-14, the Bank restructured
 loans of Rs.3,456.95 crores. The ratio of Gross NPAs to gross customer
 assets was 1.22% compared to 1.06% last year and Net NPA ratio (Net
 NPAs as percentage of net customer assets) was 0.40% compared to 0.32%
 last year. With higher levels of provisions built over and above
 regulatory norms during the year, the Bank''s provision coverage stood
 at 78.10% after considering prudential write- offs.
 
 The various fnancial parameters and ratios continue to remain healthy.
 Basic Earnings Per Share (EPS) was Rs.132.56 compared to Rs.119.67 last
 year, while the
 
 Diluted Earnings Per Share was Rs.132.23 compared to Rs.118.85 last year.
 Return on Equity (RoE) was 18.23% compared to 20.51% last year and Book
 Value Per Share increased from Rs.707.50 to Rs.813.47. Return on Assets
 (RoA) was 1.78% compared to 1.70% last year. The Net Interest Margin
 (NIM) for the year was 3.81% compared to 3.53% last year.
 
 The Bank has continued to focus on the quality of growth and displayed
 healthy growth in key balance sheet parameters for the year ended 31st
 March 2014. The total assets increased by 12.53% to Rs.383,245 crores on
 31st March 2014 from Rs.340,561 crores on 31st March 2013. The total
 deposits of the Bank increased by 11.22% to Rs.280,945 crores against
 Rs.252,614 crores last year.  Savings Bank deposits increased by 21.95%
 to Rs.77,776 crores, while Current Account deposits increased by 0.75% to
 Rs.48,686 crores. Low-cost CASA deposits increased by 12.81% to Rs.126,462
 crores as on 31st March 2014 compared to Rs.112,100 crores last year. As
 on 31st March 2014, CASA deposits constituted 45.01% of total deposits
 as compared to 44.38% last year. On a daily average basis, Savings Bank
 deposits increased by 19.11% to Rs.62,225 crores, while Current Account
 deposits increased by 9.00% to Rs.31,281 crores. The percentage share of
 CASA in total deposits, on a daily average basis, improved to 38.89%
 from 36.28% last year. The Bank''s endeavour over the last few years has
 been to diversify its term deposit mix in favour of retail deposits. As
 on 31st March 2014, the retail term deposits grew 37.29% and stood at
 Rs.84,233 crores, constituting 54.53% of the total term deposits compared
 to 43.67% last year. As on 31st March 2014, domestic retail term
 deposits grew 36.46% YoY and stood at Rs.83,010 crores, constituting
 58.97% of the total domestic term deposits compared to 47.93% last
 year.  However, excluding the FCNR(B) deposits raised to avail the
 concessional swap facility provided by RBI, domestic retail term
 deposits grew 20.87%, constituting 56.01% of domestic term deposits.
 During the year, the Bank mobilised foreign currency funds amounting to
 ~ USD 1.8 billion, including funds raised under the FCNR (B) deposit
 scheme, to avail the concessional swap facility provided by RBI. As on
 31st March 2014, CASA and retail Term Deposits constituted 75% of total
 deposits. The domestic CASA and Retail Term Deposits constituted 78.36%
 of total domestic deposits.
 
 The slowdown in economic growth was refected in the slower loan growth
 of corporate loans. Total advances of the Bank as on 31st March 2014,
 increased by 16.81% to Rs.230,067 crores from Rs.196,966 crores as on 31st
 March 2013 primarily driven by retail and SME segments. Corporate
 advances (comprising large, infrastructure and mid-corporate accounts)
 increased by 4.07% to Rs.102,238 crores, SME loans increased by 18.65% to
 Rs.35,502 crores, retail loans increased by 38.05% to Rs.74,491 crores and
 agricultural loans (including micro fnance) increased by 20.14% to
 Rs.17,836 crores. Excluding the effect of retail lending undertaken
 against FCNR(B) deposits raised under RBI''s special window, the growth
 in retail loans would have been 31.18% and comprised 31.27% of total
 loans compared to 27.40% last year. The retail loan portfolio continues
 to be focused on secured products, predominantly mortgages. However,
 the strategic intent as indicated in the previous year to further
 diversify into multi-product portfolio continued during the current
 fnancial year. Secured loans accounted for 87% of the total retail
 loans. The total investments of the Bank decreased by 0.17% to Rs.113,548
 crores and investments in Government and approved securities, held
 mainly for SLR requirement, decreased by 4.02% to Rs.69,600 crores. Other
 investments, including corporate debt securities, increased by 6.62% to
 Rs.43,948 crores. As on 31st March 2014, the total assets of the Bank''s
 overseas branches stood at Rs.43,130 crores, constituting 11.25% of the
 Bank''s total assets.
 
 As one of the key drivers of business growth and customer-acquisition,
 the Bank continued to enlarge its distribution network.  Widening
 geographical reach is seen to be critical for tapping growth
 opportunities in newer markets, especially low- cost CASA deposits,
 lending to retail, agriculture and SME segments and the distribution of
 third-party products. During the year under review, the Bank added 455
 new branches, taking the total number of branches and extension
 counters (ECs) to 2,402, of which 1,254 branches/ECs are in semi-urban
 and rural areas and 1,148 branches in metropolitan and urban areas. As
 on 31st March 2014, the Bank has 438 branches in rural unbanked areas.
 The Bank also increased its ATM network to 12,922, as compared to
 11,245 ATMs last year. The overseas operations of the Bank are spread
 over its seven international offces with branches at Singapore, Hong
 Kong, DIFC (Dubai International Financial Centre), Colombo and Shanghai
 and representative offces at Dubai and Abu Dhabi. During the year, the
 Bank has upgraded its representative offce in Shanghai, China to a
 branch to become the frst Indian private sector bank to set up a branch
 in China.  During the year, the Bank''s overseas subsidiary namely Axis
 Bank UK Ltd. commenced banking operations. The international operations
 of the Bank have generally catered to the needs of Indian corporates
 who have expanded their businesses overseas and have focused on
 corporate lending, trade fnance, syndication, investment banking and
 liability businesses.
 
 CAPITAL & RESERVES
 
 In terms of RBI guidelines, banks are required to compute and disclose
 capital adequacy ratios under Basel III capital regulations from the
 quarter ended 30th June 2013. The Bank is well capitalised with an
 overall Capital Adequacy Ratio (CAR) computed under Basel III norms as
 on 31st March 2014 of 16.07%, well above the benchmark requirement of
 9% stipulated by Reserve Bank of India (RBI). Of this, the Common
 Equity Tier I CAR was 12.62% (against minimum regulatory requirement of
 5%) and Tier I CAR was 12.62% (against minimum regulatory requirement
 of 6.5%). The capital adequacy ratio of the Bank computed under Basel
 II norms as on 31st March 2013 was 17.00% with Tier I CAR of 12.23% and
 Tier II CAR of 4.77%.
 
 During the year, 1,890,085 equity shares were allotted to employees of
 the Bank/subsidiary companies pursuant to the exercising of options
 under the Employee Stock Option Scheme. The paid-up capital of the Bank
 has risen to Rs.469.84 crores, as compared to Rs.467.95 crores last year.
 The shareholding pattern of the Bank as of 31st March 2014 was as
 under:
 
 Sr. 
 No.   Name of Shareholders                   % of Paid-up Capital
 
 i.    Administrator of the Specifed 
       Undertaking of the Unit 
       Trust of India (SUUTI)                            11.70
 
 ii.   Life Insurance Corporation of
       India (LIC) & its group entities (1)              13.72
 
 iii.  General Insurance Corporation
       and four PSU insurance companies                   4.22
 
 iv.   Overseas investors (including
       FIIs/OCBs/NRIs)                                   49.13
 
 v.    Foreign Direct Investment (GDR issue)              3.26
 
 vi.   Other Indian fnancial institutions/
       mutual funds/banks                                 5.37
 
 vii.  Others                                            12.60
 
       Total                                            100.00
 
 (1) Includes 63,978,711 equity shares, equivalent to 13.62% of the
 total paid-up capital of the Bank, held by LIC.
 
 The Bank''s shares are listed on the NSE and the BSE. The GDRs issued by
 the Bank are listed on the London Stock Exchange (LSE). The Bonds
 issued by the Bank under the MTN programme are listed on the Singapore
 Stock Exchange. The listing fees relating to all stock exchanges for
 the current year have been paid.
 
 Sub-Division of the Bank''s Equity Shares
 
 In order to make equity shares of the Bank affordable for small retail
 investors, the Board of Directors has considered and approved the
 sub-division of one equity share of the Bank having a face value of Rs.10
 each into fve equity shares of face value of Rs.2 each. The sub-division
 of shares is subject to approval of the shareholders and any other
 statutory and regulatory approvals, as applicable.
 
 DIVIDEND
 
 The Bank''s Diluted Earnings Per Share (EPS) for 2013-14 has risen to
 Rs.132.23 from Rs.118.85 last year. In view of the overall performance of
 the Bank and the objective of rewarding shareholders with cash
 dividends while retaining capital to maintain a healthy capital
 adequacy ratio to support future growth, the Board of Directors has
 recommended a higher dividend of Rs.20.00 per equity share, compared to
 Rs.18.00 per equity share declared last year. This dividend shall be
 subject to tax on dividend to be paid by the Bank. This increase
 refects our confdence in the Bank''s ability to consistently grow
 earnings over time.
 
 BOARD OF DIRECTORS
 
 During the year, some changes in the composition of the Board of
 Directors have taken place. Shri A. K. Dasgupta, nominee of Life
 Insurance Corporation of India (LIC), resigned as Director with effect
 from 4th June 2013 consequent upon his appointment as Insurance
 Ombudsman at Mumbai. Smt. Usha Sangwan was nominated by LIC as its
 nominee Director in place of Shri A. K. Dasgupta and was, accordingly,
 appointed as an Additional Director of the Bank with effect from 17th
 October 2013.  The Board places on record its appreciation for the
 valuable services rendered by Shri A. K. Dasgupta during his tenure as
 Director of the Bank.
 
 In order to comply with the provisions of the Companies Act, 2013, Shri
 K. N. Prithviraj and Shri V. Srinivasan are being considered for
 retiring by rotation at the Twentieth Annual General Meeting and, being
 eligible, offer themselves for re-appointment as Directors of the Bank.
 
 SUBSIDIARIES
 
 As on 31st March 2014, the Bank has eight subsidiaries: Axis Capital
 Ltd., Axis Securities Ltd., Axis Finance Ltd., Axis Private Equity
 Ltd., Axis Trustee Services Ltd., Axis Asset Management Company Ltd.,
 Axis Mutual Fund Trustee Ltd. and Axis Bank UK Ltd.
 
 Axis Capital Ltd. provides services relating to investment banking,
 equity capital markets, institutional stock broking, mergers and
 acquisition advisory etc. During the year, the business of marketing of
 credit cards and retail asset products and the business of retail
 broking services undertaken by Axis Capital Ltd. were demerged into
 Axis Securities Ltd., a wholly-owned subsidiary of Axis Capital Ltd.
 Subsequently, during the year, the Bank also acquired the remaining
 stake of Axis Capital Ltd. in Axis Securities Ltd. and consequently
 Axis Securities Ltd. has become a wholly-owned subsidiary of the Bank.
 Axis Securities Ltd. is primarily in the business of marketing of
 credit cards and retail asset products and also provides retail broking
 services. Axis Finance Ltd., is an NBFC and carries on the activities
 of loan against shares, margin funding, IPO fnancing etc. Axis Private
 Equity Ltd.  primarily carries on the activities of managing equity
 investments and provides venture capital support to businesses. Axis
 Trustee Services Ltd. is engaged in trusteeship activities, acting as
 debenture trustee and as trustee to various securitisation trusts. Axis
 Asset Management Company Ltd. undertakes the activities of managing the
 mutual fund business. Axis Mutual Fund Trustee Ltd. acts as the trustee
 for the mutual fund business. Axis Bank UK Ltd. commenced banking
 operations during the year after receipt of approval from the Financial
 Services Authority on 19th April 2013.
 
 In terms of the General Circular No. 2/2011 dated 8th February 2011
 issued by the Ministry of Corporate Affairs, Government of India, the
 copies of Directors'' Reports, Auditors'' Reports and the fnancial
 statements of the eight subsidiaries have not been attached to the
 accounts of the Bank for the fnancial year ended 31st March 2014. Any
 shareholder who may be interested in obtaining a copy of the aforesaid
 documents may write to the Company Secretary at the Registered Offce of
 the Bank. These documents will also be available for examination by
 shareholders of the Bank at its Registered Offce. The documents related
 to individual subsidiaries will similarly be available for examination
 at the respective registered offces of the companies. In line with the
 Accounting Standard 21 (AS-21) issued by the Institute of Chartered
 Accountants of India, the consolidated fnancial results of the Bank
 along with its subsidiaries for the year ended 31st March 2014 are
 enclosed as an Annexure to this report.
 
 EMPLOYEE STOCK OPTION PLAN (ESOP)
 
 The Bank has instituted an Employee Stock Option Scheme. The objective
 of the Scheme is to enhance employee motivation, enable employees to
 participate, whether directly or indirectly, in the long-term growth
 and fnancial success of the Bank, to act as a retention mechanism by
 enabling employee participation in the business as an active
 stakeholder to usher in an ''owner- manager'' culture. Under the Scheme
 48,017,400 options can be granted to the employees of the Bank and its
 subsidiaries including Whole-time Directors. The employee stock option
 scheme is in accordance with the Securities and Exchange Board of India
 (Employee Stock Option and Employee Stock Purchase Scheme) Guidelines,
 1999. The eligibility and number of options to be granted to an
 employee is determined on the basis of the employee''s work performance
 and is approved by the Board of Directors.
 
 Over the period February 2001 to July 2013, the Bank''s shareholders
 approved plans for the issuance of stock options to employees on six
 occasions. Under the frst two plans and upto the grant made on 29th
 April 2004, the option conversion price was set at the average daily
 high-low price of the Bank''s equity shares traded during the 52 weeks
 preceding the date of grant at the Stock Exchange which has had the
 maximum trading volume of the Bank''s equity share during that period.
 Under the third plan and with effect from the grant made by the Bank on
 10th June 2005, the pricing formula has been changed to the closing
 price on the day previous to the grant date. The HR and Remuneration
 Committee and the erstwhile Remuneration and Nomination Committee
 granted options under these plans on thirteen occasions: 1,118,925
 during 2000-01, 1,779,700 during 2001-02, 2,774,450 during 2003-04,
 3,809,830 during 2004-05, 5,708,240 during 2005-06, 4,695,860 during
 2006- 07, 6,729,340 during 2007-08, 2,677,355 during 2008-09, 4,413,990
 during 2009-10, 2,915,200 during 2010-11, 3,268,700 during 2011-12,
 2,516,000 during 2012-13 and 2,003,000 during 2013-14. The options
 granted, which are non-transferable, vest at rates of 30%, 30% and 40%
 on each of three successive anniversaries following the grant, subject
 to standard vesting conditions, and must be exercised within three
 years of the date of vesting. As of 31st March 2014, 29,080,743 options
 had been exercised and 10,845,556 options were in force.
 
 Other statutory disclosures as required by the SEBI guidelines on ESOPs
 are given in the Annexure to this report.
 
 CORPORATE GOVERNANCE
 
 The Bank is committed to achieve the highest standards of corporate
 governance, and it aspires to benchmark itself with international best
 practices in this regard. The corporate governance practices followed
 by the Bank are enclosed as an Annexure to this report. The Ministry of
 Corporate Affairs had issued Corporate Governance Voluntary Guidelines
 2009. The Corporate Governance framework of the Bank incorporates
 majority of the recommendations contained in the above guidelines.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Board of Directors hereby declares and confrms that:
 
 l The applicable accounting standards have been followed in the
 preparation of the annual accounts and proper explanations have been
 furnished, relating to material departures.
 
 l Accounting policies have been selected and applied consistently and
 reasonably, and prudent judgments and estimates have been made so as to
 give a true and fair view of the state of affairs of the Bank and of
 the Proft and Loss of the Bank for the fnancial year ended 31st March
 2014.
 
 - Proper and suffcient care has been taken for the maintenance of
 adequate accounting records, in accordance with the provisions of the
 Companies (Amendment) Act, 2000, for safeguarding the assets of the
 Bank, and for preventing and detecting fraud and other irregularities.
 
 l The annual accounts have been prepared on a going concern basis.
 
 l The Bank has in place a system to ensure compliance of all laws
 applicable to the Bank.
 
 STATUTORY DISCLOSURE
 
 Considering the nature of activities of the Bank, the provisions of
 Section 217(1)(e) of the Companies Act, 1956 relating to conservation
 of energy and technology absorption do not apply to the Bank. The Bank
 is, however, constantly pursuing its goal of technological upgradation
 in a cost-effective manner for delivering quality customer service.
 
 The statement containing particulars of employees as required under
 Section 217(2A) of the Companies Act, 1956 and the rules hereunder is
 given in an Annexure appended hereto and forms part of this report. In
 terms of Section 219(1)(iv) of the Act, the Report and Accounts are
 being sent to the shareholders excluding the aforesaid Annexure. Any
 shareholder interested in obtaining a copy of the Annexure may write to
 the Company Secretary at the Registered Offce of the Bank.
 
 BUSINESS RESPONSIBILITY REPORT
 
 The Securities and Exchange Board of India (SEBI) through its circular
 CIR/CFD/DIL/8/2012 dated 13th August 2012 has mandated the inclusion of
 Business Responsibility (BR) Report as part of the Annual Report for
 top 100 listed entities based on market capitalisation at Bombay Stock
 Exchange (BSE) and National Stock Exchange (NSE) as on 31st March 2012.
 The Bank''s Business Responsibility Report has been hosted on the Bank''s
 website, www.axisbank.com. Any shareholder interested in obtaining a
 physical copy of the same may write to the Company Secretary at the
 Registered Offce of the Bank.
 
 AUDITORS
 
 M/s Deloitte Haskins & Sells, Chartered Accountants, had been appointed
 by the shareholders at the Nineteenth Annual General Meeting as
 Statutory Auditors of the Bank for the year 2013-14 and will be
 retiring at the conclusion of the forthcoming Annual General Meeting.
 Deloitte Haskins & Sells have been the Statutory Auditors of the Bank
 since 2010-11. As per the regulations of Reserve Bank of India, the
 same auditors cannot be re-appointed for a period beyond 4 years. It
 is, accordingly, proposed to appoint M/s S. R. Batliboi & Co. LLP,
 Chartered Accountants, as the Bank''s new Statutory Auditors subject to
 the approval by the shareholders. The shareholders are requested to
 consider their appointment on the remuneration to be decided by the
 Audit Committee of the Board. The Board of Directors places on record
 their appreciation of the professional services rendered by Deloitte
 Haskins & Sells, as the Statutory Auditors of the Bank.
 
 ACKNOWLEDGEMENTS
 
 The Board of Directors places on record its gratitude to the Reserve
 Bank of India, other government and regulatory authorities, fnancial
 institutions and correspondent banks for their strong support and
 guidance. The Board acknowledges the support of the shareholders and
 also places on record its sincere thanks to its valued clients and
 customers for their continued patronage.  The Board also expresses its
 deep sense of appreciation to all employees of the Bank for their
 strong work ethic, excellent performance, professionalism, teamwork,
 commitment and initiative, which has led to the Bank making commendable
 progress in today''s challenging environment.
 
                       For and on behalf of the Board of Directors
 
                 K. N. Prithviraj              Shikha Sharma
 
                 Director                      Managing Director & CEO
 
                 Somnath Sengupta              V. Srinivasan
 
 Place : Mumbai  Executive Director            Executive Director
 
 Date : 26th 
 April 2014      & Head (Corporate Centre)     & Head (Corporate Banking)
Source : Dion Global Solutions Limited
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