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Kotak Mahindra Bank

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Directors Report Year End : Mar '17    Mar 16

To the Members of

KOTAK MAHINDRA BANK LIMITED

The Directors present their Thirty-second Annual Report together with the audited accounts of your Bank for the year ended 31st March 2017. FINANCIAL HIGHLIGHTS

(A) Kotak Mahindra Bank Limited - Consolidated financial highlights:

31st March 2017 Rs, crore

31st March 2016 Rs, crore

Total income

33,983.77

28,032.36

Total expenditure, excluding provisions and contingencies

25,702.92

22,017.06

Operating Profit

8,280.85

6,015.30

Provisions and contingencies, excluding provision for tax

948.92

991.56

Profit before tax

7,331.93

5,023.74

Provision for taxes

2,382.85

1,592.62

Profit after tax

4,949.08

3,431.12

Less: Share of minority interest

78.83

65.19

Add: Share in profit of Associates

70.18

92.92

Consolidated profit for the Group

4,940.43

3,458.85

Earnings per Equity Share:

Basic (Rs,)

26.89

18.91

Diluted (Rs,)

26.86

18.87

(B) Kotak Mahindra Bank Limited - Standalone financial highlights:

31st March 2017 Rs, crore

31st March 2016 Rs, crore

Total Income

21,176.09

18,996.42

Total expenditure, excluding provisions and contingencies

15,191.28

14,955.33

Operating Profit

5,984.81

4,041.09

Provisions and contingencies, excluding tax provisions

836.74

917.37

Profit before tax

5,148.07

3,123.72

Provision for taxes

1,736.57

1,033.94

Profit after tax

3,411.50

2,089.78

Add: Surplus brought forward from the previous year

8,214.12

5,095.26

Add: Net Additions on Amalgamation

-

1,674.71

Amount available for appropriation

11,625.62

8,859.75

Appropriations:

Statutory Reserve under Section 17 of the Banking Regulation Act, 1949

852.88

522.45

General Reserve

-

-

Transfer to / (from) Investment Reserve Account

(48.49)

(41.52)

Transfer to Capital Reserve

10.55

9.17

Transfer to Special Reserve

55.00

45.00

Dividend / Proposed Dividend

0.071

91.84

Corporate Dividend Tax

(0.68)*

18.69

Surplus carried to Balance Sheet

10,756.29

8,214.12

DIVIDEND

Your Directors are pleased to recommend a dividend of '' 0.60 per equity share (previous year ''0.50 per equity share) for the year ended 31st March 2017. This would entail a payout of Rs,132.94 crore including dividend distribution tax (previous year Rs, 110.53 crore) based on the number of shares as at 31st March 2017. The dividend would be paid to all the shareholders, whose names appear on the Register of Members/Beneficial Holders list on the Book Closure date.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Bank have adopted a Dividend Distribution Policy which is in line with the parameters prescribed by SEBI for distribution of dividend. The Policy is available on the Banks website viz. URL:http://ir. kotak.com/governance/policies.html

CAPITAL

During the year, your Bank has allotted 50,89,746 equity shares arising out of the exercise of Employees Stock Options granted to the employees and whole-time directors of your Bank and its subsidiaries and 14,25,313 equity shares arising out of the exercise of Employee Stock Options under the adopted ESOP Schemes of the erstwhile ING Vysya Bank Ltd. (eIVBL). Further, in November 2016, your Bank allotted 660 equity shares in lieu of the rights entitlement held in abeyance by eIVBL and bonus entitlement thereon.

Post allotment of equity shares as aforesaid, the issued, subscribed and paid-up share capital of the Bank stands at Rs, 9,20,44,89,385 comprising of 1,840,897,877 equity shares of Rs, 5 each as on 31st March 2017.

Your Bank has a Capital Adequacy Ratio (''CAR'') under Basel III as at 31st March 2017 of 16.77% with Tier I being 15.90%.

During the year, your Bank has not issued any capital under Tier II. As on 31st March 2017, outstanding Unsecured, Redeemable Non-Convertible, Subordinated Debt Bonds were Rs, 858.80 crore and outstanding Unsecured, Non-Convertible, Redeemable Debt Capital Instruments Upper Tier II stood at Rs,348.28 crore.

Pursuant to the approval of the Board of Directors on 30th March 2017 and approval of the shareholders on 9th May 2017, your Bank undertook a Qualified Institutions Placement of up to 6.2 crore equity shares of Rs, 5 each of the Bank at an issue price of Rs, 936 per equity share which received an overwhelming response. Allotment of the equity shares pursuant to the issue is pending and are proposed to be allotted on 18th May 2017.

OPERATIONS Consumer Banking

The Consumer Banking business of your Bank, services a wide spectrum of customers including domestic individual and households, non-residents, small and medium business segments for a range of products from basic savings & checking accounts to term deposits, credit cards, unsecured and secured loans, working capital and distribution of investment products.

Your Bank completed integration of branches and technology of the merged network of the erstwhile ING Vysya Bank during the course of the year. This has enabled your Bank a wider foot print coupled with the Digital push. Bank has engaged in a calibrated network expansion and as of 31st March 2017 had 1369 branches and 2163 ATMs, covering 689 locations. Of the 36 new branches commissioned this year, 12 were in rural and semi-urban locations. It added about 13.99 lac new customers this year across core banking products of savings and checking accounts, term deposits, overdrafts and non-resident accounts.

Your Bank rolled out several initiatives aimed at offering a superior and differentiated customer experience. Some key ones are:

Products and Services

- Enhanced its suite of products positioned at customer clusters and launched a new offer, Flexi-Balance - a Current Account proposition tailored exclusively for SMEs having common/same family promoters. The proposition gives the benefit of pooling in balances across related SMEs without each SME needing to maintain independent balance in each of the Current Accounts.

- Overall strategy of segmented approach continues to yield benefits. The segmented Savings programs like Silk and Junior continue to show significant growth Y-o-Y.

- Launched a new program, MY FAMILY, focused on acquiring banking relationship of the whole family by giving proposition to pool the balances across multiple savings accounts and get additional benefits. The Investment led Savings Account - Alpha was re-launched in the last quarter on this fiscal based on customer and channel feedback.

- Instituted Customer life cycle management programs, targeting key journeys of the customer. The New to Bank Customer life cycle management program was launched to ensure a smooth and seamless on-boarding of new customers. The other significant journey that was launched was Inactive / Dormant life cycle to manage attrition of the customers.

Business Lines

a) Non Resident Indian Business

Some of the key initiatives taken this year are:

- Extended C2R money transfer mode for UAE. NRI clients can now use this medium to transfer money from UAE to their Kotak Bank account in India.

- Further expanded the network of exchange house relationships and the count now stands at 35, covering the following countries -Australia, Canada, GCC, Hong Kong, Malaysia, New Zealand, Singapore, UK and USA.

- Participated in various international business forums organized by the Indian community in various countries, as a platform to reach out to the overseas Indian community,

- Signed MoU with Ecobank, Nigeria for mutual customer referrals. Ecobank is a leading pan-African bank with operations in 36 countries across the continent.

b) Priority Banking Business

A new tier - Maxima was launched across semi urban and rural branches to cater to the aspiring and affluent segment in these locations. A Privy League branded variant of the Delight credit card with exclusive benefits, was also launched for the Privy League Prima customers.

c) Corporate Salary Business

Corporate salary business introduced a niche team of Premier Acquisition Managers to tap the every growing boutique and niche smaller firms in finance; technology and start-up segment. With this initiative, the corporate salary business on-boarded over 35 large niche corporates this year.

d) Consumer Assets

Your Bank has continued to grow the product lines under the Consumer Assets business.

Credit Card: Credit card business has issued 9.03 lac cards by March 2017 and is in its eighth year of operations. The credit card business has clocked total spends of Rs,6,696 crore for the year at 47.3% growth Y-o-Y with a book size of Rs,1459 crore.

Home Finance: As on 31st March 2017, Home Loan disbursement volumes were up 20% Y-o-Y while book growth was at 12% Y-o-Y. The Non Individual LAP book growth was 14% while disbursement volumes in LAP were up 18% Y-o-Y. Your Bank has expanded its home finance business further in Tier II cities.

Cross Sell through Bank Branches, Corporate Salary, Priority Channel, and Wealth Teams contributed to around 44% of total volume.

This year also witnessed very low losses on account of effective recovery and collection processes and policies adopted.

Commercial Banking

The Commercial Banking business focuses on meeting the banking and financial needs of various segments. It partners Small and Medium Enterprises (SMEs) across the country and provides financing in the manufacturing, trading and service industry. The business has specialized units which offer financial solutions in the areas of commercial vehicles, construction equipment, tractor, gold loans and agriculture business. It services the priority sector by providing finance for tractor, crop loans, small enterprises and allied agricultural activities. The business plays a significant role in meeting financial inclusion goals and financing deep into Rs,Bharat'' through an expanding network of branches and associates.

Following the merger with the erstwhile ING Vysya Bank Ltd., the SME/Business Banking portfolio was consolidated during the year, which has resulted in creating efficiency and a wider customer base. While the stress levels in the sector went up in the first half, they have stabilized considerably in the second half.

The Commercial Vehicle (CV), Construction Equipment (CE) and Tractor Finance businesses reported significant growth and gained market share in their respective businesses. The demand for commercial vehicles was primarily led by replacement and regulatory changes such as revised body specifications and transition from BSIII to BSIV. Further, Government spending in the infrastructure sector has led to a strong demand in the CE industry. The growth in the tractor finance portfolio was driven by higher tractor sales following a good monsoon. The overall delinquency percentage of the CV, CE and tractor finance portfolios has reduced.

The Agriculture Financing business continued its focus on the agriculture value chain funding for various agro processing activities. It has registered growth despite volatility and uncertainty in the commodities market. Further, the Bank has expanded its crop loan business, so far concentrated in Punjab and Haryana, to Western and Central India.

Wholesale Banking

The Wholesale Banking business caters to the diverse needs of a wide range of corporate customer segments including major Indian corporate, conglomerates, financial institutions, public sector undertakings, multinational companies, mid-market companies and realty businesses. The business offers a comprehensive portfolio of products and services to these customers including working capital finance, medium term finance, trade finance, foreign exchange services, other transaction banking services, custody services, debt capital markets and treasury services.

Having completed the integration of the erstwhile ING Vysya Bank last year, the Wholesale Banking division has been focused on maximizing the benefits of this transaction through higher growth in a profitable manner.

Given the slow credit off-take in the economy during the year, the Wholesale Banking Business has targeted growth through growth of market share and this has been achieved through higher customer acquisition, improved customer service and product innovations.

Some of the key initiatives to serve customers better are:

- Continue to have equally high focus on adding new customers as increasing its wallet share with the existing customers. The year saw a healthy addition of New-to-Bank customers across customer segments, which in turn sets a strong foundation for future growth in the business.

- Set up a dedicated Service Solutions vertical to ensure faster customer response and improve customer experience. This vertical is the single point of contact for all service related and documentation issues with personnel present across the country. Focus on this area has helped your Bank significantly improve its Turn-Around-Time (TAT) across various processes including account opening and disbursals. Ongoing initiatives such as digitization and Tablet Banking will help reduce TAT further in the coming year,

- Focus on improving its suite of product offerings. During the year, the Wholesale Banking business launched a number of new innovative state of the art, best in class product solutions sets. The Bank witnessed significant addition of assets through higher focus on products such as LCBDs (discounting of Letters of Credit), Factoring, external benchmarked linked loans and discounting of long term lease rentals (LRDs). Your Bank has set up its GIFT City branch this year which has helped it to participate in syndication of overseas loans.

Your Bank has continued to work on ensuring a healthy portfolio through a volatile economic environment and has kept a tight control on asset slippages. This has been achieved through a proactive rebalancing of the portfolio to reflect economic situations and reduction in exposure to situations with heightened risk. Your Bank''s focus on risk management has helped the business reduce its risk weighted assets (RWA) over the past few years despite an increase in its exposure. Bank has also put in place a pricing mechanism based on the Risk Adjusted Return on Capital (RaRoC) model which has helped to optimize pricing and better utilize capital. Coupled with the reduction in RWA, the business has achieved a significant improvement in its return on equity.

It has an integrated Corporate and Investment Banking (CIB) coverage model for some of the top conglomerates and large corporate. The year saw a stabilization of the CIB model with the Bank being able to significantly increase its banking wallet share and also increase its investment banking business with these large corporate. As a testimony to your Bank''s efforts in this area, Asia money has awarded your Bank the Best Corporate and Investment Bank in 2017 in India.

It has continued to focus on institutionalizing and improving practices leading to better efficiencies. A number of tools are being put in place to monitor the productivity and efficiency of the sales force. Given high focus in this area, costs have been kept well in control further improving profitability of the business.

The Integrated Global Transaction Banking Services has had a strong year across its large suite of products. Current Account & Savings Account balances saw significant growth through focused marketing efforts and early to launch products such as ASBA. Trade funded book crossed Rs,10,000 crore this year. Bank''s Cash Management System (CMS) has won a number of awards this year including Best Cash Management Bank in India by the Asian Banker. A separate LCBD desk was set up which reduced TAT and helped grow this business significantly.

Digitization and Automation are key pillars of your Bank''s growth strategy and coupled with ease of doing business and improvisations of our internal processes, have led to efficiency improvements apart from improving TAT compared to competition across products & Services. The year saw a number of digital initiatives by the Wholesale Banking division. The response to the Bank''s Liquidity management product, a state-of-the art integrated treasury management solution for corporate has been encouraging. Your Bank also launched All-Pay, a one-stop shop for all payment needs of e-commerce and m-commerce companies. A number of other Digital initiatives including a corporate mobility solution, an online trade portal and an integrated corporate portal are currently under implementation. The business has also demonstrated proof of concept for transactions using the advanced block chain technology and further implementations are in progress.

Asset Reconstruction

The new bankruptcy code was introduced this year by the government to expedite the turnaround of the stressed assets. One needs to wait and watch the evolution of this new legislation.

The Division continued to focus on last mile turn around financing due to cash flow based recoveries possible in such cases.

The Bank is seeing signs of some green shoots in resolutions and turn around in the stress asset space. More opportunities are expected in the coming year and your Bank is well positioned to play a pivotal role in providing financial and other turnaround solutions.

Treasury

Your Bank''s treasury actively contributes to your Bank by way of:

- Proprietary Trading: The various proprietary trading desks actively trade in products such as Fixed Income, Money Markets, Derivatives, Foreign Exchange and Bullion. Primary Dealer Desk - part of the proprietary trading desk, actively participates in the primary auctions of government securities, makes market in government securities and engages in retailing of government securities.

- Customer Transactions:

- Facilitating access to foreign currency markets through cash & derivatives products and providing fine market rates to clients for remittance and trade transactions.

- Client solutions - standardized and structured, pertaining to Debt Capital Markets including Syndication of Loans, Bonds, Mezzanine financing, Promoter funding and acquisition financing and Securitization.

- Balance Sheet Management: The Balance Sheet Management Unit (BMU) ensures maintenance of regulatory reserves and adequate liquidity buffers and also manages the Interest rate risk & Liquidity risk within the Risk appetite of the Bank.

Human Resources

FY 2016-17 has been a year with increased focus on assimilation of integrated employees through improved engagement with the organization.

To ensure a seamless alignment, various initiatives were launched to internalize behavioral parameters, transitioning to the expected behaviors and ownership to the cause at the first line of leadership hierarchy in the organization.

Your Bank enhanced the focus to drive customer experience and service quality with interventions in back office functions. Bank has been focused on improving productivity through process simplification, automation and training. The talent base bank has reached to 33013 employees. A proactive approach has been adopted to bring automation on query management and engagement of employees with the aid of technology to manage the distributed workforce.

With an average age of 33 years Bank continues to attract talent across all its businesses and hierarchy and has put in place various processes and systems to ensure alignment of employee behaviors with the organization''s core values. Pre-trained manpower acquisition channels such as Kotak Sales Officer (KSO) and Junior Sales Officer (JSO) programs have been creating a sustainable workforce pipeline.

To enhance engagement and connect with workforce, a dedicated team was institutionalized to focus on employee connect, engagement and communication. Focus of engagement initiatives was driven from the internal model for improved connect. Bank continues its focus on engagement and retention through initiatives that provide a holistic environment where employees get opportunities to realize their potential. Talent management as an integral part of overall performance management process in the Bank aims to provide long term, sustained and meaningful careers to employees across the organization. ''Pulse'' engagement survey, along with other engagement initiatives, provided insights on distinct employee needs that helped developing appropriate interventions.

Your Bank is committed to developing its capabilities as an organization and as individuals to meet current and future business challenges. In the year 2016-17, it has invested significantly in training and professional development - leveraging the latest technologies to deliver highly impactful and relevant training programs to its employees. These learning initiatives are designed around development of individual and team. Leadership Development Programs focused on developing the leadership capabilities of the senior executives, to help them prepare for future roles in the organization.

With the wave of digital, employee touch points are also digitized with the launch of digital portal for all employee HR touch points. The portal facilitates simplifications, access to information and self-service for employees.

Guided by our value system that motivates our attitudes and action, your Bank is focused on forward looking policies, lean processes and nurturing talent.

Technology

The merger of all technology systems of the erstwhile ING Vysya Bank Ltd. with the Bank''s systems was concluded. With this integration, all staff in the merged entity have a standardized technology environment to work in; from call center telephony to desktops and networks. This has enabled seamless communication and collaboration amongst the Bank''s personnel. The merger and rationalization of four data centers down to two datacenters has resulted in streamlined technology operations with financial gains ensuing from the synergies. The Bank''s customers are all now serviced out of a single set of business applications, ensuring a consistent experience to all customers of the merged entity

Digitization

The introduction of Digital products and services was key a focus throughout the Bank. Some of the highlights being:

- The Bank''s retail customers'' mobile experience was enriched with a full range capabilities from online shopping, restaurant payments, movies ticket booking, and magazine subscriptions.

- Keeping up with the digital infrastructure introduced in the country, the Bank''s customers have been provided with a wide variety of payment mechanisms to choose from, ranging from UPI, Mvisa and Bharat QR code. While the traditional payment methods of NEFT and RTGS continued to see growth, the IMPs payment option, available to the customers 24 hours a day, is a much appreciated feature showing constantly increasing adoption throughout the year,

- The Bank''s (salaried) customers can now avail themselves of a pre-approved Personal Loan on mobile app. A pre-qualified customer can apply for a personal loan while logged into the Mobile app and the disbursed amount is instantly credited to customer''s banking account.

- Leveraging the digital infrastructure provided by the Government of India, the Bank''s Net banking now offers access to customers to a ''DigiLocker''. This is a platform that enables a customer to store and verify personal documents online.

- The culmination of the digital offerings in the year has been the Rs,811'' product on the mobile application. Kotak 811 is a mobile based account opening platform using Aadhaar OTP, where customers can open an account with their Aadhaar details. It enables a new customer to simply download an application on his/her mobile phone, and open an account in less than 5 minutes. Customers can set their PINs for the mobile banking app during the process and they also receive a virtual debit card. A first of its kind in the banking industry, the product has already seen much interest.

- On the lending side, the commercial customers'' experience of applying for a loan was enhanced by equipping the sales and relationship personnel, with mobile and tablet applications to accept loan application details and even make immediate initial loan eligibility information available to the customers.

- The wealth management customers got a new mobile app for quick and easy access to investment information. In the digital arena, the corporate banking business focused on online merchant acquisition capability for their customers.

- An Innovation Hub has been established to incubate ideas and develop proof of concepts in emerging technologies such as Artificial Intelligence and Block chain.

Cyber security

As customers get more knowledgeable about security considerations, they have been empowered to directly control the access to their debit cards. The mobile application and net banking provide functions that enable the customer to turn off his/her debit card when not in use, and turn on the card at the point of usage. Thus putting control, directly in the customers'' hands.

To keep pace with the Bank''s digital initiatives, there is a constant need to raise the bar on information security. Several advanced security monitoring measures that track unrelated transactions and data streams for possible correlation and potential cyber threats were implemented. In accordance with RBI guidelines released in the year, your Bank''s cyber security policies and procedures were enhanced.

SUBSIDIARIES & ASSOCIATES

Your Bank''s subsidiaries are established players in the different areas of financial services, viz. car finance, investment banking, stock broking, asset management and life insurance.

As at 31st March 2017, your Bank has eighteen (18) subsidiaries as listed below:

Domestic Subsidiaries

Kotak Mahindra Prime Limited

Kotak Securities Limited

Kotak Mahindra Capital Company Limited

Kotak Mahindra Old Mutual Life Insurance Limited

Kotak Mahindra Investments Limited

Kotak Mahindra Asset Management Company Limited

Kotak Mahindra Trustee Company Limited

Kotak Investment Advisors Limited

Kotak Mahindra Trusteeship Services Limited

Kotak Infrastructure Debt Fund Limited (formerly known as ''Kotak Forex Brokerage Limited'')

Kotak Mahindra Pension Fund Limited

Kotak Mahindra General Insurance Company Limited

IVY Product Intermediaries Limited

International Subsidiaries

Kotak Mahindra (International) Limited Kotak Mahindra (UK) Limited Kotak Mahindra Inc.

Kotak Mahindra Financial Services Limited

Kotak Mahindra Asset Management (Singapore) Pte. Limited

During the year, Kotak Forex Brokerage Limited changed its name to Kotak Infrastructure Debt Fund Limited, to commence new business activity of an Infrastructure Debt Fund. It has received approval of Reserve Bank of India in April 2017 for commencing the new business.

Your Bank has executed a Share Purchase Agreement in April 2017 for acquisition of the 26% equity stake of Old Mutual plc in Kotak Mahindra Old Mutual Life Insurance Limited (KLI). The transaction is subject to obtaining all necessary regulatory and other approvals. Upon completion of the said acquisition, the Bank along with its subsidiaries will hold 100% beneficial interest in KLI.

The various activities of the subsidiaries and the performance and financial position of the subsidiaries and associates are outlined in the Management Discussion and Analysis section appended to this Report.

The Bank''s Policy for determining material subsidiaries is available on the Bank''s website viz. URL: http://ir.kotak.com/governance/policies.html

As at 31st March 2017, your Bank has following four (4) Associate companies:

ACE Derivatives & Commodity Exchange Limited Infina Finance Private Limited Matrix Business Services India Private Limited Phoenix ARC Private Limited

The Annual Report which consists of the financial statements of your Bank on standalone basis as well as consolidated financial statements of the group for the year ended 31st March 2017, has been sent to all the members of your Bank. Web link of the Annual Report has been sent to all members whose email IDs are registered with the Bank/Depository Participant(s). For members who have not registered their email IDs, physical copies of the Annual Report are sent. It does not contain Annual Reports of your Bank''s subsidiary companies. Your Bank will make available full Annual Report (including the Annual Reports of all subsidiaries) either a hard or soft copy depending upon request by any member of your Bank. These Annual Reports will be available on your Bank''s website viz. URL: http://ir.kotak.com/annual-reports and will also be available for inspection by any member at the Registered Office of your Bank.

EMPLOYEE STOCK OPTION & STOCK APPRECIATION RIGHTS SCHEMES

The stock options and the stock appreciation rights granted to the employees of the Bank and its subsidiaries currently operate under the following Schemes:

- Kotak Mahindra Equity Option Scheme 2007

- Kotak Mahindra Equity Option Scheme 2015

- Kotak Mahindra Bank Ltd. (IVBL) Employees Stock Option Scheme 2007

- Kotak Mahindra Bank Ltd. (IVBL) Employee Stock Option Scheme 2010

- Kotak Mahindra Bank Ltd. (IVBL) Employees Stock Option Scheme 2013

- Kotak Mahindra Stock Appreciation Rights Scheme 2015

The disclosures requirements under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, for the aforesaid ESOP & SARs Schemes, in respect of the year ended 31st March 2017, are disclosed on the Bank''s website viz. URL: http://ir.kotak.com/annual-reports

CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), a separate section entitled ''Report on Corporate Governance'' has been included in this Annual Report. The Report of Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A Business Responsibility Report containing the requisite details under Regulation 34 of the SEBI LODR Regulations is disclosed on the Bank''s website viz. URL: http://ir.kotak.com/annual-reports

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors retiring by rotation

Mr. Mark Newman, retires by rotation as a Director at this Annual General Meeting and is eligible for re-appointment.

Directors appointed during the year

Mr. Uday Khanna (DIN 00079129) was appointed as an Additional Director of the Bank with effect from 16th September 2016. Mr. Khanna who holds office as a Director up to the date of this Annual General Meeting is proposed to be appointed as an Independent Director, not liable to retire by rotation, for a term of 5 years from the date of his appointment i.e. 16 September 2016, under Section 149 of the Companies Act, 2013, at the ensuing Annual General Meeting. In terms of Section 160 of the Companies Act, 2013, your Bank has received notice in writing from a member along with requisite deposit of Rs,1,00,000 proposing candidature of Mr. Khanna for his appointment as an Independent Director of the Bank.

Prof. S. Mahendra Dev (DIN 06519869) was appointed as an Independent Director of the Bank for a term of 5 years up to 14th March 2018. Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Bank, at its meeting held on 15th May 2017 reappointed Prof. Dev as an Independent Director for a further term of 3 years pursuant to the provisions of Section 149, 150(2) & 152 of the Companies Act, 2013 and Section 10-A(2-A) of the Banking Regulation Act, 1949, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Bank.

The Board of Directors of the Bank, at the same meeting, also re-appointed Mr. Uday Kotak as Executive Vice-Chairman and Managing Director for the period from 1st January 2018 to 31st December 2020, subject to the approval of the shareholders and of the Reserve Bank of India. Further, Mr. Dipak Gupta has been re-appointed as Whole-time Director of the Bank designated as Joint Managing Director for the period from 1st January 2018 to 31st December 2020 subject to the approval of the shareholders and of the Reserve Bank of India. The approval of the shareholders in this regard is being sought at the ensuing Annual General Meeting of the Bank.

The details of the Directors appointed/re-appointed are set out in the Corporate Governance Report annexed to this Report.

Declaration from Independent Directors

The Board has received declarations from the Independent Directors as per the requirement of Section 149(7) of the Companies Act, 2013 and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

Board Evaluation

The Nomination and Remuneration Committee of the Bank’s Board under the expert advice of an external agency specialized in human resource and management consultancy, has formulated the criteria for performance evaluation of the Directors and the Board as a whole. The criteria formulated broadly covers the Board role, Board/Committee membership, practice & procedure and collaboration & style.

In line with the SEBI Guidance note on Board Evaluation, a Board effectiveness assessment questionnaire was designed for the performance evaluation of the Board, its Committees, Chairman and individual directors and in accordance with the criteria set and covering various aspects of performance including structure of the board, meetings of the board, functions of the board, role and responsibilities of the board, governance and compliance, evaluation of risks, grievance redressal for investors, conflict of interest, stakeholder value and responsibility, relationship among directors, director competency, board procedures, processes, functioning and effectiveness. The said questionnaire was circulated to all the directors of the Bank for the annual performance evaluation.

Based on the assessment of the responses received to the questionnaire from the directors on the annual evaluation of the Board, its Committees, Chairman and the individual Directors, the Board Evaluation Report was placed before the meeting of the Independent Directors for consideration. Similarly, the Board at its meeting assessed the performance of the Independent Directors. The Directors were quite satisfied with the results of the performance evaluation of the Board & its Committees, Chairman and individual directors.

Key Managerial Personnel (KMPs)

The following officials of the Bank continue to be the Key Managerial Personnel pursuant to the provisions of Section 203 of the Companies Act, 2013:

- Mr. Uday Kotak, Executive Vice Chairman and Managing Director

- Mr. Dipak Gupta, Joint Managing Director

- Mr. Jaimin Bhatt, President & Group Chief Financial Officer

- Ms. Bina Chandarana, Company Secretary

Appointment & Remuneration of Directors & KMPs

The appointment and remuneration of Directors of the Bank is governed by the provisions of Section 35B of the Banking Regulation Act, 1949. The Nomination and Remuneration Committee of the Bank''s Board has formulated criteria for appointment of Senior Management personnel and the Directors. Based on the criteria set it recommends to the Board the appointment of Directors and Senior Management personnel. The Committee considers the qualifications, experience, fit & proper status, positive attributes as per the suitability of the role, independent status and various regulatory/ statutory requirements as may be required of the candidate before such appointment.

The Reserve Bank of India (''RBI'') vide its circular no.DBOD.No.BC.72/29.67.001/201 1-12 dated 13th January 2012 has issued the Guidelines on Compensation of Whole Time Directors / Chief Executive Officers / Other Risk Takers of Private Sector Banks on Compensation Policy which inter alia cover the following:

- Proper balance between fixed pay and variable pay;

- Variable pay not to exceed 70% (Seventy Per Cent) of the fixed pay in a year;

In accordance with the aforesaid RBI Circular, the Board of the Bank has adopted a Compensation Policy for its Whole-time Directors, Chief Executive Officer of the Bank and other employees which includes issue of stock appreciation rights as a form of variable pay, linked to the Bank''s stock price, payable over a period of time. The salient features of the Compensation Policy are as follows:

- Objective is to maintain fair, consistent and equitable compensation practices in alignment with Kotak''s core values and strategic business goals.

- Applicable to all employees of the Bank. Employees classified into 3 groups: o Whole-time Directors/Chief Executive Officer

- Risk Control and Compliance Staff o Other categories of Staff

- Compensation structure broadly divided into Fixed, Variable and ESOPs

- Fixed Pay - Total cost to the Company i.e. Salary, Retrials and Other Benefits

- Variable Pay - Linked to assessment of performance and potential based on Balanced Key Result Areas (KRAs), Standards of Performance and achievement of targets with overall linkage to Bank budgets and business objectives. The main form of incentive compensation includes - Cash, Deferred Cash/Incentive Plan and Stock Appreciation Rights.

- ESOPs - Granted on a discretionary basis to employee based on their performance and potential with the objective of retaining the employee.

- Compensation Composition - The ratio of Variable Pay to Fixed Pay and the ratio of Cash v/s Non Cash within Variable pay outlined for each category of employee classification.

- Any variation in the Policy to be with approval of the Nomination & Remuneration Committee.

- Malus and Clawback clauses applicable on Deferred Variable Pay.

- Ensuring no personal hedging strategies by employees which undermine risk alignment effects as part of their remuneration.

The details of the remuneration paid to the Non-Executive Chairman, Executive and Non-Executive Directors of the Bank for the year ended 31st March 2017 is provided in the Corporate Governance Report annexed to this Report.

The Non-Executive Chairman of the Bank receives a fixed amount of remuneration as recommended by the Board and approved by the shareholders of the Bank and RBI, from time to time. He also receives remuneration by way of sitting fees for attending meetings of the Board or Committees thereof.

RBI vide its circular no. DBR.No.BC.97/29.67.001/2014-15 dated June 1, 2015 has issued guidelines on payment of compensation to the Non-Executive Directors (NEDs) of private sector banks which inter-alia specifies the following:

- Compensation structure broadly divided into o Sitting fees

- Re-imbursement of expenses o Commission (profit based)

- Amount of sitting fees and commission to be decided by the Board from time to time, subject to the regulatory limits.

- Overall cap on commission for each director Rs,10 lac per annum.

- NEDs not eligible for any stock options of the Bank.

At the Annual General Meeting of the Bank held on 22nd July 2016, the shareholders have approved the payment of commission to the NEDs of the Bank with effect from the financial year 2015-16.

Remuneration paid to the KMPs is in line with the Compensation Policy of the Bank which is based on the RBI Guidelines.

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each director to the median remuneration of the employees for the financial year:

Directors

Title

Ratio

Mr Uday Kotak

Vice Chairman & Managing Director

46.86x

Mr Dipak Gupta

Joint Managing Director

46.38x

Dr Shankar Acharya

Non-Executive Chairman

5.33x

2. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors/KMP

Title

% increase in remuneration

% increase in remuneration excluding SARs

Mr Uday Kotak

Vice Chairman & Managing Director

6.55

6.55

Mr Dipak Gupta

Joint Managing Director

6.85

6.85

Dr Shankar Acharya

Non-Executive Chairman

11.11

11.11

Mr Jaimin Bhatt

Group CFO

1.18

5.84

Ms Bina Chandarana

Company Secretary

5.48

13.08

3. Percentage increase in the median remuneration of employees in the financial year:

For employees who were in employment for the whole of FY 2015-16 and FY 2016-17 increase in the median remuneration is 10.26%.

4. Number of permanent employees on the rolls of Bank at the end of the year: 33,013

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

For employees other than managerial personnel who were in employment for the whole of FY 2015-16 and FY 2016-17 the average increase is 10.34% and 11.95% excluding SARs.

Average increase for managerial personnel is 4.48% and 7.07% excluding SARs.

6. Affirmation that the remuneration is as per the remuneration policy of the Bank:

The Bank is in compliance with its Compensation Policy Notes:

1) Remuneration includes Fixed pay Variable paid during the year perquisite value as calculated under the Income Tax Act, 1961. Remuneration does not include value of Stock Options.

2) Stock Appreciation Rights (SARs) are awarded as variable pay. These are settled in cash and are linked to the average market price/closing market price of the Bank''s stock on specified value dates. Cash paid out during the year is included for the purposes of remuneration.

3) The Non-Executive Directors of the Bank (other than the Non-Executive Chairman) receive remuneration in the form of sitting fees for attending the Board/Committee meetings and in the form of an annual profit based commission. Such annual profit based commission was paid for the first time for FY 2015-16 during FY 2016-17.

4) Increase in remuneration of Mr. C. Jayaram who retired as Joint Managing Director on 30th April 2016, but continues as non-executive director w.e.f. 1st May 2016, has not been provided.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, your Bank has appointed Ms. Rupal D. Jhaveri, a Company Secretary in Practice, as its Secretarial Auditor. The Secretarial Audit Report for the financial year ended 31st March 2017 is annexed to this Report.

DEPOSITS

Being a banking company, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Section 73 and 74 of the Companies Act, 2013 are not applicable to your Bank.

AUDITORS

In terms of Section 139 of the Companies Act, 2013, Messrs S.R. Batliboi & Co. LLP, Chartered Accountants, were appointed as statutory auditors of your Bank for a period of four years from the conclusion of the Thirtieth Annual General Meeting until the conclusion of the Thirty fourth Annual General Meeting of the Bank, subject to the annual approval of RBI and ratification by the members every year. Accordingly, requisite resolution forms part of the Notice convening the Annual General Meeting.

INTERNAL FINANCIAL CONTROLS

The Board of Directors confirms that your Bank has laid down set of standards, processes and structure which enables to implement Internal Financial controls across the organization with reference to Financial Statements and that such controls are adequate and are operating effectively. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

IMPLEMENTATION OF IND AS

The Ministry of Finance, Government of India has vide its press release dated January 18, 2016 outlined the roadmap for implementation of International Financial Reporting Standards (IFRS) converged Indian Accounting Standards (Ind AS) for Banks, Non-banking Financial Companies and Insurance companies. RBI has advised Banks vide RBI/2015-16/315DBR.BP.BC.No.76/21.07.001/2015-16 to follow the Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 subject to any guideline/direction issued in this regard. For Banking companies, the implementation of Ind AS will begin from April 1, 2018 onwards, with comparatives for the year beginning April 1, 2017. The Ind AS quarterly financials of FY 2017-18 will need to be published as Y-o-Y comparison from June 2018 onwards.

As per Reserve Bank of India (RBI) directions, your Bank has taken following steps so far:

- Submitted Standalone Performa Ind AS financial statements to the RBI for the half-year ended September 30, 2016, as required.

- Formed Steering Committee for Ind AS implementation. The Steering Committee comprises of representatives from Finance, Risk, Operations and Treasury. The Committee oversees the progress of Ind AS implementation in the Bank, and provides guidance on critical aspects of the implementation such as Ind AS technical requirements, systems and processes, business impact, people and project management. The Committee closely reviews progress of Ind AS implementation.

- Evaluating various IT solutions to automate Ind AS especially Expected Credit Losses (ECL) computation and other accounting changes in order to improve the robustness of the process.

The Bank will continue to liaise with RBI and industry bodies on various aspects pertaining to Ind AS implementation.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business.

Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions to be reported under Section 188(1) of the Companies Act, 2013, in form AOC-2.

All Related Party Transactions as required under Accounting Standards AS-18 are reported in Note 23 of Schedule 17 - Notes to Accounts of the Consolidated financial statements and Note 7 of Schedule 18 - Notes to Accounts of the Standalone financial statements of your Bank.

The Bank''s Policy on dealing with Related Party Transactions is available on the Bank''s website viz. URL: http://ir.kotak.com/governance/policies.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, loans made, guarantees given, securities provided or acquisition of securities by a banking company in the ordinary course of its business are exempted from the disclosure requirement under Section 134(3)(g) of the Companies Act, 2013.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Bank is committed to its Vision Statement of upholding its Global Indian Financial Services Brand creating an ethos of trust across all constituents, developing a culture of empowerment and a spirit of enterprise thereby becoming the most preferred employer in the financial services sector.

Consistent with the Vision Statement, your Bank is committed to maintain and provide to all its employees and directors highest standards of transparency, probity and accountability. The Kotak Group endeavors to develop a culture where it is safe and acceptable for all employees and directors to raise / voice genuine concerns in good faith, and in a responsible as well as effective manner,

A vigil mechanism has been implemented through the adoption of Whistleblower Policy with an objective to enable any employee or director, raise genuine concern or report evidence of activity by the Bank or its employee or director that may constitute: Instances of corporate fraud; unethical business conduct; a violation of Central or State laws, rules, regulations and/or any other regulatory or judicial directives; any unlawful act, whether criminal or civil; malpractice; serious irregularities; impropriety, abuse or wrong doing; deliberate breaches and non-compliance with the Bank''s policies; questionable accounting/audit matters/financial malpractice. The same option has now been extended to the vendors of the Bank also. The concerns can be reported on the website viz. URL: https://cwiportal.com/kotak.

Currently an online mechanism enabling aforementioned reporting has been implemented over and above other modes of communication like e-mail, or a letter sent by mail, courier or fax to designated persons.

Safeguards to avoid discrimination, retaliation, or harassment, and confidentiality have been incorporated in the policy. All employees and directors have access to the Chairman of the Audit Committee in appropriate and exception circumstances.

The Policy has been uploaded on the Bank''s intranet as well as website viz. URL: http://ir.kotak.com/governance/policies.html and regular communication is made for sustained awareness.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Bank has constituted a Board Corporate Social Responsibility Committee (CSR Committee). The CSR Committee presently consists of Mr. C. Jayaram, Mr. Dipak Gupta and Prof. S. Mahendra Dev.

Your Bank''s CSR Committee drives the CSR programme of the Bank. Your Bank has a Board approved CSR policy, charting out its CSR approach. This policy articulates the Bank''s aim to positively contribute towards economic, environmental and social well-being of communities through its Corporate Social Responsibility agenda. The Bank''s CSR agenda is driven by its key focus areas:

a. Promoting education - primary focus area

b. Enhancing vocational skills and livelihood

c. Promoting preventive healthcare and sanitation

d. Reducing inequalities faced by socially and economically backward groups

e. Sustainable development

f. Relief and rehabilitation

g. Clean India

h. Sports

The Bank''s CSR policy is available on the Bank''s website viz. URL : http://www.kotak.com/corporate-responsibility.html

Pursuant to the provisions of Section 135, schedule VII of the Companies Act 2013 (the Act), read with the Companies (Corporate Social Responsibility) Rules, 2014 the report of the expenditure on CSR by the Company is as under:

The average net profit u/s 198 of the Bank standalone for the last three financial years preceding 31st March 2017 is Rs, 2,746.24 crore.

The prescribed CSR expenditure required u/s 135, of the Act for FY 2016-17 is Rs, 5,492 lac.

The CSR expenditure incurred for the period 1st April 2016 to 31st March 2017 under Section 135 of Companies Act, 2013 amounts to Rs, 1,733 lac as against Rs, 1,641 lac CSR spend in the financial year 2015-16. The unspent amount for FY 2016-17 is Rs,3,759 crore.

CSR expenditure of Rs, 1,733 lac in FY 2016-17 as a percentage of average net profit u/s 198 of the Bank standalone at Rs, 2,746.24 crore is 0.63%.

The Bank has been spending on CSR focused themes and programmes, which have been approved by the Board CSR Committee and the Board. The CSR spending is guided by the vision of creating long-term benefit to the society. The Bank is building its CSR capabilities on a sustainable basis and is committed to gradually increase its CSR spend in the coming years The Bank’s commitment to achieve the mandated spend can be seen from the increasing CSR spends over the years. In FY 2014-15, Bank''s CSR spend was Rs,1,197 lac, in FY 2015-16 it was Rs,1,641 lac. In the reporting period, FY 2016-17, the CSR expenditure has been further increased to Rs,1,733 lac.

Though the Bank is eligible to consider up to 5% of total CSR spend as administrative expenditure towards building its CSR capacities, etc., the Bank has taken a call not to consider it as a part of CSR spend for the year FY 2016-17.

The details of CSR activities and report under Section 135 of the Companies Act, 2013 for FY 2016-17, are annexed to this Report.

RISK MANAGEMENT POLICY

Your Bank has in place a comprehensive Group Enterprise wide Risk Management (ERM) framework supported by detailed policies and processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk and various other Risks. During the year, the Group ERM Policy was revised, keeping in mind the advances in Risk Management over the past few years and emerging / evolving guidelines. Details of identification, assessment, mitigations, monitoring and the management of these Risks are mentioned in the Management Discussion and Analysis section appended to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to your Bank.

EMPLOYEES

The employee strength of your Bank, standalone, was over 33,000 and along with its subsidiaries was over 44,000 as of 31st March 2017.

114 employees employed throughout the year and 56 employees employed for part of the year were in receipt of remuneration of Rs, 1.02 crore or more per annum.

Organizational culture aspects like trust & inclusiveness were also reiterated through cross functional meets conducted by senior business leaders for employees at mid management level under the Meet 5 initiative.

In a very short span, your Bank has crossed several milestones in its Gender Diversity agenda.

- A differentiated talent acquisition strategy to increase women employee base across various suitable roles has helped us to continue adding 21% women amongst all new hires in the Bank. While continuing with our philosophy of providing equal opportunities, an aggressive push in this area will help us achieve a better balance in gender diversity,

- Prevention of Sexual Harassment (POSH): Bank continues with the belief on zero tolerance towards sexual harassment at workplace and continues to uphold and maintain itself as a safe and non-discriminatory organization. To achieve the same Kotak reinforces the understanding and awareness of Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Bank has formulated Internal Complaints Committee (ICC) at three regions for reporting any untoward instance. Any complaints pertaining to sexual harassment are diligently reviewed and investigated and treated with great sensitivity. The ICC members have been trained in handling and resolving complaints and have also designed an online e-learning POSH Awareness module which covers the larger employee base.

Following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

- No. of complaints received : 19

- No. of complaints disposed off : 12

In the case of 7 pending cases, enquiries were in progress at the close of the year.

With our objective to identify, build and nurture leaders across levels to deliver superior business results and address individual career aspirations bank continues to put efforts through various interventions.

As Bank enters in its next phase of growth and expansion of footprint across urban and rural India, Bank and its subsidiaries continued to carry out several initiatives to attract and retain a pool of highly skilled and motivated employees who are aligned to the firm’s vision of becoming the most trusted financial services provider.

In accordance with the provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the names and other particulars of the employees are set out in the annexure to the Directors'' Report. In terms of the Proviso to Section 136(1) of the Companies Act, 2013, the Directors'' Report is being sent to all shareholders excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of your Bank. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of your Bank.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors, based on the representations received from the operational management, confirm in pursuance of Section 134(5) of the Companies Act, 2013, that:

(i) your Bank has, in the preparation of the annual accounts for the year ended 31st March 2017, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Bank as at 31st March 2017 and of the profit of your Bank for the financial year ended 31st March 2017;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Bank and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

ANNEXURES

Following statements/reports/certificates are set out as Annexure to the Directors'' Report:

- Extract Of Annual Return under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 (1) of Companies (Management & Administration) Rules, 2014.

- Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013.

- Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in para E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority and other Government and Regulatory agencies. Your Directors acknowledge the support of the members and also wish to place on record their appreciation of employees for their commendable efforts, teamwork and professionalism.

For and on behalf of the Board of Directors

Dr. Shankar Acharya

Place: Delhi

Chairman

Date: 16th May 2017

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