WWW Aubank In/annual-Report
WWW Aubank In/annual-Report
: AUSFB/SEC/2019-20/129
Date: 24thJune 2019
Dear Sir(s),
Sub: Disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 - Notice of Annual General Meeting and Annual Report of AU Small Finance Bank
Limited for the FY 2018-19
Pursuant to the applicable provisions of SEBI LODR, we wish to inform that the Twenty
Fourth (24th) Annual General Meeting (“AGM”) of the members of the Bank will be held on
Friday, 26th July, 2019 at 04:00 PM at Suryavanshi Mahal – Ground, Floor, Hotel ITC Rajputana,
Palace Road, Jaipur-302006, Rajasthan, India. We hereby submit a copy of the AGM Notice
and the Annual Report of the Bank for financial year 2018-19.
Further, in terms of Regulation 46 of SEBI LODR, the Annual Report along with the AGM Notice
is also available on the website of the Bank at https://www.aubank.in/annual-report.
The Bank has commenced dispatch of the Notice of 24th AGM and the Annual Report for
FY 2018- 19 to the shareholders from Monday, June 24, 2019.
Thanking You,
FOR AU SMALL FINANCE BANK LIMITED
Manmohan Parnami
Company Secretary & Compliance Officer
Growin the right way
SCALABLE
STABLE BANKABLE
INCLUSIVE
GROWTH DIFFERENTIATED
APPROACH
CUSTOMER
CENTRIC TECHNOLOGY
DRIVEN
TEAM
ORIENTED STRONG
GOVERNANCE
WELL
CAPITALISED
2018-19
ANNUAL REPORT
Report Creating value for
contents all stakeholders
Corporate Profile
PRELUDE
02 Growth Attributes STABLE
04 AU Bank DNA 24 AU Journey
06 Product Suite 26 Business Model
PEOPLE
28 Investment Case
08 Growing the 30 Operational Highlights
Nurturing a passionate team of
BANKABLE CUSTOMERS
52 Brand AU Delivering customised solutions to our
54 Customer Centricity
58 Competent Team
60 Financial Inclusion
12
loyal customers.
62 Supporting Communities
MANAGEMENT MESSAGES 66 Risk Management
12 Chairman’s Communiqué 68 Board of Directors
14 Managing Director 72 Leadership Team
and CEO’s Review 74 Key Awards
20 Whole Time Director’s Message 75 Corporate Information
COMMUNITIES
We impacted over
2 lakh
lives through our social and financial
inclusion drives.
Growth Attributes
Strong BALANCE SHEET SIZE (` in crore)
performance 32,623
underpinned by FY 19
quality FY 18
18,833
73%
24,246
FY 19
16,188
FY 18
50%
4,95,209
FY 19
3,58,080
FY 18
38%
DISBURSEMENTS (` in crore)
16,077
FY 19
10,825
FY 18
49%
RETURN ON
Corporate
YIELD ON AUM (%) DEPOSIT ACCOUNTS (No.)
AVERAGE EQUITY (ROAE) (%)
Statutory
GROSS NPA (%) COST OF FUNDS (%) NET WORTH (` in crore)
Financial
NET NPA (%)
NET CAPITAL
(%) (%)
INTEREST MARGIN (NIM) ADEQUACY RATIO (CAR)
2 bps 145
bps
DEPOSITS MOBILISED (` in
crore) RETURN ON AVERAGE (%) CAPITAL (%)
TOTAL ASSET (ROAA) ADEQUACY RATIO – TIER I
4|
Corporate
Missio
n INTEGRITY
We are fair and
Statutory
consistent in all our
To build one of india’s dealings – employees, NURTURE TALENT AND
largest retail franchise customers, partners or SUCCEED TOGETHER
that is admired for shareholders We nurture talent and
together we are a great team
• Making every customer
feel supreme while
being served
AU
• Aspiring that no Indian
is deprived of banking
WORK HARD AND LOOK
Financial
• Bias for action, FOR DETAILS
dynamism, detail
orientation and
product & process
innovation
Dharm
• Globally respected Willing to go the extra mile in
standards of integrity, everything we do and thoroughly
governance and understand customer needs,
ethics issues, and organisational
a
delivery model
• Being an equal
opportunity
employer, providing
a collaborative and The way we work
rewarding platform
to all its employees Our six guiding pillars of
AU Dharma underpin the
way in which we work and CUSTOMER FOCUS
Fastest growth to If our customers need it,
`1 trillion book size and deliver. Each of these tenets
positively influences us to do we will make it happen
a client base of 10+
million delighted the right things and in the
customers right way.
0% excuses
RESPONSIBLY
ENTREPRENEURIAL
100% ownership and
4|
BIAS FOR ACTION
Urgency in
everything
Growing weway
the right do
AU Small Finance Bank
VEHICLE
LOAN COMMERCIAL TRACTOR
VEHICLE LOAN LOAN
HOME
LOAN
CONSUMER
FINANCE
TWO-WHEELER
LOAN SECURED
BUSINESS LOAN
-MSME/SME
GOLD
LOAN AGRI-SME
LOAN
6|
CONSTRUCTION
& BUILDER BUSINESS BANKING, NBFC/HFC/MFI
FINANCE TRADE FINANCE LENDING
& FOREX
Corporate
Statutory
SAVINGS
ACCOUNT CURRENT FIXED & RECURRING
ACCOUNT DEPOSIT
Financial
LOCKER POS MUTUAL
MACHINE FUND
6|
Growing the right way
Growing the
right way
India’s banking sector is one of the most resilient, firmly
regulated and well-capitalised financial ecosystems. Further, a
population base of 1.3 billion people, Government’s focus on
financial inclusion and a fast emerging digital infrastructure
present stellar growth opportunities therein.
Financial
for more details
Scalabl
Over the years, we have maintained a consistent
performance trajectory, building on our
achievements and fine-tuning our approach with our
experiences. The opportunity landscape is huge and
our business model has the right pivots to grow.
Bankabl
Our legacy of two decades is synonymous
with customer centricity, passionate team
work, strong risk management and seasoned
leadership with a hands-on approach, which
make us a bankable Bank.
8
Management
Messages
02
01
03
01
02 03
Our business philosophy
We perceive that Data, Our strategy is to match up
continues to be focussed
Digital, Distribution are the to customers’ expectations
on inclusiveness and
most critical cornerstones with a balanced and
progress for all. In a
of value creation which uniform approach.
fast-developing economy
will allow us to deliver Every prospective
with 1.3 billion people,
Delight to our customers. customer, who visits our
the opportunities are
We believe this 4D branches or events or
immense as a large strata
strategy will enable us to via medium of lead or via
of the population remains
build one of the most inbound call centre or
unserved. With some of
trusted retail banking through digital channels
the other banking and
franchise. or even when we visit
non-banking financial
them, expects a uniform
entities grappling with their
Mr. Sanjay Agrawal customer service from
own set of issues, the Managing Director and
us. We are also driving
Chief Executive Officer
stage is well set for us. ourselves to become
the first choice of our
Mr. Mannil Venugopalan
Chairman customers for all their
banking requirements.
Chairman’s Communiqué
Building a
future-ready bank
DEAR SHAREHOLDERS,
India continues to be one of the
world’s fastest growing economies.
This is undoubtedly an ‘outlier’
performance, especially when
global growth is to a large extent
overshadowed by weakening financial
market sentiments, China’s gradual
slowdown, volatility in crude prices,
uncertainties around Brexit and trade
tensions between the US and China.
M. Venugopalan
Chairman
Digital Bharat is the next game people with different financial inclusion
changer, which will benefit all initiatives. A large proportion of our branch
sections of the society. We welcome network (over 62%) is in the rural, semi-urban
the government’s announcement in and unbanked regions. Our 28% branches are in
the interim budget to connect as the unbanked rural areas, close to 59% of our
many loan portfolio are of a ticket size below `25 lakh
as 1 lakh villages with digital services and 79% of our lending is for priority sector
within the next five years. loans. These facets of our Bank showcase that
we are not just meeting but also exceeding the
We have a rich legacy of two decades key objectives of an SFB in supporting aspirations
of being a secured asset retail loans of the people close to the bottom of the pyramid.
specialist and our risk management
systems and credit appraisal processes Our strategy of growing the right way is to grow
continue to be amongst the best-in- collectively, responsibly and with a granular
class in the industry. focus on retail. Moreover, with the
government’s thrust towards strengthening the
rural economy, increased awareness and our
PARTICIPATORY BANKING strong engagement with customers in semi-
Since our NBFC days, we have urban and rural India, our core lending
witnessed the challenges faced by landscape continues to grow.
Indians deprived of banking
services and the strong need to To remain at the vanguard of the industry and
include them in the formal to capitalise on the opportunities, we are
economy. In our strengthening our operating efficiencies and
present avatar as an SFB, we following the best practices of corporate
continue to be driven by the same governance.
purpose.
However, besides targeting primarily
the low and middle-income individuals
and micro, small and medium
business customers, we have
expanded
multi-fold and now catering to
different cross sections of
customers from all walks of life.
Corporate
WeGrowing the right
empower way
our people
byAUproviding them avenues
Small Finance Bank
for continuous learning,
building strong
relationships to achieve
extraordinary milestones.
Our people are true brand
ambassadors who bring
prosperity to the unbanked
population and touch their
lives.
Statutory
prosper.
We are associated with the
Government of India’s skill
development programme,
where the emphasis is to
provide an employment to
the youth of rural and semi-
urban areas. We provide on-
the- job and classroom
training to our employees
for skill development and
career progression.
Financial
FY 2017-18 and earnings
per share grew by 28% to
`13.2 from `10.3 in the
previous financial year.
Before I conclude, I
wish to thank all my
colleagues, Board
Members,
Reserve Bank of India,
SEBI and other regulatory
authorities, management
and the larger
stakeholder fraternity for
their continued guidance
and support.
Warm regards
M. Venugopalan
Chairman
Sanjay Agrawal
Managing Director and Chief Executive Officer
DEAR MEMBERS,
a level playing field and we are still from mutual funds and elevation
Namaskar! amazed by it. The euphoria of the in cost of funds. These events once
first year of banking has led us into again revalidated our decision to
“A person who sees a problem is
the second year of stable operations. become a bank. However, for the
a human being;
Like a sapling, your bank is growing overall market in general, situation
a person who finds a solution is steadily and continuously, and my is slowly easing and may take some
a visionary; team and I are focused on building more time to improve.
a strong foundation of a new age
the person who goes out
bank which will be Stable, In the past few quarters our
and does something about it,
Scalable and Bankable. government undertook several key
is a Change Maker.”
reforms and structural changes
Speaking of macros, Indian including implementation of Goods
Enshrining the above words both
economy, post clocking a strong and Services Tax (GST), Insolvency
in spirit and in action, we, at AU
growth of 7.5% in the first half of and Bankruptcy Code (IBC), thrust
Bank, are endeavoring to be the
2018-19, slowed down in the second on digitalisation, empowerment to
change-makers pursuing a
half and for the full year, it grew at National Company Law Tribunal,
mission
6.8% in 2018-19 with etc. This resulted in India improving
to reimagine and simplify banking for
unemployment rate hovering around its ranking in World Bank’s ‘Ease of
all. And, in this journey, year 2018-19
7%. Turbulence hit the financial Doing Business Survey-2019’ by 23
was full of learnings. Amidst the
markets last year as places to climb to 77th place globally.
headwinds, we experienced the
exponential power of the banking non-banking finance companies faced Now, with the new government in
platform. This platform has given us a crisis of confidence which resulted place, we look forward to accelerating
in a liquidity squeeze, redemptions
14|
Growing the right way
Corporate
economic reforms and policies paving levels of RBI on the role of SFBs in
way for sustainable growth of the
economy.
Also, last year there was We reported 58% growth in Total Income to `3,411 in fisc
stringent adherence to
regulations. I must mention, the
country’s regulatory mechanism
is driving a new era of
transparency with a powerful
governance mechanism and I
believe the future belongs to those
Statutory
who will follow these ethos diligently.
Financial
fast. India’s present
mortgage penetration
hovers around 10% and is
expected to reach 14% by
FY 2021-22.
AU Bank relaunched
housing loans in Q4 of
FY 2017-18. Based on
our extensive experience,
we are poised
to take our share in the
ample market opportunity.
14|
Growing the right way
Corporate
wealth creation opportunities for renewed our focus on people
An institution’s legacy depends on its
them. management and enhanced our
prudence and credibility.
focus on skill development. As we
After becoming a Bank, the purpose are growing and adding new people,
Prudence is a function of
of living our values and steering our we are swiftly integrating new
Samajhdaari (Sensibility), Zimmedari
passion further assumed a greater team members with our timeless
(Responsibility) and Immandari
importance. I have come to believe guiding principles of AU Dharma and
(Honesty). Credibility comes when
that the banking platform tests all ‘sharpening the saw’ by upskilling and
we delightfully and dutifully serve our
the capabilities of a professional. training our employees.
customers and keep their faith
and trust. From building relationships to
product development, from risk We firmly believe that strategy plays
Statutory
While we are deeply motivated by management to right governance, we a pivotal role in growing in the right
the sheer opportunities around us, are learning every day and they are way. Reckoning this, we recently
as fiduciaries, we are committed to our key assets in our journey. realigned our select seasoned
grow your bank conscientiously and management team members to new
maintain its core fiber, as we scale. Like any other bank, we also strategic roles at the Bank.
faced some challenges around
Therefore, while in Assets, we will attrition. Focus on our 4D Strategy
continue to operate like an NBFC and We perceive that Data, Digital and
stay focused on secured and small Distribution are the most critical
retail loans; in Liabilities, we will aim cornerstones of value creation which
to grow within the cultural framework will allow us to deliver Delight to
of a bank. Our people philosophy is anchored around three aspects –
our customers. We believe this 4D
Financial
value proposition. It nurtures
strategya will
culture
enable usof learning
to build one and gr
It is very important for us to be
able to serve all the needs of our
and building relationships franchise.
to deliver excellence; and chall
of the most trusted retail banking
16|
Growing the right way
Corporate
and digital literacy and sports for and life insurance) will add to our sincerely thank all the unsung heroes.
development. income pools in future. They have been an integral part of
our journey.
We are building a resilient and trusted
WAY FORWARD institution for all citizens, which can If we grow the right way, then we
withstand the test of time; and we are build a brand. If we build a brand,
Ready for the Future
grateful for your support in this then we will be forever!
At the start of our banking grand endeavor. We are well
operations in April 2017, we had positioned to grow sustainably and
aimed to be the fastest bank to will continue to focus on delighting
reach `1 trillion Asset book with a customers, fueled by 4D strategy and
संभव की सीमा जानने
Statutory
10 million customers base. We are AU Dharma to build a bank which will
quite well placed to achieve the
first
last forever.
का केवल एक ही
major milestone of `700 billion asset
book and a customer base of around
Board of Directors तरीका है
We believe that the leadership of
5 million by FY 2022. As we scale up,
an organisation must have diverse
we will leverage our brand outreach,
digital capabilities, local insights,
experiences merging into a common असंभव से भी आगे
goal. As a custodian of trust for all our
balance sheet strength and pricing
power to optimise the risk-return
stakeholders, our Board of Directors िनकल जाना
foster a culture of sound corporate
matrix. At a broad level, we will focus
governance. Time and again we have
Financial
more on product, productivity and
engagement in FY 2019-20.
received guidance and support from
our Board of Directors and I would
चलो आगे बढ़ें
express a sincere thanks to all my
In our core asset products i.e.
present and past Board members for
Wheels and Secured Business Loans, Regards,
their immense contributions in our
we have a strong vintage, our core
journey. Sanjay Agrawal
execution USPs, strong underwriting
and collection machinery, a vast Managing Director and
unserved opportunity landscape
Acknowledgement Chief Executive Officer
and an advantage of the banking It has been a privilege for me to
platform. This should allow us steer this young bank driven by an
to compound our scale while action-oriented team. I would like
maintaining our margins and to thank our Board of Directors
profitability. Our newly introduced for
retail products- Gold Loan, Home their constant guidance and support.
Loan, Two-Wheeler Loan, and I express my humble gratitude to
digital solution-based products– RBI, SEBI, MCA, NSE, BSE, IRDAI,
Personal Loans and Consumer UIDAI, CERSAI, Government of India,
Finance for existing to bank credit information companies,
customers — depositories and other regulatory
hold immense growth potential. authorities for creating an enabling
Our Small & Mid Corporate environment for orderly development
book, which is largely focused & regulation of financial services
on working capital and non-fund sector in India. I am grateful to all
based requirements of Micro and our shareholders, investors, bankers,
Small enterprises, is shaping up vendors, technology service
well. Also, scaling up of third-party providers, partners, customers and
product distribution (mutual Team AU
funds, for partnering in our growth and
18|
Growing the right way
Uttam Tibrewal
Whole Time Director
DIGITAL EASE
Our focus is to deliver a seamless
omni-channel integrated solution
that will ensure consistent high-level
customer experience across all
channels (website, internet banking,
mobile applications). This will
further ensure that we scale our
operations faster by taking
advantage of technological
development in digital banking
20|
• Remain relevant and
aligned to evolving
customer requirements
Growing the right
by constantly way
learning,
Corporate
reinventing
AU and Bank
Small Finance
challenging the status
quo
• Build a strong artificial
intelligence (AI) and
machine learning
platform for greater
business insights and
smarter decision-
making
• Adherence to the
rules and
regulations
Statutory
applicable on Small
Finance Bank
We aspire to become a
universal bank in the
foreseeable future. We are
on the right path to grow
responsibly and
sustainably to create value
for all our stakeholders.
I express my sincere
thanks to the Reserve Bank
of India (RBI), the Securities
and Exchange Board of
India (SEBI), our Board
members, AU team
Financial
members and all other
stakeholders for
supporting us in our
journey of growth.
Warm Regards
Uttam Tibrewal
Whole Time Director
20|
The only small
finance bank with two
decades of secured
retail asset lending
track record High governance
standards
Contiguous
FACETS OF expansion and
STABILITY deeper penetration
Consistent delivery of
robust returns
Trust of esteemed
shareholders
AU Journey
Stable franchise with an
impeccable track record
FY 96
to FY 04 to
FY 03 FY 07 FY 08 FY 09 FY 10
24 years
of an
impeccable Fund Channel NBFC- Asset Finance Company
journey Manager Partner
Contiguous
expansion
HNI@ International
investors Own Motilal Finance
Funding Oswal Corporation
Investors
confidence
*
Micro, Small and Medium Enterprises, ^Small and Medium-sized Enterprises, @High Net-worth Individuals
24|
Growing the right way
Corporate
Our Bank thrives on stakeholder trust and service excellence. We have
steadily expanded our capabilities and outreach as a retail-focussed non-
banking finance company and we are now leveraging the power of the
banking platform to touch and transform the lives of millions across the
social spectrum.
Statutory
FY 11 FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY 19
Financial
Housing
Finance NBFC SBL –SME^ CA, SA,
Company Financing Construction Deposits,
(Subsidiary), Lockers,
Payments &
Insurance Broking Settlement, third-
(Associate) party products
(Insurance and
Mutual Funds),
Home Loan, Gold
Loan, Consumer
Finance, Business
Banking
Warburg
Pincus Chrys Kedaara Life IP Temasek
Capital Capital Insurance O Holdings
Companies,
HNI’s,
Employees
Capital
We have built a net worth of
`3,163 crore as on 31st March 2019. We
are supported by reputed global and Our approach
domestic investors. Design product offerings
keeping in mind the dual
objectives of customer
Team
convenience and cost
A team that combines high performance and
optimisation
ethical behaviour and are empowered to deliver
exceptional client experiences.
Products
We offer a host of 27 financing, deposit,
insurance, mutual fund, transaction banking and
digital banking products and services.
Distribution
We have created a ‘phygital’ distribution
ecosystem with 572 physical touchpoints and
strong digital franchise, providing exceptional
customer experience at every touchpoint.
Brand
Brand AU has garnered significant brand value
over the last two decades for customer centricity
and trustworthiness.
Local expertise
We have deep insights and understanding of the
local markets as we operate through local talent.
Management
Experienced and committed leadership team is Our approach
focussed on consistently growing the Bank. To have a sizable retail deposit
base including CASA and Term
Deposits; to densify in our
existing markets and foray into
newer strong deposit clusters
26|
Growing the right way
Corporate
of stakeholders in a sustainable manner.
12 LAKH+
Customers
Employees
• Attracting and retaining
committed people with right
skills and capabilities
• Enabling our people to be agile,
adaptive and relevant in a
rapidly evolving environment
• Encouraging
diversity and inclusion
• Deploying local manpower
from the regions in which we
operate
• Creating an environment of
growth through consistent
training, mentoring
and participation
1,472
New members added
in FY 2018-19
Regulators
• Conducting our business in
a responsible manner
• Adhereing to relevant regulations
and guidelines issued by RBI,
SEBI, National Bank for
Agriculture and Rural
Development (NABARD), National
Housing Bank (NHB) and other
regulators
• Strong internal culture of
Statutory
• Focussing on consistent returns opportunities to financial literacy to bolster
generate financial inclusion and nurturing
• Maintai
shareholder sports talent
ning
the wealth • Undertaking several other
initiatives aimed at
`0.75
resilien
ce of empowering the marginalised
our sections of
Proposed dividend per share
balanc the society by providing potable
for FY 2018-19
Financial
e sheet water, affordable healthcare and
quality education
• Safeguar
Community
ding
value • Accelerating 2 LAKH
with financial inclusion Lives impacted through our
sustainab in the regions in social initiatives and
le which we operate financial inclusion drives
business • Incorporated AU
r
t
a
26|
Growing the right way
Investment Case
Stable value proposition
DIFFERENTIATED BUSINESS
MODEL STRONG LIQUIDITY AND ROBUST ASSET QUALITY
CAPITAL ADEQUACY
In assets, our differentiation lies Over the years, we have developed
in small ticket, secured, retail Our Bank has maintained healthy expertise in correctly assessing the
lending for income generation liquidity and comfortable capital repayment capacity and intent of
adequacy, which are commensurate our borrowers. Our underwriting
catering to self-employed and low
with our growth aspiration. practices are strengthened using
& middle-income segments and
For FY 2018-19, our average liquidity best-in-class standard operating
risk-based pricing mechanism.
coverage ratio was comfortably procedures (SOPs), deploying local
As a Bank, we have sharpened
higher than the regulatory sales and collection workforce and
our edge by expanding our retail
requirement of a minimum of in-field investigation, among others.
asset offering for a wide customer
cross-section. 70% for SFBs till December 2018
and 80% from 1st January 2019 The result: our asset quality has
Similarly, our liabilities franchise onwards. Our capital adequacy remained stable, and we are
ratio (CRAR) stood at 19.3% as on improving it further.
is credited with unique first-time
initiatives, including monthly 31st March 2019 (CRAR Tier I:
interest pay-outs on Savings 16.0%
Account, paperless and digital and CRAR Tier II: 3.3%) as against
customer acquisitions, no ‘home the regulatory requirement of 15.0%.
branch’ concept, extended banking
hours, no slips for cash deposits or
(%)
withdrawal and no form for Real
ASSET QUALITY TREND
Time Gross Settlement (RTGS). 36.8 37.6 37.6 37.4
Moreover, we have put in place a
specialised business solution group
to cater to transactional banking
2
2
requirements of our MSME,
business banking and small and
medium enterprise customers.
1
1
1
~52%
Customers are self- Q1 Q2 Q3 Q4
employed (including FY 19
professionals) Gross NPA*Net NPA Provision coverage ratio
*Non-Performing Asset
~97%
Secured Advances to
Total Gross Advances
Corporate
DEPOSITS -
GOVERNANCE AND GROWTH leveraging analytics optimally to GEOGRAPHIC DISTRIBUTION (%)
service our
Our Board is constituted customers better, further improving
majority by independent our credit quality and strengthening
14
Directors, ensuring high efficiency across processes.
corporate governance standards. 25
We are led by our Promoter, We are consistently investing to
MD & CEO Mr. Sanjay Agarwal, bolster our digital assets and provide 11
a first-generation entrepreneur. our customers a wide repertoire
of digital services, which are fast,
Our senior leadership team
convenient and secured. Such a 5
possesses rich experience in the 9
strategy enables us to reduce our
banking and financial services
Statutory
cost of aquisition and operations,
sector, which has helped us deliver
expand our reach and increase our 5
value in challenging business
productivity per customer.
conditions as well. 31
11 CONTIGUOUS GEOGRAPHIC
PRESENCE
Rajasthan
Madhya Pradesh
Maharashtra
Delhi
Punjab
Others
Board-level committees, We have adopted a strategy of Gujarat
ensuring good governance contiguous expansion across
practices regions. Our operations are
conducted through 572 touchpoints MARQUEE SHAREHOLDER BASE
spanning 11 states and a union
19 YEARS The strength of our business model
Financial
territory, with significant presence
has attracted several distinguished
in Rajasthan, Gujarat, Maharashtra
Average experience of our and Madhya Pradesh. These regions investors in our journey since
senior managment team inception, including Temasek
offer high-growth opportunities for
banking services. Holdings, Nomura, Warburg Pincus,
IFC, Motilal Oswal, Chrys Capital and
Kedaara Capital, among others.
FORTIFYING ‘PHYGITAL’
BANKING
GROSS AUM -
SHAREHOLDING PATTERN (%)
We understand the power of a GEOGRAPHIC DISTRIBUTION (%)
strong digital bank as it will serve
various customer segments 4 3 2.86 1.73
5.31
providing delightful customer 6
experience in a cost-effective 8.64 32.19
manner. Our digital banking strategy 11
is to achieve an optimal integration
of our physical and digital presence, 49
10.92
thereby managing the dual objective
of investing and profitability of this
vertical. 13
14.59
Our investments in digital
13 23.76
platforms are focussed on four key
areas: lending, deposits, wealth
Rajasthan Delhi Promoter & Promoter Group
management and payments.
Madhya Pradesh Punjab Foreign Portfolio Investors
Within these, we are focussing on
Maharashtra Others
automating some of our existing Foreign Company
Gujarat
processes and products such as Mutual Fund
28|
Growing the right way
Operational Highlights
Every quarter takes us ahead
17,7
20,2
21,7
24,2
20,9
24,7
27,8
32,6
2,
4,
4,
5,
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
FY 19 FY 19 FY 19
1
• Empanelled with India’s largest insurer LIC for
offering our branch banking products at LIC’s pan-
2
• Long-term rating upgraded to CRISIL AA-/Stable from
India offices CRISIL A+/positive and short-term rating re-affirmed
at the highest rating of CRISIL at A1+
• Commenced Public Fund Management System (PFMS)
application to manage public fund distribution • Empanelled BSE, NSE, NCDEX for margin collaterals –
Fixed Deposit Receipt (FDR) and Bank Guarantee
• Launched AU ABHI – the new-age instant
digital savings bank account opening • Expanded deposits footprint with entry into
application ‘Miniratnas’ and ‘Navratnas’
• Made corporate internet banking available for all • Complied with Small Finance Bank (SFB) guidelines
business segment customers on account of non-promoter shareholding (Warburg
Pincus stake reduced to 7%)
• Received ~`1,000 crore equity investment
from Temasek Holdings to fuel ‘phygital’ • Strengthened leadership with the induction of new
growth Chief Treasury Officer, Chief of Digital Bank and
Digital Strategy and the National Credit Manager -
Housing Loan, among others
10,30,7
11,92,8
13,65,9
15,23,9
Statutory
12,8
14,6
19,4
9,
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
FY 19 FY 19 FY 19
Financial
3
• Invested further in digital bank; hired
4
• New loan disbursement IRR inched up by 50bps,
for most key roles
led by a strong uptick in retail assets disbursement
• Added ATM services in 193 locations in collaboration yield at 15.2% in Q4 FY 2018-19 as against 14.5%
with RajCOMP Info Services Ltd. (RISL) and Cash in Q3 FY 2018-19
Management Services (CMS) in Rajasthan as a
• Portfolio IRR was stable at ~14.3%; retail assets
banking partner
continued to be ~82%; vehicle portfolio climbed to
• Raised `500 crore Tier II Capital through over `10,000 crore
private placement of non-convertible bonds
• Mobilised `1,100 crore plus in retail Term Deposits
• Launched a new version of our mobile banking app
30|
Scalable
Over the years, we have
maintained a consistent
performance trajectory, building
on our achievements and
fine-tuning our approach with
our experience and progress.
The result is a growing edifice
of value creation with multiple
synergies.
We have the right pivots to
grow, capitalising on the
industry’s vast opportunity
landscape. Our investments in
products, services, technology,
infrastructure, processes and
talent pool give us a significant
headroom to scale up.
We connect with customers
through various
touchpoints (pan-India
branches,
asset centres, business
correspondents and ATMs).
At the same time, we are
building a digital team for
our next growth phase.
Vast
opportunity
landscape
Building a
future-ready
digital bank
ELEMENTS OF
SCALABILITY Consistent
performance
trajectory
Well-spread and
growing physical
distribution
network
Growing the right way
Megatrends
Blue ocean of opportunities
New two-wheelers
212 lakh
Vehicles sold in FY 2018-19*
Housing loan
`7.5 lakh crore st
Overall market size as on 31 March 2018>
Statutory
NOTES
AU BANK’S RESPONSE
7.4%
CAGR for past 5-years (FY 2014-15 to FY 2018-19)
Financial
better productivity
5.8%
CAGR for past 5-years (FY 2014-15 to FY 2018-19) • Driving proactive use of analytics
in steering better credit decisions,
5.0% customer service and collections,
CAGR for past 5-years (FY 2015-16 to FY 2018-19) higher new customer acquisition,
smoother onboarding process and
`25.80 lakh crore greater cross-selling opportunities
Addressable credit gap • Leveraging our deep credit
capabilities and growing with
`3,10,100 crore strong market insights in the
Projected market growth by 2020 geographies we operate
• Scaling new verticals like gold
4.3 crore loans, home loans, two-wheeler
Shortage of homes loans and consumer finance
• Expanding physical distribution
`37,500 crore
Share of small finance banks (SFBs) at new locations
• Continuing engagement
`1,813 crore with customers to
Share of small finance banks (SFBs) understand their evolving
requirements and cater to
them
`7,232 crore
Share of small finance banks (SFBs) with relevant solutions
• Empowering people with bespoke
`28,454 crore training and tools for offering
Share of small finance banks (SFBs) customised solutions
34|
Growing the right way
Surge
Growth in our total income was driven by rising contribution from growth both in our vintage in Net Interest
business Income
and other (NII)
income growth suppo
streams.
4
9
7
1,
1,
1,
2,
3,
PROFIT AFTER TAX (PAT) (` in crore) EARNINGS PER SHARE (EPS) (`)
Net profit grew on account of rise in business scale and a marginal improvement in cost-to-income ratio.
5
9
1
Corporate
Au Financiers
1
8
1,
2,
3,
Statutory
from Temasek Holdings
in Q2 FY 2018-19.
FY 15 FY 16 FY 17 FY 18 FY 19
39% 56 bps
y-o-y growth FY 15FY 16FY 17FY 18FY 19 y-o-y growth
Strong
Despite being in the investment mode, we delivered a healthy RoAE of ~14% right in the first Capital
two years of Adequacy,
our bankingsignificantly
operations.abov
1
1
2
Financial
FY 15FY 16FY 17FY 18 FY 19
35 bps FY 15FY 16FY 17FY 18FY 19
y-o-y growth
Note: Above nos./% have been inserted on the basis of latest regrouped/recast/restated nos./% as required.
36|
Growing the right way
Gross AUM climbs by more than 50%, led strong growth in retail assets. Robust growth in new loan disbursements
10,7
16,1
24,2
10,8
16,0
5,
8,
3,
5,
6,
FY 15FY 16FY 17FY 18 FY 19
50% FY 15FY 16FY 17FY 18 FY 19
49%
y-o-y growth y-o-y growth
Consistent asset- quality, despite a Stable NPA reflects the Bank’s robust risk-management framework.
challenging environment.
1
1
Retail assets Term Deposits
17 Wheels 21
42 CASA
Small business loans (MSME) Small business loans (SME)
32
Others Retail Assets
Small and
medium corporate 4
Money Market Lending 4 by Treasury
Corporate
AU Small Finance
Bank Au Financiers
Statutory
FY 15FY 16FY 17FY 18FY 19
334 bps
y-o-y growth
Number of customer accounts has grown across our asset and liability franchises.
Financial
1,523,9
335,6
435,7
556,8
8,89,
12,6
3,
5,
8,
Deeper Outreach
Expanding
distribution network
Over the years, we have successfully adopted a strategy of
contiguous expansion across regions. This has enabled us
to grow our footprint across 11 states and Union Territory.
Our long standing track record of serving the unserved
and underserved has yielded strong customer loyalty.
1
3
Strong customer
connect Ease of operations
2
Strong referral 4
checks and credit Local employment
assessment generation
v
Corporate
CHANDIGARH
PUNJAB
DELHI/NCR
HIMACHAL
PRADESH
UTTAR PRADESH
Statutory
HARYANA
RAJASTHAN
Financial
MADHYA PRADESH
GUJARAT CHHATTISGARH
GOA
MAHARASHTRA
12 26 32 30
40|
Growing the right way
Total
Rural/ Asset
Metropolitan Urban Semi-urban Rural branches
Unbanke centres
d and BOs
States Tier 1 Tier 1 Tier 2 Tier 3 Tier 4 Tier 5 Tier 6 Tier Tier 6
5
Rajasthan 16 23 19 43 21 3 3 - 84 212 31
Madhya Pradesh 5 16 7 9 - - - 1 16 54 9
Gujarat 8 20 4 5 3 - - - 2 42 14
Maharashtra 12 16 6 2 1 - - - 3 40 12
Punjab 1 11 4 2 - - - - 3 21 6
Haryana 1 11 1 1 - - - - 7 21 3
Chhattisgarh 1 4 - - - - - - - 5 2
Delhi/NCR 5 - - - - - - - - 5 5
Himachal Pradesh - 1 - 2 1 - - - - 4 1
Uttar Pradesh 1 1 - - - - - - - 2 -
Chandigarh - 1 - - - - - - - 1 -
Goa - - 1 - - - - - - 1 -
Liabilities
Assets
Corporate
We are focussing on direct and in-house distribution for business sourcing. We are also developing multiple
alternative channels to broad base our business channels.
MULTI-CHANNEL DISTRIBUTION
2 0.1 0.1
6
11
7
2 2
Statutory
19
24
61
66
Sales Executives
Sales Executives
AU Value – Dealerships & equivalent
AU Value – Dealerships & equivalent
Financial
AU Connect – Referrals & equivalent
AU Connect – Referrals & equivalent
Telemarketing
Telemarketing
Employee Cross-sell (including AU BUSINESS mobile application)
Employee Cross-sell (including AU BUSINESS mobile application)
Banking Outlet (BO) & Business Correspondents (BC)
Digital
42|
Growing the right way
Digital Footprint
New-age banking
At AU Bank, we have laid the foundation of a reliable digital presence to serve
various customer segments with speed, precision and safety. Our digital
strategy is to build a future-ready bank, offering omni-channel, convenient
and cost-effective solutions to customers and automate a large part of the
current business processes.
41% 3X
With 566 million internet users, India
is the second largest online market,
second only to China (Source: World
Bank). A large proportion of Indians Growth in queries for Rise in queries for
are seeking online banking solutions, Savings Accounts ‘Savings Account interest rate’
as internet users across the country
grew significantly in the last few
years. Digital adoption is now being 2X 2X
propelled by rural India, registering Increase in queries for Surge in queries for
a 35% growth over the past year. ‘online Savings Account Business Loans
Internet users grew by 7% in urban opening’
India, reaching 315 million in 2018.
India is estimated to have over 800
million mobile phone users in 2019
(Source: Statista). 55% 1.5X
Rise in searches for Growth in queries for
SME loans Small Business Loans
60% 61%
Surge in queries for Increase in queries
Home Loans for Personal Loans
DIGITAL STRATEGY
We have a three-step digital strategy for our customers.
1. Acquire
2. Engage 3. Transact
We are targeting customers with
We will provide customers We are gradually moving towards
digital marketing campaigns
contextual and convenient services providing an entire bouquet of
conducted through internet or
supported by big data, machine payment options including Unified
mobile banking app. Our customer
learning and artificial intelligence. Payments Interface (UPI), UPI 2.0,
acquisition model is propelled by
Our objective is to integrate our Immediate Payment Service and
a fully digital, assisted digital and
digital offerings with our customers’ Bharat Bill Payment System for a
phygital model.
daily requirements such as travel seamless experience.
booking, cab and food booking, e-
commerce services and other
financial transactions.
Corporate
Fully digital
Statutory
Assisted digital Phygital
Customer completes the
Digital contact centre to assist On-ground sales team to
entire journey on digital
customers facing difficulty complete the digital journey
channels without any
in completing the journey initiated by the customer
assistance from our Bank
with guided instructions through physical presence
for self-fulfilment module
Financial
• Onboarding people with
offering through the digital
banking, non-banking and
platform are Savings Account,
fintech experience for new-age
Term Deposits, Two-wheeler
banking solutions
Loans, Consumer Finance and
Personal Loans. • Crafting synergies with
We intend to craft delightful existing structures for a
customer journeys through our uniform banking experience
digital footprint.
• Driving a shared vision to be the
best-in-class digital bank
Digital Lending
Low cost of acquisition
Digital Strategy
Digital Analytics
Low operating cost
Digital Liabilities
Digital Tech Solutions Better and omni channel
Digital Initiatives customer experience
Digital Payments
Digital Contact Centre Increase productivity
Digital Wealth Management and profitability
Digital Customer Experience
Higher outreach
Digital Customer Service
Digital Marketing
Paperless banking on-the-go
44|
Growing the right way
90,8
88,9
94,8
13,6
15,2
12,8
62%
9,
654,1
574,8
498,1
361,6
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
FY 19 FY 19 FY 19
5
1
6
5
6
6
6
1
7
1,
1,
1,
8
Q1Q2Q3Q4 FY 19
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
FY 19 FY 19 FY 19
AU BANK ATM Network Shared Network POS & ECOM transactions Total CBS transaction
Total ADC transaction
17
3,366
13 2,022 2,523
1,634
302,9
10
8
Statutory
227,0
1,
181,9
1,
Q1Q2Q3Q4 FY 19 147,0
Q1Q2Q3Q4 FY 19
8
6
Mobile & Internet Banking transactions No. of Mobile & Internet Banking transactions
Mobile & Internet Banking transactions Avg. No. of Mobile & Internet
Financial
per day Banking transactions per day
46|
Leads converted Value of business
(No.) (` in crore)
Retail assets
Growing the right way 9,884 614.0
Liability business leads 39,891 139.0
AU Smallbanking
Business Finance Bank 376 337.0
Total 50,151 1,090.0
Business
Consumer
• Monitoring • Improving
and transparency prospect acquision
• Identifying growth areas • Understanding
• Assisting in the consumer
decision- • Enhancing
making consumer experience
• Executing • Realising
seamlessly consumer lifetime value
BENEFITS OF
ANALYTICS ACROSS
THE VALUE CHAIN
Employees Risk
• Recruiting • Identifying risks
• Understanding • Quantifying risks
the workforce • Mitigating risks
• Training and retaining • Safegaurding
• Increasing productivity the organisation
48|
Growing the right way
Corporate
STRENGTHENING THE DATA
ANALYTICS INFRASTRUCTURE We foresee data analytics as a Collections and risk analytics
crucial element in our growth
We are building a robust data • Predicting default for early vintage
story, helping us scale in the most
and analytics architecture at the customers through Probability
cost-effective way through:
Bank. We completed Extraction of Default Model
Transformation Loading (ETL) • Acquisition of new customers • Identifying customers with
Statutory
implementation—Oracle Phase I and implementing a faster high/low contact-ability through a
— for faster retrieval of clean data. customer on-boarding process Customer Contact-ability Model
We also adopted an interactive
• Credit decision-making • Recognising customers who are
dashboard—Oracle OBIEE Phase 1—
for automated, interactive, scalable going to pay in a given month
• Customer servicing
and secure dashboards that cater to —current, 1st and 2nd bucket—
• Collections and cross-selling through collection predictability
ever-increasing reporting needs of
the organisation. • Optimising collection allocation,
APPLICATION OF ANALYTICS
based on collectability of customer
We are also preparing for artificial
ACROSS FUNCTIONS
• Pricing of Consumer
intelligence (AI) and machine Business analytics
learning (ML) readiness by Finance based on risks
Financial
• Operating loan origination
implementing SAS VIYA, which will • Simulating collection roll rates,
propensity models for wheels and
enable us to be future-ready for AI/ right up to the 12th bucket
small business loans
ML adoption.
• Using POD and propensity
Human resources analytics
DEVELOPING THE ANALYTICS models to identify the right set • Tracking employee attrition,
TEAM of analysis and prediction
customers for cross-sell campaigns
We are building a team of • Using Roll Rate
professionals to enhance our • Utilising historical data simulator for ACR
forte in customer analytics, risk analysis to align incentive prediction and
analytics, people analytics, policies manpower planning
digital analytics, data distribution with business goals
• Mapping employee performance
and • Identifying the best unbanked to help them grow and
competency. We are recruiting from locations for opening branches contribute to organisational
Tier I engineering and management through location analytics growth
institutions to build a robust team.
• Operating loan application
Bankabl
If our customers aspire for
Our business mandate is to
something, we make it happen.
mainstream the financially
We go the extra mile and
disadvantaged. Besides our
work beyond banking hours to
business teams, our CSR arm
reassure our customers that
(AU Foundation) also works
we care, resulting in deeper
for strategic community
customer trust and more
development.
repeat business.
Our comprehensive product
Our teams are our true
portfolio, focus on customer
brand ambassadors who are
convenience, compliance &
hired from communities we
risk management framework
operate in. We are driven by a
and building trust through
dynamic leadership and robust
community, marketing and
governance framework.
CSR initiatives make us a
bankable brand.
Experienced
Financial
and dynamic
team of
bankers
BANKABLE
Robust and PROPOSITION
credible risk
management
Diligently
fulfilling social
commitments
as a
responsible
bank
50| 51
Brand AU
Crafting a reliable brand
Our branding initiatives revolve around showcasing our key brand
attributes that we have nurtured over the years. These attributes
are reliability, equality, transparency, convenience and customer
centricity. We are strengthening our brand salience through various
impactful activities and communication.
52|
Growing the right way
Corporate
mindshare in Indore and
As a bank, we initiated many
Sangrur
on-ground activities like ‘Just-a-
Minute’ and ‘GST Doctor’ activities Following the success of the Jaipur
to target traders; health check-up Marathon, we also enhanced our
camps to reach senior citizens; mall visibility in the Indore Marathon
and society activations; school and and Sangrur Marathon with the
college activities and more to touch message of a healthy life.
different segments of society. One of
the major below-the-line activities Garba at Ahmedabad
was AU Festival Fungama to reach
Garba is one of the biggest festivals
families. Paakhi
Statutory
of Gujarat, which brings a strong
Paakhi is an exclusive programme connect among local communities.
to provide relief to distressed birds AU Bank also participated in one of
in the fierce summers of Rajasthan, the leading Garbas of Ahmedabad,
Delhi, Madhya Pradesh, Gujarat, which was attended by more than
Haryana, Punjab and Maharashtra. one lakh people, including many
We distributed 9,000+ clay utensils social influencers across nine days of
among community members near Navratri festival. This helped us build
our 52 branches and encouraged a strong brand connect and recall.
them to keep water in them for
birds. We associated with shop
BRAND VISIBILITY
owners, corporates, government
Financial
employees, devotees in temples Our focus has been on driving AU
Festival Fungama and households through this Bank visibility at catchment areas
initiative. This programme received of our branches. This has helped
Festival Fungama is a platform for all
appreciation from all quarters. in building a strong brand recall
families residing in an area to come
and build credibility. Society
together and have fun collectively.
AU Bank Jaipur Marathon 2019 gates, ‘no parking boards’,
It also provides us the opportunity
direction
for business development through We have been champions of a
signages, park and temple branding
lead generation. The platform healthy life, and this translated into
were conducted across our core
offers us a chance to educate our title sponsorship of the 10th
markets. To capture the mindshare
prospective customers about edition of AU Bank Jaipur Marathon
of potential customers, co-branded
the benefits of our products and in 2019. The programme witnessed
boards were installed at various
their features. Our trade partners the participation of 52,000+ runners.
The marathon was attended by government offices and mandis,
Future Generali Life Insurance
among others. Branding at key
(FGLI), Maruti, Hyundai and Honda fitness enthusiasts, celebrities and
airports was carried out to build
also participated with us in this dignitaries from different walks of
brand premiumness.
programme. life. Besides, over 1,000 AU Bank
employees ran the marathon.
EVENTS AND SPONSORSHIP
ENGAGEMENTS SOCIAL MEDIA PRESENCE
We regularly participate in
sponsorship engagements and
events across the country to create
brand salience with our customers.
Some of the key initiatives in
FY 2018-19 were:
3 lakh+
Followers
54|
Growing the right way
Corporate
Statutory
Building bonds with dealers branches, we have no deposit
and manufacturers slips and we have reduced forms
to increase convenience of our
We have enduring relationships with
customers.
Financial
vehicle manufacturers and dealers
for benefits of our customers.
Ofering unique features
This facilitates favourable financing
agreements with them that enable We provide monthly interest
us to garner more business and pay-outs on deposits, paperless
simultaneously providing easy and digital customer acquisitions,
access to finance. extended banking hours, Real Time
Gross Settlement (RTGS), among
ENHANCING CUSTOMER others.
CENTRICITY
Showcasing value proposition
of our products and services
We facilitate hassle-free tab-based
account opening, delivering
seamless services to our customers.
Besides, we display our different
products, along with their top
three unique selling propositions,
in our branches. As a result, we
create strong recall value for our
various products and services
among customers for future use or
generated referrals.
Focussing on customer
convenience
We provide true ‘anywhere banking’
and have done away with the
concept of ‘home branch’. We offer
extended banking hours and
‘auto-upgrade’ features. At our
56|
Growing the right way
Lending wings
Corporate
to passion
Statutory
Mr. Manish Kumar Sharma is a
Kolayat-based event manager and
Financial
photo studio owner. He recognised
the importance of drone technology in
developing his business and wanted to
buy the necessary equipment for it.
27,000
in which we operate. Our team is not We have been challenging the
just doing a job, but they are helping status-quo and creating prosperity
transform the nation, because we for all since inception. The way we
believe that there is no greater joy go about doing our Business is not Participants across 19
than creating wealth of opportunities only about Business growth, but
for everyone.
diferent types of trainings
reimagining possibilities for our
conducted in FY 2018-19
At AU Bank, we believe that everyone customers, employees, partners &
has a unique potential and a hidden investors and making an impact.
talent. Which is why we constantly
inspire our employees to discover
their true talents, hone their skills and
achieve perfect their true potential.
Build
We believe that every individual has
a unique potential and we offer our
people a chance to learn and grow
every day. We are a dynamic and
growing Bank and our Employees
will grow with us.
Connect
Over the past more than two decades,
we have been doing extra ordinary
things and we continue to be like
that. Our belief that the power of
collaboration and relationships is
imperative, and this has helped
deliver excellent Business
outcomes. We connect with our
people and
58|
Growing the right way
We empower our people to grow REGIONAL LEADERS MEET (RLM) EMPLOYEE RECOGNITION
Corporate
with us. We offer opportunities for PROGRAMME
We have initiated the concept
consistent learning. Today, every
of RLM meet where the leaders Employee recognition programme
member at AU Bank has a unique
(typically influencers in the region) is an integral part of AU Bank.
story to share on how they’ve grown
come together for strategic-level It offers us a chance to recognise
with the organisation.
discussions on how to improve the the performance of our people and
performance of the region. They also reward them—by nominating them
We engage with our people
deliberate on important issues (if for foreign tours to celebrate their
using various methods, including
any), and make action plans for success—building an emotional
townhall meetings, regional meets
business enhancement by outlining connect with them as well. It helps our
and recognition programmes.
a clear set of responsibilities and team feel empowered and motivated.
These platforms allow us to motivate
accountabilities.
Statutory
our team and connect with our people
In FY 2018-19, we organised an event
better. Some of our key employee
RLM enhances collaboration and for 15% of our people to celebrate
engagement activities include:
inter-departmental synergy, along their success and performance in
with better understanding that leads planned programmes at overseas
TOWNHALL MEETINGS
to cross-pollination of ideas and trust locations. The events reinforced our
Townhall meetings promote building to achieve organisational Bank’s performance-driven culture.
awareness among employees about objectives.
new sales & marketing plans, new
customers, sales milestones and new
products & services. It’s a branch-
level initiative where all business
leaders and respective team
Financial
members of the branch gather to
review macro-level performance
numbers, felicitate ‘Employee of the
month’, define future targets and
discuss focus areas of the current
month.
PIVOTAL ROLE IN
EMPLOYMENT GENERATION
EMPLOYEE OWNERSHIP
We offer Stock/Equity Incentive
1,941
Employees have
We are associated with Plans (ESOPs), where we grant
ESOPs as on
the Government of India’s the option of acquiring Equity
31st March 2019
skill development Shares of the Bank at a future
programme for providing date and at a pre-determined
employment price to all our people. The
opportunities to youth in rural best part of the scheme is that
and semi-urban India. This is a all employees, irrespective of
testimony to our responsibility levels, are eligible based on
towards the nation and their performance. We ensure
unwavering focus on touching to make our people a part of
unbanked areas and creating the AU growth story by sharing
employment opportunities for ownership and accountability.
the youth around us.
*Unbanked Rural Area | ^Basic Savings Bank Deposit |$Priority Sector Lending | @Micro Units Development and Refinance Agency
• Drivers
• Hardware and • Educational institutes • Dairy
• Small transport electrical shops
• Carpenter and • Small manufactures
operators
• Fabrication units furniture works and traders
• Kirana shops
• Flour mills • Small restaurants
60|
Growing the right way
Corporate
OF INDIA Pradhan Mantri Jeevan Jyoti Bima BANKING
Yojana (PMJJBY) and issued 650
Most of our branches ~62% are in We organised ~300 financial literacy
policies. We also offer Pradhan
rural, semi-urban and unbanked rural camps, which helped provide
Mantri Suraksha Bima and we will
areas (UBR) areas, with 86 banking comprehensive education regarding
soon launch Atal Pension Yojna.
outlets in UBRs. We have ~4,03,000 the benefits of inclusive banking to
We will also unveil Unified Payments
deposit accounts in these markets, over 23,000 people.
Interface (UPI) and Unstructured
where overall deposits for the year
Supplementary Service Data (USSD)
was recorded at ~`2,200 crore.
We have tied up with RajComp Info gateways.
Services Limited (RISL) for the launch
of up to 1,000 ATMs in the interiors
Statutory
of Rajasthan, of which 251 ATMs have
already commenced operations.
Financial
the business, which enables them to are not formally registered include low and middle-income
grow in the right way. and do not have proper individuals with micro or
income proof. We have devised small businesses. They mostly
Around 59% of our gross loan various unique ways to assess connect with the local sahukar
AUM were of a ticket size below such borrowers, including (money lender) for their
`25 lakh. evaluating their purchase bills, financial requirements, primarily
visiting business premises and because of proximity, minimal
examining the turnover through documentation requirements
STRENGTHENING OUR DIGITAL informal sources, diaries, and fast disbursements of cash.
PRESENCE registers and others. We further The sahukar lends where a
We enabled digital services for our include reviews of guarantors, bank generally avoids, as he is
FI customers. They can now open references, existing customer well informed about everyone’s
accounts at their doorstep with recommendations, along with sources of income and ability to
minimal paperwork for all their general viability of the business repay.
banking requirements. to complete the assessment
of borrowers. The approach By reaching the remotest corners
We facilitate paperless hassle-free allows us to further the financial of India with institutional banking
banking with 80% of our Bank inclusion agenda and bring more services, we seek to serve the
accounts being opened through people into the formal banking underserved and unserved
tablets in rural and semi-urban channel. populace, helping our customers
areas. We also have a Financial stay away from the clutches of
Inclusion app for our Business the moneylender and achieve
Correspondents (BC), which helps their aspirations.
them in cross-selling assets, EMI
collections, cheque drop at their
locations.
• AU Skills Academy
• AU Udhyogini – A Self
Employment Training Centre
AU Skills Academy
AU Skills Academy caters to
youth from the low-income
segment by offering vocational
LIVELIHOOD ENHANCEMENT skilling programmes, along with
Since inception, AU’s philosophy grooming sessions to prepare
has been to facilitate asset-backed them for future professional life.
loans, enabling the borrower to The academy focusses on soft skills
FOCUS AREAS
expand his/her business and create like communication, presentation,
OF AU CSR
wealth for self and others. Over the leadership, teamwork, language
r
150+
Youth benefitted from AU
Skills Academy
62|
Growing the right way
Corporate
Mangodi Making Workshop 3
Number Jobner area, Jaipur
Skill developed Location
Zari and Embroidery Skill Training of 1 Kanota, Jaipur
Rajasthani Lugdi Making 2 Jobner area, Jaipur
Nursery Rising and 5 Jobner area, Jaipur
Vermicompost Making
Food Processing (Turmeric, 2 Jobner area, Jaipur
Chilli and Coriander)
Statutory
FINANCIAL AND We use nukkad nataks (street
DIGITAL LITERACY plays), one-to-one surveys,
financial awareness campaigns and
Financial
Our primary agenda as an SFB is
puppet shows to deliver these
to enable financial inclusion and
workshops.
build a strong banking and financial
ecosystem for the unbanked and
The objective is to mobilise people
underserved masses. Therefore, our
and deliver information about the
objective is to facilitate easy access to
banking system, various banking
funds for rural Indians, small business
products and social security schemes
units, small and marginal farmers,
AU Udhyogini like the PMSBY, PMJJY and APY.
micro and small industries, and
The camps also show RBI-approved
As the name suggests, this unorganised sector entities.
educational videos and distribute
programme aims at empowering
rural women with self-employment In delivering services to the financial awareness booklets. We also
opportunities. We identify villages underserved and unserved, we support the participants to connect
where a group of women are trained with the banking ecosystem and
witnessed the lack of financial
in an income generating skill clarify their queries on banking
literacy, which impedes their adoption
required in their immediate services.
of formal financial services
geography, along with multiple soft necessitating our focus on financial
skills and business skills. They are The camps have been successful in
literacy.
also taught about market linkage for building trust and confidence towards
formal banking services among
procurement of raw materials and Over the years, we have
villagers.
selling the finished product. The organised financial and digital
objective is to transform them into literacy camps at remote and rural
village-level entrepreneurs with a locations to educate people about
sustainable business model. the basics of banking and
Till March 2019, we had financial products.
organised 13 workshops. We use creative infotainment to make
learning interesting and keep our
audience engaged which encourages
AU Sports Village
AU Sports Village is a sports
intervention programme that aims
to bring about a social change in the
rural community. It is a multi-faceted
programme, involving children across
social groups, focussing on diverse
physical, mental and emotional
development.
250+
Children benefitted from
AU sports village
WATER COOLERS
them to improve the quality of
INSTALLATIONS
education in India.
The availability of potable water is
important for national public health. Government of Kerala CM’s
Over the years, we have installed Distress Relief Fund (Kerala
110+ safe water dispensers and Flood in 2018)
chillers in high-density locations in
After the catastrophic floods in Kerala
and around Jaipur.
in 2018, the Bank contributed towards
the CM Relief Fund.
OTHER PROJECTS
Health camps and eye check-up
We have other community
camps
development programmes that
include: We have been associated with
the Shekhawati Agrawal Samaj
Pratham Shiksha in providing affordable and free
Charitable Trust healthcare services to the urban
poor. We collaborate with them to
We financially support the Pratham
organise monthly health and eye
Shiksha Charitable Trust for operating
check-up camps in Jaipur. We sponsor
schools for underprivileged children in
these events, which leads to free
the Jaipur district. The trust focusses
OPD service for eye check-up.
on collecting funds and channelising
64|
Growing the right way
Corporate
Centre (Vikalp Vikas Kendra) Jaipur slums and runs a school and
skill development centre benefitting
The Alternate Development Centre
over 130 children.
(ADC) is a non-profit organisation,
which works for the development
of slum children and adults who
have been devoid of opportunities.
It aims to promote education and
skills, especially among women and
children of slums. Currently, it has
Statutory
OUR IMPLEMENTATION PARTNERS
Partner Objective
Akshaya A not-for-profit organisation that seeks to eliminate classroom hunger by implementing the Mid-Day Meal Scheme
Patra Foundation in government schools and government-aided schools
Ambuja An organisation that implements grassroot-level programmes across India harnessing the power of partnerships
Cement Foundation between communities, government, corporates and non-government organisation to help resolve pressing
community issues and foster prosperity
Round Table India An international friendship organisation, comprising businessmen, entrepreneurs, technocrats and professionals,
Financial
who can rise above personal concerns to seek and serve the larger needs of the community
Gram Chetna Kendra An NGO that recognises the needs of Rajasthan’s rural communities and works towards helping individuals
to overcome their barriers or challenges
Lok Kala A non-profit organisation of Rajasthani folk artists who are engaged in driving financial and digital literacy through
Jagrati Vikas Sansthan nukkad natak, puppet shows, folk songs, folk dances and other forms of unique infotainment
MOHAN Foundation An NGO that encourages organ donation
Risk culture
and risk Operational
behaviours risk governance
and policy
Risk appetite
framework Three lines
of defence
model
e
Scenario
analysis Internal
control
framework
Self
assessment
of risk and
control
66|
Growing the right way
We have an integrated Risk FRAUD RISK MANAGEMENT that captures all components of
Corporate
Management function, which market risks, including volatility and
We have effective risk management
is independent of business unpredicted movement in the market
framework and Risk Containment
functions and is entrusted with the value of the investments.
Unit (RCU) that is guided by
responsibility of managing Credit
a Board-approved Fraud Risk
Risk, Market Risk, Assets-Liabilities
Management Policy. We have an LIQUIDITY AND MARKET RISK
Management (ALM), Operational
experienced Risk Containment Unit, MANAGEMENT
Risk and Information Security Risk.
which develops anti-fraud measures,
We have set up a Risk The Asset Liability Management
executes surveillance mechanism on
Management Committee at the Committee (ALCO) of our Bank
banking transactions and analyses
highest level of our Bank to oversees the framework for
causal factors of frauds. The unit has
examine risk mitigation policies and identification measurement and
established a robust fraud detection
Statutory
procedures, monitor management of market risk, interest
process and periodically carries out
adherence to various risk parameters, rate risk and liquidity risk in our
various fraud prevention awareness
and set prudential limits for various Bank and ensures compliance with
campaigns for employees as well as
departments. We have maintained established internal and regulatory,
customers. prudential limits. ALM helps in
a conservative approach to risk
management, helping protect strengthening the framework to
customers and investors interest. VIGILANCE RISK ensure that enough liquidity and
By prudently aligning our risk appetite contingency buffer are maintained for
At AU Bank, we have a solid and
to our business strategy, our goal is to the banking business.
transparent vigilance mechanism
deliver sustainable long-term return
that covers each aspect of staff We have put in place an integrated
to shareholders.
accountability. The vigilance team risk management framework
Financial
endeavours to promote integrity, that captures all components of
OPERATIONAL RISK transparency and accountability in market risk, including volatility
MANAGEMENT (ORM) our day-to-day working environment.
and unpredicted movement in
We practise all three types of
Our Bank has a Board- market value of the investments.
vigilance, i.e., Preventive, Detective
delegated committee for Market risk is being managed using
and Punitive.
Operational Risk Management Board-approved investment limits and
(ORMC) to review and advise monitored using different measures
for implementation of measures CREDIT RISK MANAGEMENT that give a detailed picture to the
for risk mitigation. This management of potential gain/losses
All aspects of Credit Risk are
committee reports to Risk for a range of market movement.
governed by the Credit Risk
Management Committee of Board Our Bank has a well-developed
Management Policy managed by the
(RMCB). With a view to have market risk framework comprising
Credit Risk team.
comprehensive view on Operational Board-approved policies and
The Credit Risk unit scope includes
Risks, our Bank follows an integrated governance structure. In our
measuring, assessing and monitoring
risk approach where operational risk Bank, Market Risk management
credit risk within our Bank. We laid
and its monitoring fold into Chief Risk down prudential limits and caps
Officer (CRO) and ORMC. We have
business continuity framework to on various aspects to control the is an independent function, which
ensure the continuity of services in reports to the CRO. There is a
the event of any catastrophic event. magnitude of credit risk. Rigorous risk
clear functional separation in
Our operational risk management reporting and controlling mechanism
Treasury operations among front
is prevalent throughout the
framework is designed with a clear office, mid office and back office.
organisation. Loan Administration and
understanding of various operational We have well defined internal
Monitoring is done through Portfolio
risks faced by our Bank and for our control systems and limit
continuous monitoring disciplined risk Profiling, Early Warning Framework,
governance structure to effectively
Rapid Portfolio Review and Annual
assessment and mitigation measures run our business and ensure
Monitoring of High Value Customers.
have been put in place. compliance with regulatory
We have in place an
guidelines.
integrated risk measurement
framework
68|
Growing the right way
Corporate
Statutory
COMMITTEE
Chairman/Member
Mr. M. Venugopalan
1
7 Independent Director (Part-Time) Chairman
Risk Management
Corporate Social 1 2 4 5 7 8 10 11
Responsibility 4 4
Financial
8 Director with the Company since
Audit 2011. He is a Gold medalist
Review of Classification
of Wilful Defaulters Commerce graduate from University
of Kerala. He has over 49 years of
3 experience in the Banking industry.
9
Stakeholders Mr. Venugopalan has an impeccable
Disciplinary career record spanning four and a
Relationship
half decades.
4 He has worked in various
10 leadership positions across the
Nomination and globe.
Fraud Monitoring
Remuneration Within India, he has worked across
centres in North, South and West
5 India. He was associated with
11 Union Bank of India as ED, Bank of
Customer Service
Management India as Chairman & Managing
Director and was also designated
6 MD & CEO of Federal Bank in May
IT Strategy and Information 2005.
Systems Security
He was awarded with the honorary
fellowship by governing council
Chairman Member
of Indian Institute of Banking and
Finance in 2005. A strong believer
in the principles of corporate
governance, he always carried in
his heart a critical space for his
stakeholders, viz. shareholders,
customers and staff. Hard-work and
passion for excellence in all that
he has been the driving force of his
life all throughout.
2 3 4 6 7 8 9 10 1 2 4 5 7 9 1 2 3 6 7 8 10 11
70|
Growing the right way
Corporate
Statutory
Mr. Narendra Ostawal
Mr. Sanjay Agarwal Mr. Uttam Tibrewal
Additional Director (Non-Executive)
Managing Director & CEO Whole Time Director
1 2 4 6 9 1 2 3 5 7 8 9 10 11 6 8 9 10
Financial
associated with the Company since as Director of the Bank since
Nominee Director since 2018 and
its inception in 1996 and was first 2008. He is a Commerce graduate
has been appointed as Additional
appointed as Managing Director in from the University of Delhi.
Non-Executive Director in
2008. He is a Commerce graduate
January 2019.
from Government College, Ajmer He has more than 22 years of
and all-India rank holder Chartered experience in the finance industry.
He is a Commerce graduate from
Accountant. He joined as Business Head in 2003
Bengaluru University and an all-India
rank holder Chartered Accountant. and later he was appointed the
He is a first-generation entrepreneur Whole-time Director of the Company
He has also completed postgraduate
and a retail finance business in 2008.
diploma in Business Management
leader with more than 24 years of
from Indian Institute of Management
experience in retail finance, credit His dynamic vision, consistent
(IIM), Bengaluru.
risk management and strategic approach, eye to details, strategic
planning. focus and entrepreneurial skills
He currently serves as the Managing
continue to guide the growth of
the
Director of Warburg Pincus He plays a key role in the Bank’s businesses across markets
India Private Limited (WPIPL). Bank’s strategic & corporate and industry. From designing to
He is engaged with Warburg planning and risk management. implementation, he is known to
Pincus investment advisory His strategic insight, vision and build result-oriented strategies
activities and evaluates execution-oriented approach has for achieving targeted growth and
opportunities in the healthcare and resulted in multi-fold increase in the momentum.
financial services sectors. size of the organisation.
He spearheads strategy and retail
He was awarded with ‘EY business of the Bank and played
Entrepreneur of the year 2018’ an instrumental role in bringing AU
award in financial services category. Bank to its present scale and size.
LEADERSHIP TEAM
72|
Growing the right way
Corporate
Statutory
Mr. Mayank Markanday Mr. Vinay Vaish Mr. Shantanu Prasad Mr. Shekhar Shukla
Financial
Chief Risk Officer
Chief of Credit Risk Chief Treasury Officer Chief of Operations -
Branch Banking
74|
Growing the right way
Corporate
BOARD OF DIRECTORS
KEY MANAGERIAL PERSONNEL CORPORATE OFFICE
Mr. Mannil Venugopalan
Independent Director (Part-Time)
Mr. Deepak Jain 5th Floor, E- Wing, Kanakia Zillion,
Chief Financial Officer Junction of CST Road & LBS Marg,
Chairman
Kurla (West) Mumbai - 400070,
Mr. Krishna Kant Rathi Mr. Manmohan Parnami Maharashtra
Company Secretary and Compliance
Independent Director
Statutory
Officer
STATUTORY AUDITOR
Ms. Jyoti Narang
Independent Director M/s S.R. Batliboi & Associates LLP
REGISTERED OFFICE
Chartered Accountants
Mr. Raj Vikash Verma 19A, Dhuleshwar Garden, Golf View, Corporate Tower B,
Independent Director Ajmer Road, Jaipur – 302001, Sector 42, Sector Road,
Rajasthan, India, Gurgaon-122002, Haryana
Contact No.: 0141- 4110060
Mr. Narendra Ostawal
Additional Director (Non-Executive) SECRETARIAL AUDITOR
HEAD OFFICE
Mr. Sanjay Agarwal M/s V. M. & Associates
Managing Director & CEO Bank House, Mile 0, Ajmer Company Secretaries
Financial
Road, Jaipur – 302001, 403, Royal World, S.C.
Mr. Uttam Tibrewal Rajasthan Contact No.: 0141- Road, Jaipur - 302001
Whole Time Director – ED 6660666 Rajasthan
aubank.in aubankindia
aubankindia aubankindia
74|
Growing the right way
Management Discussion
and Analysis
MACROECONOMIC ENVIRONMENT
On the external front, Reserve Bank of India’s (RBI’s)
Global growth continued its cyclical upswing and remained latest estimate suggests that India’s Current Account
steady in the first half of the previous year. However, the Deficit (CAD) is expected to widen to 2.5% of GDP in FY
pace of growth slowed down in the second half primarily 2018-19 because of higher trade deficit and imports
due to moderating investments, geopolitical uncertainties, growing more than the exports. Though there was
risk aversion and elevated trade tensions. Despite the slippage on the fiscal front too as the target for fiscal
rise in crude prices, inflations across most developed and deficit, set originally at 3.3% was revised upward to 3.4%.
major developing economies remained low. This slowdown However, it is important to highlight that India continues
in economic activity appeared to be synchronised and was to remain firm on meeting its medium-term fiscal deficit
reflected in several downward revisions to the 2019 global targets of 3.0% by FY 2021-22.
growth forecasts. Reckoning the slowdown, most central
banks shifted towards a more accommodative monetary Retail inflation, measured by the Consumer Price Index
policy stance to extend a growth stimulus. In some (CPI), remained moderate and within the RBI’s targeted
economies, fiscal stimuli are being used to support growth. 4% range for most part of FY 2018-19, as higher
Given the interplay of these events, Organisation for agricultural productivity kept food (~46% of CPI) inflation
Economic Co-operation and Development (OECD) projects benign. Wholesale inflation (WPI) too remained in low
that weakness may persists in 2019 and estimates that the single-digits.
real global GDP would grow at a sub-par rate of 3.2% in
2019, from the higher levels of 3.5% in 2018. The moderate inflation scenario prompted the RBI to
return to its ‘neutral’ stance from ‘calibrated tightening’
India, while being the fastest growing economy and (adopted between October 2018 and December 2018).
averaging GDP growth at 7% levels, mirrored a similar The apex bank announced a 25-basis-point cut in the repo
trajectory in the previous fiscal with growth slowing down rate in its last policy review of FY 2018-19 to boost
in the second half. The slowdown was due to a host of economic growth. Liquidity in money markets in general
external and internal factors such as weak industrial shrunk in the second half and the apex bank took suitable
output, led by contraction in manufacturing, capital goods active measures, including Open Market Operations (OMO)
and consumer durables, coupled with subdued urban and introduction of Foreign Exchange (FX) swap auction
and rural demand. Several high frequency indicators such facility for banks, to augment the liquidity.
as growth in manufacturing and capital goods, index of
industrial production (IIP), credit flow to micro, small and India’s strong fundamentals, prudent macroeconomic
medium enterprises and auto sales, among others pointed policy framework, continued focus on reforms, strong
to a slackening urban & rural demand and investment banking and capital markets and a massive base of over
activity. Moreover, an increase in the crude oil (from levels 1.3 billion populous, make it one of the few most resilient
of US$56 per barrel in FY 2017-18 to US$70 per barrel in economies globally. Besides, the present government’s
Financial Year 2018-19) and headwinds in financial sweeping majority in the recent general assembly
markets also impacted the growth momentum in the elections ensures continuity of reforms and growth
second half of the previous fiscal. In fourth quarter, Gross agenda, going forward. However, weakening
Domestic Product (GDP) growth dipped to 5.8%, which led investment activity, probability of El Nino effects on
to real GDP growth for FY 2018-19 coming at a five-year monsoon and uncertain global outlook could impact the
low of 6.8%, further lower from Central Statistics Office’s growth going forward. World Bank, in its latest
(CSO’s) second advanced estimates of 7.0%, released in projection has retained the GDP growth estimates for India
February 2019. However, in the last financial year, India at 7.5% for the next two years.
improved its ranking in World Bank’s Ease of Doing
Business 2019 survey and jumped 23 places to climb to
77th place globally. This has been an outcome of INDIAN BANKING INDUSTRY
government’s focus on reforms, on improving the quality The banking and financial services industry has played
of infrastructure, implementation of key reforms including a pivotal role in supporting the US$2.65 trillion economy
the Insolvency and Bankruptcy Code (IBC), among other to maintain its growth momentum. For Indian Banks,
things. FY 2018-19 was the second consecutive year of double
digit credit growth. As per RBI, in 2019, Banks’ credit rose
76|
Growing the right way
28% credit growth year-on-year (y-o-y) while public sector simplifying the external commercial borrowing framework
Corporate
banks registered 5.5% growth. Retail loans continued to and relaxing the Facility to Avail Liquidity for Liquidity
be at the forefront of systemic credit growth followed by Coverage Ratio (FALLCR) where RBI allowed banks to use
services. Within the retail segment, the top three products government securities equal to their outstanding credit
were credit cards, housing loans and personal loans. to NBFCs and HFCs, to be used to meet Liquidity
Loans outstanding under credit cards, grew 28.6% y-o-y Coverage Ratio (LCR) requirements.
in FY 2018-19. This was more than double the 13.1% y-o-
y growth recorded by overall bank credit. While higher provisioning due to deteriorating asset quality
had pulled down the banking sector in FY 2017-18, the
Credit growth recovers in FY 2018-19 (%) strong revival in bank credit growth in the first half of FY
2018-19 of private and public sector banks suggests an
Non-food credit 12.3 overall improvement in the health of banks. Credit to
Services 17.8
Statutory
industry, which remained depressed in FY 2017-18, also
Personal 16.4 pointed to an uptick. Stressed assets of scheduled
Agriculture and Allied 7.9 commercial banks (SCBs) began to stabilise, albeit at an
Industry 6.9 elevated level, capital positions were buffered and the
provision coverage ratio improved to 52.4% by end-
Improving credit offtake from the agriculture sector was September 2018 (Source: RBI).
another highlight of the year, though loans to
corporates continued to lag. Lending to Non-Banking Deposits continued to grow at a steady pace across all
Financial Companies (NBFCs) witnessed a mixed trend, banks. Private sector banks continued to lead deposit
though NBFC borrowings grew at a rapid rate till mobilisation. However, deposit growth for public sector
September 2018, but the liquidity squeeze at some banks remained low, amid visible signs of a gradual pick
NBFCs due to asset-liability mismatch reversed the up.
trend. In a bid to address this liquidity squeeze, RBI
introduced a slew of measures such as allowing reduction As on 31st March 2019, growth in deposits lagged the
Financial
in holding period of loans before securitisation by credit growth as deposits grew at 9.4% to `125.59 lakh
NBFCs, allowing banks to provide Partial Credit crore. This was partly a function of the liquidity crisis at
Enhancement to NBFC bonds, increasing single some NBFCs, which brought commercial paper trading to
borrower exposure limits for NBFC lending by banks, a virtual halt. This in turn, resulted in higher demand for
bank loans, widening the gap between credit and deposit
growth.
Credit (% y-o-y) (LHS) Deposits(% y-o-y) (LHS) Credit to deposit ratio (RHS)
35%
78%
30%
73%
25%
68%
20%
63%
15%
58%
10%
5% 53%
0% 48 %
-
Source: RBI, CME, JM Financial, *Dec’17 and Dec’18 data based on RBI’s fortnightly release
76|
Growing the right way
Corporate
Particulars (in Units) FY 2013-14 FY 2014-15 FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19 5-year CAGR
All vehicles 1,84,23,223 1,97,24,371 2,02,68,971 2,18,63,281 2,49,81,312 2,62,67,783 7.4%
including two-wheelers
y-o-y growth 7% 4% 7% 14% 5%
However, excluding two-wheelers, sales of new vehicle was 50.85 lakh units in FY 2018-19, which was more than 6.4% from
47.81 lakh units sold in FY 2017-18. The five -year CAGR (FY 2014-19) for new vehicles sales excluding two-wheelers was 7.1%.
Statutory
Particulars (in Units) FY 2013-14 FY 2014-15 FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19 5-year CAGR
All vehicles 36,16,445 37,48,810 40,13,120 42,73,543 47,81,195 50,85,766 7%
excluding two-wheelers
y-o-y growth 4% 7% 6% 12% 6%
Passenger Vehicle (PVs) 25,03,509 26,01,236 27,89,208 30,47,582 32,88,581 33,77,436 6%
y-o-y growth 4% 7% 9% 8% 3%
Commercial Vehicle (CVs) 6,32,851 6,14,948 6,85,704 7,14,082 10,07,319 10%
y-o-y growth -3% 12% 4% 20% 18%
Three-wheelers 4,80,085 5,32,626 5,38,208 5,11,879 6,35,698 7,01,011 8%
y-o-y growth 11% 1% -5% 24% 10%
Source: Society of Automobile Manufacturers of India
Financial
Indian auto sales witnessed a mixed FY 2018-19, with M&HCV and LCV should continue to witness strong
passenger vehicle (PV) sales growth slowing significantly tailwinds and be aided by improved road infrastructure,
to 2.7%, while commercial vehicle (CV) sales increased by Goods and Services Tax (GST) implementation paving way
17.6% over FY 2017-18. for bigger warehouses, increased e-tailing, last mile
delivery opportunities and migration to newer emission
In FY 2018-19, within the PV segment, the sales of new standards. M&HCV and LCV is expected to grow between
passenger cars and utility vehicle grew just marginally 6-8% and 5-7%, respectively over the next five years.
above 2% whereas the sales of new vans grew by 13.1%,
albeit on a lower base, over the levels of FY 2017-18. Used Vehicle - Cars
Within CV segment, new medium and heavy commercial
vehicles (M&HCVs) sales rose by 14.7% and light According to Indian bluebook, pre-owned car market
commercial vehicles (LCV) grew by 19.5% in FY 2018-19 has grown steadily in FY 2018-19. It has crossed the 4-
over FY 2017-18. million- unit mark and is 1.2x the size of new car market.
The industry is seeing tailwinds post the rationalisation of
The slowdown in new vehicle sales of PVs in the second GST to 12-18% and increased investments across the
half coincided with most NBFCs facing liquidity issue value chain from procurement to retail.
with elevation in their cost of funds. This resulted in rise
in fresh loans yields and higher Loan To Value ratio
(LTV) New car market Pre-owned car market
(in million units) (in million units)
in some cases. However, despite the above, most vehicle
lending NBFCs reported some slowdown with lower
incremental loan spreads.
3
4
3
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Growing the right way
According to the Annual Report of the Ministry of MSME of FY 2017-18, India is home to about 63 million MSMEs, of
which about 51% are in rural areas; micro enterprises accounted for 99%.
Corporate
Despite MSMEs’ significant contribution to GDP and ability to generate significant employment, loans to this segment
have grown at a sluggish pace over the past few years, and there exists significant gap in addressable debt demand.
According to International Finance Corporation (IFC), the addressable credit gap of MSMEs in India stands as high as
`25.8 trillion.
Statutory
Credit Opportunities for Lenders in India’s MSME Space
Loan size
Financial Institutions
Bank/development Organised sectors
Bank/development institutions Corporate entity
institutions More than Organised financials
`25 lakh Cash flow analysis
Financial
• Projects specific loans
Bank/SFBs/ Unorganised sectors
Bank/SFBs/NBFC/
More than NBFC/ Co-op Bank Cash basis accounting
Co-op Bank
`2 lakh—`25 lakh Composite
loan requirements
Non financials
Micro finance MFI
companies • General need of funds
Upto `2 lakh
AU Bank has emerged as one of the leading lenders to MSMEs since 2009 and is perceived as a trusted solution provider
to the sector. With average ticket size around `10-12 lakh, AU Bank has catered to only 0.11 million units as on date and
has a long way to grow in this segment.
Market share shifting from Public Sector Bank to Private Banks and NBFCs
(%)
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Growing the right way
Housing loans
age banks, such as Small Finance Banks (SFBs), are changing
With a population base of over 1.30 billion people, India the game by leveraging their presence in the remotest
ranks 2nd amongst world’s most populous countries. Out of parts, investing in technologies to maximise accessibility
this, rural population constitutes over 70% as nearly 0.93 and offering tailored schemes with flexible tenors.
billion people stay in rural areas. However, there is a
massive shortage of housing in rural areas (around 43.6 Key growth enablers
million homes). Similarly the opportunity in urban areas
• Lower interest rates than unorganised lenders
is of ~18.8 million homes. Moreover, according to latest
industry estimates, India’s mortgage penetration hovers • High under-penetration of gold loans
around 10% and is expected to reach to 14% by FY 2021-22.
With urbanisation and nuclearisation taking place at a • Significant potential to monetise idle gold
rapid pace, clearly more houses are needed. It is expected • Prompt disbursements, minimal documentations and
that by 2030, nearly half of India will be residing in urban flexible repayment options make gold loan an
areas. Existing cities will have to grow beyond their attractive option for short-term loans
boundaries and many new cities will come up.
Consumer durable loans
The Government of India addressed this gap with massive
and unprecedented impetus to the housing sector in the Consumer durable loans remained one of the fastest
past two years, especially in the affordable housing space. growing credit segments in the banking and financial
Under ‘Housing for All’ scheme, 60 million houses are to be services industry, recording almost 30% growth in
built—40 million in rural areas and 20 million in urban FY 2018-19. The government and the industry’s continued
areas by 2022—creating a holistic demand for housing push for digitisation, as well as a higher financial inclusion,
industry. In 2018, the National Urban Housing Fund was will likely keep consumer durable loan growth at
launched with an outlay of `60,000 crore. Simultaneously, elevated levels. With the entry of more NBFCs and new
National Housing Bank (NHB) introduced stricter norms age banks, consumer durable financing received the
around capitalisation and borrowing limits for housing much-needed boost in terms of speed and
finance companies (HFCs). Earlier, government had convenience, with paperless disbursements.
promulgated Real Estate (Regulation and Development)
Act, 2016, strengthening the confidence for prospective ABOUT AU SMALL FINANCE BANK
buyers.
AU Small Finance Bank, a Fortune India 500 Company,
Housing loans has been one of our main stay retail is the only scheduled commercial bank headquartered
asset loan and was relaunched in Q4 of 2018. Through at Jaipur, Rajasthan. We are redefining the banking
our housing loan offering, we aim to help our customers ecosystem in India with enhanced convenience and
in building/buying the most important asset of their life uncomplicated banking experience for our customers.
and on board their entire family with us.
Key highlights
Gold loans • Among the fastest growing banks in India
India’s organised gold loan market is likely to grow to • Extensive ‘phygital’ presence in the regions where we
`3,10,100 crore by 2020, at a three-year CAGR of 13.7% operate
(Source: KPMG). Although gold has been one of the
oldest forms of collaterals for loans, the organised gold • Experienced and highly qualified team
loan segment still has very low penetration. Informal and • Comprehensive portfolio of products and services
unregulated players, including local money lenders control
about 60% of all gold loan transactions and charge • Judicious investments in data, digital and distribution
usurious interest rates due to the lack of formal financing to build a future-ready bank
channels. Of the organised part, PSBs and NBFCs control • Focussed on secured retail lending and customer centricity
nearly 81% given their extensive reach in terms of branch
network. India is the world’s largest consumer of gold • Profitable with stable asset quality
jewellery and possesses over 20,000 tonnes of gold valued • Sound business ethics and strong corporate governance
at over US$800 billion; with rural India holding about 65% standards
of the stock. However, technological advancements and
the entry of new
Corporate
Branches, Asset
Business Correspondents
Centres, Offices
& Banking Outlets
Call Centre
Internet Banking
ATMs
Digital Banking
Statutory
Mobile Banking
Phone Banking
Point-of-Sale (POS)
App Banking
Machines
REVISITING FY 2018-19
Financial highlight
Financial
Profit and loss summary
(All figures in ` crore)
FY 2018-19 FY 2017- 18 y-o-y
Income
Interest earned (excluding securitisation and assignment income) 2,796 1,464 91.0%
Interest expended 1,606 827 94.3%
Net Interest Income (excluding securitisation and assignment) 1,190 637 86.7%
Securitisation and assignment income 153 303 -49.7%
Other income 462 388 19.1%
Total net income 1,805 1,329 35.8%
Expenses
Operating expenses
Employee cost 601 425 41.5%
Other operating expenses 481 328 46.9%
Operating profit before provisions and contingencies 722 576 25.3%
Provisions (other than tax) and contingencies 142 133 6.9%
Exceptional items - - 0.0%
Profit before tax 580 443 30.9%
Tax expenses 198 151 31.1%
Profit after tax 382 292 30.7%
Key ratios
(%)
FY 2017- 18
FY 2018-19
Net interest margin (NIM) 5.5 7.0
Net interest income (Excluding income from securitisation and assignment) 4.6 4.5
as a % of average total assets
Total cost to average assets 4.2 5.3
Return on Average Total Assets (ROA) 1.5 2.0
Return on Average Total Equity (ROE) 14.0 13.7
Gross Non-Performing Assets (GNPA) 2.0 2.0
Net Non-Performing Assets (NNPA) 1.3 1.3
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Growing the right way
(` in crore)
31st March, 2019 31st March, 2018 y-o-y
Liabilities
Capital 292 286 2.3%
Money received against Share Warrants 175 - N.A.
Employees stock options outstanding 43 17 145.4%
Reserves and surplus 2,653 1,978 34.1%
Deposits 19,422 7,923 145.1%
Borrowings 8,613 7,639 12.8%
Other liabilities and provisions 1,424 989 43.9%
Total liabilities 32,623 18,833 73.2%
Assets
Cash and balances with RBI 811 492 64.8%
Balances with banks and money at call and short notice 929 1,269 -26.8%
Investments 7,162 3,051 134.8%
Advances 22,819 13,312 71.4%
Fixed assets 447 386 15.8%
Other assets 455 323 41.0%
Total assets 32,623 18,833 73.2%
Our total balance sheet size grew 73.2% to `32,623 core products and a pickup in newly launched products.
crore as on 31st March 2019 from `18,833 crore as on
31st March 2018.
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Growing the right way
BUSINESS REVIEW We offer loans for new, pre-owned vehicles and for
Corporate
refinancing of vehicles across several categories including:
We are among the new entrants in India’s dynamic
(i) multi-utility vehicles (MUVs); (ii) cars; (iii) sports-utility
banking landscape with a steady focus on growing the
vehicles (SUVs); (iv) small commercial vehicles (SCVs);
right way. With over 62% of our branches in rural and
(v) light commercial vehicles (LCVs); (vi) medium-and heavy-
semi-urban areas, we have enhanced focus on
commercial vehicles (M&HCVs); (vii) tractors; (viii) three-
unbanked and underbanked customers at the bottom of
wheelers (TWHs); (ix) two-wheelers (TWs); and (x)
the pyramid to drive financial inclusion.
construction equipments (CEs).
Vertical-wise performance
During FY 2018-19; we launched a slew of initiatives such as:
We have been a retail focussed bank with retail loan
assets comprising over 80% of loan AUM. We also offer • Offered pre-approved loans to existing customers
Statutory
small & mid corporate loan asset products. Both these
• Initiated School Connect programme where we target
segments clocked strong growth in FY 2018-19.
loans for school buses, along with offering a host of
asset and liability products and refinance
Retail assets
• Focussed strategy to tap the used car market in India
For more than two decades, we have been lending
small ticket, secured, retail loans primarily to the • Empanelled tractor dealers for funding exchange vehicles
unbanked and the underbanked self-employed
• Launched a two-wheeler online loan module
population and helping them improve their earnings and
quality of life. Secured business loans – MSME (SBL-MSME)
Within retail assets, vehicle loans, small secured Secured business loans MSME is our second mainstay
business loans to MSME (SBL-MSME) are our two focussed product within retails assets and accounts for ~32% of
Financial
products. our total AUM as on 31st March 2019.
We extend loans to various micro, small and medium
Breakup of retail assets enterprises (MSMEs) primarily for business expansion,
working capital and purchase of equipment. Our typical
(%)
customer base for this segment includes self-employed
Type of retail asset Share in total AUM
individuals with small businesses (annual turnover
Vehicle Loans 42.2%
between
SBL – MSME 31.8%
`40 lakh and `10 crore), having at least a few years of
SBL – SME 3.7%
track record in such businesses, generating cashflows at
Gold Loan, Agri SME, Housing Loan, others 1.7%
high frequency and having limited or no formal
OD Against FD 2.3%
documented income proofs (for example grocery/kirana
Total 81.7%
stores, dairy/ cattle rearing and hotel/restaurants). Such
loans are then secured by immoveable property.
As on 31st March 2019, 59% of our loan portfolio
was upto `25 lakh. Gross AUMs for our SBL-MSME business increased
54% y-o-y to `7,708 crore as on 31st March 2019. SBL-MSME
Vehicle loan disbursements grew 35% y-o-y to `3,691 crore in FY 2018-
19.
Vehicle loans has been our mainstay retail product since
our inception and is the most seasoned book in our
Secured business loans – SME (SBL-SME)
portfolio. As of 31st March 2019, our vehicle loan AUM
recorded a growth of 43% and stood at `10,224 crore We offer business loans to small and medium
comprising 42% of our total AUM. Wheels disbursements enterprises (SMEs) for their expansion, working capital
grew by 52% y-o-y to `6,725 crore in FY 2018-19. and purchase of equipment. Our SME customers have
relatively bigger businesses in terms of turnover and
Within vehicle loans, AU Bank offers one of the widest have more formal documented income proofs. They
product range and extends credit for 2 to 22 wheel include traders, wholesalers, distributors, retailers,
vehicles, for new vehicles as well as used vehicle, for manufacturers and self-employed professionals. Our
personal use as well as commercial use. approach for such customers is to understand their
business loan requirements, estimate business
We have been serving First-Time Buyers (FTBs), First-Time cashflows, appraise documented income proofs and then
Users (FTUs), Small Road Transport Operators (SRTOs) determine their loan eligibility. These loans are secured by
and captive users. Our wheels loans are secured by the immoveable property.
vehicles we finance.
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for this segment’s lending business rose to `801 crore year to `19,422 crore in FY 2018-19; total number of
as on 31st March 2019 from `779 crore as on 31st March deposit accounts increased 94% y-o-y to 10,28,726.
2018; disbursements in FY 2018-19 were at `440 crore
versus We are driving Savings Account (SA) opening digitally
`481 crore in FY 2017-18. on tablets that offers Aadhar validation through
biometric identification along with a printer. It enables
Liabilities and branch banking our team to seamlessly open an account without any
As a bank, our objective is to be an integral part of our forms, documents or photographs. Currently, over 80%
customers’ life by empowering them with financial of our SAs are being opened every month through
products and services whenever they need. Today, we TABs. We are rolling out Current Account (CA) sourcing
have digitally on tablets as well. We increased thrust on the
Statutory
408 branches (including 86 banking outlets), along with CA segment with a separate specialist team and have
67 business correspondents, 83 asset centres, 14 offices developed a specialised team for government business in
and 543 ATMs across 11 states and a Union Territory. Rajasthan, Punjab and Delhi.
We have an entrenched contiguous distribution franchise
addressing customers across Tier I to Tier VI regions with During the year under review, we focussed significantly
multiple financial products and services. on building a granular retail deposit base. We are also
increasing the share of retail in savings accounts and
We offer an entire bouquet of deposit products, including term deposits.
Current Account, Savings Account, Term Deposits and
Financial
FY 2017-18 392 1,742 5,790 7,923
FY 2018-19 1,082 2,508 15,832 19,422
(Nos.)
Financial year Current Account Savings Account Term Deposits Total deposits
FY 2017-18 22,838 4,50,204 58,020 5,31,062
FY 2018-19 47,783 8,73,031 1,07,912 10,28,726
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and managed through investments and borrowings in
appropriate buckets.
(In %)
FY 2018-19 (Q1) FY 2018-19 (Q2) FY 2018-19 (Q3) FY 2018-19
(Q4) Debt Capital Market (DCM) Desk
7.9 7.8 7.9 8.0
During FY 2018-19, we started a DCM desk for
investments in short-term and medium-term bonds and
Our incremental cost of funds stood at 7.65% in FY 2018- debentures, enhancing return on funds, as well as to
19 due to tight systemic liquidity. Our cost of deposits create high-quality liquid assets to aid in regulatory LCR.
(excluding certificates of deposit) stood at 7.27%. DCM undertakes investments, origination and trading of
bonds, and works closely with asset managers, insurance
As on 31st March 2019, we maintained Statutory Liquidity companies, other banks and market participants.
Ratio (SLR) investments of `5,061 crore (versus
Statutory
requirement of `4,009 crore) in the form of Update on Financial Institutions Group (FIG)
government securities/ SDLs (held to maturity) and
Financial Institutions Group (FIG) is responsible for
government securities/T-Bills (available for sale). There
managing overall relationships with various financial
was no Mark-to-market (MTM) provision/loss during FY
market participants such as banks, mutual funds,
2018-19 for both SLR and non-SLR portfolio. In FY 2018-
insurance companies, Development Finance Institutions
19, we also maintained a healthy Liquidity Coverage Ratio
(DFI) and multilaterals, as well as associates and
(LCR) of more than 100%, well above the minimum
intermediaries such as credit rating agencies, legal firms
requirement of 70% till December 2018 and 80% from 1st
and stock exchanges. FIG also facilitates the raising of
January 2019. We have built a profitable and high-quality
medium-term/long-term liability for AU Bank depending on
non-SLR investment book of ~`1,070 crore to offset
our funding and ALM position. The group also helps in
negative carry on account of incremental cost of funds to
setting up fund-based and non-fund-based limits with
maintain SLR and LCR.
Financial
various counter parties and market participants.
Our treasury reported a profit of `6.9 crore in FY 2018-19.
During the year under review, we continued to grow our
Liquidity, interest rate and ALM management relationships with banks and financial institutions in
both private and public sectors through mutual
We continue to maintain sufficient liquidity and counterparty limit set up for ensuring various inter-bank
contingency buffer in the wake of volatile markets. We transactions and liquidity management.
have strengthened and diversified our liquidity profile in
view of additional regulatory requirements through a We tied-up with various banks to ensure availability of
mix of long-term deposit mobilisation and rupee trade and remittances products for our clients. We
borrowing in the form of re-finance from various successfully facilitatedinward and outward foreign
domestic financial institutions. currency transactions, including issuances of trade
instruments (letters of credit and bank guarantees) and
The treasury closely works with the internal team and processing of trade payments within the capacity of an
monitors deposit mobilisation and competitive AD-II category bank.
landscape on interest rates to broad base the Bank’s
deposit franchise. The treasury further optimises cost
of funds
to enable branches to mobilise deposits by offering As part of liquidity management measures, we continued
competitive rates of interest, keeping in view the positions are efficiently monitored under the guidance of the Asset
prevailing interest rate scenario. and Liability Management Committee (ALCO)
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to enhance our relationship with domestic
Development Financial Institutions (DFI) and
availed
Growinglong-term, low-cost refinance facilities
the right way
under various schemes. This enabled us to
AU Small Finance
continue providingBank
long-term assistance to
various underbanked and underserved
customers in rural and semi-urban locations
and improve ALM in these branches.
CREDIT MANAGEMENT
Credit underwriting is at the core of our
frontline functions and plays an active role in
portfolio building within the accepted risk
appetite limit of the organisation. We have
built a formidable credit team that uses in-
house field investigation techniques to evaluate
and analyse customers’ income and repayment
ability. We have a robust and comprehensive
credit assessment framework as a large
proportion of our customers belong to the
underserved
Risk Containment Unit (RCU): Our regional RCU teams Our technology infrastructure is a robust yet flexible
conduct a detailed document verification and thorough architecture, which allows us to foster partnership with
check on several parameters before disbursing loans. digital applications of other technology and IT partners.
Post disbursal monitoring: We have put in place a We have strategically aligned our skilled workforce into
post disbursal monitoring process to help maintain three focussed IT sub verticals viz: Build the Bank, Run the
portfolio quality. This also helps our internal and Bank and Govern the Bank to ensure hassle-free banking
external audit teams to ensure adherence to policy and for our customers and growth of our organisation.
improve the documentation process. The monitoring of
working capital limits also falls under post disbursal We will continue to upgrade our technology systems
monitoring and is being conducted regularly for all with automated, digitised and other technology-enabled
working capital products across the Bank. platforms and tools. A greater adoption of our digital
service delivery mechanism and innovative applications will
enable us to be more efficient and customer-friendly.
COLLECTION MANAGEMENT
At AU Bank, collection management is one of the key Information technology is a key tool, which can help us
functions ensuring our stable asset quality. Our in delivering banking services to a broad spectrum of
collection management function is streamlined by key customers. During the year under review, we equipped our
attributes such as geography, delinquency, products branches with paperless and faster customer
and customer repayment history. onboarding processes across products.
We focus on regular customer engagement and emphasise During FY 2018-19, we worked on bringing banking to
Business-to-Employee (B2E) communication. We are the fingertips of our customers by implementing login
focussing on capturing profile data of customers to ensure via fingerprint/PIN on AU Bank’s mobile app. The app
we develop a strong customer database. Our robust MIS was optimised to support multiple payments, scheduled
and reporting ensure regular updates to management. payments, IMPS and other such features.
Over 85% collection is in-house, which enables us to
maintain superior asset quality. We have specialised For our corporate customers, a new ‘Corporate Internet
partners in select metro and micro markets for bucket 1 Banking’ platform was launched. For further empowering
and bucket 2 cases, which is an efficient model to manage our customers, we have integrated our systems with one
efficiency and cost. of the largest payment gateway aggregator, CCAvenue;
integration with other aggregators including Bill Desk is on
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Growing the right way
the cards. This will help our customers to make As on 31st March 2019, the no. of employees
Corporate
payments to various merchants directly from their bank employed were 12,623.
accounts.
Statutory
scenarios to ensure there is no business disruption beyond just the responsibility of the specialist compliance staff, but
the stipulated threshold. is a shared responsibility of all AU Bank employees.
Our business productivity and infrastructure To build a ‘compliance culture’ within the Bank, we
optimisation efforts have resulted in dual network promote awareness of compliance obligations and ethical
connectivity at most of our branches to maximise values across the organisation. The key elements for
business uptime. Error free and rule-based automated building and maintaining a strong compliance culture in the
computation of various banking charges are also live to organisation are as follows:
enhance staff productivity.
Leaders’ engagement: The Board and senior
Serving India’s vision of financial inclusion Aadhar management actively participate, provide direction and
Enabled Payment System (AEPS) on Micro ATMs and vision within the defined compliance and risk
Financial
OFF US Card Transition have been implemented to management framework. We have a well-defined
serve the respective sector. structure where the senior management is involved in
monitoring operations of the Bank on an ongoing basis.
HUMAN RESOURCE We have various Board-level and Board-delegated
committees where the Board members and the senior
AU Bank has built a culture that is the key enabler for management are apprised of the current affairs of AU
progress of our people and enrich their experience of Bank.
working with us.
Policies and procedures: We have a set of well-
We have a well defined HR Structure and processes that documented policies and procedures in place and operate
focus on Talent Acquisition, Performance Mapping and within the framework defined by the regulator and the
Rewards & Recognitions. The focus for all HR Processes policies approved by the Board.
primarily has been around the three facets of Build,
Connect and Reimage. Monitoring: We have a robust monitoring framework in
place. Audit, risk and compliance departments conduct
AU Bank offers the employees a wealth of opportunities regular reviews to ensure that our operations are within
to grow both professionally and personally while engaging
with them consistently. The distinguished performances the defined framework. These functions ensure that we
are recognised under the rewards framework. As a ready operate on the laid down/defined principles, guidelines and
reference, during FY 2018-19, events were organised at policies, thereby reducing risk and uncertainty through the
overseas locations to celebrate the success of our people. establishment of sound governance mechanism and strong
compliance culture. These three functions roll up to the
As part of Employee Connect and Engagement, Audit Committee and Board through managerial hierarchy.
Town Hall meetings and Regional Leaders’ Meet are
regularly conducted. Training: We ensure that employees are educated on our
organisation’s internal policies and external regulations
We are also associated with Government of India’s Skill in a regular and influential way. We have a dedicated
Development Programme for providing employment training department in place, which ensures that key
opportunities for youth in rural & semi-urban India. information is supplied to all our employees. We have
open communication channels as well where employees
Employees are granted ESOPs at AU Bank; this not only can approach various departments and senior
strengthens the pride and ownership but leads to inclusive management officials for guidance and resolution of their
growth for employees and the Bank. queries.
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loan, agri-SME loan and consumer durable loan—hold
Aspects of the business that needs to be improved to
immense growth potential
minimise risks in our business:
• Scaling of third-party products (mutual funds, general
• Four states (Rajasthan, Madhya Pradesh, Maharashtra insurance, health insurance and life insurance)
and Gujarat) together account for ~80% of our loan
Threats
book
We are identifying potential threats to our business, owing to
• Significant concentration of wheels in total loan assets
evolving macroeconomic factors and consumer perceptions:
Opportunities
• Growing competition intensities from other banks and
We are consistently identifying potential areas where
financial institutions
Statutory
we grow and enhance market and brand prominence:
• With several new banks, fintech companies and existing
• Leveraging technology, along with doorstep servicing banks vying for the same talent pool, nurturing and
would enable us to rapidly gain market share retaining human capital may get difficult
• Significant exposure in underpenetrated regions offers • Volatility in global or domestic economy and political
strong growth potential uncertainty might hamper growth
Financial
Your Board of Directors has immense pleasure in presenting the 24 th Annual Report of AU Small Finance Bank Limited
covering the business and key operational highlights of your Bank together with Audited Financial Statements for the
year ended on 31st March 2019.
(` in crore)
y-o-y For the year ended
Particulars
Growth (%) 31st March 2018
31st March 2019
i. Key Highlights on Profitability • Net Interest Income grew by `402.02 crore from
`940.46 crore during FY 2017-18 to `1342.48
• Total Profit before Tax was `580.13 crore for
crore during FY 2018-19, with a y-o-y growth of
FY 2018-19 vis-à-vis `443.35 crore for FY 2017-18
42.75%
and Earnings Per Share (EPS) was `13.16
compared to `10.26 last year ii. Key Highlights on Balance Sheet
• Net Profit stood at `381.81 crore for FY 2018-19 • Balance sheet size grew to `32,623 crore as on
vis-à-vis `292.04 crore for FY 2017-18, with y-o-y 31st March 19 vis-à-vis `18,833 crore as on
growth of 30.74% 31st March 18 with y-o-y growth of 73%
• CASA increased by `1456.61 crore to `3590.09
crore during FY 2018-19 from `2,133.49 crore
during FY 2017-18, registering a growth of
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Growing the right way
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19.31% as on 31st March 2019 vis-à-vis 19.31 % The Policy is hosted on the website of the Bank and can be
as on 31st March 2018 viewed at www.aubank.in/au-notice-board
iii. Key Highlights on Asset Quality
Closure of Share Transfer Books and Record Date
• The Return on Equity (RoE) stood at 14% and the
for Dividend
Return on Asset (RoA) stood at 1.5%
The Register of Members and the Share Transfer Books of
• Gross NPA and Net NPA remained stable at 2.0%
the Bank will remain closed from 20th July 2019 to 26th July
and 1.3%, respectively, as on 31 st March 2019 as
2019 (both days inclusive) for the purpose of the 24 th AGM
compared to 2.0% and 1.3 %, respectively, as on
of the shareholders of the Bank to be held on 26th July 2019
31st March 2018
and for determining the names of the members who would
iv. Key Operational Highlights be entitled to the dividend, if any, declared by the Bank for
Statutory
• During FY 2018-19, your Bank’s disbursement the financial year ended 31st March 2019. The said
rose to `16,077 crore vis-à-vis `10,825 crore in dividend shall be paid to those members whose names
FY 2017-18, registering an increase of 49%. appear on the Register of Members of the Bank as on 19th
July 2019.
• As on 31st March 2019, your Bank’s distribution
network stood at 322 Branches, 83 Asset Centres, Transfer to the Investor Education and
86 Banking Outlets (BOs) and 67 Business Protection Fund
Correspondents (BCs), 14 Offices and 543 ATMs
spread across 11 States and Union Territory In terms of Sections 124 and 125 of the Companies Act, 2013
(the Act) read with the Investor Education and Protection
• Keeping an objective of making ‘Digital Bank as
Fund Authority (Accounting, Audit, Transfer and Refund)
good as Traditional Bank’, in its second year of
Rules 2016, dividend that remain unpaid or unclaimed
operation, your Bank focussed on enriching the
for a period of seven years from the date of transfer are
‘Customer Phygital Experience’ by creating a
Financial
required to be transferred to the Investors Education and
robust technology platform to create a new age
Protection Fund. There is no unclaimed/unpaid dividend
Digital Banking
liable for transfer to the Investors Education and Protection
Management Discussion & Analysis section covers the Fund for the year under review. The Bank has uploaded
industry overview, financial and operating performance of the details of unclaimed dividend amounts lying with the
the Bank and forms part of this Annual Report. Bank on its website and can be viewed at
https://www.aubank. in/unpaidunclaimed-dividend-
Change in the Nature of Business details
There is no change in the nature of business of the Bank
Branch Banking and Liability Products
for the year under review.
In line with the Government of India’s focus, your Bank is
Dividend committed to increase the reach of formal banking services
across the country and extend banking services to the
Your Board of Directors is pleased to recommend dividend
‘belly of the nation’.
for 2nd consecutive year to reward its shareholders with
7.5% i.e., `0.75/- per equity share on face value of Rupee 10/-
The Branch Banking and Liabilities product suite caters
each for the year 2018-19 (previous year 5% i.e. `0.50/-
to the financial needs of all set of customers, including
per equity share) subject to the approval of the members in
self-employed, salaried individuals, children, women
the 24th Annual General Meeting (AGM). There was no
entrepreneurs, senior citizens, companies, societies,
interim dividend declared during the reporting period.
trusts, educational institutions, hospitals, government
corporations and local bodies among others. Our wide-
The total outgo on account of dividend inclusive of taxes,
ranging product suite includes Savings Account, Current
for FY 2018-19 is `26.43 crore which represents a pay-out
Account, Term Deposit, Locker, Bank Guarantee, Gold
of 6.92% of the Bank’s profit. Loan among others. Through our empanelled partners, we
also provide Point of Sale (POS) for business needs, Life
In terms of Regulation 43A of the Securities and Exchange and Health Insurance, along with Mutual Fund investment
Board of India (SEBI) (Listing Obligations and Disclosure solutions for customers.
Requirements) Regulations, 2015, the Bank adopted
Dividend Distribution Policy and the dividend proposed is Your Bank is steadily building a granular deposits book
based on simple and clear value proposition, competitive
interest rate on deposits, superior customer service and
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offerings to its customers through ‘digital guidelines, while keeping the business requirements
empowerment’ by offering financial products and under consideration.
services via an online platform against a new set of
multiple collaterals. The Bank would continue to offer The Bank during the year continued to grow its relationship
and introduce new tailor-made products to service the with both public and private sector banks, by setting
financial needs of customers. up inter-bank limits and transacting in money market
instruments. At the same time, the treasury
Small and Mid-corporate Assets endeavoured to optimise cost of funds by encouraging
branches to mobilise deposits at competitive rate of
The Bank’s Small and Mid-corporate business caters to
interest in line with prevailing interest rates scenario.
the diverse needs of a wide range of corporate
customer segments, including SMEs, Agri-SMEs, Indian
Statutory
corporates, financial institutions, mid-market companies On the treasury systems front, the Bank has well-
established systems and platforms, including the RBI
and real estate businesses. This vertical offers a
platform e-Kuber, Treasury Management System by
comprehensive set of products and services to these
Credence Analytics, Structured Financial Messaging
customers, including term loan, working capital finance,
Systems (SFMS), National Electronic Fund Transfer
trade finance, lease rental discounting and other
(NEFT), Real Time Gross Settlement System (RTGS) and
services including finance to Non-banking Financial
Clearing Corporation of India Limited (CCIL) systems,
Companies (NBFCs), microfinance companies, Housing
which include money market and sovereign bond dealing
Finance Companies (HFCs) and for construction finance.
platforms. The Bank’s Treasury also has in place a robust
primary and secondary Data Centre and Disaster
The disbursements in this segment were `3,764 crore
Recovery Centre, in partnership with external vendors, to
against `2,877 crore in the previous year, registering a
secure the live systems, which are vital to the Bank’s
growth of 31% and Assets under Management stood
Financial
business continuity and Business Continuity Plan (BCP) for
at `4,129 crore, against `2,739 crore in previous year,
any contingency. All systems and platforms are working
registering a growth of 51%.
seamlessly as per the Treasury requirements. The
Treasury has also successfully implemented its BCP for
Under Business Banking, your Bank caters to all segments
any contingency.
of the businesses, including wholesalers, retailers, traders,
manufacturers, service providers, contractors, distributors,
The Treasury department is responsible for managing
educational institutes, healthcare institutes, etc. for
surplus funds by investing in SLR and high-quality Non-
fulfilling working capital needs, including day-to-day
SLR instruments as per the approved regulatory
operations, setting up of new units and business
frameworks and internal policies to get optimum risk
expansion.
adjusted returns. The Treasury has initiated and
maintained a Debt Capital Market (DCM) book in FY 2018-
Treasury
19 for short- and medium-term investments in bonds and
The Treasury Department of the Bank manages asset debentures, thus enhancing return on excess funds as well
liability gaps, fund planning, regulatory liquidity as create High Quality Liquid Assets (HQLA) to aid in
requirements viz Cash Reserve Ratio (CRR), Statutory regulatory LCR. The Treasury has also initiated active
Liquidity Ratio (SLR) and Liquidity Coverage Ratio (LCR) trading in
and investments portfolio
both SLR and Non-SLR of the Bank. The asset-liability Government securities to generate trading profit by
mismatches and interest rate sensitivities of the Bank are Committee. The treasury also successfully maintained appropriate
efficiently tracked through Structural Liquidity Statements liquidity buffers
& Interest Rate Sensitivity and judiciously managed with
various market investments and money market products.
On the other hand, the treasury is also responsible for
managing and optimising the cost of funds for the Bank
through efficient planning and mix of available resources.
96|
capturing market movements.
Financial Institutions
Growing the right way Group (FIG)
Financial
AU Small Institutions
Finance BankGroup (FIG) managed the
relationship with financial market participants
covering Banks, Mutual Funds, Insurance
Companies, Development Finance
Institutions (DFIs) and Multilaterals, as well
as with associates and intermediaries like credit
rating agencies, legal firms, and stock
exchanges. The Bank enhanced its
relationship with domestic DFIs and availed
long-term, low-cost refinance facilities of
substantial amount under various schemes
for improvement in liquidity position. During
the year, FIG facilitated medium and long-
term liability for the Bank as per requirement
and arranged for the setup of fund based and
non-fund based limits with various counter
parties and market participants.
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Growing the right way
• Digital Partnerships The Bank is using issuer ratings and short-term and long-
term instruments/bank facilities’ ratings that are assigned
Corporate
Leveraging partnerships for optimal customer experience
by the accredited rating agencies (i.e., India Ratings, CARE,
and increasing customer acquisition will be the focus for
CRISIL and ICRA) for its debt instruments. The credit rating
a fully operational Digital Bank. The various
of the Bank was upgraded by CRISIL from ‘A+/Positive’ to
partnerships being looked at are strategic, business and
‘AA-/ Stable’ and by ICRA Ratings from ‘A+/Stable’ to
technology with the objective of offering and facilitating
‘AA-/Stable’, covering debt instruments of the Bank in view
the latest and most competitive products to the
of strong consistent performance quarter to quarter.
customers of the Bank.
Nature of the Debt Instrument Nature of Term India Ratings CRISIL ICRA CARE
Statutory
Non-convertible Debentures Long Term AA-/Stable AA-/Stable AA-/Stable -
Subordinated Debt/Tier II Bonds Long Term AA-/Stable AA-/Stable AA-/Stable -
Bank Loans Long Term AA-/Stable - AA-/Stable AA-/Stable Certificate of
Deposits Short Term A1+ A1+ - -
Transfer to Reserve
Further, the Bank issued 1,01,04,364 convertible warrants
In terms of applicable RBI regulations, the Bank has
to Camas Investments Pte. Ltd. to apply for, get issued and
transferred the following amounts to various reserves for
allotted 1 (one) equity share of the Bank at a face value
the financial year ended 31st March 2019.
of `10 (Rupees Ten) each (for every Convertible Warrant),
Transfer to Reserves for cash, in one or more tranches, at a price of `692.77
Amount transferred to Amount (` in crore) (Rupees Six Hundred and Ninety Two and Seventy Seven
paisa including a premium of `682.77), aggregating to an
Financial
Statutory Reserve 95.45
Transfer to Special Reserve U/s 36 (1) (Viii) 37.80 amount of `700,00,00,249 (Rupees Seven Hundred Crore
Transfer to Capital Reserve 2.76 and Two Hundred and Forty-Nine) (Warrants Subscription
Transfer to Investment Fluctuation Reserve 22.12 Consideration) within a period of 18 months from the date
of allotment of convertible warrants. The Bank received
partial amount of `175,00,00,063 (Rupees One Hundred
Securities Capital
and Seventy-Five Crore and Sixty-Three only) in respect to
During FY 2018-19, there was no change in the authorised the above convertible warrants.
share capital of the Bank and it stood at `35,00,000,000
(Rupees Three Hundred and Fifty Crore only). The paid-up Your Bank also raised Tier-II capital by issuing 5,000 (Five
capital of the Bank as on 31st March 2019 stood at Thousand) fully paid-up, unsecured, subordinated, rated,
`2,92,35,74,860 (Rupees Two Hundred and Ninety-Two listed, redeemable, non-convertible bonds with face value
Crore Thirty-Five Lakh Seventy-Four Thousand Eight of `10,00,000 (Rupees Ten Lakh Each) aggregating to
Hundred and Sixty only) consisting of 29,23,57,486 equity `500,00,00,000 (Rupees Five Hundred Crore only) being
shares at face value of `10 (Rupees Ten) each. classified as subordinated debt and categorised as Tier-II
capital Bonds under the Basel II framework. The said Bonds
During FY 2018-19, your Bank issued 43,30,441 equity were allotted to leading financial institutions and Banks.
shares at a face value of `10 (Rupees Ten) each, fully
paid-up for cash at an issue price of `692.77 (Rupees Six The Bank added `2,32,34,250 (Rupees Two Crore Thirty
Hundred and Ninety Two and Seventy Seven paisa Two Lakh Thirty Four Thousand Two Hundred Fifty) to the
including premium of `682.77) per equity share, paid-up equity share capital by allotting 23,23,425 equity
aggregating to an amount of `2,99,99,99,612 (Rupees shares of face value of `10 (Rupees Ten) each to employees
Two Hundred and Ninety-Nine Crore Ninety-Nine Lakh on exercise of options under Employee Stock Option
Ninety-Nine Thousand Six Hundred and Twelve only) to Plan 2015 (Plan A and Plan B) and ESOP Scheme 2016
Camas Investments Pte. Ltd. through preferential as per details mentioned below:
allotment.
ESOP Plan -
Sr. No. Date of Allotment
2015 A ESOP Plan - ESOP Scheme
Total
2015 B 2016
1 14th August 2018 2,87,476 1,85,985 53,220 5,26,681
2 27th September 2018 7,16,465 8,32,353 3,960 1,552,778
3 11th December 2018 56,752 57,077 1,800 1,15,629
4 7th March 2019 2,048 15,299 1,10,990 1,28,337
Total No. of Shares 10,62,741 10,90,714 1,69,970 23,23,425
The Bank’s shareholders had approved the following Employee Stock Option Schemes:
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Growing the right way
Corporate
Particulars ESOP Plan A 2015 ESOP Plan B 2015 ESOP Scheme 2016 ESOP Scheme 2018
Statutory
Total No. of Shares Arising as a Result 10,62,741 10,90,714 1,69,970 Nil
of Exercise of Options
Options Lapsed/Forfeited (during 30,032 43,672 1,99,255 46,980
FY 2018-19) (Available for Re-issue)
Total No. of Options Exercisable at 33,865 37,230 78,142 -
the End of the Year
Total No. of Options Outstanding at 2,015,247 19,23,301 11,04,960 19,66,948*
the End of the Year
Variation in Terms of Options No No No No
Money Realised by Exercise of Options 1,07,44,311.43 3,63,97,126.18 2,37,95,800 Nil
(during FY 2018-19) (in `)
Total No. of Options Granted to Please refer Note 1 Please refer Note 1 Please refer Note 1 Nil
Senior Management Personnel
Financial
(SMPs)
Please refer Note 2 Please refer Note 2 Please refer Note 2 Nil
Any other employee who received
a grant in any one year of options
amounting to 5% or more of options
granted during that year
Nil Nil Nil Nil
Identified employees who are granted
options, during any one year equal
to or exceeding 1% of the issued
capital (excluding outstanding
warrants and conversions) of the
Company at the time of grant
Diluted EPS of the Company after
considering the effect of potential Refer Note 4 -
equity shares on account of
exercise of Options
Impact of the Difference between
the Intrinsic Value of the Options Refer Note 4 -
and the Fair Value of the Options on
Profits and on EPS
Weighted Average Share/Exercise 10.11 33.37 140 No shares
Price of the Shares Exercised during were exercised under
the Year (in `) this scheme during the
year
Weighted Average Fair Values of the Please refer Schedule 18 (7) to Notes to accounts to Audited Financial -
Outstanding Options (in `) Results for FY 2018-19
*10,00,000 ESOPs under ESOP Scheme 2018 were granted to Mr. Uttam Tibrewal, Whole Time Director during the year and the same are subject to RBI approval.
Note 2
Following are the details of Employees who received a grant in any one year of ESOPs amounting to 5% or more of
ESOPs granted during that year
Note 3
The SEBI has prescribed two methods to account for stock grants: (i) the intrinsic value method and (ii) the fair value
method. The Bank adopts the intrinsic value method to account for the stock options it grants to the employees.
The Bank also calculates the fair value of options at the time of grant, using the Black-Scholes pricing model with the
following assumptions:
Particulars 31st March 2019
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Growing the right way
Corporate
The Bank measures the cost of ESOP using the intrinsic value method. Had the Bank used the fair value model to determine
compensation, its Profit after Tax and EPS as reported would have changed to the amounts indicated below:
(` in crore)
Year Ended Year Ended
Particulars
31st March 2019 31st March 2018
Statutory
Basic
- As Reported 13.16 10.26
- Adjusted for ESOP Cost Using Fair Value Method 12.77 10.14
Diluted
- As Reported 12.90 10.00
- Adjusted for ESOP Cost Using Fair Value Method 12.52 9.89
Financial
Outstanding
The Bank has granted 10,00,000 stock options on Your Bank duly received approvals from Stock Exchanges and the
30th August 2018 under Plan D1 and 38,702 and 10,18,758 same were disclosed in compliance of Regulation 30
stock options on 27th October 2017 under Plan A3 and Plan
B5, respectively, to Whole time Director which are pending
for RBI Approval. Accordingly, these options have not been
considered for the purpose of computing the impact of
ESOP fair value on profit before tax.
102|
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Growing the right way
Deposits
AU Small Finance Bank
Being a banking company, the disclosures
required as per Rule 8 (5) (v) & (vi) of the
Companies (Accounts) Rules, 2014, read with
Sections 73 to 76 of the Companies Act, 2013
are not applicable.
B. CORPORATE GOVERNANCE
The Report on Corporate Governance for FY
2018-19, along with the certificate issued by
Practicing Company Secretary, CS Mr. Manoj
Maheshwari, confirming the compliance to
applicable requirements related to corporate
governance as stipulated under Chapter IV of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of
this Annual Report as Annexure I.
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Growing the right way
The details of the brief profile of Mr. Narendra Ostawal is your Bank as defined under section 2 (51) of Companies
Corporate
available on the website of the Bank at www.aubank.in/ Act, 2013. There was no change in composition of Key
about-us/board-directors Managerial Personnel of the Bank.
Statutory
Committee of the Bank carried out an annual performance
Retirement by Rotation evaluation of the Board as a whole and directors
individually. The Board also carried evaluation of the
In terms of Section 152 of the Companies Act, 2013,
working of its various Committees for the year under
Mr. Uttam Tibrewal, Whole Time Director, shall retire at
the ensuing AGM and being eligible for reappointment, consideration.
offers himself for re-appointment. The Board recommends
The performance evaluation of the Directors was carried
his re-appointment at the ensuing AGM and requisite
out by the entire Board, other than the Director being
information required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and under evaluated. The performance evaluation of the Chairman
Secretarial Standard - II has been provided with the and the Non-independent Directors were carried out by the
notice of the AGM. Independent Directors. The Nomination and Remuneration
Committee carried out the performance evaluation of all
the Directors of the Bank. The Directors expressed their
Financial
Key Managerial Personnel
satisfaction over the evaluation process.
Mr. Sanjay Agarwal, Managing Director & CEO,
Mr. Uttam Tibrewal, Whole Time Director, Mr. Deepak The Evaluation process covers a structured questionnaire
Jain, Chief Financial Officer and Mr. Manmohan Parnami, for evaluation by Board members and format has been
Company Secretary are Key Managerial Personnel of designed after taking inputs received from the Directors
and process of evaluation has been detailed below:
Nomination and
Remuneration Committee Meeting of the
Board of Directors
Independent Directors
• Evaluation of Individual Directors
• Evaluation of Non-independent • Evaluation of Board as a whole
Directors
• Evaluation of all Directors
• Evaluation of Board as a whole
• Evaluation of Board Committees
• Evaluation of Chairman of the Bank
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Growing the right way
Corporate
alleged wrongful conduct in the Bank. The policy aims at
The objective of the Compensation Policy is to regulate
establishing an efficient vigil mechanism in the Bank to
the appointment and remuneration of Directors (including
quickly spot aberrations and deal with them at the earliest.
Independent Directors), KMP, SMP and other employees
of the Bank according to the criteria formulated by the
The policy devised is aligned to the recommendations of
Nomination and Remuneration Committee of the Board
Protected Disclosure Scheme for Private Sector and Foreign
under the requirement of the Companies Act, 2013 read
Banks, instituted by RBI and in view of amendments in
with applicable Rules and the SEBI (Listing Obligations
SEBI (Prohibition of Insider Trading) Regulations, 2015,
and Disclosure Requirements) Regulations, 2015 and
the said policy has been amended by insertion of clause to
guidelines issued by RBI in this regard.
report instances of leak of Unpublished Price Sensitive
Information.
The key objectives of the Compensation Policy are as follows:
Statutory
The Vigil Mechanism provides a channel to the
• To institutionalise a mechanism for the
employees, Directors and other stakeholders to report
appointment/removal/dismissal of Directors, lay
to the management about unethical behaviour, actual
down selection criteria for appointment of a Director,
or suspected fraud or violation of the Codes of Conduct,
formulate the criteria for determining qualifications,
regulatory requirements, incorrect or misrepresentation of
positive attributes and independence of a Director and
any financial statements and such other matters. The Chief
recommend to the Board
Vigilance Officer of the Bank act as a Special Assistant/
• To formulate the criteria for evaluation of performance of Advisor to the Managing Director (MD & CEO) of the Bank
the Directors on the Board in the discharge of the vigilance functions. He is
responsible for ensuring and promoting a culture of
• To establish standards on compensation/remuneration,
speaking up/raising red flags on matters relating to
including fixed and variable, which are in alignment with
the applicable rules and regulations and are based on breaches/violations of the Bank’s Code of Conduct or any
Financial
the trends, practices of remuneration prevailing in the fraudulent transactions and provides a non-threatening
industry environment to employees to discuss matters relating to
the Bank’s Code of Conduct, suspected unethical
• To define internal guidelines for the payment of behaviour, malpractices, wrongful conduct, frauds,
perquisites to the Directors, Key Managerial Personnels violations of law and questionable accounting or auditing
(KMPs), Senior Management Personnels (SMPs) and other matters, which build trust and transparency in the Bank.
employees of the Bank During the year, no person was denied access to the Audit
Committee or its Chairman to raise his/her concern under
The Compensation Policy is available on the website of the
the Vigil Mechanism.
Bank at www.aubank.in/au-notice-board
The Whistle Blower Policy and Vigil Mechanism as approved
Disclosure on Remuneration
by Board are available on the website of the Bank at
The ratio of the remuneration of each Director to the www.aubank.in/au-notice-board
median employee’s remuneration and other details in
terms of sub section 12 of Section 197 of the Companies Related Party Transactions
Act, 2013 read with Rule 5(1) of the Companies
The Board approved Related Party Transactions and
(Appointment and Remuneration of Managerial Personnel)
Materiality Policy as per the provisions of the Companies
Rules, 2014, form part of this Report and is annexed as
Act, 2013 read with the rules made thereunder and SEBI
Annexure III to this Report.
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, described the related party transactions
The statement containing particulars of employees as
requiring requisite approvals and requirements of
required under Section 197(12) of the Companies Act,
appropriate reporting and disclosure of transactions
2013 read with Rule 5(2) and Rule 5(3) of the Companies
between the Bank and its related parties.
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms part of this Report and is annexed as
During FY 2018-19, the Bank has not entered any
Annexure IV to this Report.
materially significant transactions with its Promoters,
Directors, management or relative of the Directors, which
Whistle Blower Policy and Vigil Mechanism
could lead to potential conflict of interest between the
Whistle Blower Policy has been devised with a view to Bank and these parties, other than the transaction entered
provide a mechanism to employees, customer and in the ordinary course of business and the transactions
stakeholders of the Bank to approach the Chief Vigilance entered into by the Bank are on ‘arm’s length basis’. On
Officer and thereafter Disciplinary Committee of the Bank quarterly basis, the Audit Committee of the Bank is
in case they apprised of all specified details of related party
106|
transactions. Hence, pursuant to
The Related Party Transactions and Materiality Policy as The Bank has complied with the applicable requirements
approved by the Board is available on the website of the and no strictures or penalties were imposed on the
Bank at www.aubank.in/au-notice-board Bank by the RBI, Stock Exchanges and SEBI during the
year under review.
Code of Conduct for Directors and SMPs
The Board of Directors of the Bank adopted the Code Material Changes and Commitments, if any,
of Conduct for the Directors and Senior Management Affecting the Financial Position of the Bank
Personnel of the Bank in compliance with Regulation 17(5) There are no material changes affecting the financial
of the SEBI (Listing Obligations and Disclosure position of Bank that have occurred between the end of
Requirements) Regulations, 2015, which sets forth the FY 2018-19 of the Bank to which the financial statements
guiding principles on which Bank’s Board and Senior relate and the date of this Board’s Report.
Management Personnel shall operate and conduct
themselves with stakeholders, including government and Maintenance of Cost Records
regulatory agencies, media, etc.
Being a banking company, the Bank is not required to
In respect of FY 2018-19, all Board members and maintain cost records as per sub-section (1) of Section 148
Senior Management personnel of the Bank have of the Companies Act, 2013.
affirmed the compliance with the code as applicable to
Risk Management Framework
them and a declaration to this effect signed by the
Managing Director & CEO and forms part of the Corporate Robust risk management structure has been devised that
Governance Report as Annexure I. proactively identifies the risks faced by the Bank and helps
in mitigating them. Risk Management Committee (RMCB)
The Bank’s Code of Conduct for Directors and Senior of the Board supervises the risk management functions
Management is available on the website of the Bank at and advises on risk mitigation strategies, thereby bringing
www.aubank.in/au-notice-board a top-down focus to risk management.
Code for Prevention of Insider Trading The Risk Management Department headed by the Chief Risk
Officer administers the risk management functions in the
In compliance with the SEBI (Prohibition of Insider
Bank through dedicated divisions i.e., Credit Risk, Market
Trading) Regulations 2015, the Bank has approved code
Risk, Operational Risk, Fraud Risk and Information
for prohibition of insider trading in the shares of the
Security Risk under the aegis of Board approved risk
Bank, which inter alia, prohibits trading in shares of the
management policies and approval & responsibility
Bank by insiders while in possession of unpublished
delegation matrix.
price sensitive information in relation to the Bank and in
view of amendments in SEBI (Prohibition of Insider
The detailed note on Risk Management is covered under
Trading) Regulations, 2015, requisite amendments were
Management Discussion and Analysis section, which
carried out in the code and effective from 1st April 2019.
forms part of this Annual Report.
Code of Conduct for Employees
The Enterprise Risk Management framework is a layered
Code of Conduct is a comprehensive written code which is structure and broadly consists of the following components
applicable to all employees and lays down the Principles for effective risk management across the Bank.
and standards that govern the activities of the Bank and its
employees to ensure and promote ethical behaviour within (a) Credit Risk Management
the governance framework and attempts to set forth the There is Credit Risk and NPA Management Committee
guiding principles and values on which the Bank’s employees (CRANPAC) which reports to Risk Management
shall operate and conduct its business with its all Committee of the Board. The CRANPAC overseas and
stakeholders including government, regulatory agencies, reviews the credit risk and ensures that Bank’s operations
media and others with whom they are connected or are run as per the credit risk framework laid down by the
interact with. RMCB & Board of the Bank. The CRANPAC is responsible
for formulation of standards for presentation of credit
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Growing the right way
Corporate
credit exposures, asset concentration, standards for loan and vigilance over IT related vulnerabilities against
collateral, portfolio management, loan review mechanism, emerging cyber security risks. The Chief Information
risk concentration, risk monitoring and evaluation, Security Officer (CISO) is responsible for monitoring the
provisioning, regulatory and other issues around it. information security risk covering all aspects of data
security for the Bank who reports to Chief Risk Officer
(b) Operational Risk Management (CRO). Cyber Security Operation Center (CSOC) with
Your Bank has in place a Board delegated committee qualified professionals report into CISO for monitoring of
for Operational Risk Management (ORMC) which real-time cyber security incidents.
reports to (RMCB) for review and advise for
implementation of measures for risk mitigation. The (f) Business Continuity Plan
Bank follows an integrated risk approach where Your Bank has put in place a comprehensive Business
operational risks & its monitoring folds into CRO and
Statutory
Continuity Management (BCM) plan, policy and
ORMC. The Bank has business continuity framework to procedures to ensure continuity of critical operations of the
ensure the continuity of services in the event of any Bank in the event of any disaster/incident affecting
catastrophic event. Your Bank’s operational risk business continuity. The Bank’s business continuity
management framework is designed with a clear programme is developed considering the criticality of the
understanding of various operational risks faced by the functions performed and the systems used to minimise
Bank and for its continuous monitoring disciplined risk the operational, financial, legal and other material
assessment & mitigation measures were operating consequences arising from such a disaster and focus is
effectively during the year. on ensuring faster recovery of/ minimizing impact on the IT
systems of the Bank.
(c) Fraud Risk Management
Your Bank has effective fraud risk management framework (g) Cyber Security Management
and Risk Containment Unit (RCU) that is guided by a Technology has drastically changed the banking services,
Financial
Board approved Fraud Risk Management Policy. Fraud products, methods of operation and the way banks
reported in the Bank are apprised to the Audit function. Your Bank has been able to offer more products
Committee and Board and fraud in excess of `1 crore or
to increase customer’s delight and operational efficiency
more are specifically reported and dealt by the SFMC and reduce operational expenses of banking services.
Committee of the Board. Frauds in banks occur when the However, it is equally true that the advent of technology
safeguards are inadequate or the procedural checks are has also made banks vulnerable to cyber-attacks. Cyber
not adhered to, leaving the system/bank vulnerable to security is the combination of technologies, processes and
internal or external perpetrators. The only effective practices designed to protect networks, computers,
defence the Bank can have against frauds is to programmes and data from cyber-attacks, damage or
continuously strengthen its systems, operational unauthorised access. Cyber space is a complex
practices, procedures, controls and review mechanism environment consisting of interactions between people,
so that fraud-prone areas are sanitised against internal software and services, supported by worldwide distribution
and external breaches and these control measures operate of Information and Communication Technology (ICT)
effectively. devices and networks.
108|
has set up a framework for cyber security in
compliance with the guidelines issued by the
RBI. During
Growing the the
rightyear,
way the Directors and Senior
Management attended the training &
AU Small Finance
certification Bank organised by IDRBT for
programme
awareness about current IT and cyber security
issues.
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Growing the right way
in use, the air-conditioning for that particular area is auto landfills and to avoid sending hazardous materials to
Corporate
switched off to conserve energy. In similar ways, those landfills where they can seep into the
energy efficient lighting systems like LEDs have been environment and cause harm.
widely used in offices of the Bank. Your Bank used wide
glass windows to utilise maximum natural lights to The Bank has an efficient way of re-furbishing the slightly
conserve electricity used by the lighting system. old IT systems that can be used by staff who do not
require heavy data processing. Hence, the Bank reduces
Your Bank as part of its digital strategy is focussed the demand for new laptops/desktops despite the
on building an IT architecture in a manner to achieve increase in manpower. In many cases, when an IT
internal natural resource consumption efficiencies and engineer needs a new high end workstation to run
simultaneously minimising the carbon footprint. resource hungry programmes, the old computer is
perfectly adequate for use by someone doing Word
Statutory
Efforts made by the Bank for conservation of energy processing, spreadsheets or other less intensive tasks.
and This hand-me-down method allows two employees to get
absorption of technology have been detailed below: better systems than they had, while requiring the purchase
of only one new machine (thus saving money and avoiding
• Energy-efficient IT hardware unnecessary e-waste).
IT hardware assets used by your Bank comply
with the Environmental Protection Agency’s (EPA’s) Foreign exchange earnings and outgo
Energy Star guidelines for lower power consumption. During the year ended 31st March 2019, there were no
These IT assets include workstation, notebooks, servers, etc. foreign exchange earnings and the foreign exchange outgo
Further, your Bank is using multicore processors in was of `0.46 crore.
servers, which increases processing output without
substantially increasing energy usage. MD & CEO and CFO Certification
Financial
The MD & CEO and the CFO of the Bank have issued
• Digital Solutions
certificate certifying that the financial statements do
Your Bank is leading the digital banking revolution by not contain any materially untrue statements and these
operating ‘Paperless Account Origination’ through a TAB- statements represent a true and fair view of the Bank’s
based system, which has significantly reduced paper affairs. They also certify that no transactions entered
consumptions in the Bank. Under the ‘Go Green into during the year were fraudulent, illegal or violative
Programme’ all printers of the Bank are being configured of the Code of Conduct of the Bank. The certificate of
with both side printing and the size of e-receipts have been MD & CEO and CFO forms part of Annual Report.
reduced to print two slips on a single page. These
initiatives by the Bank have significantly reduced the SEBI (Listing Obligations and Disclosure
overall paper consumption within the Bank. Requirements) Regulations, 2015
During the period under review, the Bank has complied
• Using power management technology and best
with all the mandatory requirements of Regulation 17 to 27
practices
of SEBI (Listing Obligations and Disclosure Requirements)
Your Bank is a pioneer in adopting the latest operating and other applicable Regulations except for Regulation 24,
systems running on Advanced Configuration and Power which is not applicable to the Bank.
Interface (ACPI) enabled systems that incorporate power
saving features that automatically goes on power-saving Accounting Treatment
mode in case the system is idle for a specific time interval.
The Bank has adopted accounting policies that are in line
• Using Cloud-based and virtualised data centre with the accounting standards and financial statements
are prepared in adherence to the accounting policies,
The virtual and Cloud technology based servers are one of accounting standards and applicable provisions of the
the most energy efficient servers in the current technology Companies Act, 2013, SEBI (Listing Obligations and
era and the Bank invested on virtualisation and Cloud- Disclosure Requirements) Regulations 2015 and RBI
based technology to reduce the number of physical Guidelines in this regard.
servers.
Subsidiary and Associate Companies
• Recycling systems and supplies
During the period under review, the Bank does not have
The Bank is following an efficient way of managing aging any subsidiary or associate companies. Hence, Form AOC
IT systems to scale down the load on already overtaxed 1 as
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Growing the right way
Corporate
To,
5. We conducted our examination in accordance with the
The Members,
AU Small Finance Bank Limited Guidance Note on Corporate Governance Certificate
and the Guidance Manual on Quality of Audit &
Attestation Services issued by the Institute of
1. We have examined the compliance of conditions of
Company Secretaries of India (“ICSI”).
Corporate Governance of AU Small Finance Bank
Limited (“the Bank”) for the year ended on
Opinion
Statutory
31st March 2019 as stipulated in Regulations 17 to 27
and clauses (b) to (i) of Regulation 46 (2) and other 6. In our opinion and to the best of our information
applicable regulations of Chapter IV pertaining to and according to the explanations given to us and
Corporate Governance and paragraphs C, D and the representation made by the Directors and the
E of Schedule V of the Securities and Exchange management, we certify that the Bank has complied
Board of India (Listing Obligations and Disclosure with the conditions of Corporate Governance as
Requirements) Regulations, 2015 collectively referred stipulated in the above mentioned SEBI Listing
as (SEBI Listing Regulations). Regulations.
Management’s Responsibility for compliance with 7. We further state that such compliance is neither an
the conditions of SEBI Listing Regulations assurance as to the future viability of the Bank nor the
efficiency or effectiveness with which the
2. The compliance with the conditions of Corporate
management has conducted the affairs of the Bank.
Governance is the responsibility of the
Financial
management of Bank, including the preparation
Restriction on use
and maintenance of all relevant supporting records
and documents. This responsibility includes the 8. The certificate is addressed and provided to the
design, implementation and maintenance of internal members of the Bank solely for the purpose to enable
control and procedures to ensure the compliance the Bank to comply with the requirement of the
with the conditions of the Corporate Governance SEBI Listing Regulations and it should not be used
stipulated in SEBI Listing Regulations. by any other person or for any other purpose.
Accordingly, we do not accept or assume any
Auditor’s Responsibility liability or any duty of care for any other purpose or
to any other person to whom this certificate is
3. Our responsibility is limited to examining the
shown or into whose hands it may come without
procedures and implementation thereof, adopted
our prior consent in writing.
by the Bank for ensuring the compliance with the
conditions of the Corporate Governance. It is
neither an audit nor an expression of opinion on the For V. M. & Associates
financial statements of the Bank. Company Secretaries
(ICSI Unique Code P1984RJ039200)
4. We have examined the relevant records and
documents maintained by the Bank for the purposes sd/-
of providing reasonable assurance on the CS Manoj Maheshwari
compliance with the Corporate Governance Partner
requirements by the Bank. Date: April 22, 2019 FCS3355
Place: Jaipur C P No.: 1971
Recently, the Securities and Exchange Board of India (SEBI) YOUR BANK’S INITIATIVE FOR GOOD CORPORATE
has amended, SEBI (Listing Obligations and Disclosure GOVERNANCE
Requirements) Regulations, 2015 (Listing Regulations)
• Appropriate composition, size of the Board and
to bring in additional corporate governance norms.
commitment to adequately discharge its responsibilities
These norms provide for additional disclosures and
and duties
protection of investor rights, including equitable treatment
for minority and foreign shareholders. • Independent verification and assured integrity of financial
reporting
Over the last few decades, Corporate Governance is
• Transparency and independence in the function of the
getting ever increasing importance across the globe.
Board
Systems and policies are required to be upgraded
regularly, to meet the challenges of rapid growth in a • Adequate risk management and internal control
dynamic business environment.
• Codes, policies, process and systems are in place for
sound governance in the Bank
PHILOSOPHY ON CORPORATE GOVERNANCE
• Transparent and timely disclosure that ensure
Your Bank believes in nurturing long-term relationships compliance with all applicable statutory requirements
and encouraging an open dialog with all its key
constituents and build the governance structure based Your Bank adheres to all relevant codes and standards,
on trust for becoming an admired institution. Your and simultaneously provides flexibility and accommodates
Bank’s philosophy of corporate governance is always new approaches and ideas that are beneficial for the long-
aimed at value creation, ensuring integrity and term interest of stakeholders.
transparency in its operations, keeping the interest of all
stakeholders protected in the most inclusive way. The AU Bank always aim at institutionalising accountability,
organisation believes that timely and accurate transparency and equality of treatment for all its
communication with stakeholders enables it to build an stakeholders, as central tenets of good corporate
environment where confidence, trust and mutual governance. The Board is collectively responsible for
respect is continuously enhanced. ensuring that processes are structured to direct the
Bank’s actions, assets and agents to achieve the aim of
The corporate governance mechanism of your Bank is maximisation of stakeholders’ value.
aimed at creating and nurturing a valuable bond with
stakeholders to maximise stakeholders’ value. Your Bank
has conducted itself by adhering to the core values of
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Growing the right way
Corporate
Your Bank believes in corporate governance beyond regulatory requirements as there exists a fundamental link among
businesses, corporate responsibility and shareholder’s wealth maximisation. The AU Bank Corporate Governance
Tenets are mentioned below.
Statutory
AU CORPORATE GOVERNANCE TENETS
Financial
T
k
BOARD OF DIRECTORS
Non-executive Directors. The Chairman of the Board and
The composition of the Board of Directors of the Bank is three (3) other Directors are Independent including one (1)
in accordance with the Banking Regulations Act, 1949, Woman Independent Director.
Regulation 17 of the Listing Regulations, Companies Act,
2013 and rules made thereunder, the Articles of Seven (7) Board meetings were held during FY 2018-19
Association of the Bank and it consist of eminent on 26th April 2018, 19th May 2018, 07th August 2018,
individuals possessing professionalism, knowledge and 13th October 2018, 29th October 2018, 22nd November 2018
experience in the field of accountancy, economics, and 17th January 2019.
finance, law, small-scale industry and taxation as
required in the banking industry. All Board meetings were held and convened by giving
proper notices and within the stipulated timelines as
The Board of Directors of the Bank has an optimum provided under the Companies Act, 2013, Secretarial
combination of Independent, Non-executive and Executive Standard and other regulatory requirements.
Directors. As on 31 st March 2019, the Board of Directors
comprises seven (7) Directors, out of which five (5) are
BOARD
BOARD COMMITTEES
Mr. Raj Vikash Verma Ms. Jyoti Narang Mr. Mannil Venugopalan Mr. Krishan Kant Rathi
Chairman Chairman Chairman Chairman
Stakeholders Relationship Committee
Corporate Social Responsibilty Committee
Risk Management Committee Audit Committee
Customer Service Committee Nomination
Review of Classification of Wilful Defaulter and Remuneration Committee
Committee
Disciplinary Committee Special Committee for Fraud MonitoringIT Strategy and Information System Security C
Management Committee
Product(ALCO)
Asset Liability Management Committee Approval Committee Standing Committee on CustomerCommittee
Service for Outsourcing of IT and Financial Servic
Credit Risk and NPA Management Committee
Premises and Procurement Committee
IT Steering and Information Security
Executive
Committee
Committee
Investment Committee Operational Risk Management Credit
Wilful Defaulter Identification Committee Committee
Committee
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Growing the right way
The names and categories of Directors, their attendance at the Board Meetings held during FY 2018-19 and at the last
Corporate
Annual General Meeting, the number of Directorships and Committee positions held by them in public limited companies
and private limited companies (excluding the Bank) are disclosed below.
Board
No. of Board Number of
Meeting Attendance at No. of Committee
Name of Meetings Directorships No. of
entitled the Last AGM positions held in
Sr.No Director/ Category attended held in Other Equity
to attend held on Other Companies
Chairman during the Companies Shares held
during 7th August 2018 (**)
FY 2018-19 (*)
FY 2018-19
Chairman Member
Statutory
Venugopalan -Independent
Director (Non-
executive)
2 Mr. Sanjay Promoter- Managing 7 7 Yes Nil Nil Nil 5,67,66,359
Agarwal Director &
CEO (Executive)
3 Mr. Krishan Independent Director 7 7 Yes 11 Nil 3 94,289
Kant Rathi (Non-executive)
4 Ms. Jyoti Independent Director 7 7 Yes 3 Nil Nil 2,414
Narang (Non-executive)
5 Mr. Uttam Whole Time Director 7 7 Yes Nil Nil Nil 35,44,673
Tibrewal (Executive)
6 Mr. Raj Vikash Independent Director 7 7 Yes 5 Nil Nil Nil
Financial
Verma (Non-executive)
7 Mr. Narendra Additional Director 6 3 No 11 1 2 Nil
Ostawal (Non- executive)
1. Mr. Narendra Ostawal ceased to be the Nominee Director of the Bank w.e.f. closing of business hours on 16th January 2019.
2. Mr. Narendra Ostawal was representing as Nominee Director on behalf of Redwood Investments Ltd. in capacity of Equity Investor.
3. Mr. Narendra Ostawal has been appointed as the Additional Director (Non-executive) by the Board of Directors in their meeting held on
17th January 2019.
4. No inter-se relationship among any of the Directors.
5. None of the Directors belong to promoter and promoter group except for Mr. Sanjay Agarwal.
6. None of the Directors of the Bank were members of more than 10 committees or acted as Chairman of more than 5 committees across all
Public Limited Companies in which they were Directors
7. None of the Directors held directorship in more than 10 Public Limited Companies.
8. None of the Independent Directors of the Bank served as Independent Director in more than seven listed companies.
9. None of the Non-Executive Directors hold any convertible instruments in the Bank.
*
Includes Directorship in foreign companies, private limited companies and Section 8 companies.
**
Chairpersonship and membership of the Audit Committee and the Stakeholders Relationship Committee has been considered.
Mr. Mannil Venugopalan Shreyas Shipping and Logistics Limited Independent Director
Dewan Housing Finance Corporation Limited* Independent Director
Mr. Krishan Kant Rathi Future Consumer Limited Non-executive Director
Aavas Financiers Limited Independent Director
Ms. Jyoti Narang Nil Not Applicable
Mr. Raj Vikash Verma Nil Not Applicable
Mr. Narendra Ostawal Laurus Labs Limited Non-executive Director
Capital First Limited** Non-executive Director
Mr. Sanjay Agarwal Nil Not Applicable
Mr. Uttam Tibrewal Nil Not Applicable
* Mr. Mannil Venugopalan has ceased to be the Director of Dewan Housing Finance Corporation Limited w.e.f 30th March 2019
**Mr. Narendra Ostawal has ceased to be Director of Capital First Limited w.e.f. 18th December 2018
118|
Growing the right way
The Bank duly adheres to the process and methodology As on 31st March 2019 audit committee comprised six (6)
prescribed by RBI i.e. ‘Fit and Proper’ criteria applicable to Directors as its members, all of them being financially
Corporate
private-sector banks, signing of deed of covenants, which literate and of which four (4) are Independent Directors.
binds the Directors to discharge their responsibilities to The composition of the Committee is in adherence to
the best of their abilities, individually and collectively to provisions of Companies Act, 2013 and Listing
be eligible to be appointed as a Director of a Bank. At Regulations.
the time of their appointment/re-appointment on the
Board, prescribed declarations are obtained from the The committee met five (5) times during the year
Directors and submitted to Nomination and under review on 26th April 2018, 07th August 2018,
Remuneration Committee (NRC) for their review and put 13th October 2018, 29th October 2018 and 17th January 2019.
forth for the noting of the Board on the recommendation
of the NRC. The Board of Directors has formed and approved a
charter for the Audit Committee setting out the roles,
Statutory
NRC reviews the structure, size, composition mix of the responsibilities and functioning of the Committee.
Executive and Non-executive Directors, their background, In addition to adherence to the provisions of the
exposure, industry experience, expertise and other Companies Act, 2013 and Listing Regulations and all other
relevant information and documents of proposed applicable regulatory requirements, the terms of reference
Director(s) before making recommendation to the Board of the Audit Committee is broadly covered by its charter.
for their appointment, re-appointment, remuneration and
assignment of duties. While reviewing potential candidates Its functioning inter alia broadly includes the following:
their knowledge in the field of accountancy, agriculture,
rural economy, banking, co-operation, economics, finance, • Review and approve nature and scope of the internal
law, small-scale industry, information technology, core audit function and ensure it has adequate resources,
industries, infrastructure sector, payment & settlement skills, qualifications and appropriate access to
systems, human resource, risk management, and business information to enable it to perform its function
Financial
management as stipulated under section 10A of effectively
Banking Regulation Act, 1949 is considered by the
Committee. This ensures that people who have relevant • Monitor the reporting of issues identified by internal
specialised knowledge, expertise, practical experience auditors to the management according to the defined
and skills to serve the diverse business interest of the frequencies and ensure that corrective actions are being
Bank are inducted to the Board. undertaken in a timely manner
• Consider major findings of internal quarterly, semi-
BOARD COMMITTEES annual and annual audit reviews and management’s
response; and to promote coordination between the
The Board has constituted various Committees of internal and external auditors and review management
Directors to monitor the activities in accordance with letter(s) and management response to the findings,
Board-approved terms of reference. The Board recommendations of the external auditor(s)
Committees focus on specific areas and take informed
decisions on the specific businesses assigned to them in • Ensure that the Bank properly documents the
the best interest of the Bank. The Committees also identified risks and the related policies and assesses
make specific recommendations to the Board on whether awareness and identification of risks are
various matters whenever required. All observations, percolating to all levels and ascertains that systems
recommendations and decisions of the Committees are are in place for adherence to all regulations
placed before the Board for information or for approval. • Review and monitor compliance function, its policies and
Implementation of Compliance Frameworks of the Bank
The Bank has eleven Board Committees as on
31st March 2019, which are described below: • To recommend the appointment including terms of
appointment and removal of statutory, internal and
1. Audit Committee Secretarial Auditors, fixation of audit fees and also to
approve payment for other services
The Audit Committee has been constituted by the Bank in
terms of provisions of Section 177 of the Companies Act, • To review Annual Long Form Audit Report as prepared
2013 and Regulation 18 of Listing Regulations and is chaired by the Statutory Auditors along with Management
by Independent Director. response.
• To review, with the management, the statement of
uses/application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.) including
statement of deviation, if any
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Growing the right way
• Provide appropriate and prompt reporting to the Board The Chief Risk Officer (CRO) of the Bank reports directly
Corporate
of Directors to fulfil the oversight responsibilities of to the Managing Director & CEO of the Bank. The CRO of
the Board of Directors the Bank oversees the risk management function and is
responsible for developing and setting the risk
• Review reports from management concerning:
management framework, developing and maintaining
a) Risk management framework (i.e. principles, policies, systems and processes to identify, approve, measure,
strategies, process and controls) and to ensure that monitor, control and report risks, developing risk controls
the same is being communicated throughout the Bank and mitigation processes and ensuring adherence to the
Risk Appetite established by the Board.
b) Changes in the factors relevant to the projected
strategy, business performance and capital adequacy The CRO of the Bank is independent of the business
lines and is actively involved in key decision-making
Statutory
c) Implications of new and emerging risks, legislative processes. The CRO of the Bank has unfettered access to
or regulatory initiatives and changes, organisational Board members & discusses with the RMCB Committee
change and all other major initiatives members without the presence of other executive
management of the Bank.
• Review reports from management concerning changes
in the factors relevant to the projected strategy, business The particulars of attendance of members at the
performance or capital adequacy committee meetings are given as Annexure A of Corporate
Governance Report.
• Review reports from management concerning
implications of new and emerging risks, legislative or Composition of the Risk Management Committee
regulatory initiatives and changes, organisational change
S. No. Name Position
and major initiatives, in order to monitor them
Financial
1 Mr. Mannil Venugopalan Chairman 2
• Ensure adherence to the extant internal policy guidelines
Mr. Raj Vikash Verma Member
and regulatory guidelines published from time to time
3 Ms. Jyoti Narang Member
• Review performance and set objectives for the Chief 4 Mr. Sanjay Agarwal Member
Risk Officer (CRO) and ensure the CRO has unfettered 5 Mr. Narendra Ostawal Member
access to the Board
• Oversee statutory/regulatory reporting requirements
3. Nomination and Remuneration Committee
related to risk management
(NRC)
• Monitor and review capital adequacy computation with
The NRC has been constituted by the Bank in terms of
an understanding of methodology, systems and data
Provisions of Section 178 of the Companies Act, 2013 and
• Approve the stress testing results/analysis and Regulation 19 read with Part D of Schedule II of Listing
periodically monitor the action plans and corrective Regulations and is chaired by Independent director.
measures in line with internal guidelines
• Monitor and review non-compliance, limit breaches, As on 31st March 2019, the NRC comprised four (4) Directors
audit/regulatory findings and policy exceptions with
as its members, all of them being Non-executive Directors.
respect to risk management as well as frauds and The composition of the Committee is in adherence to
potential losses provisions of Companies Act, 2013 and Listing
• Reviewing and confirming orders/decisions about Regulations.
wilful
defaulters The committee met six (6) times during the year
under review on 25th April 2018, 06th August 2018,
• Oversee the working of the Credit Risk & NPA 30th August 2018, 13th October 2018, 22nd November 2018
Management Committee (CRNPAC) for Retail and Small and 17th January 2019.
& Mid Corporate, Asset and Liability Management
Committee (ALCO) The Board of Directors has formed and approved a charter
• Review and ensure that all systems are being for the NRC setting out the roles, responsibilities and
implemented in the Bank with adequate security functioning of the Committee. In addition to adherence to
controls the provisions of the Companies Act, 2013 and Listing
Regulations the terms of reference of NRC is covered by
• Review information security events and security related its Charter and its functioning broadly inter alia includes
audit items periodically the following:
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Growing the right way
Performance evaluation is carried out on the basis of 5th January 2017 and Secretarial Standards issued by the
Corporate
criteria and mechanism adopted by the Board of Directors Institute of Company Secretaries of India, Independent
as recommended by the NRC. The said evaluation is Directors of the Bank in their meeting:
carried out on the basis of below parameters:
I. Reviewed the performance of Non-independent
• Performance of Directors was evaluated on the basis Directors and the Board as a whole
of their qualifications, experience, knowledge and
competency, fulfilment of functions, ability to function as II. Evaluated the performance of the Chairperson of
a team, initiatives undertaken, availability and the Bank, taking into account the views of Executive
attendance, commitment, contribution and integrity, Directors and Non-executive Directors
leadership, value creation, governance, impartial
approach and shareholders’ interest III. Assessed the quality, quantity and timeliness of flow
Statutory
• Performance of the Board as a whole, including the of information between the Bank’s management and
structure of the Board, meetings of the Board, functions the Board that is necessary for the Board to
of the Board were reviewed and evaluated effectively and reasonably perform its duties
Financial
The Board evaluation was conducted through Agarwal, Managing Director & CEO and Mr. Uttam
questionnaire having qualitative parameters and feedback Tibrewal, Whole-time Director i.e. Executive Directors of
based on ratings assigned against each parameter. The the Bank.
performance evaluation of Independent Directors of the
Bank is carried out excluding the Director being evaluated, Remuneration paid to the Executive Directors is
Board as a whole and its committees by the Board of recommended by Nomination and Remuneration
Director of the Bank. Committee to the Board, the Board if deems fit, approves
the same and it is subject to shareholder’s approval.
In view of the guidance note on the Board evaluation issued
by the Securities and Exchange Board of India (SEBI) vide The remuneration paid to executive Directors were
circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated within the limits as approved by RBI.
The remuneration paid to Executive Directors is governed by employment agreement executed between the Bank and
Executive Directors.
(in `)
Mr. Sanjay Agarwal Mr. Uttam Tibrewal
S. No. Items Remuneration (p.a.) Remuneration (p.a.)
3 Provident Fund/Gratuity/Pension
-Provident Fund As applicable to all employees of the As applicable to all employees of the
-Gratuity Bank 23,670 Bank 23,670
3,25,176 2,81,892
4 Travelling and halting allowances On Actuals On Actuals
5 Medical reimbursement Ceiling of one month’s basic salary annually Ceiling of one month’s basic
or three months’ basic salary over 3 years salary annually or three months’
basic
salary over 3 years
6 Other benefits Total of `5,00,00,000 for heath, personal Total of `5,00,00,000 for heath, personal
- Insurance accidental insurance and Group accidental insurance and Group Insurance
Insurance Scheme, together Scheme, together
-Leave Travel Concession For self and family once, a year incurred For self and family once, a year incurred in
in accordance with Company rules. accordance with Company rules.
Corporate
and Share Transfer Agents, including appointment of
Pursuant to provisions of Section 178 of the Companies
new Registrar and Share Transfer Agent in place of
Act, 2013 and Regulation 20 of Listing Regulations, the Bank
existing one
has a Stakeholders Relationship Committee for resolving
the grievances of the security holders of the Bank, • Perform any other duties and responsibilities expressly
including complaints related to transfer of shares, non- delegated by the Board from time to time
receipt of annual report and others.
The Company Secretary acts as Secretary to the Committee.
As on 31 March 2019 the composition of Stakeholders
st
The particulars of attendance of members at the
Relationship Committee comprised three (3) members and committee meetings are given as Annexure A of Corporate
the Committee met four (4) times during the year under Governance Report.
review on 26th April 2018, 06th August 2018, 29th October
Statutory
Composition of the Stakeholders Relationship
2018 and 17th January 2019.
Committee
The Board has approved Charter for Stakeholders S. No Name Position
Relationship committee setting out roles and
responsibilities of the committee. Terms of reference
1 Mr. Raj Vikash Verma Chairman 2
of the Committee are in adherence to the Provisions as
Mr. Krishan Kant Rathi Member 3
stipulated under Section 178 of the Companies Act 2013
Mr. Sanjay Agarwal Member
and Regulation 20 read with Part D of the Schedule II of
Listing Regulations. Terms of reference are covered in
charter, which inter alia broadly includes the following: Investors Complaints
All shares of the Bank are in dematerialised form. The
• Change in any correspondence details of the Bank has appointed Link Intime India Private Limited as
Financial
shareholder(s) the Registrar and Share transfer agent of the Bank for
carrying out share transfer and other ancillary work related
• Develop and recommend improvements in the investor
thereto.
services initiatives undertaken by the Bank
• Review and address all matters pertaining to Link Intime India Private Limited has appropriate systems
Depositories for dematerialisation of shares of the to ensure that requisite service is provided to investors of
Bank and other matters connected therewith the Bank in accordance with the applicable corporate and
securities laws and within the adopted service standards.
• To oversee the performance of the Registrar and
The performance of the Registrar & Share Transfer
Transfer Agent of the Bank and recommends measures
Agent (RTA) is reviewed by the Stakeholders Relationship
for overall improvement in the quality of investor
committee in every quarterly meeting.
services
• Monitor the shareholding structure of the Bank, including Compliance Officer of the Bank
foreign holding in terms of FDI policy
Mr. Manmohan Parnami, Company Secretary designated
as compliance officer of the Bank.
During the year under review, complaints as stated below were received by the RTA for the period under review:
Number of Number of Number of
S. No Name Complaints received Complaints disposed Complaints remained
during the period of during the period unresolved
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Growing the right way
Terms of reference in addition to the regulatory • Perform such other duties with respect to CSR activities
requirements is governed by the charter, which broadly as may be required to be done under any law, statute,
inter alia includes the following: rules, regulations and others enacted by the Government
of India, the Reserve Bank of India or by any other
• Review the IT-related strategy and policy regulatory or statutory body
• Evaluate the investments made into IT infrastructure The particulars of attendance of members at the
to sustain the Bank’s growth Committee meetings are given as Annexure A of
Corporate Governance Report.
• Implement IT governance infrastructure covering basic
principles of value delivery, IT risk management, IT Composition of the Corporate Social Responsibility
resource management and performance management Committee
Corporate
inter alia includes the following: part of the borrower, borrowing company and its
Director/ Whole-time Director; and control, manage and
• Review the effectiveness of grievance redressal review wilful defaulters on a Bank-wide basis as
mechanism within the Bank for redressing complaints identified by the Wilful Defaulters Identification
received about services rendered by Business Committee.
Correspondents (BC)
Terms of reference in addition to the regulatory
• Evaluate the trend analysis of customer complaints
requirements is governed by the charter, which broadly
by product categories/channels/BCs and monitor
inter alia includes the following:
improvement plans
• Review and approve comprehensive Deposit Policy and • To review and confirm the order of Wilful Defaulters
Statutory
seek to address issues such as treatment of death of a Identification committee
depositor for operations in such accounts
• Identification of wilful defaulters based on thorough
• Assess Banking Ombudsman awards on a periodic review and examination of the borrower, borrowing
basis, address systemic deficiencies brought out by company and its Director/Whole-time Director
these awards and report cases with delayed
• Identification of critical areas leading to additions of
implementation of more than three months to the
Board with reasons for delay to facilitate necessary wilful defaults and examine evidence of wilful default on
remedial action on priority the part of the Bank’s borrowers
• Review statement of complaints, along with an analysis • Identification of the cause of delay in detection of wilful
of complaints defaults
• Review the performance of ‘Standing Committee for • Issue show cause notice to concerned borrower and
Financial
Customer Services’ and other Sub Committees the Promoter/Whole-time Director and call for their
submissions and after considering their submissions,
• Benchmark review of turnaround time for key products issue an order recording the details and reasons of wilful
offerings and monitoring improvement plans put in place default
The particulars of attendance of members at the • Make recommendations and assist the management to
Committee meetings are given as Annexure A of design mechanisms to improve the process.
Corporate Governance Report.
• Technical knowledge of the staff and to share leading
Composition of the Customer Service Committee practices to early identify the wilful defaulters
S. No Name Position The particulars of attendance of members at the
Committee meetings are given as Annexure A of
1 Ms. Jyoti Narang Chairperson 2
Corporate Governance Report.
Mr. Mannil Venugopalan Member 3 Mr.
Sanjay Agarwal Member Composition of the Review of Wilful Defaulters
Committee
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Growing the right way
Terms of reference in addition to the regulatory • Setting up of a transparent mechanism to decide and
requirements is governed by the charter, which broadly resolve complaints from employees and take appropriate
inter alia includes the following: corrective action plan
• Resolution of complaints received by the Bank including
• Monitor and review all frauds of `1 crore and above sexual harassment and enforce disciplinary action
• Identify the system lacunae if any that facilitate against the erring employees
perpetration of the fraud and put in place measures to • Taking appropriate remedial measures to respond to
plug the same any substantiated allegations of a complaint (sexual
• Evaluation of existing systems and procedures for fraud harassment or disciplinary) against an employee
detection and prevention • Promote appropriate working conditions and a safe
• Identify the reasons for delay in detection, if any, in environment for all employees
reporting to top management of the Bank and RBI As on 31st March 2019 Composition of Disciplinary
• Review the efficacy of the remedial action undertaken to Committee comprised five (5) members and the
prevent recurrence of frauds, such as strengthening of Committee has met two (2) times during the year under
internal controls review on 25th April 2018 and 29th October 2018.
• Monitoring progress of police investigation and recovery Terms of reference in addition to the regulatory
position and ensure that staff accountability is examined requirements is governed by the charter, which broadly
at all levels in all fraud cases and staff side action, if inter alia includes the following:
required, is completed quickly without loss of time
• Put in place other measures to strengthen preventive • Maintaining complete confidentiality and protection of
measures against frauds identity of the whistle blowers/complainants.
The particulars of attendance of members at the • Creating awareness of the rights of female employees
Committee meetings are given as Annexure A of with regards to sexual harassment.
Corporate Governance Report. • Take necessary steps to assist the affected person in
Composition of the Special Committee for terms of support and preventive action if the instance
Fraud Monitoring of sexual harassment occurs as a result of an act or
omission by any outsider.
S. No Name Position
• Initiate disciplinary actions such as fine or
1 Mr. Mannil Venugopalan Chairperson 2 suspension or termination against the responsible
Mr. Raj Vikash Verma Member 3 Mr. employee if an improper/unethical act is proved.
Krishan Kant Rathi Member 4 Mr.
Sanjay Agarwal Member 5 Mr. • Review number and nature of complaints received
Uttam Tibrewal Member from the whistle-blowing platform and resolution
status of the same.
Corporate
given as Annexure A of Corporate Governance Report. officers of the Bank sanctioned by the appropriate
authority should be reported to the Board through
Management Committee.
Composition of the Disciplinary Committee
• Any company in which any of the relatives of any senior
S. No Name Position
officer of the financing bank holds substantial interest
1 Ms. Jyoti Narang Chairperson 2 or is interested as a director or as a guarantor, such
Mr. Krishan Kant Rathi Member 3 Mr. transaction should also be reported to the Board through
Sanjay Agarwal Member 4 Mr. Management Committee.
Uttam Tibrewal Member 5 Mr.
• Sanction of proposals with exposure of more than `25
Narendra Ostawal Member
lakh to:
Statutory
(i) Any relative of the Chairman/Managing Directors
11. Management Committee or other Directors of the Bank
The Management Committee has been constituted to
(ii) Any relative of the Chairman/Managing Director
consider all matters of credit approvals including sanction
or other directors of other banks
of loans and advances, modifications in terms and
conditions etc. The committee is also responsible for (iii) Any firm in which any of the relatives as
compliance of RBI directives on loans & advances and mentioned in (i) & (ii) above is interested as a
monitoring of credit proposals. The Committee is headed
partner or guarantor
by an Independent Director who shall be chairman of
the committee.
(iv) Any company in which any of the relatives as
mentioned in (i) & (ii) above hold substantial
Financial
As on 31 March 2019 composition of Management
st
interest or is interested as a director or as a
Committee comprised three (3) members and committee
guarantor
has met one (1) time during the year under review on
17th January 2019.
The particulars of attendance of members at the
Committee meetings are given as Annexure A of
Terms of reference in addition to the regulatory
Corporate Governance Report.
requirements is governed by the charter, which broadly
inter alia includes the following:
Composition of the Management Committee
S. No Name Position
• To approve credit facilities `50 crore & above to New
Exposure/Loan to Existing Customers along with 1 Mr. Mannil Venugopalan Chairman
Existing facility. 4 Mr. Raj Vikash Verma Member
5 Mr. Sanjay Agarwal Member
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Growing the right way
Annexure A
Audit Committee 5 5 5 5 NA 5 5 3
Risk Management Committee 4 4 4 4 NA NA 4 2
Nomination and 6 6 6 NA NA 6 NA 4
Remuneration Committee
Stakeholders Relationship 4 4 4 4 NA NA NA 2
Committee
IT Strategy & Information 4 NA 4 4 4 4 4 2
Systems Security Committee
Corporate Social 2 2 2 2 NA 2 2 NA
Responsibility Committee
Customer Service Committee 4 NA NA 4 4 4 4 2
Review of classification of 4 4 4 4 4 NA 4 NA
Wilful Defaulter
Special Committee for 1 1 1 1 1 1 1 NA
Fraud Monitoring (SFMC)
Disciplinary Committee 2 NA 2 2 2 2 NA 2
Management Committee 1 1 NA 1 NA NA 1 NA
Audit Committee
Mr. Narendra Ostawal ceased to be the member of the committee on 16th January 2019 and was re-appointed as a member of the committee
w.e.f. 17th January 2019.
Risk Management Committee
Mr. Narendra Ostawal ceased to be the member of the committee on 16th January 2019 and was re-appointed as a member of the committee
w.e.f. 17th January 2019.
Mr. Krishan Kant Rathi ceased to be a member of the committee w.e.f. 17th January 2019.
Ms. Jyoti Narang was appointed as a member of the committee w.e.f. 17 th January 2019.
Nomination & Remuneration Committee
Mr. Narendra Ostawal ceased to be the member of the committee on 16th January 2019 and was re- appointed as a member of the committee
w.e.f. 17th January 2019.
Stakeholder Relationship Committee
Mr. Narendra Ostawal ceased to be member of the committee w.e.f. 16th January 2019.
Mr. Mannil Venugopalan ceased to be a member and the chairman of the committee w.e.f. 17 th January 2019.
Mr. Raj Vikash Verma was appointed as a member and the chairman of the committee w.e.f. 17th January 2019.
IT Strategy & Information Systems Security Committee
Mr. Narendra Ostawal ceased to be the member of the committee on 16th January 2019 and was re- appointed as a member of the committee
w.e.f. 17th January 2019.
Mr. Sanjay Agarwal ceased to be a member of the committee w.e.f. 17th January 2019.
Ms. Jyoti Narang ceased to be a member of the committee w.e.f. 17th January 2019.
Customer Service Committee
Mr. Narendra Ostawal ceased to be a member of the committee w.e.f. 16 th January 2019.
Mr. Raj Vikash Verma ceased to be a member of the committee w.e.f. 17 th January 2019.
Mr. Uttam Tibrewal ceased to be a member of the committee w.e.f. 17th January 2019.
Mr. Mannil Venugopalan was appointed as a member of the committee w.e.f. 17th January 2019.
Special Committee for Fraud Monitoring
Ms. Jyoti Narang ceased to be a member of the committee w.e.f. 17th January 2019.
Disciplinary Committee
Mr. Narendra Ostawal ceased to be the member of the committee on 16th January 2019 and was re- appointed as a member of the committee
w.e.f. 17th January 2019.
Mr. Krishan Kant Rathi ceased to be the Chairman of the committee w.e.f. 17th January 2019.
Ms. Jyoti Narang was appointed as the Chairman of the committee w.e.f. 17th January 2019.
Corporate
Financial Year - 1st April, 2018 to 31st March 2019
The details of the location and time of the last three Annual General Meetings are given below:
11.00 AM Flexible Room, B-11-E, behind 1. Authorisation to borrow money in excess of paid up
CEG Building Malviya Nagar, capital and free reserves of company U/s 180 (1) (c)
Industrial Area, Malviya of the companies Act, 2013
Nagar, Jaipur – 302017 2. Authorisation to sell, lease or otherwise dispose of
the assets of the Company for such borrowings u/s
Section 180(1)(a) of the Companies Act, 2013;
Statutory
3. Alteration of Existing Articles of
Association of the Company.
2016-17 27 September 2017
th
Financial
Marg, 22 Godam Circle, C– 2. To approve issue of securities/bonds/other
Scheme, Jaipur-302001 permissible instruments, in one or more tranches
3. To approve AU Small Finance Bank Limited
Employee Stock Option Scheme 2018
Resolutions passed in the Extraordinary General Meeting (EGM) of the Bank held during the Financial
Year 2018-19, by means of a Special Resolution
During the year under review, Extraordinary General Meeting of the Bank was held on 15th June 2018, wherein the
approval of the Members was sought for the following matters, by means of a special resolution.
Year Date & Time Venue Special Resolutions Passed
04:00 PM Bank house, Mile 0, Ajmer Road, Issuance of Equity shares and convertible warrants on
Jaipur - 302001 preferential Basis
POSTAL BALLOT
Companies (Management and Administration) Rules, 2014
During the period under review, no special resolutions has and any other applicable provisions of the Companies Act,
been passed by the Bank through postal Ballot However, 2013, as amended from time to time the Bank has passed
pursuant to the Provisions of Section 108 and Section the following resolution as Ordinary Resolution through
110 of the Companies Act, 2013 read with Rule 22 of the Postal Ballot on 20th October 2018.
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Growing the right way
Corporate
Below table covers the Credit Ratings of the Bank as on 31st March 2019
Nature of Debt Instrument Nature of Term India Ratings CRISIL ICRA CARE
During the year, credit rating of the Bank was upgraded by ICRA & CRISIL from A+/Positive to AA-/Stable, respectively.
Statutory
The Company Secretary & Compliance Officer,
complied with the said code is annexed to this report.
AU Small Finance Bank Limited
Registered Office: 19-A, Dhuleshwar Garden, Ajmer Road,
3. Code of Conduct for Prohibition of Insider Trading
Jaipur - 302001
Tel: +91-141-4110060/6660666 | Fax: +91-141-4110090 The Bank has formulated a code for the prohibition of
Email: investorrelations@aubank.in insider trading in the shares of the Bank. The Code of
Conduct - Prohibition of Insider Trading Policy, inter
LISTING ON STOCK EXCHANGE(S) alia, prohibits purchase/sale of shares of the Bank
by designated persons and other connected persons
BSE Limited- SCRIP CODE: 540611
while in possession of unpublished price sensitive
P J Towers, Dalal Street, Fort, Mumbai - 400001 information in relation to the Bank.
National Stock Exchange of India Limited-
Financial
The Code requires designated persons to obtain pre-
SYMBOL: AUBANK clearance from the Compliance Officer for dealing in
the Bank’s securities beyond prescribed threshold
Exchange Plaza, Bandra-Kurla Complex, Bandra (East),
limits. The designated persons are also prohibited
Mumbai - 400 051
from entering contra trades on the floor of the Stock
ISIN: INE949L01017
Exchange(s) and from dealing in securities of the
Bank’s Listed Client Companies during the period(s)
Bank has deposited the annual listing fees to the stock
notified to them.
exchange(s) where the securities of the Bank are listed.
The Bank periodically reviews the efficacy of its
PLANT LOCATION systems, controls and processes to ensure that
access to unpublished price sensitive information
As the Bank is engaged in the business of
relating to its financial results or that of its
banking/financial
securities is on a need to know basis.
services, there is no plant location.
4. Related party Transactions
OTHER DISCLOSURES
All transactions entered into with Related Parties as
1. CEO and CFO Certification defined under the Companies Act, 2013 and
Managing Director & CEO and CFO of the Bank have Regulation 23 of the Listing Regulations, during the
issued a certificate in terms of Regulation 17(8) of financial year, were in the ordinary course of business
and on arm’s length pricing basis and do not attract
the Listing Regulations, certifying that the financial
statements do not contain any materially untrue the provisions of Section 188 of the Companies Act,
statement and these statements represent a true and 2013. There were no materially significant transactions
fair view of the Bank’s affairs. The said certificate is with related parties, during the financial year, which
annexed to the Corporate Governance Report. conflicted with the interest of the Bank. Suitable
disclosure as required by the Accounting Standards
2. Code of Conduct (AS-18) has been made in the notes to the Financial
Statements. The details of the transactions with
The Bank has formulated and adopted Code of related parties, if any, are placed before the Audit
Conduct for Directors and the Senior Management Committee from time to time.
Personnel of the Bank. A certificate issued by the
Managing Director & CEO of the Bank confirming Further, the Board of Directors has formulated a policy
that all the Directors on Related Party Transactions and materiality for
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Growing the right way
8. SEBI (LODR) Regulations For share transfers, dividend payments and all
other investor-related activities are attended to and
During the period under review, the Bank has
processed at the office of our Registrars & Share
complied with all the mandatory requirements of
Transfer Agents, i.e. Link Intime India Private Limited,
Regulation 17 to 27 and has also complied with
contact details of the agents are as specified above.
requirement of Schedule V of the of Listing
The Bank has Board approved ‘Investor Grievance
Regulations except for Regulation 24, which is not
Redressal Policy’ which lays down the simplified
applicable to the Bank. Further, the Bank has also
procedure for shareholders to submit their queries,
adopted certain voluntary compliance requirement concerns and grievances and process for timely
as stipulated in Companies Act 2013, Listing resolution. In case of shareholders having any
Regulations and other act, rules, regulations and queries, they can write at
guidelines as applicable on the Bank. investorrelations@aubank.in and for more
information about the Bank, investors can visit the
The Bank has also complied with Regulation 46 of Bank’s website at www.aubank.in
Listing Regulations.
12. Utilisation of Funds
The fund raised during the year, through private
placement of securities has been utilised to meet the
Corporate
growth plans and for other general corporate
The Board of Directors of the Bank at its meeting held
purposes.
on 22nd April 2019 recommended dividend of `0.75/-
per equity shares on face value of `10 per equity
13. Details in relation to the Sexual Harassment
shares subject to approval of members of the Bank in
of Women at Workplace (Prevention,
the 24th Annual General Meeting scheduled on 26th July,
Prohibition and Redressal) Act, 2013
2019. The payment period of dividend if approved by
S. No Particulars Number members will commence from 27th July 2019 and will
a. Number of complaints filed during 1 be completed by 25th August 2019.
the financial year
b. Number of complaints disposed of 1
during the financial year
Statutory
c. Number of complaints pending as on NIL
the end of the financial year
Financial
Sep-18 735.85 545.05 82,89,566 734.65 546.30 8,45,603
Oct-18 639.95 500.50 1,10,62,391 643.65 502.00 12,90,544
Nov-18 612.40 520.00 87,20,659 610.00 502.00 2,78,630
Dec-18 652.90 566.00 94,90,404 650.90 566.00 3,39,736
Jan-19 668.95 572.10 82,54,601 667.15 574.70 4,07,854
Feb-19 609.85 558.00 27,23,867 608.95 560.00 1,39,221
Mar-19 628.25 541.25 96,29,813 627.00 542.75 5,85,315
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Growing the right way
40,000
AUBank Sensex 800.00
750.00
38,000
700.00
36,000
650.00
34,000 600.00
550.00
32,000
500.00
30,000
450.00
28,000 400.00
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
12,000
AUBank Nifty 800.00
11,500 750.00
11,000 700.00
10,500 650.00
10,000 600.00
9,500 550.00
9,000 500.00
8,500 450.00
8,000 400.00
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
Corporate
Particulars No. of Shares %
Statutory
Foreign Portfolio Investors 6,94,59,585 23.76%
III Other Non-Institution
Body Corporates 1,55,31,829 5.31%
IV Individuals
(i) Individuals holding nominal share capital upto 2 lakh 1,02,07,799 3.49%
(ii) Individuals holding nominal share capital in excess of 2 lakh 1,50,56,625 5.15%
V Trusts 16,272 0.01%
VI Non Resident Indians (Non Repat) 17,10,130 0.58%
Non Resident Indians (Repat) 5,15,444 0.18%
VII Hindu Undivided Family 4,61,334 0.16%
VIII Clearing Members 4,39,238 0.15%
Financial
IX Foreign Nationals 4,26,41,879 14.59%
X Alternative Investment Fund 17,65,547 0.60%
XI NBFCs registered with RBI 56,814 0.02%
Total 29,23,57,486 100%
List of Shareholders holding more than 1% share in the Bank as on 31st March 2019
S. No Name No. of Shares % of Shares
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Growing the right way
Corporate
I confirm that Bank has obtained from all the members of the Board and Senior Management Personnel, affirmation that
they have complied with the ‘code of Conduct’ for financial year 2018-19.
Statutory
CEO & CFO CERTIFICATION
We, Sanjay Agarwal, Managing Director & CEO and Deepak Jain, Chief Financial Officer, of AU Small Finance Bank Limited
hereby certify that:
a. We have reviewed financial statements and the cash flow statement for the year ended 31 st March 2019 and that to
the best of our knowledge and belief:
Financial
i. These statements do not contain any materially untrue statement or omit any material fact or contain any
statements that might be misleading.
ii. These statements together present a true and fair view of the Bank’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
b. There are to the best of our knowledge and belief, no transactions entered into by the Bank during the year which
are fraudulent, illegal or violative of the Bank’s Code of Conduct.
c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Bank pertaining to financial reporting and have
disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if
any, of which we are aware and the steps we have taken or proposed to take to rectify these deficiencies.
i. Significant changes in internal control over financial reporting during the year;
ii. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements; and
ii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having significant role in the Bank’s internal control system over financial reporting.
Yours faithfully
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Growing the right way
To,
The Members,
1. In our opinion and to the best of our information and according to the representation made by the directors of
AU Small Finance Bank Limited (“the Bank”), we certify that none of the directors on the Board of the Bank
have been debarred or disqualified from being appointed or continuing as directors of companies by the
Securities and Exchange Board of India or Ministry of Corporate Affairs or Reserve Bank of India or any such
statutory authority.
2. The certificate is addressed and provided to the members of the Bank solely for the purpose to enable the Bank to
comply with the requirement of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
it should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any
liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into
whose hands it may come without our prior consent in writing.
Corporate
Annual Report on Corporate Social Responsibility (CSR)
[Pursuant to clause (o) of sub-section (3) of section 135 of the Act and Rule 9 of the Companies (Corporate Social
Responsibility) Rules, 2014]
Our CSR Policy
Statutory
The Corporate Social Responsibility Policy (CSR Policy) of the Bank establishes a framework for compliance with CSR
provisions covering social projects and ensuring the implementation of CSR initiatives in letter and spirit as
specified in Schedule VII of the Companies’ Act, 2013 (excluding the activities pursued in the normal course of business)
and the expenditure thereon.
The Bank continues to focus on undertaking social welfare and sustainable development programmes that has
widespread positive impact on the larger section of society for achieving gradual upliftment of deprived underprivileged
communities in rural, semi-urban and local areas where operations of the Bank are carried out.
During the year, the Bank started realising the long-term strategy on CSR initiatives and set up the trust ‘AU Foundation’,
for driving CSR projects of livelihood enhancement through vocational training, digital and financial literacy, promoting
sporting talent for nationally recognised sports and others. AU Foundation, as a part of its initiatives, dedicated its
Financial
activities towards AU Skills Academy, AU Sports Village and Financial Literacy Camps, among others. AU Foundation
also supported several NGOs for job-oriented camps for women enhancing their livelihood, self-dependence and
empowerment. The Bank continued to thrust on social development initiatives through implementing partners for
carrying out CSR activities during the year. The Bank has also carried out direct initiatives as a part of CSR activities like
installation of water coolers, health and eye check-up camps and promotion of education through various NGOs for
upliftment of children living in slums.
The Bank’s approach led to the emergence of key priority areas for CSR as mentioned below:
1. Livelihood Enhancement
2. Sports for Development
3. Financial & Digital Literacy
4. Other areas permissible under the applicable CSR provisions
140|
3. AVERAGE NET PROFITS OF THE BANK FOR THE LAST THREE FINANCIAL YEARS: `407.74 Crore
Annual Report 2018-
1 Projects of AU Foundation • Clause (ii): Livelihood Enhancement Jaipur, 265.00 76.50 76.50 Amount spent through
1. AU Skills Academy • Clause (ii): Promoting Education – Rajasthan & Delhi AU Foundation for
2. AU Udhyogini Financial literacy CSR activities as per
3. AU Financial literacy awareness • Clause (vii): Training to promote rural the Schedule VII
4. AU Bank Sports Village sports, nationally recognised sports,
Paralympics sports and Olympics sports
2 Promoting of Education Clause (ii): Promoting education, including Rajasthan & 200.00 159.53 746.93 • Directly
1. Vocational Training special education and employment Maharashtra • Through implementing
2. Financial & Digital Literacy enhancing vocation skills, especially among agencies - Lok Kala Jagrati &
3. Primary Education etc. children, women, elderly, and the differently Vikas Sansthan/Gramodaya
4. Mid-Day Meal programme abled and livelihood enhancement projects; Samajik Sansthan/
Gram Chetna Kendra/
Development initiatives
3 Promoting preventive Clause (i): Eradicating hunger, poverty Rajasthan, Haryana & 150.00 83.57 299.13 • Through implementing
healthcare and malnutrition, promoting healthcare, Maharashtra agencies (Shekhawati
1. Eye and Health Check-up including preventive healthcare and Agarwal Samaj
camps sanitation, including contribution to the Sansthan/Shri Shyam
2. Installation of Water Swachh Bharat Kosh setup by the Central Seva Mahotsav/
purifier and cooler Government for the promotion of sanitation SIDART/Akshaya
and making available safe drinking water Patra Foundation
4 Promotion of sports Clause (vii): Training to promote rural Rajasthan 300.00 72.18 216.80 • Directly
1. Sports for development sports, nationally recognised sports, & Punjab • Through implementing
activities Paralympic sports and Olympic sports agencies
2. Ab Jeetega India Initiative (Round Table India)
3. Round Table India
5 Measures for promoting Clause (iv): Ensuring environmental Rajasthan 40.00 13.72 55.71 Directly
animal welfare and ensuring sustainability, ecological balance, protection & Maharashtra
environment sustainability of flora and fauna, animal welfare
6 Promoting art and culture Clause (v): Art and Culture Bikaner, Jaipur & 50.00 12.40 121.74 • Through implementing
Rajasthan agencies (Lokayan/Hare
Krishna Mission)
7 Donation to recognised fund Clause (viii): Contribution to CM Relief Fund Kerala 49.5 18.24 18.24 Directly
and CM Distress Relief fund & Madhya Pradesh
8 Administrative expenditure Administrative expenditure inclusive of staff 55.50 22.66 34.16 -
salary for execution of CSR activities
1,110.00 458.80
DIRECT INITIATIVES communities, governments and other like-minded
Corporate
corporates and NGOs—for solving the pressing problems
Water coolers
and to foster prosperity in the society.
Access to clean and safe potable water is a matter of
national priority for public health but given the arid climate Their work has spread beyond core villages and by
in vast stretches of Rajasthan clean and safe potable working hand-in-hand with like-minded organisations, it
water is scarce in the state. The Bank is committed to aims to provide a positive impact on unrelenting issues that
provide support to make available safe drinking water to are currently inhibiting India.
areas where it operates. The Bank installed more than
110 safe drinking water dispensers/water coolers in and For the past 25 years, ACF has created significant impact
around Jaipur. by establishing the full-fledged research and monitoring
unit, along with numerous external, independent studies
Statutory
Health camps and eye check up camps that show significant changes in income levels, health
indicators, overall harmony and happiness. The skills
The Bank promotes the cause of good hygiene and
training programmes help the unemployed youth to garner
sanitation practices in the community for underprivileged
employable skills.
and poor people. It has been associated with Shekhawati
Agrawal Samaj in providing affordable and free healthcare
Round Table India
services to the poor. The Bank collaborated with them for
providing financial assistance to organise monthly health The Round Table is internationally a friendship
check up and eye check up camps, along with free OPD organisation, founded in Norwich, England by Louis
services in Jaipur. Marchesi, then a Rotarian in 1927. From a small group of
eight members, today it has grown to 43,000 members
CM Relief Fund (Kerala Flood of 2018) across 52 countries representing every corner of the world.
Round Table came to India in 1957 with the formation of
Financial
During the year under review, the state of Kerala faced
Madras Round Table No. 1 on 14th November 1962 by
extreme distress due to a catastrophic flood and rains.
John Barton with 100 members. Over the past four
For the relief and rehabilitation of the distressed, the Bank
decades, it has grown to become a 2,850-member strong
contributed CSR fund while the staff also contributed for
association. Round Table India has around 200 Tables
the noble cause.
located in 76 cities and towns, comprising businessmen,
entrepreneurs, technocrats and professionals. It consists
DETAILS OF IMPLEMENTING AGENCIES people who can rise above personal concerns to seek
and serve the larger needs of the community.
Akshaya Patra Foundation
The Akshaya Patra Foundation is a not-for-profit Gram Chetna Kendra
organisation headquartered in Bengaluru, India.
Gram Chetna Kendra was formed in 1986 by a group of
The organisation strives to eliminate classroom hunger
socially conscious individuals under the leadership of
by implementing the Mid Day Meal scheme in the
Mr. Om Prakash Sharma. Recognising the immense needs
government schools and government-aided schools.
of Rajasthan’s rural poor, this group decided to combine
Alongside, Akshaya Patra also aims at countering their unique knowledge, talents, skills and experience
malnutrition and supporting the right to education of socio-
economically disadvantaged children. to address the pressing issues facing individuals.
Therefore, in 1989, the organisation was registered as
AU Small Finance Bank is supporting this noble cause a voluntary, non-governmental organisation under the
and helping Akshaya Patra Foundation in Mid-Day meal Societies Registration Act and began formal operations
programme for over 10 years and helping them to serve from their campus which is located in the heart of the
Mid Day Meal programme in several districts of Rajasthan. project area in the village of Khedi Milak.
Established in 1993, Ambuja Cement Foundation (ACF) is Lok Kala Jagrati Vikas Sansthan is a non-profit organisation
a grassroots-level pan-India implementing organisation of Rajasthani lok artists, who are engaged in spreading
that harnesses the power of partnerships—between
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Growing the right way
Mohan Foundation The Bank set its priority area for CSR projects
covering financial and digital literacy, promotion of
It is a not-for-profit, non-governmental organisation sports and livelihood enhancement for rural
started to promote organ donation in 1997 in Chennai by development, enhancing financial and digital literacy
philanthropists and medical professionals. It has offices for enabling financial inclusion and skill development.
in Chennai, Hyderabad, Delhi-NCR, Chandigarh, Nagpur, The building of long-term capabilities requires detailed
Jaipur, Mumbai and USA. Mohan Foundation was started planning and execution due to which some projects
by a group of like-minded and concerned medical and non- could not be taken up fully, resulting in shortfall of
medical professionals committed to increasing the CSR expenditure.
reach of the Transplantation of Human Organs Act. The
Government of India passed this Act in 1994 to broaden Setting up of AU Foundation
the concept of organ donation and stop commercial
dealings in organs, especially kidneys. It is now possible to To have long-term and widespread impact, the
not only to donate one’s eyes, but also other vital organs Bank has set up ‘AU Foundation’ as a trust to
like the heart, lungs, liver, pancreas and kidneys. channelise its social investments and undertake
CSR activities for addressing the needs of
underprivileged section of society. In coming years,
6. REASON FOR NOT SPENDING 2% OF THE the Bank shall fully realise the potential of in-house
AVERAGE NET PROFIT OF THE LAST CSR team through relevant projects and shall
THREE FINANCIAL YEARS OR ANY PART partner with new credible implementing agencies
THEREOF to incur the CSR expenditure fully.
The Bank has been playing an active role in
community development through establishing AU 7. A RESPONSIBILITY STATEMENT OF THE CSR
Foundation and building strategic partnerships with COMMITTEE THAT THE IMPLEMENTATION
reputed implementation partners for achieving its AND MONITORING OF CSR POLICY IS IN
Corporate Social Responsibility objectives. COMPLIANCE WITH THE CSR OBJECTIVES AND
POLICY OF THE COMPANY
The Bank spent `4.59 crore on CSR Expenditure in
FY 2018-19 and continues to scale many of its CSR Committee hereby confirms that the
existing programmes. During the year under review, implementation and monitoring of CSR Policy is
several new projects were launched for building its in compliance with the CSR objectives and CSR
CSR profile through AU Skill Academy and AU policy of the Bank.
Udhyogini
—a self-employment training centre which benefits For and on behalf of the Board of Directors
youth from low-income segment and provides self- AU SMALL FINANCE BANK LIMITED
employment opportunity for rural women. The
Bank has also identified new opportunities relating to Sanjay Agarwal Jyoti Narang
poverty alleviation, rural development, promotion of Managing Director & CEO Chairman - CSR Committee
financial and digital literacy for enabling financial DIN: 00009526 DIN:00351187
inclusion and skill development.
Date: 22nd April 2019
The Bank was not able to spend the entire prescribed Place: Jaipur
CSR amount of 2% of its average net profits of the
last three financials years due to following reasons
and the measures have been taken in this regard:
Corporate
The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-
section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
Statutory
Options exercised by the Mr. Uttam Tibrewal during FY 2018-19).
2. The percentage increase in remuneration Name & Designation of Director’s & KMP Increase%/(Decrease)%
of each director, Chief Financial Officer, Mr. Sanjay Agarwal, MD & CEO 14.82%
Chief Executive Officer, Company Secretary, Mr. Uttam Tibrewal, WTD* 14.79%
if any, in the financial year Mr. Mannil Venugopalan, Chairman** 5.70%
Mr. Krishan Kant Rathi, Director** -1.03%
Ms. Jyoti Narang, Director** 12.82%
Mr. Raj Vikash Verma, Director*** 953.25%
Mr. Narendra Ostawal, Director 0.00
Mr. Deepak Jain, CFO**** -18.44%
Mr. Manmohan Parnami, CS**** 6.84%
Financial
*The remuneration for FY 2017-18 and FY 2018-19 does not include amount of perquisites on
ESOP Options exercised during FY 2017-18 and FY 2018-19 respectively to present the figure on
comparable basis.
** Mr. Mannil Venugopalan, Mr. Krishan Kant Rathi, Ms. Jyoti Narang, were paid profit
linked commission & sitting fees during FY 2018-19 for Board and Committee meetings as
considered herein above.
***Mr. Raj Vikash Verma joined Board of the Bank on 30th January 2018 and was paid sitting
fees & profit linked commission during FY 2018-19 whereas for FY 2017-18 period from
30th January 2018 to 31st March 2018 was considered, hence above calculation is reflecting
higher percentage increase.
****The remuneration for FY 2018-19 includes bonus figures for FY 2017-18 but excluding
perquisites on ESOPs exercised by Mr. Deepak Jain - CFO and Mr. Manmohan Parnami - CS for
calculation of percentage increase/decrease.
3. The percentage decrease/increase in the There has been decrease of 11.52% in median remuneration of employees, the
median remuneration of employees in the employees have been taken as on year end and there has been increase in number
financial year. of employees by 1472 during FY 2018-19 over FY 2017-18. Median has been
calculated taking remuneration of employees on comparable basis and the same
has been calculated on annualised basis considering that employees as at year end
worked for whole year.
4. The number of permanent employees on There were 12,623 employees as on 31st March 2019.
the rolls of Bank as on 31st March, 2019.
5. Average percentile increase already There was an average percentile decrease of 2.70% (excluding perquisites on
made in the salaries of employees other ESOP Options Exercised) in FY 2018-19 over FY 2017-18 for employees other than
than the managerial personnel in the last in managerial capacity. For managerial personnel, there were increase of 1.41%
financial year and its comparison with (excluding perquisites on ESOP Options Exercised) in remuneration of managerial
the percentile increase in the managerial personnel on overall basis in FY 2018-19 over FY 2017-18. The decrease in average
remuneration and justification thereof percentile remuneration of employees other than managerial personnel is on
and point out if there are any exceptional account of increase in manpower at junior level and whereas there is marginal
circumstances for increase in the increase in remuneration of managerial personnel.
managerial remuneration.
6. Affirmation that the remuneration is as per Yes, it is confirmed.
the remuneration policy of the Company
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Growing the right way
General Note:
• KMP’s remuneration have been taken as recorded in Audited Financial Statements of the Bank and same has been
annualised and taken on comparable basis.
• Remuneration includes Fixed pay plus Variable pay paid during the year plus perquisite value as calculated under the
Income Tax Act, 1961 but does not include value of perquisites on ESOP options exercised.
• The Non-executive - Independent Directors received remuneration in the form of sitting fees for attending the each
Board/Committee meetings and in the form of profit linked commission.
5 RISHI DHARIWAL CHIEF OF SECURED 3.47 Permanent Postgraduate Programme 15th November, 2013 49 Citibank 0.01% No
BUSINESS LOANS Employee in Management for
Executive from IIM,
Ahmedabad, 26 years
6 BHASKAR VITTAL CHIEF OF WHEELS 1.12 Permanent Bachelor of Engineering 17th January 2017 51 Mahindra and Mahindra 0% No
KARKERA Employee (automobile engineering) Financial Services Limited (Negligible)
from University of
Bombay, 28 Years
7 YOGESH JAIN GROUP HEAD 2.03 Permanent Chartered Accountant 01st April, 2010 39 Panchratna Motels 0.02% No
146|
S. Name of employee Designation Remuneration Nature of Qualifications and Date of commencement Age of The last employment held by The percentage Whether
University, 16 Years
12 AMIT MALHOTRA REGIONAL BUSINESS 1.69 Permanent Diploma in Mechanical 05th June, 2007 42 Bikaner Motors 0.02% No
MANAGER - WHEELS Employee Engineering Private Limited
from Rajasthan
University, 23 years
13 PANKAJ SHARMA NATIONAL 1.6 Permanent Master of Business 03rd March, 2012 44 Moneyline 0.01% No
BUSINESS MANAGER – Employee Administration from Credit Limited (IIFL)
SECURED BUSINESS Mohanlal Sukhadia
LOAN (MSME) University, Jaipur, 19 years
14 VIVEK TRIPATHI CHIEF OF STRATEGY BUSINESS 1.51 Permanent Post-graduate diploma 09th April, 2014 41 ICICI Bank Limited 0.02% No
SOLUTIONS AND Employee in management for
TRANSACTION BANKING executives from Indian
Institute of Management
Society, Lucknow and
Masters of Textiles
from University of
Mumbai, 17 Years
15 SHEKHAR SHUKLA CHIEF OF OPERATIONS 1.49 Permanent Chartered Accountant 20th August 2016 50 ICICI Bank Limited 0% No
BRANCH BANKING Employee from the Institute of (Negligible)
Chartered Accountants of
India, 25 years
16 NAVEEN VASHISHT NATIONAL BUSINESS 1.26 Permanent Completed the Senior 06th November 2014 51 Equitas Micro 0% No
MANAGER - WHEELS USED Employee Management Programme Finance Limited (Negligible)
from Indian Institute
of Management,
Kolkata, 27 years
17 VIMAL JAIN CHIEF OF FINANCE 1.26 Permanent Chartered Accountant 16th January 2010 38 GERA Developments 0.01% No
AND ACCOUNTS Employee from the Institute of Private Limited
Chartered Accountants of
India, 14 years
S. Name of employee Designation Remuneration Nature of Qualifications and Date of commencement Age of The last employment held by The percentage Whether
No. (` In crore) employment experience of the employee; of employment such such employee before joining of equity any such
(contractual/ employee the company shares held by employee is
otherwise) the employee a relative of
in the company any director
within the or manager
meaning of of the
clause (iii) of company and
sub-rule (2) if so, name of
above; and such director
or manager
18 AALEKH NATIONAL CREDIT MANAGER 1.13 Permanent Chartered Accountant 14th July 2014 39 India Infoline 0.01% No
VIJAYVARGIYA - SECURED BUSINESS LOAN Employee from the Institute of Housing Limited
(MSME) Chartered Accountants of
India, 17 Years
19 SHANTANU PRASAD CHIEF TREASURY OFFICER 0.78 Permanent B.com & JAIIB, 26 years 13th August, 2018 48 IDBI Bank Ltd. 0.00% No
Employee
20 HEMANT SETHIA SENIOR VICE PRESIDENT 1.24 Permanent CA, CS, Master of 02nd April 2012 37 Credit Analysis and 0.00% No
INVESTOR RELATIONS Employee Business Administration Research Limited
from Bharathidasan
University, 13 Years
21 RAJ KUMAR NATIONAL COLLECTION 1.20 Permanent Master of Arts 18th October, 2001 37 NA 0.01% No
SHARMA MANAGER - WHEELS Employee
22 ANKUR TRIPATHI SENIOR VICE PRESIDENT- 1.10 Permanent Bachelor of Technology 31st March, 2014 35 WKI Solutions 0.01% No
INFORMATION TECHNOLOGY Employee (chemical engineering) Private Limited
from Indian Institute
of Technology,
Bombay, 12 years
23 AMIT GARG REGIONAL BUSINESS 1.07 Permanent Diploma in Mechanical 12th November, 2007 41 Mahindra & 0.01% No
MANAGER - WHEELS Employee Engineering, 20 Years Mahindra Financial
Services Limited
Note: *For KMPs the remuneration as recorded in Audited Financial Statement for FY 2018-19 has been mentioned hereinabove.
** The remuneration of Mr. Uttam Tibrewal- Whole Time Director of the Bank does not include perquisites on ESOPs amounting to `66.99 crore which were exercised during the
period under review.
*** The remuneration of Mr. Deepak Jain- Chief Financial Officer of the Bank does not include perquisites on ESOPs amounting to `9.35 crore which were exercised during the period
under review. For employees other than KMPs mentioned above, the remuneration includes the value of perquisites on ESOPs.
Annexure V
FORM NO. MR-3
Secretarial Audit Report
For the Financial Year Ended March 31, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
(a) The Securities and Exchange Board of India
The Members,
(Substantial Acquisition of Shares and Takeovers)
Au Small Finance Bank Limited
Regulations, 2011;
19-A, Dhuleshwar Garden,
Jaipur – 302 001 (Rajasthan) (b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015;
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to (c) The Securities and Exchange Board of India (Issue
good corporate practices by Au Small Finance Bank of Capital and Disclosure Requirements)
Limited (hereinafter called “the Bank”). Secretarial Audit Regulations, 2009 (repealed w.e.f. 9th December,
was conducted in a manner that provided us a reasonable 2018);
basis for evaluating the corporate conducts/statutory (d) The Securities and Exchange Board of India (Issue Of
compliances and expressing our opinion thereon. Capital and Disclosure Requirements) Regulations,
2018 notified on 9th December, 2018;
Based on our verification of the Bank’s books, papers,
(e) The Securities and Exchange Board of India (Share
minute books, forms and returns filed and other records
maintained by the Bank and also the information Based Employee Benefits) Regulations, 2014;
provided by the Bank, its officers, agents and authorised (f) The Securities and Exchange Board of India (Issue
representatives during the conduct of secretarial audit, and Listing of Debt Securities) Regulations, 2008;
we hereby report that in our opinion, the Bank has, during
the audit period covering the Financial Year ended on (g) The Securities and Exchange Board of India
31st March 2019 (‘Audit Period’) complied with the statutory (Registrars to an Issue and Share Transfer Agents)
provisions listed hereunder and also that the Bank has Regulations, 1993 regarding the Companies Act
proper Board-processes and compliance-mechanism and dealing with client;
in place to the extent, in the manner and subject to the (h) The Securities and Exchange Board of India (Delisting
reporting made hereinafter: of Equity Shares) Regulations, 2009; (Not applicable
to the Bank during the Audit Period);
We have examined the books, papers, minute books,
forms and returns filed and other records maintained by (i) The Securities and Exchange Board of India (Buyback
the Bank for the Financial Year ended on March 31, 2019 of Securities) Regulations, 1998 (repealed w.e.f.
according to the provisions of: 11th September, 2018); (Not applicable to the Bank
during the Audit Period);
(i) The Companies Act, 2013 (the Act) and the rules (j) The Securities and Exchange Board of India
made thereunder; (Buyback of Securities) Regulations, 2018 notified
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) on 11th September, 2018; (Not applicable to the
and the rules made thereunder; Bank during the Audit Period);
(iii) The Depositories Act, 1996 and the Regulations and (k) The Securities and Exchange Board of India
Bye-laws framed thereunder; (Listing Obligations and Disclosure Requirements)
Regulations, 2015
(iv) Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to the extent of (vi) As confirmed, following other laws are specifically
Foreign Direct Investment, Overseas Direct Investment applicable to the Bank for which the Management
and External Commercial Borrowings; has confirmed that the Bank has devised proper
systems to ensure compliance with the provisions of
(v) The following Regulations and Guidelines prescribed all applicable laws and that such systems are
under the Securities and Exchange Board of India Act, adequate and operating effectively:
1992 (‘SEBI Act’):
150|
Growing the right way
(b) The Banking Regulation Act, 1949 and (including premium of `682.77/-) per Equity Share
Notifications and Circulars issued by the Reserve aggregating to an amount of `299,99,99,612/-
Corporate
Bank India (RBI) from time to time; and (Rupees Two Hundred Ninety Nine Crore Ninety Nine
Lakh Ninety Nine Thousand Six Hundred and Twelve
(c) Guidelines issued by RBI on Small Finance Bank Only) to Camas Investments Pte. Ltd. on a preferential
dated 27th November, 2014 and Operational basis;
Guidelines issued dated 6th October, 2016;
b. Issued and allotted 1,01,04,364 (One Crore One
We have also examined compliance with the applicable Lakh Four Thousand Three Hundred and Sixty
clauses of the following: Four) Convertible Warrants of face value of `10/-
(Rupees Ten Only) each for cash, at an issue price
i. Secretarial Standards issued by The Institute of of `692.77/- (including premium of `682.77/-)
Company Secretaries of India; per Warrant aggregating to an issue amount of
Statutory
`700,00,00,249/- (Rupees Seven Hundred Crore and
ii. The Listing Agreements entered into by the Bank with Two Hundred Forty Nine Only) to Camas Investments
BSE Ltd. and National Stock Exchange of India Limited. Pte. Ltd. on a preferential basis convertible into
equity shares within a period of 18 months. Bank has
During the period under review the Bank has complied with received `175,00,00,063/- (Rupees One Hundred and
the provisions of the Act, Rules, Regulations, Guidelines, Seventy-Five Crore and Sixty-Three Only) on
Standards, etc. mentioned above except expense on CSR allotment of Convertible Warrants;
activities below the prescribed limit.
c. Approved the AU Small Finance Bank Limited -
We further report that Employee Stock Option Scheme 2018 with options
exercisable into not more than 49,33,200 (Forty Nine
The Board of Directors of the Bank is duly constituted
Lakh Thirty Three Thousand Two Hundred) equity
with proper balance of Executive Directors, Non-executive
Financial
shares of the Bank;
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place
d. Allotted 23,23,425 (Twenty Three Lakh Twenty
during the period under review were carried out in
Three Thousand Four Hundred and Twenty Five)
compliance with the provisions of the Act.
equity shares upon exercise of options by its eligible
employees under its various Employee Stock Option
Adequate notice is given to all Directors to schedule the
Schemes/plans;
Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance. Further,
e. Duly passed the resolutions under section 180(1)(c) of
independent director(s) were present at Board Meetings
the Act, read with its applicable rules, as amended for
which were called at shorter notice to transact business
borrowing limits to the extent of `22,000 crore
which were considered urgent by the management in
compliance of Section 173(3) of the Act. A system exists (Rupees Twenty-Two Thousand Crore Only);
for seeking and obtaining further information and
f. Allotted 5,000 (Five Thousand Only) Fully Paid-Up,
clarifications on Unsecured, Subordinated, Rated, Listed, Redeemable,
the agenda items before the meeting and for meaningful Non-Convertible Bonds categorised as Tier II Capital
participation at the meeting. each, fully paid-up for cash, at an issue price of `692.77/-
CS Manoj
Maheshwari
P
a
r
t
n
e
r
F
C
S
3
3
5
5
C P No. : 1971
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Growing the right way
Annexure A
To,
The Members,
Au Small Finance Bank Limited
19-A, Dhuleshwar Garden
Jaipur – 302 001 (Rajasthan)
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Bank.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules
and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Bank nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Bank.
CS Manoj Maheshwari
Partner
FCS 3355
C P No. : 1971
Corporate
FORM NO. MGT-9
Extract of Annual Return
As on the financial year ended on 31st March, 2019
{Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014}
Statutory
Name of the Company AU SMALL FINANCE BANK LIMITED
Category Company limited by shares
Sub-Category of the Company Non-govt Company (Banking Company)
Address of the Registered office and contact Details 19-A, Dhuleshwar Garden, Ajmer Road, Jaipur - 302001, Rajasthan
Phone no. 0141-4110060
Website: www.aubank.in
Email id: Investorrelations@aubank.in
Whether listed company • Bank’s Equity Shares are listed on National Stock Exchange of India
Ltd. and BSE Ltd.
• Privately Placed Debentures are listed at WDM segment of BSE Ltd.
Name, Address and Contact details of Registrar Link Intime India Pvt. Ltd.
and Share Transfer Agent C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083 Tel No: +91 22
Financial
49186000 Fax: +91 22 49186060
Website: www.linkintime.co.in
Email id: rnt.helpdesk@linkintime.co.in
Sr.
No NIC Code of the % to total turnover
Name and description of main products/services
. of the company
Product/
1. Banking Services 64191 100%
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Growing the right way
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)
(i) Category Wise Shareholding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of
Category of Share holders % of % of Change
Demat Physical Total Total Demat Physical Total Total During the
Shares Shares FY 2018-19
A. Promoters/Promoter Group*
(1) Indian
a) Individual/HUF 8,65,44,582 - 8,65,44,582 30.29 8,72,34,670 - 8,72,34,670 29.84 (0.45)
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 68,83,722 - 68,83,722 2.41 68,83,722 - 68,83,722 2.35 (0.06)
e) Banks/FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total (A)(1): 9,34,28,304 - 9,34,28,304 32.70 9,41,18,392 - 9,41,18,392 32.19 (0.51)
(2) Foreign
a) NRIs –Individuals - - - - - - - - -
b) Other–Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total A.(A)(2): - - - - - - - - -
Total Shareholding
Promoter Group (A)= of Promoters/
(A)(1)+(A)(2) 9,34,28,304 - 9,34,28,304 32.70 9,41,18,392 - 9,41,18,392 32.19 (0.51)
B. Public Shareholding
1. Institutions
a) Mutual Funds 1,82,52,741 - 1,82,52,741 6.38 3,19,39,498 - 3,19,39,498 10.92 4.54
b) Banks/Financial Institutions 63,995 - 63,995 0.02 86,828 - 86,828 0.03 0.01
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Fund - - - - - - - - -
f) Insurance Companies 1,26,81,602 - 1,26,81,602 4.44 83,50,272 - 83,50,272 2.86 (1.58)
g) FIIs 2,15,249 - 2,15,249 0.08 2,99,741 - 2,99,741 0.10 0.02
h) Foreign Venture Capital Funds - - - - - - - - -
i) Foreign Portfolio Investor 2,09,39,363 - 2,09,39,363 7.33 6,91,59,844 - 6,91,59,844 23.66 16.33
j) Alternate Investment Funds 26,50,277 - 26,50,277 0.93 17,65,547 - 17,65,547 0.60 (0.33)
k) Provident Funds/Pension Funds - - - - - - - - -
l) Others-Trust - - - - - - - - -
Sub-total (B)(1): 5,48,03,227 - 5,48,03,227 19.18 11,16,01,730 - 11,16,01,730 38.17 18.99
2. Non- Institutions - - -
a) Bodies Corp. -
i) Indian 1,27,03,691 - 1,27,03,691 4.45 1,55,31,829 - 1,55,31,829 5.31 0.86
ii) Overseas 8,92,58,529 - 8,92,58,529 31.24 4,26,41,879 - 4,26,41,879 14.59 (16.65)
b) Individual - - -
i) Individual shareholders 1,08,24,365 - 1,08,24,365 3.79 93,60,003 - 93,60,003 3.20 (0.59)
holding nominal share
capital upto `1 lakh
ii) Individual shareholders 2,13,13,154 - 2,13,13,154 7.45 1,59,04,421 - 1,59,04,421 5.44 (2.01)
holding nominal share capital
in excess of `1 lakh
c) NBFCs registered with RBI - - - - 56,814 - 56,814 0.02 -
d) Other (Specify) - - - - - - - - -
Trusts 55,414 - 55,414 0.02 16,272 - 16,272 0.01 (0.01)
Hindu Undivided Family 5,07,787 - 5,07,787 0.18 4,61,334 - 4,61,334 0.16 (0.02)
Non- Resident Indians (Non Repat) 20,22,130 - 20,22,130 0.71 17,10,130 - 17,10,130 0.58 (0.13)
Non- Resident Indians (Repat) 4,80,724 - 4,80,724 0.17 5,15,444 - 5,15,444 0.18 0.01
Clearing Member 3,06,295 - 3,06,295 0.11 4,39,238 - 4,39,238 0.15 0.04
Sub-total (B)(2): 13,74,72,089 - 13,74,72,089 48.12 8,66,37,364 - 8,66,37,364 29.63 (18.49)
Total Public Shareholding 19,22,75,316 - 19,22,75,316 67.30 19,82,39,094 - 19,82,39,094 67.81 0.51
(B)=(B)(1)+ (B)(2)
C. Non-Promoter - Non-Public -
a) Custodian/DR Holder - - - - - - - - -
b) Shares held by Custodian - - - - - - - - -
for GDRs & ADRs
Grand Total (A+B+C) 28,57,03,620 - 28,57,03,620 100.00 29,23,57,486 - 29,23,57,486 100.00 -
Note: All above shares are having face value of `10 each.
*Promoters and Promoter Group includes shareholders post reclassification of Certain Promoter Group to public category.
Corporate
Shareholding at the beginning of the year Shareholding at the end of the year
% Change
% of total % of shares % of shares
Sr. Shareholder’s Name No. of pledged/ % of total pledged/ in the
No shares
Shares of the encumbered to No. of Shares shares of the Shareholding
encumbered to
company company during the year
total shares total shares
Statutory
6. Yuvraj Agarwal - - - - - - -
7. Mallika Agarwal - - - - - - -
Total 9,33,34,392 32.67 - 9,41,18,392 32.19 2.11 (0.48)
Note: During the year Chanda Devi Kedia, Srikant Kedia, Sureshchand Kedia, Ajay Agarwal, Manoj Kumar Agarwal, Niranjan Lal Aggarwal,
Ashok Kumar Agarwal, Baldev Agarwal, Dinesh Kumar Agarwal, Mahender Kumar Agarwal, Anita Aggarwal, Bina Agarwal, Dropathy Jaipuria, Pinki
Agarwal, Sunita Gupta and M/s Natural Fab were reclassified from the category of Promoter Group to Public category. Hence, 91,434 shares held
by them as on 31st March 2018 were not included in shareholding of the promoters/promoter group above.
Variation in terms of percentage shareholding is due to increase in paid up share capital of the Bank on account of allotment of shares during the
year ended 31st March 2019.
Financial
1. Mr. Sanjay Agarwal
Shareholding at the Cumulative Shareholding
Sr. beginning of the year during the year
Particulars Date
No % of total shares % of total shares
No. of Shares No. of Shares
of the company of the company
At the beginning of the year 5,59,82,359 19.59 5,59,82,359 19.59
Transfer 10th August 2018 7,84,000 0.27 5,67,66,359 19.57
At the end of the year 5,67,66,359 19.42 5,67,66,359 19.42
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Growing the right way
Note: During the year Chanda Devi Kedia, Srikant Kedia, Sureshchand Kedia, Ajay Agarwal, Manoj Kumar Agarwal, Niranjan Lal Aggarwal,
Ashok Kumar Agarwal, Baldev Agarwal, Dinesh Kumar Agarwal, Mahender Kumar Agarwal, Anita Aggarwal, Bina Agarwal, Dropathy Jaipuria, Pinki
Agarwal, Sunita Gupta and M/s Natural Fab were reclassified from the category of Promoter Group to Pubic. As on reporting date the said
persons do not fall into Promotor Group category. The variation in terms of percentage is due to increase in paid up share capital of the Bank on
account of allotment of shares during the year ended 31st March 2019.
(iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs):
1. REDWOOD INVESTMENT LTD
Shareholding at the Cumulative Shareholding
Sr. beginning of the year during the year
Particulars Date
No % of total shares % of total shares
No. of Shares No. of Shares
Corporate
Shareholding at the Cumulative Shareholding
Sr. beginning of the year during the year
No Particulars Date
% of total shares % of total shares
No. of Shares No. of Shares
of the company of the company
At the beginning of the year 5,46,829 0.19 5,46,829 0.19
Transfer 13th April 2018 (30,616) (0.01) 5,16,213 0.18
Transfer 27th April 2018 (25,000) (0.01) 4,91,213 0.17
Transfer 11th May 2018 (6,137) (0.00) 4,85,076 0.17
Transfer 01st June 2018 58,637 0.02 5,43,713 0.19
Transfer 30th June 2018 1,00,947 0.03 6,44,660 0.22
Transfer 06th July 2018 4,62,668 0.16 11,07,328 0.38
Transfer 13th July 2018 20,378 0.01 11,27,706 0.39
Statutory
Transfer 20th July 2018 49,00,946 1.69 60,28,652 2.08
Transfer 27th July 2018 9,591 0.00 60,38,243 2.08
Transfer 17 August 2018
th
23,50,006 0.81 83,88,249 2.89
Transfer 14th September 2018 8,299 0.00 83,96,548 2.89
Transfer 21st September 2018 4,789 0.00 84,01,337 2.89
Transfer 28th September 2018 1,05,415 0.04 85,06,752 2.91
Transfer 05th October 2018 1,53,664 0.05 86,60,416 2.96
Transfer 12th October 2018 56,403 0.02 87,16,819 2.98
Transfer 26th October 2018 5,00,294 0.17 92,17,113 3.16
Transfer 30 November 2018
th
(3,865) (0.00) 92,13,248 3.15
Transfer 07th December 2018 (1,675) (0.00) 92,11,573 3.15
Transfer 14th December 2018 (24,023) (0.01) 91,87,550 3.14
Financial
Transfer 21st December 2018 (49,440) (0.02) 91,38,110 3.13
Transfer 04th January 2019 51,117 0.02 91,89,227 3.14
Transfer 11th January 2019 (35,772) (0.01) 91,53,455 3.13
Transfer 18th January 2019 (20,000) (0.01) 91,33,455 3.13
Transfer 25th January 2019 15,897 0.01 91,49,352 3.13
Transfer 01st February 2019 55,397 0.02 92,04,749 3.15
Transfer 08th February 2019 1,10,534 0.04 93,15,283 3.19
Transfer 15th February 2019 32,570 0.01 93,47,853 3.20
Transfer 01st March 2019 11,962 0.00 93,59,815 3.20
Transfer 08th March 2019 1,13,908 0.04 94,73,723 3.24
Transfer 15th March 2019 (8,765) (0.00) 94,64,958 3.24
Transfer 22nd March 2019 1,85,767 0.06 96,50,725 3.30
Transfer 29th March 2019 4,47,531 0.15 1,00,98,256 3.45
At the end of the year 1,00,98,256 3.45 1,00,98,256 3.45
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Corporate
Shareholding at the Cumulative Shareholding
Sr. beginning of the year during the year
No Particulars Date
% of total shares % of total shares
No. of Shares No. of Shares
of the company of the company
At the beginning of the year 13,99,244 0.49 13,99,244 0.49
Transfer 06th April 2018 11,00,000 0.39 24,99,244 0.87
Transfer 15th June 2018 3,25,000 0.11 28,24,244 0.99
Transfer 22nd June 2018 50,000 0.02 28,74,244 1.01
Transfer 17th August 2018 8,00,000 0.28 36,74,244 1.26
Transfer 31st August 2018 9,14,616 0.31 45,88,860 1.58
Transfer 07th September 2018 1,10,384 0.04 46,99,244 1.62
Transfer 14th September 2018 2,05,000 0.07 49,04,244 1.69
Statutory
At the end of the year 49,04,244 1.68 49,04,244 1.68
Financial
Transfer 21st September 2018 1,00,000 0.03 22,17,469 0.76
Transfer 29th September 2018 4,32,807 0.15 26,50,276 0.91
Transfer 05th October 2018 3,00,262 0.10 29,50,538 1.01
Transfer 12th October 2018 50,011 0.02 30,00,549 1.03
Transfer 19th October 2018 47 0.00 30,00,596 1.03
Transfer 26th October 2018 75,294 0.03 30,75,890 1.05
Transfer 02nd November 2018 25,144 0.01 31,01,034 1.06
Transfer 16th November 2018 201 0.00 31,01,235 1.06
Transfer 23rd November 2018 (13,361) (0.00) 30,87,874 1.06
Transfer 30th November 2018 (11,968) (0.00) 30,75,906 1.05
Transfer 07th December 2018 75,000 0.03 31,50,906 1.08
Transfer 14th December 2018 6,079 0.00 31,56,985 1.08
Transfer 21st December 2018 (81,002) (0.03) 30,75,983 1.05
Transfer 28th December 2018 1,25,009 0.04 32,00,992 1.10
Transfer 04th January 2019 1,25,357 0.04 33,26,349 1.14
Transfer 11th January 2019 80 0.00 33,26,429 1.14
Transfer 18th January 2019 21 0.00 33,26,450 1.14
Transfer 25th January 2019 2,75,323 0.09 36,01,773 1.23
Transfer 01st February 2019 18,598 0.01 36,20,371 1.24
Transfer 08th February 2019 7,825 0.00 36,28,196 1.24
Transfer 15th February 2019 1,06,474 0.04 37,34,670 1.28
Transfer 22nd February 2019 1,84,513 0.06 39,19,183 1.34
Transfer 01st March 2019 33,464 0.01 39,52,647 1.35
Transfer 08th March 2019 1,75,042 0.06 41,27,689 1.41
Transfer 15th March 2019 75,154 0.03 42,02,843 1.44
Transfer 22nd March 2019 60,631 0.02 42,63,474 1.46
Transfer 29th March 2019 4,45,126 0.15 47,08,600 1.61
At the end of the year 47,08,600 1.61 47,08,600 1.61
Note: Variation in terms of percentage shareholding is due to increase in paid up share capital of the Bank on account of allotment of shares
during the year ended 31st March 2019.
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Corporate
Shareholding at the Cumulative Shareholding
Sr. beginning of the year during the year
No Particulars Date
% of total shares % of total shares
No. of Shares No. of Shares
of the company of the company
At the beginning of the year - - - -
Transfer - - - - -
At the end of the year - - - -
Statutory
No Particulars Date
% of total shares % of total shares
No. of Shares No. of Shares
of the company of the company
At the beginning of the year - - - -
Transfer - - - - -
At the end of the year - - - -
Financial
Transfer 27th September 2018 1,52,869 0.05 10,66,492 0.37
At the end of the year 10,66,492 0.36 10,66,492 0.36
Note: Variation in terms of percentage shareholding is due to increase in paid up share capital of the Bank on account of allotment of shares
during the year ended 31st March 2019.
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V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(` In lakh)
Secured Loans excluding
Unsecured Loans Deposits* Total
deposits
Indebtedness
Indebtedness at the beginning of the financial
year
i) Principal Amount 4,77,660.82 2,86,225.65 7,63,886.47
ii) Interest accrued and due on borrowings 0.00 0.00 0.00
iii) Interest accrued but not due 5,682.64 15,912.51 21,595.15
Total (i+ii+iii) 4,83,343.46 3,02,138.16 0 7,85,481.62
Changes in Indebtedness during the financial year
Addition 10,77,812.11 12,77,436.81 23,55,248.92
Reduction 9,24,975.12 13,32,824.40 22,57,799.52
Net Change 1,52,836.99 -55,387.59 0 97,449.40
Indebtedness at the end of the financial year
i) Principal Amount 6,30,497.81 2,30,838.06 8,61,335.87
ii) Interest due but not paid 0.00 0.00 0.00
iii) Interest accrued but not due 12,292.82 17,231.39 29,524.21
Note : Deposits received by the Bank are in the ordinary course of banking business, which does not amount to deposit in terms of the provisions
of the Companies Act, 2013, hence, not included hereinabove.
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of 169.01 146.51 315.52
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act,1961
(c) Profits in lieu of salary under section 17(3) Income tax Act,
1961
2. Stock Option (no. of options)* 10,00,000
3. Sweat Equity - - -
4. Commission as % of profit others specify - - -
5. Others please specify - - -
Total (A)@ 169.01 146.51 315.52
Ceiling as per the Act: being 10% of the net profits of the Bank calculated as
per Section 198 of the Companies Act, 2013
*Mr. Uttam Tibrewal, Whole-time Director of the Bank was granted 10,00,000 ESOPs under ESOP Scheme 2018 during the year at exercise price
of `664/- each, which are subject to RBI approval. The remuneration of Mr. Uttam Tibrewal – Whole Time Director of the Bank does not include
perquisites on ESOP amounting to `66.99 crore which were exercised during the period under review.
@The total remuneration consist of basic salary, taxable allowances including special allowance and excluding perquisites on ESOPs. ESOPs
granted to Mr. Uttam Tibrewal, Whole-Time Director during the year which are subject to RBI approval.
Note: Above figures have been taken as recorded in Audited Financial Statement of the Bank.
Corporate
(` In lakh)
S. No. Particulars of remuneration Name of Directors
Independent Directors Krishan Kant Mannil Jyoti Raj Vikash Total amount
Rathi Venugopalan Narang Verma
1. • Fee for attending Board/committee meetings 9.20 8.20 7.60 7.80 32.80
• Commission 10.00 17.00 10.00 10.00 47.00
- - - - -
• Others, Please specify
Total (1)* 19.20 25.20 17.60 17.80 79.80
Name of Directors
Other Non-executive Directors Narendra Total amount
Statutory
Ostawal
*`85.91 lakh were recorded as expenditure in books of accounts pertaining to Director sitting fees and profit related commission. Profit Linked
Financial
Commission pertaining to FY 2018-19 is being released to the Independent Directors after the finalisation of Annual Audited Accounts of the
Bank.
@ The total remuneration consist of basic salary, taxable allowances including special allowance and annual performance linked bonus
and exclusive of perquisites on ESOPs. ESOPs granted during the year have been mentioned hereinabove. The remuneration of Mr. Deepak Jain –
Chief Financial Officer & Mr. Manmohan Parnami - Company Secretary of the Bank does not include perquisites on ESOP amounting to `9.35
crore &
`0.47 crore respectively which were exercised during the period under review.
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Details of penalty/
Section of the punishment/ Authority {RD/ Appeal made,
Type Companies Act Brief description
compounding NCLT/COURT} if any
fees imposed
A. Bank
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. Directors
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. Others Officers in Default
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
Note: There were neither any Penalties levied on the Bank nor any punishment was granted and no compounding of offences was carried out
during the year under Companies Act, 2013, RBI, SEBI and other authorities.
Corporate
ANNUAL REPORT ON BUSINESS RESPONSIBILITY
Statutory
follows Social Environment Management System (SEMS)
practices, which are integral to our business model. AU DHARMA – AU BANK’S APPROACH TO
These practices are well integrated in our systems and BUSINESS RESPONSIBILITY
processes throughout the chain. We are committed
to set the highest benchmark(s) for environment and The Bank conducts business operations in a fair,
sustainability measures in our operations and strive for transparent and accountable manner, which is also backed
by a strong policy framework and an internal Code of
fulfilling our commitment through SEMS. While conducting
Conduct. We have implemented suitable internal controls
our business, we work hard to consistently improve our
& monitoring mechanism to ensure adherence to all our
internal management system, products and services
ethical business practices. We lay special attention on
to make a more positive and meaningful societal and
the fact that even in our day-to-day operations our
environmental impact.
governance framework and predefined business practices
are adhered to without any compromises. Therefore, we
Financial
Our Business Responsibility Report (Report) for
have defined and designed our working practices in the
FY 2018-19 follows the National Voluntary Guidelines on
form of AU Dharma.
Social, Environmental and Economic Responsibilities of
Business, as notified by the Ministry of Corporate Affairs
Our thoughtfully devised ‘AU Dharma’ guides the Bank’s
(MCA). The disclosures made under this report provide
entire team in discharging their everyday duties in a fair
transparent and relevant information on the Bank’s
and professional manner.
Customer Focus
Responsibly Entrepreneurial
If customer needs it we
100% ownership accountability
will make it happen
and 0% excuses
6
pillars of
AU DHARMA
Integrity
We are fair & consistent in all our
Nurture Talent & Succeed Together
We nurture talent & together we are a
dealings-employees, customers
great team working for common goals
partners & shareholders
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Growing the right way
Corporate
1. Does the Company have any Subsidiary Company/Companies The Bank does not have any subsidiary company
2. Do the Subsidiary Company/Companies participate in the BR Not Applicable
initiatives of the parent company? If yes, then indicate the number of
such subsidiary company(s).
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the No
Company does business with, participate in the BR initiatives of the
Company? If yes, then indicate the percentage of such entity/entities?
[Less than 30%, 30-60%, More than 60%]
SECTION D: BR INFORMATION
Statutory
1. Details of Director/Directors responsible for BR
S. No. Particular Details
a. Details of Director responsible for implementation of the
BR policy/policies
DIN 00009526
Name Mr. Sanjay Agarwal
Designation Managing Director & CEO
b. Details of the BR Head
DIN Number Not Applicable
Name Mr. Sunil Parnami
Financial
Designation Chief of Investor Relations, M&A
Telephone number 022-62490607
E-mail id sunil.parnami@aubank.in
S. No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy/policies for Y Y Y Y Y Y N Y Y
2. Has the policy being formulated in consultation with Y Y Y Y Y Y - Y Y
relevant stakeholders?
3. *Does the policy conform to any national/international Y Y Y Y Y Y - Y Y
standards? If yes, specify? (50 words)
4. **Has the policy being approved by the Board? Y Y Y Y Y Y - Y Y
If yes, has it been signed by MD/owner/CEO/appropriate
Board Director?
5. Does the Company have a specified committee of the Board/ Y Y Y Y Y Y - Y Y
Director/Official to oversee the implementation of the policy?
6. Indicate the link for the policy to be viewed online? https://www.aubank.in/au-notice-board
7. Has the policy been formally communicated to all relevant Policies/code that are internal documents of the Bank are
internal and external stakeholders? accessed by employees and the other relevant policies have
been
posted on the Bank website and can be accessed at above link.
8. Does the Company have in-house structure to implement the Y Y Y Y Y Y - Y Y
policy/policies?
9. Does the Company have a grievance redressal Y Y Y Y Y Y - Y Y
mechanism related to the policy/policies to address
stakeholders’ grievances related to the policy/policies?
10. Has the company carried out independent audit/evaluation of Y Y Y Y Y Y - Y Y
the working of this policy by an internal or external agency?
*The policies are developed and aligned to applicable compliance requirements, RBI norms and guidelines, requirements of listing agreement
with stock exchanges, or the Bank’s internal requirements and best practices.
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Growing the right way
(b) If answer to the question at serial number 1 against any principle, is ‘No’, explain why (Tick up to 2 options)
S. No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The Company has not understood the principles - - - - - - - - -
2 The Company is not at a stage where it finds itself in a position - - - - - - - - -
to formulate and implement the policies on specified principles
3 The Company does not have financial or human resources - - - - - - - - -
available for the task
4 It is planned to be done within next six months - - - - - - - - -
5 It is planned to be done within the next one year - - - - - - - - -
6 Any other reason (please specify) @Refer below
@The Bank works closely with collective trade and industry associations, while there is no specific policy outlined for this principle and also we do
not take part in any lobbying or policy advocacy.
Principle-wise policies
3. Governance related to BR
report? How frequently it is published?
(a) Indicate the frequency with which the Board of
Business Responsibility Report is published by
Directors, Committee of the Board or CEO assesses
the Bank annually and is hosted at its website at
the BR performance of the Company? Within three
https://www.aubank.in/disclosures
months, three to six months, annually or more
than one year?
Annual assessment of the SEMS Standards and BR SECTION E: PRINCIPLE-WISE PERFORMANCE
initiatives is presented to the Board and detailed
Principle 1: Ethics, Transparency and
deliberation is conducted on the impact of the BR
Accountability
initiatives and future strategies around it.
We are determined to ensure that our operations are
(b) Does the Company publish a BR or a Sustainability run ethically and transparently across the value chain.
Report? What is the hyperlink for viewing this The Bank’s work culture is built around ‘AU Dharma’ and
the focus is on making employees responsibly
entrepreneurial with ownership.
Corporate
annually that they have acted ethically, honestly, diligently satisfactorily; and no complaint was pending as on
and in good faith to protect the Bank’s properties, brand 31st March 2019.
equity and image. They have acted in the Bank’s best
interests and its entire fraternity of stakeholders, while The details of customer complaints are disclosed in
discharging their fiduciary obligations. the schedule no. 18(12) of notes to accounts.
Through its Code of Conduct on Prohibition of Insider Principle 2: Goods and Services that are Safe and
Trading, the Bank endeavours that no person is deriving Contribute to Sustainability Throughout their
any benefit or assisting any other person(s) to derive Lifecycle
any benefit by virtue of having access to or possessing
AU Bank caters to the financial requirements of its
of price sensitive information relating to financial results
customers by providing them finance facilities according
Statutory
or operations of the Bank; or passing it to any other
to their requirements. As a Small Finance Bank, our
person with whom the Bank has business dealings; or
primary focus is to lend for priority sector and cater to
do an act which can have an unusual movement/trend
the requirements of underbanked, unbanked and
in securities trading and may have an impact on the
unserved customer segments. Below are some of the
Bank’s price of the securities.
customers that were provided credit assistance to set up
their businesses and outlines the impact of the Bank’s
While hiring any vendor for providing any material/
operations.
services to the Bank, we ensure that a covenant pertaining
to anti-bribery and anti-corruption is stipulated in the
Raju Bhai – Customer AU BANK
required agreement(s). This binds the service provider(s)
Raju Bhai a progressive farmer who hails from a village
to observe the highest standards of ethics during the
near Ahmedabad had understood that dependence on
supply of services and execution of the transaction and
agriculture alone for livelihood will never be enough to
not to indulge in any corrupt practices. Employees at the
fend for his family. Raju’s life prospered when he showed
Financial
time of their induction and at regular intervals are
courage and took decision against all odds and
imparted classroom trainings & through Human Capital
approached AU. He received due support and the loan was
Management software for orientating them towards
sanctioned under ‘Pradhan Mantri Mudra Yojana’.
ethical business practices and organisation
philosophy around it. For achieving the objective of
this principle, the Bank has adopted the Compliance
Policy, Fraud Risk Management Policy, Anti-Bribery and
Anti-Corruption Policy, Code of Conduct for employees,
Code of Conduct on Prohibition of Insider Trading and
Code of Conduct for Direct Selling Agent among others.
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robust technology platform to build a new age the goods or services we also ensure that quality
Corporate
digital banking ecosystem and it is focussed on of services/products is not compromised and best
efficient use of natural resources and reducing quality products and services should be provided to
carbon footprint in the environment. the customers. AU Bank carefully selects its vendors
keeping in mind development of the local community.
The Bank’s products and processes are directed
towards technology advancement and digitisation of The Bank as part of vendor management process
our banking services in a customer-friendly manner. conducts proper checks before appointing any
The result of the same is visible with customer vendors, consultants/service providers and ensures to
empowerment by providing them Banking with ease, select the best. The Bank’s Code of Conduct
less paperwork with TAB Banking and reduction in enumerates its expectations from vendors/suppliers
waste generation. and partners.
Statutory
(b) Reduction during usage by consumers (energy, AU Bank majorly contributes to the development
water) has been achieved since the previous year of capacity and capability of thousands of smaller
The Bank is adopting sophisticated technology to digitise businesses by providing them easy access to credit
its operations and make products available digitally. and banking services, quite a few of them being
We have witnessed strong growth in the adoption of vendors of AU Bank.
TAB-based account opening, android-based mobile
banking, and internet banking, thus minimising paper 5. Does the Company have a mechanism to
usage. The focus is to deliver a seamless omni-channel recycle products and waste? If yes, what is
integrated solution that will ensure consistent high-level the percentage of recycling of products and
customer experience across all channels website, waste (separately as<5%, 5-10%,>10%). Also,
internet banking, mobile applications, chat bots and it provide details thereof, in about 50 words or
has reduced the customers’ travel time and expenses, so.
Financial
thereby reducing the fuel consumption and carbon
emissions. The above principle description is not applicable for a
banking company and the Bank ensures that
3. Does the Company have procedures in place for applicable e-waste disposal guidelines are followed in
sustainable sourcing (including transportation)? disposal of e-waste originating from its operations.
(a) If yes, what percentage of your inputs was sourced Principle 3: Employee Wellbeing
sustainably? Also, provide details thereof, in about
50 words or so. Employee engagement
Banking being a service-oriented business, sustainable AU Bank duly acknowledges the employee as its assets
sourcing for its products is not substantial. However, and initiatives for continuous engagement programme,
as a responsible corporate citizen, the Bank training and development are undertaken. Several
endeavours to reduce the environmental impact of its behavioural and functional training programmes are
operations. The Bank does not utilise raw conducted on an ongoing basis. Regular trainings are
materials/resources directly, yet in procurements of organised on products and services, behavioural and
electrical equipment leadership development, among others.
ESP star ratings are taking into consideration while Our Human Capital Management tool, an online platform,
procuring products for its branches/offices to AU Bank procures significant items including marketing,
save electricity. promotional, stationery, consumable materials from local SME
vendors. While procuring
As the resources of the Bank are intangible/fungible
in nature adequate and timely measures are being
adopted by the Bank to ensure that its resources
are utilised efficiently and optimally for sustainable
use.
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Growing the right way
Talent Development
The belief that any institution is only as strong as its
employees is deeply embedded within the AU Bank
work culture and ethos. The Bank invests significantly in
employee development across all verticals. The Bank has
a substantial human capital resource base and hence it
is imperative for the Bank to work harder to align each
employee with the Bank’s Dharma’s. AU Bank continues to
invest in a world-class human capital management system
for its employees to redress their concerns, queries and to Employee Value Proposition
disseminate information. The system also offers e- Banking is a business of trust and to imbibe right values
from top to bottom, the Bank focusses on three guiding
learnings modules for enhancement of employee skillset at
principles of Intelligence, Honesty and Responsibility to be
work, which leads to greater employee satisfaction.
followed by employees at all levels, while dealing internally
The training and development programmes are or with the external world. This has helped us in building
synchronised, where the focus of the training programme and connecting right chords within the organisation.
is on strengthening the skills & knowledge of the
employees; the objective being to make them ready to
undertake higher roles in their growth journey with the
organisation.
Corporate
employees. Responsiveness
The total number of employees as on 31st March 2019 AU Bank regularly and timely engages with all its
were 12,623 employees stakeholders and follows responsive approach to act upon
their valuable feedback. At AU Bank, we have devised a
2. Please indicate the total number of comprehensive and periodic stakeholder engagement
employees hired on framework keeping in the mind the nature, criticality,
temporary/contractual/casual basis. urgency and priority of stakeholder engagement.
38
Investor Grievance Redressal Policy is devised to address
the grievances of the investors and it is ensured that
3. Please indicate the number of permanent
investors’ concerns are duly addressed in time. The Bank
Statutory
women employees. has designed policy on customer rights that protects the
The total number of permanent women basic rights of its customers. It was pertinent for the Bank
employees were 671 to follow the standard banking practices while dealing with
individual customers. The said policy contains the right to
4. Please indicate the number of permanent review, appeal and complaint; to privacy, confidentiality,
employees with disabilities. and to see information related to the service or user.
The total number of permanent employees with 1. Has the Company mapped its internal and
disabilities were 5 external stakeholders? Yes/No
Yes, the Bank has mapped its internal and
5. Do you have an employee association that external stakeholders.
is recognised by management?
Financial
The Bank does not have any association. 2. Out of the above, has the Company identified
the disadvantaged, vulnerable & marginalised
6. What percentage of your permanent stakeholders?
employees is members of this recognised Yes, the Bank has identified the disadvantaged,
employee association? vulnerable and marginalised stakeholders.
As a Small Finance Bank, we are focussing on
Not Applicable.
priority-sector lending.
7. Please indicate the number of complaints 3. Are there any special initiatives taken by the
relating to child labour, forced labour, company to engage with the disadvantaged,
involuntary labour, sexual harassment in vulnerable and marginalised stakeholders? If so,
the last financial year and pending, as on the provide details thereof, in about 50 words or so.
end of the financial year.
No of complaints The Bank as part of CSR initiatives, identified financial
No of complaints
No. Category filed during the
Pending as on literacy as one of its core area and is determined to
end of the reach out to weaker sections, beneficiaries, children
financial year
financial
year
from marginalised socio-economic backgrounds and
1 Child labour/forced NIL NIL the differently abled, ensuring that every person is
labour/involuntary oriented with the basics of banking and no person
2 Sexual harassment 1 0 is deprived from banking services. In addition to
3 Discriminatory NIL NIL this, the Bank through its financial inclusion agenda
employment continues to remain engaged with the unbanked and
underbanked population.
8. What percentage of your undermentioned
employees were given safety & skill up- Principle 5: Businesses Should Respect and
gradation training in the last year? Promote Human Rights.
I. Permanent Employees 92% AU Bank strongly advocates respecting and promoting
II. Permanent Women Employees 91% basic human rights. Besides, the Bank has inherently
III. Causal/Temporary/Contractual Employees 53% adopted an exhaustive compliance mechanism at multiple
IV. Employees with Disabilities 40% levels, which minimises the slightest possibility of any
abuse of the fundamental human-rights principle while
dealing with internal & external stakeholders. The Bank
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Growing the right way
Bank and the compliance to be ensured in this regard. generated and discharged are within the permissible
Corporate
The Bank also promote vendors to adopt environment limits of laws applicable.
friendly measures in their operations.
7. Number of show cause/legal notices received from
2. Does the Company have strategies/initiatives CPCB/SPCB which are pending (i.e. not resolved to
to address global environmental issues such as satisfaction) as on end of Financial Year.
climate change, global warming, etc.? Y/N. If Nil.
yes, please give hyperlink for web page etc.
No Principle 7 – Businesses, When Engaged in
Influencing Public and Regulatory Policy,
3. Does the Company identify and assess potential Should do so in a Responsible Manner.
environmental risks? Y/N
AU Bank regularly engages with multiple regulatory
Statutory
Yes. The Bank assesses its environmental risk in
agencies, associations, organisations, management
multiple ways. It has implemented social environment
institutes, and others. The Bank also participates in
and management system and a fair practice code,
several thought leadership and brainstorming workshops
which helps the Bank to assess the potential
to upgrade its understanding on all critical matters.
environmental risks in its operations covering loans
Compliance and secretarial function of the Bank keeps
and banking transactions of the customers. Being
disseminating the important RBI, SEBI and other critical
custodian of the public deposits, the Bank continue to
industry and regulatory circulars, updates on a regular
follow a stringent approach in lending & investment
basis to ensure the Bank’s operations are run in
operations, thereby protecting the potential risk in
accordance with regulatory framework.
the sector in which it operates.
In discussion with management requisite
4. Does the Company have any project related to
representations are made at appropriate forum to address
Financial
Clean Development Mechanism? If so, provide
the industrywide issues and issues of common
details thereof, in about 50 words or so. Also, if
importance and thus, develop policies that are beneficial
Yes, whether any environmental compliance
to the Bank as well as its stakeholders.
report is filed?
Being a banking company and nature of operations
1. Is your Company a member of any trade and
comprising financial services, this information is
not applicable.
chamber or association? If Yes, Name only those
major ones that your business deals with:
1. Confederation of Indian Industry (CII)
5. Has the Company undertaken any other initiatives
2. Indian Banks Association (IBA)
on clean technology, energy efficiency, renewable
3. Indian Institute of Banking and Finance (IIBF)
energy, etc. Y/N. If yes, please give hyperlink for
4. Society of Indian Automobile Manufactures (SIAM)
web page etc?
Energy efficiency and conservation is a part of our 5. National Critical Information Infrastructure
business planning. The Bank’s systems and Protection Centre (NCIIPC)
processes are designed in manner to ensure optimum 6. Fixed Income Money Market and Derivatives
energy usage by continuous monitoring of all forms of Association of India (FIMMDA)
energy and augmenting the efficiency of operations.
2. Have you advocated/lobbied through above
The Bank’s branches and offices are designed in a associations for the advancement or
manner to ensure maximum utilisation of day light, improvement of public good?
resulting in reduced consumption of electricity. No.
Moreover, it procures star rated electric
equipments, auto monitors, auto switch timers and Principle 8 – Corporate Social Responsibility
LED lights are installed for cost efficient operations in Inclusive Growth and Equitable Development
the Bank.
The Corporate Social Responsibility Policy (CSR Policy) of
6. Are the emissions/waste generated by the the Bank sets out the broad framework for guidance on
Company within the permissible limits given by the Bank’s CSR activities and long-term approach around
it. The Policy also sets out the principles and the rules that
CPCB/SPCB for the financial year being reported?
need to be adhered to while taking up and implementing
Being a banking company and nature of operations
CSR activities to be undertaken as specified in Schedule
comprising financial services this information is not
substantial. However adequate measures are being VII of the Companies Act, 2013 (excluding the activities
put in place to ensure that emissions and waste pursued in the normal course of business) and the
expenditure thereon.
• Financial Inclusion through Livelihood Enhancement AU Bank is incorporating ways and means to
& Vocational Skill training; permeate the successful adoption of its community
development initiatives and it is adopted positively by
• Sports for Development. community.
• Educating society at large through Financial & Digital
literacy. Principle 9: Businesses Should Engage with and
Provide Value to their Customers and Consumers
The Bank has CSR policy and CSR committee in in a Responsible Manner
place wherein social development programme
projects and priorities are decided and implemented. Customer centricity is one of the key pillars of AU Dharma.
Customers being at the focal point for organisation,
The detailed description is available in the CSR report always have significant impact on the growth of any
section of the annual report. organisation. To provide value to its customers, the Bank
has adopted a robust mechanism and has formed several
2. Are the programmes/projects undertaken through customer-centric policies with an array of basic consumer
in-house team/own foundation/external NGO/ services to redressal mechanism.
government structures/any other organisation?
Programmes are undertaken by the Bank on its own At AU Bank, our mission goes beyond customer servicing
and its foundation i.e. ‘AU Foundation’, along with and we only aim for customer delight and going beyond
other credible implementing agencies. their imagination. The focus has always been on
offering simple, easily accessible, cost-effective
3. Have you done any impact assessment of your technological solution to our valued customers. The
initiative? Bank strives on effective communication of unique
Yes, at periodic intervals, CSR Committee and Board features of its products that cater to the differentiated
of the Bank is presented with progress and impact of requirements of customers through one-on-one meeting
key CSR initiatives undertaken under Schedule VII of with customers, brochures at branches and information
the Companies Act, 2013. CSR initiatives undertaken on the website.
by the Bank is covered under the Corporate Social
Responsibility section of the Annual Report. AU Bank’s deep customer centricity is reflected through its
uniquely designed product features viz. monthly interest
pay-outs, minimal paper work, digital onboarding, true
anywhere banking, and others. Besides, our extended
banking hours, multiple engagement channels including
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Growing the right way
mobile and digital banking that allow greater freedom, • Key applicable conditions are shared with customers
Corporate
flexibility and choice to our customers. at the time of account opening as MITC (Most
Important Terms & Conditions) and
1. What percentage of customer complaints/
• Any changes are shared via email/SMS/physical
consumer cases are pending as on the end of
communications.
financial year?
For the FY 2018-19, the Bank has resolved 97 3. Is there any case filed by any stakeholder
% of complaints. against the Company regarding unfair trade
practices, irresponsible advertising and/or anti-
2. Does the Company display product information competitive behaviour during the last five years
on the product label, over and above what is and pending as on end of financial year? If so,
mandated as per local laws? Yes/No/N.A. Remarks provide details thereof, in about 50 words or
Statutory
(additional information) so.
As a Bank our products are intangible, thus product No cases are pending as on the end of the financial
label requirement is not applicable to us. We promptly year pertaining to unfair trade practices, irresponsible
communicate all the features, charges, terms and advertising and/or anti-competitive behaviour
conditions for all of products and services to our during the preceding five years.
customers through:
4. Did your Company carry out any consumer
• Detailed on welcome letter/receipts to customers survey/consumer satisfaction trends?
The Bank is exploring agencies for conducting annual
• Display on website, at branches via collaterals and
consumer survey/consumer satisfaction trends.
notice boards;
For the FY 2018-19 the Bank has not conducted any
consumer survey.
Financial
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Corporate
Key audit matters How our audit addressed the key audit matter
(a) Identification of Non Performing Advances and provisioning for Advances (Refer Schedule 17.4 to the financial statements)
Loans and advances constitute a major portion of the Bank’s • Our audit procedures included considering the Bank’s accounting
assets and the quality of the Bank’s loan portfolio is policies for NPA identification and provisioning and assessing
measured in terms of the proportion of non-performing compliance with the prudential norms prescribed by the
assets (NPAs) to the total loans and advances. As at March RBI (IRAC Norms).
31, 2019, the Bank has reported total gross loans and • Tested the operating effectiveness of the controls (including
advances of ` 22,994 crores (March 31, 2018: ` 13,412 application and IT dependent controls) for appropriate classification
crores), gross non-performing
of loans in the respective asset classes viz., standard, sub-standard,
advances of ` 470 crores (March 31, 2018: ` 270 crores)
doubtful and loss with reference to IRAC norms at every month
and a corresponding provision for non-performing
end.
advances of
` 176 crores (March 31, 2018: ` 100 crores). • Performed test of details to verify whether the provisioning rates
applied for respective asset classes were in accordance with the
Identification and provisioning of NPAs is governed by the
Statutory
Bank’s accounting policies and assessed the reasonableness of
prudential norms prescribed by the Reserve Bank of India
the rates used by the management wherever such rates were
(RBI). These norms prescribe several criteria for a loan to be
higher than the minimum rates prescribed by RBI.
classified as a NPA including overdue aging.
• Performed inquiries with the credit and risk departments to
Given the volume and variety of loans, judgement is involved
ascertain if there were indicators of stress or an occurrence of an
in the application of RBI norms for classification of loans as
event of default in a particular loan account or any product
NPA and in view of the significance of this area to the overall
category which need to be considered as NPA. Examined the
audit of financial statements, it has been considered as a
early warning reports generated by the Bank’s credit team on a
key audit matter.
monthly basis to identify loan accounts with performance issues.
• Considered the special mention accounts (SMA) reports submitted
by the Bank to the RBI’s central repository of information on large
credits (CRILC) to assess whether any accounts from such reporting
Financial
need to be considered as non-performing.
• Tested the Bank’s controls to identify loan accounts of a common
borrower to ensure all facilities availed by a delinquent customer are
classified appropriately. Performed analytical procedures on various
financial and non-financial parameters to test the completeness
of accounts identified as NPA.
• Tested the arithmetical accuracy of computation of
provision for Advances.
(b) IT systems and controls • For testing the IT general controls, application controls and IT
As a newly set-up small finance bank there has been a major dependent manual controls, we included specialized IT auditors
enhancement in the information technology (IT) as part of our audit team. The specialized team also assisted in
infrastructure of the Bank in the previous year. During the testing the accuracy of the information produced by the Bank’s IT
current year, as the IT systems and processes continue to systems.
mature in view of the evolving business and regulatory
• We tested the design and operating effectiveness of the Bank’s IT
landscape, frequent changes in the technology
access controls over the information systems that are critical to
environment have been carried out by the Bank.
financial reporting.
The IT infrastructure is critical for smooth functioning of
• We tested IT general controls (logical access, changes management
the Bank’s business operations as well as for timely and
and aspects of IT operational controls). This included testing
accurate financial reporting. Accordingly, the Bank has
that requests for access to systems were appropriately reviewed
continued to invest in its IT infrastructure in the current year
and authorized.
as well.
• We tested the Bank’s periodic review of access rights. We inspected
Due to the pervasive nature and complexity of the IT
requests of changes to systems for appropriate approval and
environment and considering that several systems and
authorization. We considered the control environment relating to
process have been implemented in recent past, and as a
various interfaces, configuration and other application controls
result the IT control environment may not have matured, it is
identified as key to our audit.
considered a key audit matter.
• In addition to the above, we tested the design and operating
Our areas of audit focus included user access
effectiveness of certain automated controls that were considered as
management, developer access to the production
key internal controls over financial reporting.
environment and changes to the IT environment. These are
key to ensuring IT dependent and application based controls • Where deficiencies were identified, we tested compensating controls
are operating effectively. or performed alternate procedures.
In connection with our audit of the financial statements, Our objectives are to obtain reasonable assurance about
our responsibility is to read the other information and, in whether the financial statements as a whole are free from
doing so, consider whether such other information is material misstatement, whether due to fraud or error,
materially inconsistent with the financial statements or our and to issue an auditor’s report that includes our
knowledge obtained in the audit or otherwise appears to opinion. Reasonable assurance is a high level of
be materially misstated. If, based on the work we have assurance, but is not a guarantee that an audit
performed, we conclude that there is a material conducted in accordance with SAs will always detect a
misstatement of this other information, we are required material misstatement when it exists. Misstatements can
to report that fact. We have nothing to report in this arise from fraud or error and are considered material if,
regard. individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users
Responsibilities of Management and the Board taken on the basis of these financial statements.
of
As part of an audit in accordance with SAs, we exercise
Directors for the Financial Statements
professional judgment and maintain professional
The Bank’s Board of Directors is responsible for the skepticism throughout the audit. We also:
matters stated in section 134(5) of the Act with respect
to the preparation of these financial statements that give • Identify and assess the risks of material misstatement of
a true and fair view of the financial position, financial the financial statements, whether due to fraud or
performance, cash flows of the Bank in accordance with error, design and perform audit procedures responsive
the provisions of Section 29 of the Banking Regulation Act, to those risks, and obtain audit evidence that is
1949, accounting principles generally accepted in India, sufficient and appropriate to provide a basis for our
including the Accounting Standards specified under section opinion. The risk of not detecting a material
133 of the Act read with Rule 7 of the Companies misstatement resulting from fraud is higher than for
(Accounts) Rules, 2014 in so far as they apply to the one resulting from error, as fraud may involve collusion,
Bank provision of section 29 of the Banking Regulation forgery, intentional omissions, misrepresentations, or
Act, 1949 and the circulars, guidelines and directions the override of internal control.
issued by Reserve Bank of India (“RBI”) from time to time.
• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
This responsibility also includes maintenance of
are appropriate in the circumstances. Under section
adequate accounting records in accordance with the
143(3)(i) of the Act, we are also responsible for
provisions of the Act for safeguarding of the assets of
expressing our opinion on whether the Bank has
the Bank and for preventing and detecting frauds and
adequate internal financial controls system in place
other irregularities; selection and application of
and the operating effectiveness of such controls.
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the • Evaluate the appropriateness of accounting policies used
design, implementation and maintenance of adequate and the reasonableness of accounting estimates and
internal financial controls, that were operating effectively related disclosures made by management.
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and • Conclude on the appropriateness of management’s use
presentation of the financial statements that give a true of the going concern basis of accounting and, based on
and fair view and are free from material misstatement, the audit evidence obtained, whether a material
whether due to fraud or error. uncertainty exists related to events or conditions that
may cast significant doubt on the Bank’s ability to
continue as a going concern. If we conclude that a
In preparing the financial statements, management is
material uncertainty
responsible for assessing the Bank’s ability to continue
180|
Growing the right way
Corporate
been within the powers of the
Bank; and
Statutory
that:
Financial
dealt with by this Report are in
agreement with the books of account;
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Growing the right way
ii. The Bank did not have any long-term Place: Jaipur
contracts, including derivative contracts, Date: April 22, 2019
for which there were any material
foreseeable losses;
Annexure 1
to the Independent Auditor’s Report of Even Date on the Financial Statements of AU Small Finance Bank Limited
AUDITOR’S RESPONSIBILITY
TO THE MEMBERS OF AU SMALL FINANCE BANK
LIMITED Our responsibility is to express an opinion on the Bank’s
internal financial controls over financial reporting based
We have audited the internal financial controls over
on our audit. We conducted our audit in accordance
financial reporting of AU Small Finance Bank Limited
with the Guidance Note on Audit of Internal Financial
(the “Bank”) as of March 31, 2019 in conjunction with
Controls Over Financial Reporting (the “Guidance Note”)
our audit of the financial statements of the Bank for the
and the Standards on Auditing as specified under section
year ended on that date.
143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL applicable to an audit of Internal Financial Controls and,
FINANCIAL CONTROLS both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require
The Bank’s Management is responsible for establishing
that we comply with ethical requirements and plan and
and maintaining internal financial controls based on the
perform the audit to obtain reasonable assurance about
internal control over financial reporting criteria established
whether adequate internal financial controls over
by the Bank considering the essential components of
financial reporting was established and maintained and if
internal control stated in the Guidance Note on Audit
such controls operated effectively in all material respects.
of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of
Our audit involves performing procedures to obtain
India. These responsibilities include the design,
audit evidence about the adequacy of the internal
implementation and maintenance of adequate internal
financial controls system over financial reporting and their
financial controls that were operating effectively for
operating effectiveness. Our audit of internal financial
ensuring the orderly and efficient conduct of its
controls over financial reporting included obtaining an
business, including adherence to the Bank’s policies, the
understanding of internal financial controls over financial
safeguarding of its assets, the prevention and detection
reporting, assessing the risk that a material weakness
of frauds and errors, the accuracy and completeness of
exists, and testing and evaluating the design and
the accounting records, and the timely
operating effectiveness of
Corporate
procedures selected depend on the auditor’s judgement, CONTROLS OVER FINANCIAL REPORTING
including the assessment of the risks of material
Because of the inherent limitations of internal financial
misstatement of the financial statements, whether due to
controls over financial reporting, including the possibility
fraud or error.
of collusion or improper management override of controls,
material misstatements due to error or fraud may occur
We believe that the audit evidence we have obtained is
and not be detected. Also, projections of any evaluation
sufficient and appropriate to provide a basis for our
of the internal financial controls over financial reporting
audit opinion on the internal financial controls system
to future periods are subject to the risk that the internal
over financial reporting.
financial control over financial reporting may become
inadequate because of changes in conditions, or that
MEANING OF INTERNAL FINANCIAL CONTROLS the degree of compliance with the policies or
Statutory
OVER FINANCIAL REPORTING procedures may deteriorate.
A company’s internal financial control over financial
reporting is a process designed to provide reasonable OPINION
assurance regarding the reliability of financial reporting
In our opinion, the Bank has, in all material respects,
and the preparation of financial statements for external
an adequate internal financial controls system over
purposes in accordance with generally accepted
financial reporting and such internal financial controls
accounting principles. A company’s internal financial
over financial reporting were operating effectively as at
control over financial reporting includes those policies
March 31, 2019, based on the internal control over
and procedures that (1) pertain to the maintenance
financial reporting criteria established by the Bank
of records that, in reasonable detail, accurately and
considering the essential components of internal control
fairly reflect the transactions and dispositions of the
stated in the Guidance Note on Audit of Internal Financial
Financial
assets of the company;
Controls Over Financial Reporting issued by the Institute of
(2) provide reasonable assurance that transactions are
Chartered Accountants of India.
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and For S. R. Batliboi & Associates LLP
expenditures of the company are being made only in Chartered Accountants
accordance with authorisations of management and Firm’s Registration No.: 101049W/E300004
directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of per Amit Kabra
unauthorised acquisition, use, or disposition of the Partner
company’s assets that could have a material effect on the Membership No.: 094533
financial statements.
Place: Jaipur
Date: April 22, 2019
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Growing the right way
Balance Sheet
as at March 31, 2019
(` in ‘000)
As at March 31, 2019 As at
Particulars Schedule
March 31, 2018
The Schedules referred to above form an integral part of the Balance Sheet.
As per our attached Report of even date.
For S. R. Batliboi & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants AU Small Finance Bank Limited
ICAI Firm Registration No.: 101049W/E300004 (Formerly Au Financiers (India) Limited)
Corporate
for the year ended March 31, 2019
(` in ‘000)
Year Ended Year Ended
Particulars Schedule
March 31, 2019 March 31, 2018
I. INCOME
Interest earned 13 2,94,88,354 1,76,71,899
Other income 14 46,20,292 38,80,601
Total Income 3,41,08,646
Statutory
2,15,52,500
II. EXPENDITURE
Interest expended 15 1,60,63,512 82,67,285
Operating expenses 16 1,08,26,075 75,26,092
Provisions & contingencies (refer note 9- schedule 18A) 34,00,991 28,38,727
Total Expenditure 3,02,90,578 1,86,32,104
III. PROFIT/LOSS
Net profit/ (loss) for the year 38,18,068
29,20,396
Add: Balance in Profit/Loss Account brought forward from previous year 1,36,58,366
1,16,73,069
Total 1,74,76,434
1,45,93,465
IV. APPROPRIATIONS
Transfer to Statutory Reserves 9,54,517
Financial
Transfer to Special Reserve u/s 36(1)(viii) of Income Tax Act, 1961 (refer 7,30,099
3,78,000
schedule 2.III) 2,05,000
Transfer to Capital Reserve
27,616
Transfer to Investment Fluctuation Reserve -
2,21,200
Dividend paid (includes tax on dividend) -
1,74,826
Balance carried over to Balance Sheet -
1,57,20,275
Total 1,36,58,366
1,74,76,434
V. EARNING PER SHARE (refer note 5- schedule 18B) 1,45,93,465
Basic (`) 13.16
Diluted (`) 12.90 10.26
Nominal value per share (`) 10.00 10.00
Significant accounting policies and notes to accounts forming part of 10.00
financial statements 17 & 18
The Schedules referred to above form an integral part of the Profit and Loss Account.
As per our attached Report of even date.
For S. R. Batliboi & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants AU Small Finance Bank Limited
ICAI Firm Registration No.: 101049W/E300004 (Formerly Au Financiers (India) Limited)
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Growing the right way
(` in ‘000)
Year Ended Year Ended
Particulars
March 31, 2019 March 31, 2018
Corporate
for the year ended on March 31, 2019
(` in ‘000)
Year Ended Year Ended
Particulars
March 31, 2019 March 31, 2018
Statutory
Share/Debenture Issue Expenses (33,137) (11,875)
Dividend paid (includes tax on dividend) (1,74,826) -
Net cash flow from/ (used in) in Financing Activities (C) 1,43,57,914 52,10,441
Net Increase in Cash And Cash Equivalents (A + B + C) (2,10,253) 1,13,62,630
Cash and Cash Equivalents at the beginning of the year (Refer Note Below) 1,76,12,187 62,49,557
Cash and Cash Equivalents at the end of the year (Refer Note Below) 1,74,01,934 1,76,12,187
Note:
Balance with Banks in India in Fixed Deposit (As per Sch 7 I (i) (b)) 13,29,729 36,86,181
Balance with Banks in India in Current Account (As per Sch 7 I (i) (a)) 60,781 3,55,731
Money at Call and Short Notice in India (as per Sch 7 I (ii)) 79,00,000 86,49,039
Cash in hand (including foreign currency notes) (As per Sch 6 I) 11,59,935 9,24,148
Financial
Balance with RBI in Current Accounts (As per Sch 6 II) 69,51,489 39,97,088
Cash and Cash Equivalents at the end of the year 1,74,01,934 1,76,12,187
For S. R. Batliboi & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants AU Small Finance Bank Limited
ICAI Firm Registration No.: 101049W/E300004 (Formerly Au Financiers (India) Limited)
186|
Growing the right way
Schedules
forming part of the Balance Sheet as at March 31, 2019
SCHEDULE 1 : CAPITAL
(` in ‘000)
As at As at
Particulars
March 31, 2019 March 31, 2018
Authorized shares
35,00,00,000 (P.Y. 35,00,00,000) equity shares of ` 10/- each 35,00,000 35,00,000
Issued Subscribed and paid up capital
I. 28,57,03,620 equity shares of ` 10/- each (March 31, 2018: 28,42,50,906 equity shares) 28,57,036 28,42,509
II. Add: 23,23,425 equity shares of ` 10/- each (March 31, 2018: 14,52,714 equity share) in 23,234 14,527
pursuant to exercise of employee stock option
III. Add: 43,30,441 equity shares of ` 10/- each (March 31, 2018: Nil) in pursuant to 43,305 -
preferential allotment
Total 29,23,575 28,57,036
(` in ‘000)
Particulars As at March 31, 2019
As at
March 31, 2018
I. Statutory Reserve
Opening Balance* 36,48,985 29,18,886
Additions during the year under the Banking Regulation Act, 1949 9,54,517 7,30,099
Deductions during the year - -
Sub-Total 46,03,502 36,48,985
*Opening balance of Statutory Reserve as at March 31, 2018 represents transfer of twenty percent of net profit after tax in accordance with the
provision of Section 45-IC of Reserve Bank of India Act, 1934 pursuant to NBFC Regulations.
Corporate
forming part of the Balance Sheet as at March 31, 2019
(` in ‘000)
As at As at
Particulars
March 31, 2019 March 31, 2018
Investment Fluctuation Reserve
Opening Balance
Additions during the year -- 2,21,200-
Deductions during the year --
Sub-Total 2,21,200-
Balance in Profit and Loss Account
Statutory
Balance in Profit and Loss Account 1,57,20,2751,36,58,366
Sub-Total 1,57,20,2751,36,58,366
Total 2,65,25,8991,97,79,832
SCHEDULE 3 : DEPOSITS
(` in ‘000)
As at As at
Particulars
March 31, 2019 March 31, 2018
Financial
A.I Demand Deposits
(i) From Banks 5,83,330 3,19,779
(ii) From Others 1,02,33,214 35,98,196
Sub-Total 1,08,16,544 39,17,975
A.II Savings Bank Deposits 2,50,84,367 1,74,16,874
A.III Term Deposits
(i) From Banks 3,59,04,650 1,84,40,782
(ii) From Others 12,24,18,795 3,94,57,562
Sub- Total 15,83,23,445 5,78,98,344
Total 19,42,24,356 7,92,33,193
B.I Deposits of branches in India 19,42,24,356 7,92,33,193
B.II Deposits of branches outside India -
-
Total 19,42,24,356
7,92,33,193
SCHEDULE 4 : BORROWINGS
(` in ‘000)
Particulars As at March 31, 2019 As at
March 31, 2018
I. Borrowings in India
(i) Reserve Bank of India 27,50,000 -
(ii) Other Banks 93,47,147 93,33,112
(iii) Other Institutions and Agencies 7,40,36,440 6,70,55,535
Sub-Total 8,61,33,587 7,63,88,647
II. Borrowings outside India - -
Total 8,61,33,587 7,63,88,647
Secured Borrowings other than CBLO and Repo Borrowings included in I above 6,02,99,781 4,77,66,082
Tier II Debt included in I above 72,00,000 27,50,000
Tier II Debt included in II above - -
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Schedules
forming part of the Balance Sheet as at March 31, 2019
(` in ‘000)
As at As at
Particulars
March 31, 2019 March 31, 2018
(` in ‘000)
As at As at
Particulars
March 31, 2019 March 31, 2018
SCHEDULE 7 : BALANCES WITH BANKS & MONEY AT CALL & SHORT NOTICE
(` in ‘000)
As at As at
Particulars
March 31, 2019 March 31, 2018
I. In India
i) Balances with banks in
(a) Current Accounts 60,781 3,55,731
(b) Other Deposit Accounts 13,29,729 36,86,181
ii) Money at call and short
(a) with Banks 65,00,000
79,00,000
(b) with Other Institutions 21,49,039
-
Sub-Total 92,90,510 1,26,90,951
II. Outside India
i) in Current Accounts - -
ii) in Other Deposit Accounts - -
iii) in Money at Call and Short Notice - -
Sub-Total - -
Total 92,90,510 1,26,90,951
Corporate
forming part of the Balance Sheet as at March 31, 2019
SCHEDULE 8 : INVESTMENTS
(` in ‘000)
As at As at
Particulars
March 31, 2019 March 31, 2018
Statutory
ii) Other Approved Securities - -
iii) Shares 9,72,054 4,49,764
iv) Debentures and Bonds 52,11,308 11,06,124
v) Subsidiaries and /or Joint Venture - -
vi) Others [Units, Certificate of Deposits (CD), Commercial Paper (CP), 1,68,55,383 65,60,844
Pass Through Certificates (PTC)]
Sub-Total 7,16,16,711 3,05,05,944
II. Investments outside India (net of provision) - -
Total 7,16,16,711 3,05,05,944
SCHEDULE 9 : ADVANCES
(` in ‘000)
Financial
As at As at
Particulars
March 31, 2019 March 31, 2018
*Priority sectors includes ` 5,331.75 crore (previous year : ` 7,806.25 crore), in respect of which the Bank has sold Priority Sector Lending
Certificates (PSLC). During the year ended March 31, 2019, the Bank has bought PSLC amounting ` 7,470.00 crore (previous year : ` Nil), which
is not included in above.
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Schedules
forming part of the Balance Sheet as at March 31, 2019
Depreciation
As at 31st March of the preceding year 10,789 9,582
Add: charge during the year 4,662 1,207
Deductions during the year - -
Sub-Total 15,451 10,789
Net Block 5,71,993 85,340
II. Other Fixed Assets (including Furniture & Fixtures)
Gross Block
At Cost as on 31st March of the preceding year 45,17,467
5,62,150
Additions during the year 7,49,403
39,91,287
Deductions during the year 88,085
Sub-Total 51,78,785 35,970
Depreciation 45,17,467
As at 31st March of the preceding year 7,99,026
Add: charge during the year 6,12,885 2,88,904
Deductions during the year 57,896 5,31,250
Sub-Total 13,54,015 21,128
Net Block 38,24,770 7,99,026
III. Capital Work in Progress 73,537 37,18,441
Total 44,70,300 57,086
38,60,867
(` in ‘000)
As at As at
Particulars
March 31, 2019 March 31, 2018
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Schedules
Corporate
forming part of the Profit and Loss Account for the Year Ended March 31, 2019
(` in ‘000)
Year Ended Year Ended
Particulars
March 31, 2019 March 31, 2018
Statutory
Total 2,94,88,354 1,76,71,899
(` in ‘000)
Particulars Year Ended March 31, 2019 Year Ended
March 31, 2018
Financial
IV. Income earned by way of Dividends etc. from subsidiaries / associates and / or others in - -
India
V. Miscellaneous Income (refer note 47- schedule 18A) 12,31,131 18,60,303
Total 46,20,292 38,80,601
(` in ‘000)
Year Ended Year Ended
Particulars
March 31, 2019 March 31, 2018
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Schedules
forming part of the Financial Statements for the year ended March 31, 2019
1. Background
3. Use of estimates
AU Small Finance Bank Limited (formerly known as Au
The preparation of the financial statements in
Financiers (India) Limited) (“AUSFBL” or “the Company”
conformity with Indian GAAP as applicable to Banks
or “the Bank”) is a public company domiciled in
requires the Management to make estimates and
India and incorporated under the provisions of the
assumptions considered in the reported amounts of
Companies Act, 1956.
assets and liabilities (including contingent liabilities)
and the reported income and expenses for the
The Company had originally obtained its license from
reporting period. The Management believes that
Reserve Bank of India (‘RBI’) to operate as a non-
the estimates used in preparation of the financial
deposit accepting Non-Banking Financial Company
statements are prudent and reasonable. Actual results
(NBFC-ND) on November 7, 2000 vide certificate of
could differ due to these estimates. Any revision in
registration no. B-10-00139.
the accounting estimates is recognized
prospectively in the current and future periods.
The Company has changed its name to AU Small
Finance Bank Limited with effect from April 13,
2017 and commenced its operations as a Small
4. Significant accounting policies
Finance Bank from April 19, 2017 pursuant to the A. Advances
approval received from the Reserve Bank of India (i) Classification
dated December 20, 2016. Advances are classified as performing assets and
non-performing assets (‘NPAs’) in accordance
The Bank is engaged in providing a range of with the RBI guideline on Income Recognition
banking and financial services including retail and Asset Classification (IRAC). Further, NPAs
banking, wholesale banking and treasury operations are classified into sub-standard, doubtful and
and other services. The Bank operates in India only loss assets based on the criteria stipulated by
and does not have presence in any foreign country. RBI. The advances are stated net of specific
provisions made towards NPAs and unrealised
The Bank is governed by the Banking Regulation interest on NPAs. Interest on NPAs is
Act, 1949, banking guidelines issued by RBI on Small transferred to an interest suspense account
Finance Bank 2016, and the Companies Act, 2013. and not recognised in the Profit and Loss
Account until received.
2. Basis of preparation
(ii) Provisioning
The financial statements have been prepared under
Provision for non-performing advances
the historical cost convention and on the accrual
comprising sub-standard, doubtful and loss
basis of accounting, unless otherwise stated and
assets is made at a minimum in accordance
complying with the requirements prescribed under
with the RBI guidelines. In addition, the Bank
the Third Schedule of the Banking Regulation Act,
considers accelerated specific provisioning that is
1949. The accounting and reporting policies of the
based on past experience, evaluation of security
Bank which is used in the preparation of financial
and other related factors. Specific loan loss
statements conform to Generally Accepted Accounting
provision in respect of non-performing advances
Principles in India (Indian GAAP), the guidelines
are charged to the Profit and Loss Account. Any
issued by RBI from time to time, the accounting
recoveries made by the Bank in case of NPAs
standards notified under section 133 of the
written off are recognised in the Profit and Loss
Companies Act 2013, read together with paragraph
Account.
7 of the Companies (Accounts) Rules 2014,
Companies (Accounting Standards) Amendment
Rules, 2016 in so far as they apply to banks. The
accounting policies adopted in the preparation of the
financial statements are consistent with those
followed in the previous year.
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
Statutory
91-180 15% 25% they are sold (true sale criteria as defined in
181-364 30% 30% RBI circular being fully met) and consideration
365-455 60% 60% is received by the Bank. In respect of receivable
456-729 60% 100% pools securitised-out, the Bank provides
>729 100% 100% liquidity and credit enhancements, as specified
Loss asset 100% 100% by the rating agencies, in the form of cash
collaterals
The Bank considers a restructured account as one / guarantees and / or by subordination of cash
where the Bank, for economic or legal reasons flows in line with RBI guidelines. The Bank also
relating to the borrower’s financial difficulty, grants acts as a servicing agent for receivable pools
to the borrower concessions that the Bank would securitised-out.
not otherwise consider. Restructuring would
Financial
normally involve modification of terms of the The Bank enters into transactions for transfer of
advances / securities, which would generally standard assets through the direct
include, among others, alteration of repayment assignment of cash flows, which are similar to
period / repayable amount / the amount of asset-backed securitisation transactions
instalments / rate of interest (due to reasons other through the SPV route, except that such
than competitive reasons). Restructured accounts portfolios of receivables are assigned directly
are classified as such by the Bank only upon to the purchaser and are not represented
approval and implementation of the restructuring by Pass Through Certificates (‘PTCs’).
package. Necessary provision for diminution in the
fair value of a restructured account is made and The RBI issued addendum guidelines on
classification thereof is as per the extant RBI securitisation of standard assets vide its circular
guidelines. dated May 7, 2012. Accordingly, the Bank
does not provide liquidity or credit
In accordance with RBI guidelines, the Bank has enhancements on the direct assignment
provided general provision on standard assets at transactions undertaken subsequent to
these guidelines.
levels stipulated by RBI from time to time - direct The Bank amortises any profit received for every
advances to sectors agricultural and SME at 0.25%, individual securitisation or direct assignment
commercial real estate at 1.00%, restructured transaction based on the method prescribed
standard advances progressively to reach 5.00%, in these guidelines.
commercial real estate-residential housing at 0.75%,
housing loans (which have adequate Loan to Value The Bank enters into transactions for the sale
(LTV) ratio as prescribed by RBI) at 0.25% and for or purchase of Priority Sector Lending
other sectors at 0.40%. Provision made against Certificates (PSLCs). In the case of a sale
standard assets in accordance with RBI guidelines as transaction, the Bank sells the fulfilment of
above is disclosed separately under Other Liabilities priority sector obligation and in the case of a
and not netted off against Advances. purchase transaction the Bank buys the
fulfilment of priority sector obligation through
Provision for unhedged Foreign Currency Exposure of the RBI trading platform. There is no transfer
borrowers is made as per the RBI guidelines. of risks or loan assets. The fee received for
the sale of PSLCs
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Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
Investments classified as AFS and HFT are break-up value (without considering ‘revaluation
marked to-market on a periodic basis as per
relevant RBI guidelines. The securities are valued
scrip-wise and any depreciation / appreciation is
aggregated for each category. Net appreciation
in each category, if any, is ignored, while net
depreciation is provided for. The book value of
individual securities is not changed consequent
to the periodic valuation of investments.
196|
reserves’, if any) which is to be
ascertained from the company’s latest
Growing balance sheet (which should not be
the right way
more than one year prior to the date
AU Smallof
Finance Bank
valuation). In case the latest
balance sheet is not available the
shares are to be valued at ` 1 per
company, as per relevant RBI
Statutory
guidelines.
Financial
not available, then these could be
valued at cost, till the end of the
locking period. Wherever the re-
purchase price is not available, the
Units could be valued at the NAV
of the respective scheme.
Also, the Bank value the securities sold under Defined Benefits Plan
repo transactions as per the investment For defined benefit plans in the form of gratuity fund,
classification of the securities. The difference the cost of providing benefits is determined using
between the clean price of the first leg and the Projected Unit Credit method, with actuarial
clean price of the valuations being carried out at each Balance Sheet
date. Actuarial gains and losses are recognised in
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Growing the right way
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
Statutory
exercised within a specified period.
recognised in the Balance Sheet represents the
present value of the defined benefit obligation as
In accordance with the Securities and Exchange Board
adjusted for unrecognised past service cost, as
of India (Share Based Employee Benefits)
reduced by the fair value of scheme assets. Any
Regulations, 2014 and the Guidance Note on
asset resulting from this calculation is limited to past
Accounting for Employee Share-based Payments,
service cost, plus the present value of available
issued by The Institute of Chartered Accountants of
refunds and reductions in future contributions to the
India, the cost of equity-settled transactions is
schemes.
measured using the intrinsic value method. The
intrinsic value being the excess, if any, of the fair
Short term Employee benefits
market price of the share under ESOSs over the
The undiscounted amount of short-term employee
exercise price of the option is recognised as deferred
benefits expected to be paid in exchange for the
Financial
employee compensation with a credit to Employee’s
services rendered by employees are recognised
Stock Option (Grant) Outstanding account. The
during the year when the employees render the
deferred employee compensation cost is amortised
service. These benefits include performance incentive
on a straight-line basis over the vesting period of the
and compensated absences which are expected
option. The cumulative expense recognized for equity-
to occur within twelve months after the end of the
settled transactions at each reporting date until the
period in which the employee renders the related
vesting date reflects the extent to which the vesting
service. The cost of such compensated absences is
period has expired and the number of equity
accounted as under:
instruments that are outstanding. The fair market
price is the latest available closing price preceding the
(a) in case of accumulated compensated
date of grant of the option, on the stock exchange on
absences, when employees render the services
which the shares of the Bank are listed.
that increase their entitlement of future
compensated absences; and
The options that do not vest because of failure to
satisfy vesting condition are reversed by a credit to
(b) in case of non-accumulating compensated
employee compensation expense, equal to the
amortised portion
absences, when the absences occur. of value of lapsed portion. In respect of the options
Bank are in accordance with Securities and Exchange Board of
Long term Employee benefits India (Share Based Employee Benefits)
The Bank accrues the liability for compensated
absences based on actuarial valuation as at the
Balance Sheet date conducted by an independent
actuary which includes assumptions about
demographics, early retirement, salary increases,
interest rates and leave utilisation. The net present
value of the Banks’ obligation is determined using the
Projected Unit Credit Method as at the Balance Sheet
date. Actuarial gains/ losses are recognised in the
Profit and Loss Account in the year in which they
arise.
198|
which expire unexercised the balance
standing to the credit of Employee’s Stock
Option
Growing the (Grant)
right way Outstanding accounts is
transferred to Profit & Loss Account.
AU Small Finance Bank
F. Revenue recognition
i) Interest Income is recognized on a
time proportion accrual basis taking
into account the amount
outstanding and the interest rate
implicit in the underlying agreements.
Income or any other charges on
non-performing assets or on assets
taken in custody for recovery of loan
through disposal of such assets during
the period are recognized only when
realized as per the IRAC norms of
RBI. Any such income recognized
and remaining unrealized, before
the asset became non-performing or
before disposal of assets in custody
of the company, is reversed.
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Growing the right way
Schedules
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
Statutory
differences between taxable income and accounting
income originating during the current year and
A contingent liability is a possible obligation that
reversal of timing differences for the earlier years.
arises from past events whose existence will be
Deferred tax is measured using the tax rates and
confirmed by the occurrence or non-occurrence of
the tax laws enacted or substantively enacted at
one or more uncertain future events beyond the
the reporting date. Deferred income tax relating to
control of the Bank or a present obligation that is not
items recognised directly in equity is recognised in
recognised because it is not probable that an
equity and not in the Profit and Loss Account.
outflow of resources will be required to settle the
obligation.
Deferred tax liabilities are recognised for all taxable
timing differences. Deferred tax assets are recognised
A contingent liability also arises in extremely rare
for deductible timing differences only to the extent
cases where there is a liability that cannot be
that there is reasonable certainty that sufficient
recognised because it cannot be measured reliably.
Financial
future taxable income will be available against
The Bank does not recognize a contingent liability
which such deferred tax assets can be realized. In
but discloses its existence in the financial statements.
situations where the Bank has unabsorbed
Contingent assets are neither recognised nor
depreciation or carry forward tax losses, all
disclosed in the financial statements.
deferred tax assets are recognised only if there is
virtual certainty supported by convincing evidence
J. Earnings Per Share (EPS)
that they can be realized against future taxable
Basic and diluted earnings per share is computed
profits.
in accordance with Accounting Standard-20 –
Earnings per share.
The carrying cost of the deferred tax assets are
reviewed at each balance sheet date. The Company
Basic earnings per share is calculated by dividing
writes down the carrying amount of a deferred tax
the net profit or loss after tax for the period
asset to the extent that it is no longer reasonably
attributable to equity shareholders by the weighted
certain or virtually certain, as the case may be, that
average number of equity shares outstanding during
sufficient future taxable income will be available
the period. Partly paid equity shares are treated as
against which deferred tax asset can be realised.
a fraction of an equity share to the extent that they
Any such write down is reversed to the extent that
are entitled to participate in dividends relative to a
it becomes reasonably certain or virtually certain,
fully paid equity share during the period.
as the case may be, that sufficient future taxable
income will be available.
For the purpose of calculating diluted earnings per
share, the weighted average number of shares
I. Accounting for provisions, contingent liabilities
outstanding during the period are adjusted for the
and contingent assets
effects of all dilutive potential equity shares.
A provision is recognised when the Company has
a present obligation as a result of past event, it is
K. Cash and Cash Equivalents
probable that an outflow of resources embodying
Cash and Cash equivalents include cash in hand,
economic benefits will be required to settle the
balances with RBI, balances with other banks and
obligation and a reliable estimate can be made of
money at call and short notice.
the amount of the obligation.
L. Fixed Assets
Property, Plant and Equipment/ Software/ Capital
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Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
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Growing the right way
Schedules
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
Statutory
(a) Treasury
(e) Unallocated
The treasury segment primarily consists of net
All items which are reckoned at an enterprise
interest earnings from the Bank’s investment
level are classified under this segment. This
portfolio, money market borrowing and lending
includes unallocable assets and liabilities such as
and gains or losses on investment operations.
deferred tax, prepaid expenses, etc.
(b) Retail banking
Segment revenue includes earnings from
The retail banking segment serves retail
customers. Segment result includes revenue
customers through a branch network and other
less interest expense less operating expense
delivery channels. This segment raises deposits
and provisions, if any, for that segment.
from customers and provides loans and other
Segment-wise income and expenses include
services to customers with the help of
Financial
certain allocations. Segment capital employed
specialist product groups. Exposures are
represents the net assets in that segment.
classified under retail banking taking into
account the status of the borrower (orientation
Part B: Geographic segments
criterion), the nature of product, granularity of
The Bank operates in a single geographic
the exposure and the quantum thereof.
segment i.e. domestic.
Revenues of the retail banking segment are
derived from interest earned on retail loans,
fees from services rendered etc. expenses of
N. Share Issue Expenses
this segment primarily comprise interest Share issue expenses are adjusted from Securities
expense on deposits, commission paid to retail Premium Account as permitted by Section 52 of the
assets sales agents infrastructure and premises Companies Act, 2013.
expenses for operating the branch network
and other delivery channels, personnel costs, O. Accounting for Proposed Dividend
other direct overheads and allocated expenses Dividend proposed/ declared including dividend
of specialist product groups, processing distribution tax after the balance sheet date is
units and support groups. accrued in the books of the Bank in the year in which
the dividend is approved by the shareholders as per
(c) Wholesale banking revised Accounting Standard (AS) 4 ‘Contingencies
The wholesalebanking segment providesloans and Events occurring after the Balance sheet date’ as
and transaction services to large corporates, notified by the Ministry of Corporate Affairs through
emerging corporates, public sector units, amendments to Companies (Accounting Standards)
government bodies, financial institutions and Amendment Rules, 2016, dated 30 March 2016.
medium scale enterprises. Revenues of the
wholesale banking segment consist of interest
earned on loans made to customers etc. The
principal expenses of the segment consist of
interest expense on funds borrowed from
external sources, personnel costs, other direct
overheads and allocated expenses of delivery
channels, specialist product groups, processing
units and support groups.
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Amounts in notes forming part of the financial statements for the year ended March 31, 2019 are denominated in rupee
crore to conform to extant RBI guidelines.
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Growing the right way
Schedules
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
2 Investments
2.1 Detail of Investments
(` in Crore)
Particulars March 31, 2019 March 31, 2018*
Statutory
(1) Value of Investments
(i) Gross Value of Investments
(a) In India 7,161.72 3,051.06
(b) Outside India - -
(ii) Provisions for Depreciation
(a) In India
0.05 0.47
(b) Outside India
(iii) Net Value of Investments - -
(a) In India
(b) Outside India 7,161.67 3,050.59
(2) Movement of provisions held towards depreciation on investments - -
(i) Opening balance
Financial
(ii) Add: Provisions made during the year 0.47 -
(iii) Less: Write off / write back of excess provisions during the year 0.05 0.47
(iv) Closing balance 0.47 -
0.05 0.47
*The Bank has not availed the dispensation provided by RBI circular DBR.No.BP.BC.102/21.04.048/2017-18 dated April 2, 2018 on deferment of
mark to market losses on investments classified as AFS/ HFT, and have provided for any depreciation fully as on March 31, 2018.
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
Details of repo / reverse repo deals (in face value terms) (Including LAF and TREPS) done during the year ended March 31, 2018
(` in Crore)
Minimum
Maximum Daily Average Outstanding as on
Particulars outstanding outstanding outstanding March 31, 2018
during the year during the year during the year
(` in Crore)
Extent of Private Extent of ‘Below Extent of Extent of
Amount
Sr. No. Issuer Placement Investment Grade’ ‘Unrated’ ‘Unlisted’
Securities Securities* Securities**
1 2 3 4 5 6 7
(i) Public sector undertakings 645.69 447.16 - - -
(ii) Financial institutions 971.03 335.14 - - -
(iii) Banks 33.17 - - - -
(iv) Private corporates 246.74 98.70 - - -
(v) Subsidiaries / Joint Ventures - - - - -
(vi) Others $ 407.29 407.29 - - -
(vii) Provision held (0.05) (0.05) - - -
towards depreciation
Total 2,303.87 1,288.24 - - -
Amounts reported under column 4, 5, 6 and 7 above are not mutually exclusive.
* Excludes investments in equity shares in line with extant RBI guidelines.
** Excludes investments in equity shares, Pass Through Certificates (PTC) and Commercial Paper (CP) in line with extant RBI guidelines.
$ Others include Investment in PTC.
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Growing the right way
Schedules
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
Issuer-wise composition of non-SLR investments as at March 31, 2018:
(` in Crore)
Extent of Private Extent of ‘Below Extent of Extent of
Amount
Sr. No. Issuer Investment Grade’ ‘Unrated’ ‘Unlisted’
Statutory
Placem
Securities Securities* Securities**
1 2 3 4 5 6 7
(i) Public sector undertakings 49.91 - - - -
(ii) Financial institutions 341.23 44.98 - - -
(iii) Banks 235.83 - - - -
(iv) Private corporates 49.54 - - - -
(v) Subsidiaries / Joint Ventures - - - - -
(vi) Others $ 135.32 135.32 - - -
(vii) Provision held (0.16) - - - -
towards depreciation
Total 811.67 180.30 - - -
Financial
Amounts reported under column 4, 5, 6 and 7 above are not mutually exclusive.
* Excludes investments in equity shares in line with extant RBI guidelines.
** Excludes investments in equity shares, Pass Through Certificates (PTC) , Commercial Paper (CP) and Certificate of Deposits (CD) in line with
extant RBI guidelines.
$ Others include Investment in PTC.
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
2.5 Sale and Transfers to / from HTM Category
During the year ended March 31, 2019 and the previous year ended March 31, 2018 the Bank has not sold
and transferred securities to or from HTM category exceeding 5% of the book value of investment held in HTM
category at the beginning of the year. The 5% threshold referred to above does not include onetime transfer of
securities to/ from HTM category with the approval of Board of Directors permitted to be undertaken by banks as
per extant RBI guidelines, sale of securities under pre-announced Open Market Operation (OMO) auction to the
RBI and sale of securities or transfer to AFS / HFT consequent to the reduction of ceiling on SLR securities under
HTM.
4 Asset Quality
4.1 Movement in NPAs (On fund based portfolio)
(` in Crore)
Particulars March 31, 2019 March 31, 2018
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Growing the right way
SCHEDULE
AU 18 -Bank
Small Finance NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019 (CONTD.)
forming part of the Financial Statements for the year ended March 31,
Schedule
4.2 Disclosure on accounts subjected to restructuring for the year ended March 31, 2019:
(` in Crore, except numbers)
Type of Restructuring
Sr Asset Classification Under CDR Mechanism Under SME Debt Restructuring Mechanism Others Total
No. Sub- Sub- Sub- Sub-
Details Standard Doubtful Loss Total Standard Doubtful Loss Total Standard Doubtful Loss Total Standard Doubtful Loss Total
Standard Standard Standard Standard
1 Restructured No. of
- - - - - - - - - - - 7 1 - 8 - 7 1 - 8
Accounts as on borrowers
April 1 of the FY Amount - - - - - - - - - - - 2.50 0.00 - 2.50 - 2.50 0.00 - 2.50
(opening figures)* outstanding
Provision - - - - - - - - - - - 0.62 0.00 - 0.62 - 0.62 0.00 - 0.62
thereon
2 Fresh restructuring No. of - - - - - - - - - - - - 1 - 1 - - 1 - 1
during the year borrowers
Amount - - - - - - - - - - - - 0.03 - 0.03 - - 0.03 - 0.03
outstanding
Provision - - - - - - - - - - - - 0.02 - 0.02 - - 0.02 - 0.02
thereon
3 Upgradations No. of - - - - - - - - - - - (4) - - (4) - (4) - - (4)
to restructured borrowers
standard category Amount - - - - - - - - - - - (1.45) - - (1.45) - (1.45) - - (1.45)
during the year outstanding
Provision - - - - - - - - - - - (0.39) - - (0.39) - (0.39) - - (0.39)
thereon
4 Restructured No. of - - - - - - - - - - - - - - - - - - -
standard advances borrowers
which cease to Amount - - - - - - - - - - - - - - - - - - -
attract higher outstanding
provisioning and / Provision - - - - - - - - - - - - - - - - - - -
or additional risk thereon
weight at the end
of the year and
hence need not be
shown as
restructured
standard advances
at the beginning
of the next year - - - - - - - - - - - (3) 3 - - - (3) 3 -
5 Downgradations No. of
of restructured borrowers - - - - - - - - - - - (1.05) 1.00 - (0.05) - (1.05) 1.00 - (0.05)
accounts Amount
during the year outstanding - - - - - - - - - - - (0.23) 0.37 - 0.14 - (0.23) 0.37 - 0.14
Provision
thereon - - - - - - - - - - - - - - - - - - -
6 Write-offs of No. of
restructured borrowers - - - - - - - - - - - - - - - - - - -
accounts Amount
during the year outstanding - - - - - - - - - - - - 5 - 5 - - 5 - 5
7 Restructured No. of
Accounts as on borrowers - - - - - - - - - - - 0.00 1.04 - 1.04 - 0.00 1.04 - 1.04
March 31 of the year Amount
(closing figures)* outstanding - - - - - - - - - - - 0.00 0.39 - 0.39 - (0.00) 0.39 - 0.39
Provision
thereon
* Excluding the figures of Standard Restructured Advances which do not attract higher provisioning or risk weight (if applicable).
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SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019 (CONTD.)
Annual Report 2018-
forming part of the Financial Statements for the year ended March 31,
Schedule
1 Restructured No. of - - - - - - - - - - - - - - - - - - - -
Accounts as on borrowers
April 1 of the Amount - - - - - - - - - - - - - - - - - - - -
FY
(opening figures)* outstanding
Provision - - - - - - - - - - - - - - - - - - - -
thereon
2 Fresh restructuring No. of - - - - - - - - - - - 7 1 - 8 - 7 1 - 8
during the year borrowers
Amount - - - - - - - - - - - 2.50 0.00 - 2.50 - 2.50 0.00 - 2.50
outstanding
Provision - - - - - - - - - - - 0.62 0.00 - 0.62 - 0.62 0.00 - 0.62
thereon
3 Upgradations No. of - - - - - - - - - - - - - - - - - - - -
to restructured borrowers
standard category Amount - - - - - - - - - - - - - - - - - - - -
during the year outstanding
Provision - - - - - - - - - - - - - - - - - - - -
thereon
4 Restructured No. of - - - - - - - - - - - - - - - - - - - -
standard advances borrowers
which cease to Amount - - - - - - - - - - - - - - - - - - - -
attract higher outstanding
provisioning and / Provision - - - - - - - - - - - - - - - - - - - -
or additional risk thereon
weight at the end
of the year and
hence need not be
shown as
restructured
standard advances
at the beginning
of the next year
5 Downgradations No. of - - - - - - - - - - - - - - - - - - - -
of restructured borrowers
accounts Amount - - - - - - - - - - - - - - - - - - - -
during the year outstanding
Provision - - - - - - - - - - - - - - - - - - - -
thereon
6 Write-offs of No. of - - - - - - - - - - - - - - - - - - - -
restructured borrowers
accounts Amount - - - - - - - - - - - - - - - - - - - -
during the year outstanding
7 Restructured No. of - - - - - - - - - - - 7 1 - 8 - 7 1 - 8
Accounts as on borrowers
March 31 of the year Amount - - - - - - - - - - - 2.50 0.00 - 2.50 - 2.50 0.00 - 2.50
(closing figures)* outstanding
Provision - - - - - - - - - - - 0.62 0.00 - 0.62 - 0.62 0.00 - 0.62
thereon
* Excluding the figures of Standard Restructured Advances which do not attract higher provisioning or risk weight (if applicable).
Schedules
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
4.3 Details of Financial Assets sold during the year to Securitisation / Reconstruction Companies (SC/RC)
During the year, there was no sale of non-performing financial assets to Securitisation Company / Reconstruction
Company (Previous year Nil).
Statutory
4.4 Details of book value of investment in security receipts (SRs) backed by NPAs
The Bank has not invested in security receipts during the year and previous year.
Financial
5 Business Ratios
Particulars March 31, 2019 March 31, 2018
2. Operating profit = (Interest Income + Other Income – Interest expenses – Operating expenses).
4. “Business” is the total of average of net advances and deposits (net of inter-bank deposits).
The Bank has compiled the data for the purpose of this disclosure from its internal MIS system/reports and has been
furnished by the Management which has been relied upon by the auditors.
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SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019 (CONTD.)
Annual Report 2018-
forming part of the Financial Statements for the year ended March 31,
Schedule
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
7 Exposures
7.1 Exposure to real estate sector
(` in Crore)
Category March 31, 2019 March 31, 2018
Statutory
(a) Direct exposure
(i) Residential Mortgages– 116.35 1.64
Lending fully secured by mortgages on residential property that is or will be occupied by
the borrower or that is rented; (includes Individual housing loans eligible for inclusion
in priority sector advances as at March 31, 2019 ` 78.90 crore and as at March 31,
2018 ` 0.25 crore).
(ii) Commercial Real Estate– 793.69 768.12
Lending secured by mortgages on commercial real estate (office buildings, retail space,
multi purpose commercial premises, multi family residential buildings, multi tenanted
commercial premises, industrial or warehouse space, hotels, land acquisition, development
and construction, etc.). Exposure would also include non fund based (NFB) limits.
Financial
(iii) Investments in Mortgage Backed Securities (MBS) and other securitised exposures–
(a) Residential - -
(b) Commercial Real Estate - -
Total (A) 910.04 769.76
(b) Indirect Exposure
Fund based and non-fund based exposures on National Housing Bank (NHB) and Housing 394.63 389.58
Finance Companies (HFCs).
Total (B) 394.63 389.58
Total Exposure to Real Estate Sector (A+B) 1,304.67 1,159.34
Of the loans given against the mortgage of any real estate, only those loans have been classified as an exposure to
commercial real estate, the prospects for repayment in respect of which depend primarily on the cash flows generated
by such mortgaged asset.
(i) Direct investment in equity shares, convertible bonds, convertible debentures and units of 97.21 44.98
equity oriented mutual funds the corpus of which is not exclusively invested in corporate
debt. -
(ii) Advances against shares / bonds / debentures or other securities or on clean basis to -
individuals for investment in shares (including IPOs / ESOPs), convertible bonds, convertible
debentures, and units of equity oriented mutual funds.
-
(iii) Advances for any other purposes where shares or convertible bonds or convertible -
debentures
-
or units of equity oriented mutual funds are taken as primary security.
(iv) Advances for any other purposes to the extent secured by the collateral security of 16.12
shares or convertible bonds or convertible debentures or units of equity oriented mutual
funds i.e. where the primary security other than shares / convertible bonds / convertible
debentures / units of equity oriented mutual funds ` does not fully cover the advances. -
(v) Secured and unsecured advances to stockbrokers and guarantees issued on behalf of -
stockbrokers and market makers.
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Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
7.2 Exposure to Capital Market (contd.)
(` in Crore)
Particulars March 31, 2019 March 31, 2018
(vi) Loans sanctioned to corporates against the security of shares / bonds / debentures or - -
other securities or on clean basis for meeting promoter’s contribution to the equity of
new companies in anticipation of raising resources.
(vii) Bridge loans to companies against expected equity flows / issues. - -
(viii) Underwriting commitments taken up by the banks in respect of primary issue of shares - -
or convertible bonds or convertible debentures or units of equity oriented mutual funds.
(ix) Financing to stockbrokers for margin trading. - -
(x) All exposures to Venture Capital Funds (both registered and unregistered). - -
Total Exposure to Capital Market 113.33 44.98
7.4 Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the bank
During the year ended March 31, 2019 and March 31, 2018, the Bank has not exceeded the prudential credit exposure
limit as prescribed by the Reserve Bank of India in respect of Single Borrower and Group Borrowers.
9 Breakup of “Provisions and Contingencies” recognised in the Profit and Loss Account comprise:
(` in Crore)
Sr
Particulars March 31, 2019 March 31, 2018
No.
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
10 Floating provision
(` in Crore)
Particulars March 31, 2019 March 31, 2018
Statutory
(b) The quantum of floating provisions made in the accounting year - -
(c) Amount of draw down made during the accounting year - -
(d) Closing balance in the floating provisions account - -
Financial
Particulars March 31, 2019 March 31, 2018
Includes complaints received from Banking Ombudsman (BO) and out of 895 pending complaints, all redressed before Board meeting except
62 complaints.
The above details are as furnished by the Management and relied upon by the Auditors.
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Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
15 Bancassurance Business
Commission, Exchange and Brokerage in Schedule 14 include the following fees earned on Bancassurance business:
(` in Crore)
Nature of Income March 31, 2019 March 31, 2018
Exposures comprise credit exposure (funded and non-funded credit limits) including investment exposure.
The Bank has compiled the data for the purpose of this disclosure from its internal MIS system which has been relied upon by the auditors.
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
17 Sector wise advances
(` in Crore)
March 31, 2019
Sr. % of Gross NPAs
Statutory
Sector Outstanding Total
No. Gross NPAs to Total Advances
Advances
in that sector
A Priority Sector*
1 Agriculture and allied activities 3,227.80 73.86 2.29%
2 Advances to industries sector eligible as priority sector lending 1,490.30 24.99 1.68%
Engineering 236.90 4.69 1.98%
Gems and Jewellery 248.66 2.03 0.82%
Infrastructure 321.73 2.23 0.69%
3 Services 11,529.05 303.98 2.64%
Transport Operators 2,634.88 78.23 2.97%
Trade 5,090.90 141.40 2.78%
Financial
4 Personal loans** 91.05 - 0.00%
Sub-total (A) 16,338.20 402.83 2.47%
B Non Priority Sector
1 Agriculture and allied activities - - 0.00%
2 Industry 18.06 0.06 0.31%
Engineering 3.42 - 0.00%
Gems and Jewellery 0.18 0.00 1.04%
Infrastructure 2.86 0.02 0.70%
3 Services 4,175.49 41.93 1.00%
Transport Operators 137.36 5.01 3.65%
Trade 224.64 11.90 5.30%
Non-Banking Financial Companies 2,712.78 - 0.00%
4 Personal loans 2,462.62 25.32 1.03%
Vehicle Loans 1,551.24 19.50 1.26%
Sub-total (B) 6,656.17 67.31 1.01%
Total (A+B) 22,994.37 470.14 2.04%
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Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
17 Sector wise advances (Contd.)
(` in Crore)
March 31, 2018
Sr. % of Gross NPAs
No. Sector Outstanding Total
Gross NPAs to Total Advances
Advances
in that sector
A Priority Sector*
1 Agriculture and allied activities 1,492.84 45.77 3.07%
2 Advances to industries sector eligible as priority sector lending 599.52 16.75 2.79%
Gems and Jewellery 114.69 0.50 0.44%
Basic Metal and Metal Products 126.14 1.50 1.19%
3 Services 7,264.76 182.11 2.51%
Transport Operators 1,543.05 43.40 2.81%
Trade 3,617.83 95.87 2.65%
4 Personal loans** 0.25 - 0.00%
Sub-total (A) 9,357.37 244.63 2.61%
B Non Priority Sector
1 Agriculture and allied activities - - 0.00%
2 Industry 8.57 - 0.00%
Gems and Jewellery 6.24 - 0.00%
Basic Metal and Metal Products 0.53 - 0.00%
3 Services 3,050.08 23.39 0.77%
Transport Operators 113.76 2.92 2.57%
Trade 78.03 2.99 3.84%
Non-Banking Financial Companies 1,529.51 - 0.00%
4 Personal loans 996.50 1.72 0.17%
Vehicle Loans 674.51 - 0.00%
Sub-total (B) 4,055.15 25.11 0.62%
Total (A+B) 13,412.52 269.74 2.01%
*Priority sector outstanding total advances includes ` 5,331.75 crore (previous year : ` 7,806.25 crore), in respect of which the Bank has sold
Priority Sector Lending Certificates (PSLC).
During the year ended March 31, 2019, the Bank has bought PSLC amounting ` 7,470.00 crore (previous year : ` Nil), which is not included in
above disclosure.
**Personal loan includes Housing loans.
The Bank has compiled the data for the purpose of this disclosure from its internal MIS system/reports, which has been furnished by the
Management and has been relied upon by the auditors.
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
19 Overseas assets, NPAs and revenue Management Committee of the Board to
The Bank does not have any overseas branches and ensure balance
hence the disclosure regarding overseas assets, NPAs
and revenue is not applicable (previous Year : Nil).
21 Disclosures on remuneration
A. Qualitative Disclosures:
a) Information relating to the composition and
mandate of the Remuneration Committee:
In compliance of Companies Act 2013, Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
Banking Regulation Act 1949 and other
guidelines as applicable, the Board of Directors
through its Nomination and Remuneration
Committee (NRC) of the Board oversees the
framing, review and implementation of the
Compensation policy of the Bank, on behalf of
the Board. This committee works in co-
ordination with Risk Management Committee of
the Bank, in order to achieve effective alignment
between risk and remuneration. The
Nomination and Remuneration Committee
consist of Non-Executive Directors and
constitution of the committee is as follows:
218|
between remuneration and risks as
required is in place.
Growing the right way
It shall ensure that the mix of cash,
AU Small
equityFinance Bankforms of compensation
Statutory
and other
must be consistent with risk alignment
and objectives of the Bank.
Financial
appointment/removal/reappointment of the
directors of the Board capturing the
statutory and regulatory requirements.
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
(viii) Ensure that appropriate procedures are in
(c) granting options to eligible employees and
place to assess Board effectiveness and also
determining the date of grant;
provide the suggestions on governance to
the Board of directors.
(d) determining the number of options to be
granted to an employee;
(ix) Review and oversee the Employee
Benefits program of the Bank including
(e) determining the exercise price under
deferred benefits.
the ESOP plans;
(x) Assessing the integrity, suitability, financial
(f) Formulation of the criteria for determining
position, cross check of any criminal records,
qualifications, positive attributes and
civil actions undertaken, refusal of admission
independence of a Directors and
to or expulsion from professional bodies,
Formulate the criteria for evaluation of
sanctions applied by regulators or similar
performance of all the Directors on the
bodies and previous questionable business
Board, KMPs and SMPs.
practice that are considered for a candidate.
The remuneration process is aligned to Bank’s
b) Information relating to the design and structure of
compensation Policy
remuneration processes and the key features and
objectives of remuneration policy:
c) Description of the ways in which current and
Objectives of Compensation Policy:
future risks are taken into account in the
• Ensure compliance with applicable laws, rules
remuneration processes. It should include the
and regulations as well as ‘Fit and Proper
nature and type of the key measures used to take
criteria’ of directors before their appointment.
account of these risks:
• Establish standards on compensation/ The Key parameters taken into account for the
remuneration including fixed and variable, structuring of remuneration covering fixed pay
which are in alignment with the applicable and variable pay are mentioned below:
rules and regulations and is based on the
trends and practices of remuneration prevailing (i) Risk factors that are significant to the
in the industry. operations of the Bank are taken into
consideration in devising the remuneration
• Retain, motivate and promote talent and to
structure and it is symmetric to
ensure long term sustainability of talented
the risk outcomes.
KMP, SMP and other employees.
• Define internal guidelines for payment of (ii) Compensation pay out is scheduled in
perquisites to the directors and KMP. manner where sensitivity to time horizon
of risks is taken into consideration in the
• Institutionalize a mechanism for the
review process.
appointment/ removal/ resignation/evaluation
of performance of directors.
(iii) Individual performance is reviewed on the
• Perform such functions as are required basis of Key Responsibility Areas (KRAs) and
to be performed by the Nomination and the same is carried out under the annual
Remuneration committee under the SEBI performance review (APR) of the Bank.
(Share Based Employee Benefits) regulations,
2014, including the following: (iv) Industry Benchmarking, inflation and
increase of cost of living.
(a) administering the ESOP plans;
In addition, remuneration process includes
(b) determining the eligibility of employees to
a ‘malus’ and ‘clawback’ option to take
participate under the ESOP plans;
care of any disciplinary issue or future
220|
Growing the right way
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
d) Description of the ways in which the bank seeks
with judicious mix of fixed and variable pay in
to link performance during a performance
measurement period with levels of remuneration: line with industry practices.
Individual performances are assessed in line
For adjusting deferred remuneration before and
with business/ individual delivery of the Key
Statutory
after vesting:
Result Areas (KRAs), top priorities of business
and budgets etc. One of the key factor to be The Bank’s compensation policy provides for
considered for annual performance evaluation is following in the event of negative contributions
the goal sheet built in Human Capital malus arrangement wherein Bank shall
Management Software (HCMS). withhold vesting of amount of deferred
remuneration and clawback arrangement
wherein ED’s shall be liable to return previously
In linking the performance and level of
paid or vested remuneration to the Bank as per
remuneration the job levels, business budgets,
the applicable provisions/ guidelines stipulated
risk factors, achievement of individual KRAs
by RBI.
are taken into consideration for taking decision
in this regard.
Malus: Payment of all or part of amount of
deferred variable pay can be prevented, this shall
e) A discussion of the bank’s policy on deferral
Financial
be applicable in case of:
and vesting of variable remuneration and a
discussion of the bank’s policy and criteria for
(i) Disciplinary Action (at the discretion of the
adjusting deferred remuneration before vesting
Disciplinary Committee) and/ or
and after vesting:
Employees are classified into following three
(ii) Significant drop in performance of
categories for the purpose of remuneration:
Individual/ Business (at the discretion of the
Category I: Whole Time Directors (WTD)/Chief
Nomination & Remuneration Committee).
Executive Officer (CEO)
Category II: Risk Control and Compliance
(iii) Resignation of staff prior to the payment date
Staff Category III: Other Categories of Staff
Clawback: Previously paid or already
Category I
The compensation for all Category 1 employees is vested deferred variable pay may
be recovered under this clause.
This clause will be applicable in case of
Disciplinary
approved by the Nomination and Remuneration Action (at the discretion of the Disciplinary Action
committee & RBI and the variable pay shall not appointed by the Human Capital Management team of
exceed 70% of the fixed pay. the Bank. The remuneration structure of employees
Category II
The compensation shall be subject to several
factors while assessing the remuneration
structure of employees with judicious mix of
fixed and variable pay in line with industry
practices. Key Result Areas (KRAs) of the
executives, risk factors, performance vis-a-vis
targets will be given suitable weightage for
deciding the variable pay and considering
principles laid down under compensation policy.
Category III
The employees of the Bank are being
220|
Committee and approval of the
Nomination & Remuneration
Growing Committee).
the right way
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
Fixed Remuneration: It consists of Basic Salary,
g) Total amount of deferred remuneration paid out in
House Rent Allowance, conveyance, other allowances
the financial year.
and perquisites.
Cash - NIL
Variable Remuneration: Variable Remuneration is
ESOPs - 1,308,217 Equity Shares exercised
paid as a percentage of Fixed pay, depending upon
(previous year 888,011 Equity Shares exercised).
the performance of the Employees against set key
responsibility/results areas (KRAs).
h) Breakdown of amount of remuneration awards
for the financial year to show fixed and variable,
Employee Stock Option: ESOPs are being given to the
deferred and non deferred.
Executive Directors, KMPs, SMPs and other employees
Total fixed salary for the year ended March 31,
on the basis of their performance against set KRAs,
2019 - ` 7.26 Crores (previous year ` 5.58 crore).
responsibilities, and vintage with the organization.
Deferred Variable Pay
B. Quantitative Disclosures:
a) Number of meetings held by the Remuneration
ESOPs – 5,47,200 equity shares (previous year
Committee during the financial year and
30,601 equity shares)
remuneration paid to its members.
Variable Pay for Mr. Sanjay Agarwal, MD & CEO of
During year ended March 31, 2019, 6 meetings
` 0.45 Crore for the year FY 2017-18 was
of Nomination and Remuneration committee
approved by Nomination & remuneration
was held. Each Member of the Nomination and
committee & Board which is pending with RBI
Remuneration committee is paid a sitting fee
for its approval and no variable pay is proposed
of
for performance of FY 2018-19.
` 20,000 per meeting attended.
Variable Pay for Mr. Uttam Tibrewal, WTD of
b) Number of employees having received a variable
` 0.91 Crore, ` 0.65 Crore & ` 0.75 Crore for
remuneration award during the financial year.
the year FY 2016-17, FY 2017-18 and FY
1 KMP and 5 Senior Management Personnels 2018-19
as risk takers were paid the variable
was approved by Nomination & remuneration
remuneration during the year.
committee & Board, the approval of the same
from RBI is awaited.
c) Number and total amount of sign-on awards made
during the financial year. – Nil (previous year
Non Deferred variable pay
Nil) Remuneration award paid during for the year
d) Details of guaranteed bonus, if any, paid as ended March 31, 2019 ` 1.50 crore was related
joining to FY 2017-18 and remuneration award for the
/ sign on bonus. – Nil (previous year Nil) FY 2018-19 is pending for approval at
remuneration committee or RBI (previous Year `
e) Details of severance pay, in addition to accrued 2.30 crore was related to FY 2016-17).
benefits, if any. – Nil (previous year Nil)
f) Total amount of outstanding deferred 10,00,000 ESOPs under ESOP Scheme 2018 were
remuneration, split into cash, shares and share- granted to Mr. Uttam Tibrewal, WTD during the
linked instruments and other forms. year FY 2018-19 and the same are subject to RBI
approval, earlier for FY 2017-18 38,702 ESOPs
Cash – Nil ( previous year Nil) under ESOP Scheme 2015 - Plan A & 10,18,758
ESOPs Under ESOP Scheme 2015 - Plan B were
Outstanding ESOPs as at March 31, 2019 granted and approval from RBI is pending.
– 27,56,429 equity shares (previous year
35,82,644 equity shares)
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Schedules
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
i) Total amount of outstanding deferred remuneration and retained remuneration exposed to ex post explicit and /
or implicit adjustments –
Nil
Statutory
j) Total amount of reductions during the financial year due to ex- post explicit adjustments.–
Nil
k) Total amount of reductions during the financial year due to ex- post implicit adjustments. –
Nil
23 Intra-Group exposure
The Bank does not have any exposure (advances/investments) within the group, (previous year: Nil).
Financial
24 Transfers to Depositor Education and Awareness Fund (DEAF)
During the year ended March 31, 2019 and March 31, 2018 the Bank was not required to transfer any amount to
Depositor Education and Awareness Fund.
(ii) Information with respect to outstanding credit enhancements and liquidity support:
(` in Crore)
Transactions at PAR Transactions at PREMIUM
Particulars As at As at As at As at
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
* Cash margins / deposits pledged with the banks, is NIL (previous year ` 1.82 crore), have not been netted off.
222|
Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
(iii) Disclosure as per RBI guidelines for securitisation transactions:
(` in Crore)
As at As at
Particulars
March 31, 2019 March 31, 2018
No. of SPVs sponsored by the Bank for securitisation transactions (in Nos.) 26 37
Total amount of securitised assets as per books of the SPVs sponsored by the Bank (outstanding 876.74 2,009.10
as on balance sheet date)
Total amount of exposures retained by the Bank to comply with minimum retention
requirement (MRR) as on the date of balance sheet
a) Off balance sheet exposures
First Loss
Others - -
b) On balance sheet exposures - -
First Loss
Others 99.75 136.90
Amount of exposures to securitisation transaction other than MRR 59.35 135.32
a) Off balance sheet exposures
I) Exposure to own securitisations
First Loss
Others (Guarantees provided by banks on behalf of the Bank*)
- -
II) Exposure to Third party securitisations
138.27 185.46
First Loss
Others
b) On balance sheet exposures - -
I) Exposure to own securitisations - -
First Loss
Others (Cash collateral placed in lieu of bank guarantee)
II) Exposure to Third party securitisations - -
First Loss - -
Others
- -
- -
* Cash margins / deposits pledged with the banks, is NIL (previous year ` 1.82 crore), have not been netted off.
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
27 Liquidity Coverage ration (LCR)
i) Quantitative disclosure on Liquidity Coverage Ratio (LCR) for period ended March 31, 2019:
(` in Crore)
Statutory
Quarter ended Quarter ended Quarter ended Quarter ended
March 31, 2019 December 31, 2018 September 30, 2018 June 30, 2018
Particular
Total Total Total Total Total Total Total Total
Unweighted Weighted Unweighted Weighted Unweighted Weighted Unweighted Weighted
Value Value Value Value Value Value Value Value
(average) (average) (average) (average) (average) (average) (average) (average)
High Quality Liquid Assets
1 Total High Quality
Liquid Assets 3,811.74 3,034.42 2,205.42 1,671.12
(HQLA)
Cash Outflows
2 Retail deposits and deposits
from small business
customers, of which:
760.21 38.01 657.44 32.87 561.97 28.10 456.19 22.81
Financial
(i) Stable deposits
(ii) Less stable deposits 4,380.32 438.03 3,388.19 338.82 2,623.55 262.35 1,987.79 198.78
3 Unsecured wholesale
funding, of which:
(i) Operational deposits (all - - - - - - - -
counterparties)
(ii) Non operational deposits 5,137.36 3,886.14 4,535.92 3,307.09 3,310.51 2,270.90 2,512.27 1,782.26
(all counterparties)
(iii) Unsecured debt 497.05 497.05 214.91 214.91 403.41 403.41 324.33 324.33
4 Secured wholesale funding 16.67 - 19.57 3.30
5 Additional
requirements, of which :
(i) Outflows related to derivative
exposures and other
collateral requirements
(ii) Outflows related to loss of
funding on debt products
(iii) Credit and liquidity facilities
6 Other contractual 423.77 423.77 276.73 276.73 303.81 303.81 270.04 270.04
funding obligations
7 Other contingent 2,145.08 100.23 1,822.23 83.48 1,460.15 66.02 1,316.84 58.87
funding obligations
8 Total Cash Outflows 5,399.90 4,253.90 3,354.16 2,660.39
Cash Inflows
9 Secured lending 45.13 - 65.03 - 43.36 - 26.56 -
(e.g. reverse repos)
10 Inflows from fully 1,518.77 1,340.21 1,465.87 1,303.73 1,405.35 1,260.68 1,167.06 1,029.46
performing exposures
11 Other cash inflows 272.42 136.21 266.62 133.31 223.98 111.99 207.56 103.78
12 Total Cash Inflows 1,476.42 1,437.04 1,372.67 1,133.24
Total Total Total Total
Adjusted Adjusted Adjusted Adjusted
Value Value Value Value
13 Total HQLA 3,811.74 3,034.42 2,205.42 1,671.12
3,923.48 2,816.86 1,981.49 1,527.15
14 Total Net Cash Outflows 97% 108% 111% 109%
15 Liquidity Coverage Ratio (%)
224|
Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
i) Quantitative disclosure on Liquidity Coverage Ratio (LCR) for period ended March 31, 2018:
(` in Crore)
Quarter ended Quarter ended Quarter ended Quarter ended
March 31, December 31, 2017 September 30, 2017 June 30, 2017
2018
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
ii) Qualitative disclosure on Liquidity Coverage Ratio (LCR):
To assess Bank’s resilience in liquidity stress scenario of 30 days with its high-quality liquid assets, Banks need to
compute Liquidity Coverage Ratio (LCR) as per RBI - Basel III Framework on Liquidity Standards. High Ratio signifies
Bank has enough liquid assets which it can use to fulfil its liquidity obligations in acute stress scenario. Ratio to compute
as below
Statutory
Stock of High Quality Liquid Assets
LCR (HQLA) Net Cash Outflows over a 30 days
period
Stock of High Quality Liquid Asset is total funding liquid assets could generate in stress scenario. Net Cash outflows is
the difference as derived by multiplying the outstanding balances of various categories or types of liabilities by the
outflow run-off rates and cash inflows are calculated by multiplying the outstanding balances of various categories of
contractual receivables by the rates at which they are expected to flow in.
Minimum Requirement for Small Finance Banks (as per operating guidelines for Small Finance Banks RBI/2016-17/81
DBR. NBD.No.26/16.13.218/2016-17 dated Oct 06, 2016) is as below:
Till By By By By
Financial
December 31, 2017 January 1, 2018 January 1, 2019 January 1, 2020 January 1, 2021
60% 70% 80% 90% 100%
The Bank has implemented LCR framework and has consistently maintained the LCR percentage well above the
regulatory threshold limit. The average LCR for the quarter ended March 31, 2019 was 97% which is above the
regulatory limit of 80%. For the quarter ended March 31, 2019 HQLA stood at ` 3,812 Crores.
Asset Liability Committee (ALCO) of the Bank is the primary governing body for Liquidity Risk Management, Treasury is
entrusted with the responsibility, under the guidance of the ALCO operationalizing liquidity management within the
Bank. ALM Risk unit independently measures, monitors & report Liquidity Risk as per regulatory & internal guidelines.
In computing the above information, certain estimates and assumptions have been made by the Bank’s
Management which have been relied upon by the auditors.
(a) the additional provisioning for NPAs assessed by RBI exceeds 10 per cent of the reported profit before
provisions and contingencies for the reference period, and
(b) the additional Gross NPAs identified by RBI exceed 15 per cent of the published incremental Gross NPAs for
the reference period.
There has been no material divergence observed by RBI for the financial year 2017-18 in respect of the Bank’s
asset classification and provisioning under the extant prudential norms on income recognition asset classification
and provisioning (IRACP) which require such disclosures.
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Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
29 Details of Priority Sector Lending Certificates (PSLCs)
(` in Crore)
For the year ended March 31, 2019 For the year ended March 31, 2018
Type of PSLCs
PSLC bought PSLC sold PSLC bought PSLC sold
(` in Crore)
Particulars March 31, 2019 March 31, 2018
Sr.
Contingent liability* Brief description
No.
1 Claims against the Bank not The Bank is a party to various legal and tax proceedings in the normal course of
acknowledged as debts business. The Bank does not expect the outcome of these proceedings to have a
material adverse effect on the Bank’s financial conditions, results of operations or cash
flows.
2 Guarantees on behalf of constituents As a part of its Banking activities, the Bank issues guarantees on behalf of its customers.
Guarantees generally represent irrevocable assurances that the Bank will make
payments in the event of customer failing to fulfill its financial or performance
obligations.
3 Acceptances, endorsements and These includes: Documentary credit such as letters of obligations, enhance the
other obligations credit standing of the customers of the Bank. Bill rediscounted by the Bank and cash
collateral provided by the Bank on assets which have been securitised.
4 Other items for which the Bank is These includes:
contingently liable a) Credit enhancements in respect of securitised-out loans
b) Contractual payments for Capital commitments
c) Other Guarantees
*Also refer Schedule 12 - Contingent Liabilities
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
33 Corporate social responsibility
(` in Crore)
Particulars March 31, 2019 March 31, 2018
Gross amount required to be spent by the Bank during the year (including deficit of previous year ) 11.10 7.18
Statutory
Amount spent during the year
On purposes other than construction/acquisition of any asset
Paid in Cash Yet to be Paid in Cash Total
4.59 4.23
- -
4.59 4.23
Financial
in such payments. The above is based on the information available with the Bank which has been relied upon
by the auditors.
35 Proposed dividend
The Board of Directors at their meeting proposed a dividend of ` 0.75 per share (previous year ` 0.50 per share),
subject to the approval of the members at the ensuing annual General Meeting. In terms of revised Accounting
Standard (AS) 4 ‘Contingencies and Events occurring after the Balance sheet date’ as notified by the Ministry of
Corporate Affairs through amendments to Companies (Accounting Standards) Amendment Rules, 2016, the Bank
has not appropriated proposed dividend (including tax) aggregating ` 26.43 crore (previous year ` 17.22 crore)
from Profit and Loss Account. However, the effect of the proposed dividend has been reckoned in determining
Capital funds in the computation of capital adequacy ratio as at March 31, 2019 and March 31, 2018.
228|
Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
Remuneration by way of sitting fees to the Non-Executive Directors for attending meetings of 0.36 0.40
the Board and its committees
Profit related commission to all Non-Executive Directors other than the Chairperson 0.33 0.20
47 Miscellaneous income includes profit on sale of units of mutual fund, recoveries from loans written off, income from
dealing in Priority Sector Lending Certificates (PSLC), marketing support fees etc.
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
B. Other Disclosures
1 Fixed Assets as per Schedule 10 relating to purchase of software and system development expenditure which are as follows :
(` in Crore)
Statutory
Particulars March 31, 2019 March 31, 2018
Gross Block
At cost on 31st March of the preceding year 107.18 3.90
Additions during the year 17.80 103.28
Deductions during the year 0.19 -
Total (a) 124.79 107.18
Depreciation / Amortisation
As at 31st March of the preceding year 17.29 2.48
Charge for the year 16.76 14.81
Deductions during the year 0.19 -
Total (b) 33.86 17.29
Net Value (a-b) 90.93 89.89
Financial
2 Segment reporting
Part A: Business segments:
Segment reporting for the year ended March 31, 2019 and March 31, 2018 is given below:
(` in Crore)
S.
Particulars March 31, 2019 March 31, 2018
No.
1 Segment revenue
(a) Treasury 403.03 210.29
(b) Retail banking 2,563.88 1,693.59
(c) Wholesale banking 417.37 249.23
(d) Other banking operations 26.58 2.13
(e) Unallocated - -
Income from operations 3,410.86 2,155.24
2 Segment results
(a) Treasury 156.92 105.34
(b) Retail banking 687.13 545.98
(c) Wholesale banking 114.03 70.28
(d) Other banking operations 26.58 2.13
Total Segment results 984.66 723.73
Less: Unallocated expenses 404.53 280.38
Total Profit Before Tax 580.13 443.35
Provision for Tax (Including deferred tax) 198.32
151.31
Total Profit After Tax 381.81
292.04
3 Segment Assets
(a) Treasury 9,079.48
4,713.62
(b) Retail banking 18,840.30
10,884.22
(c) Wholesale banking 4,113.51
2,648.55
(d) Other banking operations 4.40
0.64
(e) Unallocated 585.11
585.74
Total Assets 32,622.80
18,832.77
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Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
2 Segment reporting (Contd.)
(` in Crore)
S.
Particulars March 31, 2019 March 31, 2018
No.
4 Segment Liabilities
(a) Treasury 4,170.86 2,377.99
(b) Retail banking 12,725.16 8,646.73
(c) Wholesale banking 12,419.25 5,324.53
(d) Other banking operations - -
(e) Unallocated 144.64 202.34
Capital and Other Reserves 3,162.89 2,281.18
Total Liabilities 32,622.80 18,832.77
Segmental information is provided as per the MIS/reports available for internal reporting purposes, which includes
certain estimates and assumptions. The methodology adopted in compiling and reporting the above information has
been relied upon by the auditors.
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
3 Related Party Disclosures: (Contd.)
Relatives of KMP Ms. Jyoti Agarwal
Mr. Chiranji Lal Agarwal
Ms. Shakuntala Agarwal
Statutory
Mr. Yuvraj Agarwal
Ms. Mallika Agarwal
Mr. Ajay Agarwal
Ms. Pinki Agarwal
Ms. Pooja Tibrewal
Mr. Devi Prasad Tibrewal
Ms. Geeta Devi Tibrewal
Mr. Vaibhav Tibrewal
Mr. Subhash Tibrewal
Ms. Manju Agarwal
Ms. Uma Bagaria
Ms. Suman Sultania
Financial
Ms. Shweta Jain
Ms. Santosh Jain
Mr. Devansh Jain
Ms. Khushi Jain
Ms. Kavita Goyal
Ms. Sunita Agrawal
Ms Anita Agarwal
Ms.Bhawna Parnami
Ms. Rajkumari Sukhija
Ms. Asmita Parnami
Mr. Mahinder Parnami
Ms. Kavita Sukhija
Ms. Shikha Taneja
B. The Bank’s related parties balances and transactions for the year ended are summarised as follows:
1. Deposits
(` in Crore)
As at March 31, 2019 As at March 31, 2018
Particular Highest balance Highest balance
Closing balance Closing balance during the year
during the year
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Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
(` in Crore)
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Income including miscellaneous charges received from all the related parties are less than ` 50,000/- hence not shown separately.
3. Remuneration
(` in Crore)
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
1. Remuneration paid excludes value of employee stock options exercised during the year.
2. The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are
determined on an actuarial basis for the Bank as a whole.
5. Other transaction
(` in Crore)
Year ended Year ended
Name of related party Nature of transactions
March 31, 2019 March 31, 2018
Mr. Uttam Tibrewal Issue of Equity Shares of the Bank 2.57 1.71
Mr. Deepak Jain Issue of Equity Shares of the Bank 0.15 0.10
Mr. Manmohan Parnami Issue of Equity Shares of the Bank 0.02 0.01
Mr. Sanjay Agarwal Personal guarantee on behalf of Bank - 1.05
Mr. Sanjay Agarwal & Mrs. Jyoti Agarwal Personal guarantee on behalf of Bank - 12.60
AU Foundation Donation 0.77 -
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
4 Leases
The Bank has taken various premises under operating lease. The future minimum lease payments are given below:
(` in Crore)
Statutory
Particulars March 31, 2019 March 31, 2018
Financial
(` in Crore)
Particulars March 31, 2019 March 31, 2018
6 Deferred taxes
Other assets include deferred tax asset (net). The break-up of the same is as
follows:
(` in Crore)
Particulars of Asset/ (Liability) March 31, 2019 March 31, 2018
Provision for NPA and general provision on standard assets 39.53 24.50
Expenditure allowed on payment basis 5.33 6.16
Depreciation (17.68) (11.79)
Deduction u/s. 36(1)(viii) of the Income Tax Act, 1961 (20.37) (7.09)
Others 4.14 1.93
Net Deferred Tax Asset 10.95 13.71
234|
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019 (CONTD.)
Annual Report 2018-
forming part of the Financial Statements for the year ended March 31,
Schedule
Particulars Plan A1 Plan A2 Plan A3 Plan B1 Plan B2 Plan B3 Plan B4 Plan B5 Plan B6
Date of grant Aug 31, Aug 23, Oct 27, Aug 31, Aug 23, Nov 11, Jan 24, Oct 27, Aug 6,
2015 2016 2017 2015 2016 2016 2017 2017 2018
Date of Board / Compensation Aug 10, Aug 23, Oct 27, Aug 10, Aug 23, Nov 11, Jan 24, Oct 27, Aug 6,
Committee approval 2015 2016 2017 2015 2016 2016 2017 2017 2018
Number of Options granted 33,38,436 4,18,512 3,61,000 28,62,846 10,92,654 36,000 30,000 42,510 1,146
Method of settlement Equity Equity Equity Equity Equity Equity Equity Equity Equity
Graded vesting period:
1st vesting “12 months from 20% 20% 20% 20% 20% 20% 20% 20% 20%
the date of grant or on the
date of proposed initial public
offer of Bank’s equity shares
whichever is later”
1st vesting “12 months from the NA NA NA NA NA NA NA NA NA
date of grant or one year from
the date of proposed initial public
offer of Bank’s equity shares
which ever is later”
1st vesting “12 months from NA NA NA NA NA NA NA NA NA
the date of grant
2nd vesting “On expiry of one year 30% 30% 30% 30% 30% 30% 30% 30% 30%
from the 1st vesting date”
3rd vesting “On expiry of two years 50% 50% 50% 50% 50% 50% 50% 50% 50%
from the 1st vesting date”
4th vesting “On expiry of 3 years NA NA NA NA NA NA NA NA NA
from the 1st vesting date”
Exercise period 4 years from the 1st vesting date
Vesting conditions Continuous service
Weighted average remaining 2.28 2.40 3.58 2.28 2.40 2.62 2.82 3.58 4.35
contractual life (years)
Weighted average exercise 10.11 10.11 10.11 33.37 33.37 33.37 33.37 33.37 33.37
price per option (`)
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019 (CONTD.)
forming part of the Financial Statements for the year ended March 31,
Schedule
7 Accounting for employee share based payments (Contd.)
Particulars Plan C1 Plan C2 Plan C3 Plan C4 Plan C5 Plan C6 Plan C7 Plan C8 Plan C9 Plan D1 Plan D2 Plan D3
Date of grant Nov 11, Jan 24, Feb 22, May 13, Jan 30, Apr 25, Aug 6, Aug 30, Oct 13, Aug 30, Nov 22, Jan 17,
2016 2017 2017 2017 2018 2018 2018 2018 2018 2018 2018 2019
Date of Board / Compensation Nov 11, Jan 24, Feb 22, May 13, Jan 30, Apr 25, Aug 6, Aug 30, Oct 13, Aug 30, Nov 22, Jan 17,
Committee approval 2016 2017 2017 2017 2018 2018 2018 2018 2018 2018 2018 2019
Number of Options granted 11,700 1,85,900 70,700 4,99,800 10,53,901 2,919 5,480 27,600 50,865 18,56,950 1,54,541 2,437
Method of settlement Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity
Graded vesting period:
1st vesting “12 months from NA NA NA NA NA NA NA NA NA NA NA NA
the date of grant or on the
date of proposed initial public
offer of Bank’s equity shares
whichever is later”
1st vesting “12 months from 20% 20% 20% 20% 20% 20% 20% 20% 20% NA NA NA
the date of grant or one year
from the date of proposed initial
public offer of Bank’s equity
shares which ever is later”
1st vesting “12 months from NA NA NA NA NA NA NA NA NA 20% 20% 20%
the date of grant
2nd vesting “On expiry of one 30% 30% 30% 30% 20% 20% 20% 20% 20% 20% 20% 20%
year from the 1st vesting date”
3rd vesting “On expiry of two 50% 50% 50% 50% 30% 30% 30% 30% 30% 30% 30% 30%
years from the 1st vesting date”
4th vesting “On expiry of 3 years NA NA NA NA 30% 30% 30% 30% 30% 30% 30% 30%
from the 1st vesting date”
Exercise period 6 years from the 1st vesting date
Vesting conditions Continuous service
Weighted average remaining 5.28 5.28 5.28 5.28 5.84 6.07 6.36 6.42 6.54 6.42 6.65 6.81
contractual life (years)
Weighted average exercise 140.00 140.00 140.00 140.00 140.00 140.00 140.00 140.00 140.00 664.00 643.00 622.00
price per option (`)
236|
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019 (CONTD.)
Annual Report 2018-
forming part of the Financial Statements for the year ended March 31,
Schedule
forming part of the Financial Statements for the year ended March 31,
Schedule
7 Accounting for employee share based payments (Contd.)
Details of stock options granted during the year:
Plan A, B, C and D: The weighted average fair value of stock options granted during the year was ` 633.69 (Plan B6), ` 606.04 (plan C6),
` 563.73 (plan C7), ` 641.42 (plan C8), ` 513.86 (plan C9), ` 362.48 (plan D1), ` 246.28 (plan D2) and ` 306.31 (plan D3)
The Black-Scholes Model has been used for computing the weighted average fair value considering the following:
Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche
Particulars vesting vesting vesting vesting vesting vesting vesting vesting vesting vesting vesting
in FY in FY in FY in FY in FY in FY in FY in FY in FY in FY in FY
2019-20 2020-21 2021-22 2019-20 2020-21 2021-22 2022-23 2019-20 2020-21 2021-22 2022-23
Share price on the date of grant (`) 657.90 657.90 657.90 688.50 688.50 688.50 688.50 657.90 657.90 657.90 657.90
Exercise price (`) 33.37 33.37 33.37 140.00 140.00 140.00 140.00 140.00 140.00 140.00 140.00
Expected volatility (%) 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28%
Life of the options granted (years) 3.00 3.50 4.00 4.00 4.50 5.00 5.50 4.00 4.50 5.00 5.50
Risk-free interest rate (%) 7.87% 7.87% 7.87% 7.80% 7.80% 7.80% 7.80% 7.87% 7.87% 7.87% 7.87%
Expected dividend rate (%) 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Fair value of the option (`) 632.38 633.40 634.38 599.39 603.46 607.23 610.99 556.91 561.12 564.89 568.85
Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche Tranche
Particulars vesting vesting vesting vesting vesting vesting vesting vesting vesting vesting vesting vesting
in FY in FY in FY in FY in FY in FY in FY in FY in FY in FY in FY in FY
2019-20 2020-21 2021-22 2022-23 2019-20 2020-21 2021-22 2022-23 2019-20 2020-21 2021-22 2022-23
Share price on the date of grant (`) 729.25 729.25 729.25 729.25 617.85 617.85 617.85 617.85 729.25 729.25 729.25 729.25
Exercise price (`) 140.00 140.00 140.00 140.00 140.00 140.00 140.00 140.00 664.00 664.00 664.00 664.00
Expected volatility (%) 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28% 37.28%
Life of the options granted (years) 4.00 4.50 5.00 5.50 4.00 4.50 5.00 5.50 4.00 4.50 5.00 5.50
Risk-free interest rate (%) 8.03% 8.03% 8.03% 8.03% 7.96% 7.96% 7.96% 7.96% 8.03% 8.03% 8.03% 8.03%
Expected dividend rate (%) 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Fair value of the option (`) 634.67 638.80 642.66 646.44 507.07 511.17 515.17 518.88 331.17 349.53 368.82 385.66
Plan D2 Plan D3
Tranche
Tranche Tranche Tranche Tranche Tranche Tranche Tranche
Particulars vesting vesting vesting vesting vesting vesting vesting vesting
in FY in FY in FY in FY in FY in FY in FY in FY
2019-20 2020-21 2021-22 2022-23 2019-20 2020-21 2021-22 2022-23
Share price on the date of grant (`) 589.65 589.65 589.65 589.65 648.75 648.75 648.75 648.75
Exercise price (`) 643.00 643.00 643.00 643.00 622.00 622.00 622.00 622.00
Expected volatility (%) 37.28% 37.28% 37.28% 37.28% 38.39% 38.39% 38.39% 38.39%
Life of the options granted (years) 4.00 4.50 5.00 5.50 4.00 4.50 5.00 5.50
238|
Risk-free interest rate (%) 7.64% 7.64% 7.64% 7.64% 7.30% 7.30% 7.30% 7.30%
Expected dividend rate (%) 0% 0% 0% 0% 0% 0% 0% 0%
Fair value of the option (`) 217.75 237.16 252.34 265.31 278.42 296.20 311.55 326.40
Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
7 Accounting for employee share based payments (Contd.)
The Bank measures the cost of ESOP using the intrinsic value method. Had the Bank used the fair value model to
determine compensation, its profit after tax and earnings per share as reported would have changed to the amounts
indicated below:
(` in Crore)
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
(` in Crore)
As at As at
Particulars
March 31, 2019 March 31, 2018
The Bank has granted 10,00,000 stock options on 30th August 2018 under Plan D1 and 38,702 and 10,18,758 stock
options on 27th October 2017 under Plan A3 and Plan B5, respectively, to Whole time Director which are pending for
RBI Approval. Accordingly, these options have not been considered for the purpose of computing the impact of ESOP
fair value on profit before tax. The vesting period for these options will commence only after the RBI approval is
received.
During the year ended March 31, 2018, 360,000 options granted under plan C4 had a different vesting schedule,
however, the options granted expired without any vesting to the grantee as the service conditions were not fulfilled.
Accordingly these options have not been considered for the purpose of computing the impact of ESOP fair value on
profit before tax for the year ended March 31, 2018.
8 Employee benefits
(a) Defined benefit plans
Gratuity
The gratuity plan provides a lumpsum payment to vested employees at retirement or on termination of
employment based on respective employee’s salary and years of employment with the Bank considering the ceiling of
gratuity amount of ` 0.20 crore.
Corporate
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
8 Employee benefits (Contd.)
Reconciliation of opening and closing balance of present value of defined benefit obligation for gratuity benefits
is given below:
Statutory
(` in Crore)
Reconciliation of opening and closing balance of the present value of the defined
benefit obligation
Liability at the beginning of the year 11.60 6.98
Interest cost 0.90 0.52
Current service cost 5.65 4.77
Benefits paid during the year (0.32) (0.15)
Actuarial (gain) / loss on obligation (2.68) (0.52)
Experience adjustment - -
Financial
Assumption change - -
Liability at the end of the year 15.15 11.60
Reconciliation of opening and closing balance of the fair value of the plan assets
Fair value of plan assets at the beginning of the year 0.14 -
Expected return on plan assets 0.18 0.00
Contributions 11.86 0.14
Benefits paid (0.32) -
Actuarial gain / (loss) on plan assets - -
Experience adjustment - -
Assumption change - -
Fair value of plan assets at the end of the year 11.86 0.14
Amount recognised in Balance Sheet
Fair value of plan assets at the end of the year 11.86 0.14
Liability at the end of the year (15.15) (11.60)
Net Asset (included under Schedule 11.VII) / (Liability) (included under Schedule 5.IV) (3.29) (11.46)
Expenses recognised in Profit and Loss Account
Interest cost
0.90 0.52
Current service cost
5.65 4.77
Expected return on plan assets
(0.18) (0.00)
Net actuarial (gain) / loss recognised in the year
(2.68) (0.52)
Net cost
3.69 4.77
Actual return on plan assets
0.18 0.00
Estimated contribution for the next year
3.00 12.20
Assumptions
Discount rate
8.00% per annum 7.75% per annum
Expected return on plan assets
8.00% per annum 7.75% per annum
Withdrawal rate
1.00% at all ages 1.00% at all ages
Salary escalation rate
7.50% per annum 7.50% per annum
240|
Growing the right way
Schedules
forming part of the Financial Statements for the year ended March 31, 2019
SCHEDULE 18 - NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2019 (CONTD.)
8 Employee benefits (Contd.)
Experience adjustment
(` in Crore)
Years Ended March 31,
Particulars
2019 2018 2017 2016 2015
Plan assets 11.86 0.14 - - -
Defined benefit obligation 15.15 11.60 6.99 4.64 2.83
Surplus / (deficit) (3.29) (11.46) (6.99) (4.64) (2.83)
Experience adjustment gain / - - - - -
(loss) on plan assets
Experience adjustment (gain) / loss on (2.68) (0.52) 0.18 0.11 (0.07)
plan liabilities
The Bank recognized ` 14.36 Crore (previous year ` 11.74 Crore) for provident fund contributions in the Profit and Loss
Account. The contributions payable to these plans by the Bank are at rates specified in the rules of the schemes.
9 Comparative figures
Figures for the previous year have been regrouped and reclassified wherever necessary to conform to the current
year’s presentation.
Corporate
As at 31st March 2019
RBI circular DBR.No.BP.BC.4/21.06.201/2015-16 dated 1st July, 2015 on ‘Prudential guideline on Capital Adequacy and
Market Discipline – New Capital Adequacy Framework (NCAF)’ requires banks to make applicable Pillar 3 disclosures.
These disclosures have not been subjected to audit or limited review. These disclosures are available on the Bank’s
website at: https://www.aubank.in/sites/default/files/Pillar-III-31st-March-2019.pdf
Statutory
Financial
242|
Growing the right way
Notice is hereby given that the Twenty Fourth (24 th) Annual
Meeting till the conclusion of 25th Annual General Meeting,
General Meeting (AGM) of the members of AU SMALL
FINANCE BANK LIMITED (Bank) will be held on Friday, be and is hereby ratified by the Members of the Bank,
26th July 2019 at 04:00 p.m. at Suryavanshi Mahal – subject to approval from Reserve Bank of India and
Ground, Floor, ITC Rajputana, Palace Road, Jaipur-302006, such other regulatory authorities, as may be applicable,
Rajasthan, India to transact the following business: and on such terms and conditions, including
remuneration, as approved by the Board of Directors of
the Bank.”
ORDINARY BUSINESS
ITEM NO. 1: To consider and adopt the Audited Financial SPECIAL BUSINESS
Statements of the Bank for the Financial Year ended
ITEM NO. 5: To appoint Mr. Narendra Ostawal (DIN:
31st March 2019 and the reports of the Board of Directors
06530414) as Director (Non-Executive).
and the Auditors thereon.
To consider and, if thought fit, to pass, the following
ITEM NO. 2: To declare dividend of ` 0.75 per equity
share of ` 10 each for the Financial Year 2018-19. resolution as an Ordinary Resolution:
ITEM NO. 3: To appoint a Director in place of “RESOLVED THAT pursuant to the provisions of Section
Mr. Uttam Tibrewal (DIN: 01024940), who retires by 152, 160 and other applicable provisions, if any, of the
rotation and being eligible, has offered himself for re- Companies Act, 2013 (“Act”) read with the Companies
appointment. (Appointment and Qualification of Directors) Rules,
2014, Securities and Exchange Board of India (Listing
ITEM NO. 4: To ratify the appointment of M/S S.R. BATLIBOI Obligations and Disclosure Requirements) Regulations
& ASSOCIATES LLP, Chartered Accountants (Registration 2015, Section 10A (2A) and other applicable provisions
No. 101049W/E300004) as the Statutory Auditors of the of the Banking Regulation Act, 1949 (including any
Bank. statutory modification(s) or re-enactment(s) thereof for
the time being in force) and the rules, circulars and
To consider and, if thought fit, to pass, the following guidelines issued by the Reserve Bank of India, relevant
resolution as an Ordinary Resolution: provisions of Article of Association of the Bank, any
other applicable laws, and based on the
“RESOLVED THAT pursuant to the applicable provisions, recommendation of Nomination & Remuneration
Committee and the Board of Directors of the Bank,
if any, of the Companies Act, 2013 and the applicable
Mr. Narendra Ostawal (DIN: 06530414), who was
provisions of the Banking Regulation Act, 1949 or re-
appointed as an Additional Director (Non-Executive)
enactment(s) thereof for the time being in force and the
pursuant to the provisions of Section 161 and other
Rules, Circulars and Guidelines issued by the Reserve
Bank of India from time to time and pursuant to the applicable provisions of the Companies Act, 2013 to
resolution passed by the Members at the Twenty Second hold Office up to the date of this AGM and in respect of
Annual General Meeting held on 27th September 2017 whom the Bank has received a notice in writing under
appointing M/S S.R. BATLIBOI & ASSOCIATES LLP, Chartered Section 160 of the Act, proposing his candidature for the
Accountants (Registration No. 101049W/E300004) as office of Director, approval of the Members of the Bank
Statutory Auditors of the Bank to hold office for four (4) be and is hereby accorded to the appointment of Mr.
years from the conclusion of the Twenty Second Annual Narendra Ostawal as a Non-Executive Director of the
General Meeting till the conclusion of the Twenty Sixth Bank to hold office for a term of four (4) years
Annual General Meeting, the appointment of M/S S.R. commencing from 17th January 2019 and whose office
BATLIBOI & ASSOCIATES LLP, Chartered Accountants shall be liable to retire by rotation.
(Firm Registration No. 101049W/E300004), as statutory
auditors to hold office from the conclusion of this Annual RESOLVED FURTHER THAT the Board of Directors of
General the Bank be and is hereby authorised to do all such acts,
244|
Growing the right way
and desirable in connection with or incidental thereto but “RESOLVED THAT pursuant to the provisions of Section
not limited to filing of necessary forms with the Registrar 197 (7) and other applicable provisions, if any, of the
of Companies and delegate all or any of its powers herein Companies Act, 2013 read with the relevant rules made
conferred to any Director(s)/Officer(s) of the Bank, to give thereunder, the relevant provisions of Section 35B
effect to this resolution.” and other applicable provisions, if any, of the Banking
Regulation Act, 1949 (including any statutory
ITEM NO. 6: To approve fees or compensation (profit amendment(s) thereto, modification(s)or re-enactment(s)
linked commission) payable to Non-Executive Directors, thereof, for the time being in force) and the rules,
including Independent Directors. guidelines and circulars issued by the Reserve Bank of
India, from time to time and subject to such other
To consider, and if thought fit, to pass, the following approvals, as may be applicable, approval of the members
Resolution, as an Ordinary Resolution: be and is hereby accorded to revise the annual
compensation (profit linked commission) to ` 25,00,000/-
“RESOLVED THAT pursuant to the provisions of Section 197 (Rupees Twenty Five Lakhs only) payable exclusive of sitting
and other applicable provisions, if any, of the Companies fees, travelling and other out of pocket expenses for
Act, 2013 read with the relevant rules made thereunder, Financial Year 2019-20 and thereafter as applicable to Mr.
Regulation 17 (6) (a) of Securities and Exchange Board of Mannil Venugopalan (DIN:00255575) Independent Director
India (Listing Obligations and Disclosure Requirements) (Part-Time) Chairman of the Bank, subject to approval of
Regulations 2015, the relevant provisions of Section 35B Reserve Bank of India.
and other applicable provisions, if any, of the Banking
Regulation Act, 1949 (including any statutory RESOLVED FURTHER THAT the Board of Directors of
amendment(s) thereto, modification(s)or re-enactment(s) the Bank be and is hereby authorised to execute all
thereof, for the time being in force) and the rules, such documents, instruments and writings as deemed
guidelines and circulars issued by the Reserve Bank of necessary, with the power to settle all questions,
India, from time to time and subject to such other difficulties or doubts that may arise in this regard as it may
approvals, as may be applicable, approval of the members in its sole and absolute discretion deem fit and to do all
be and is hereby accorded to approve fees or such acts, deeds, matters and things as it may consider
compensation (profit linked commission) paid to Non- necessary and desirable and to delegate all or any of its
Executive Directors including Independent Directors not powers herein conferred to any Director(s)/Officer(s) of
exceeding one percent (1%) of net profit of the Bank in the Bank, to give effect to this resolution.”
any Financial Year computed in accordance with Section
198 of the Companies Act, 2013 and considering the ITEM NO. 8: To revise the remuneration payable to
performance of the Bank shall be paid to the Non- Mr. Sanjay Agarwal (DIN 00009526), as the Managing
Executive Directors in such proportion as may be Director & CEO.
determined by the Board of Directors of the Bank from time
to time. To consider, and if thought fit, to pass, the following
Resolution, as an Ordinary Resolution:
RESOLVED FURTHER THAT the Board of Directors of
the Bank be and is hereby authorised to execute all “RESOLVED THAT pursuant to the provisions of Section
such documents, instruments and writings as deemed 196, 197 and other applicable provisions, if any, of the
necessary, with the power to settle all questions, Companies Act, 2013 (‘Act’), read with the relevant rules
difficulties or doubts that may arise in this regard as it may made thereunder and Schedule V of the Companies Act
in its sole and absolute discretion deem fit and to do all 2013, the relevant provisions of Section 35B and other
such acts, deeds, matters and things as it may consider applicable provisions, if any, of the Banking Regulation
necessary and desirable and to delegate all or any of its Act, 1949 (including any statutory amendment(s) thereto,
powers herein conferred to any Director(s)/Officer(s) of modification(s) or re-enactment(s) thereof, for the time
the Bank, to give effect to this resolution.” being in force) and the rules, guidelines and circulars
issued by the Reserve Bank of India, from time to time,
ITEM NO. 7: To revise the compensation (Profit Linked approval of the members of the Bank be and is hereby
Commission) payable to Mr. Mannil Venugopalan accorded to revise the remuneration with 10% increase in
(DIN:00255575), as the Independent Director (Part-Time) fixed pay for Financial Year 2019-20 to be paid to Mr.
Chairman. Sanjay Agarwal, Managing Director & CEO by way of
salary, allowances and perquisites and other amount as
To consider, and if thought fit, to pass, the following detailed herein subject to such terms & conditions as may
Resolution, as an Ordinary Resolution: be approved by Reserve Bank of India in this regard.
8 Medical reimbursement Ceiling of one month’s basic salary Ceiling of one month’s basic salary annually
annually or three months’ basic salary over 3 years
or three months’ basic salary over 3 years
9 Other benefits: Total of ` 5,00,00,000 for health, personal Total of ` 5,00,00,000 for health, personal
- Insurance accidental insurance and Group accidental insurance and Group Insurance
Insurance Scheme, together Scheme, together
-Leave travel concession For self and family once, a year incurred For self and family once, a year incurred in
in accordance with Company rules. accordance with Company rules.
RESOLVED FURTHER THAT in the event of any statutory ITEM NO. 9: To Revise the remuneration payable to
amendment, modification or relaxation by the Central Mr. Uttam Tibrewal (DIN: 01024940), as the Whole Time
Government to Schedule V of the Act or any other relevant Director.
Statutory enactment(s) thereof in this regard, the Board
of Directors be and are hereby authorised to vary or To consider, and if thought fit, to pass, the following
increase the remuneration, including salary, commission, Resolution as an Ordinary Resolution:
perquisites, allowances etc. within such prescribed limit
or ceiling and the said agreement between the Bank “RESOLVED THAT pursuant to the provisions of Section
and Mr. Sanjay Agarwal, be suitably amended to give 196, 197 and other applicable provisions, of the
effect Companies Act, 2013, if any read with the relevant rules
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Below is the bifurcation of existing and proposed fixed & variable pay (annually) for Mr. Uttam Tibrewal:
10 Other benefits: Total of ` 5,00,00,000 for health, personal Total of ` 5,00,00,000 for health, personal
-Insurance accidental insurance and Group accidental insurance and Group Insurance
Insurance Scheme, together Scheme, together
-Leave travel concession For self and family once, a year incurred For self and family once, a year incurred in
in accordance with Company rules accordance with Company rules
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Growing the right way
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and sanction(s) as may be necessary from the concerned “6J“: The Company may carry out consolidation and re-
statutory or regulatory authority(ies), the approval of the issuance of its debt securities, pursuant to and in terms of
Members of the Bank be and is hereby accorded to the the provisions of Regulation 20A of SEBI (issue and Listing of
Board of Directors (hereinafter referred to as ‘the Board’ Debt Securities) Regulations, 2008, as may be amended,
and which term shall be deemed to include any Committee from time to time.
of the Board or any other persons to whom powers are
delegated by the Board as permitted under the Companies RESOLVED FURTHER THAT the Board of Directors of
Act, 2013) for borrowing/raising funds denominated in Bank be and is hereby authorised to delegate all or any
Indian rupees or any other permitted foreign currency of its powers conferred herein to any Committee or any
by issue of debt securities, including but not limited to Director(s) or officer(s) of the Bank and to do all such
long-term bonds, non-convertible debentures, perpetual acts, deeds, matters and things as it may, in its absolute
debt instruments, Tier I/ Tier II Capital and Bonds or discretion, deem necessary, proper and desirable and to
such other debt securities as may be permitted under settle any question, difficulty or doubt that may arise with
RBI guidelines from time to time, on a private placement regard to the issue of the securities.”
basis and/or for making offers and/or invitations thereof
and/or issue(s)/ issuances thereof, on private Item No. 13: To approve amendments in Employee Stock
placement basis, for a period of one year from the date Option Scheme 2016.
hereof, in one or more tranches and/or series and under
one or more shelf disclosure documents and/or one or To consider and if thought fit, to pass, the following
more letters of offer and on such terms and conditions for resolution as a Special Resolution:
each series/tranches, including the price, coupon,
premium, discount, tenor etc. as deemed fit by the Board, “RESOLVED THAT pursuant to provisions of Section 62 (1)
as per the structure and within the limits permitted by (b) of Companies Act, 2013 and other applicable
RBI, as applicable of an amount not exceeding ` 12,000 provisions, if any, of Companies Act, 2013 read with Rule
crore (Rupees Twelve Thousand Crore) in domestic 12 of the Companies (Share Capital and Debentures)
and/or overseas market within the overall borrowing Rules, 2014 and Securities and Exchange Board of India
limits of the Bank and on such terms and conditions as (Share Based Employee Benefits) Regulations, 2014 and
may be approved by the Board, from time to time. Securities and Exchange Board of India (Listing Obligations
And Disclosure Requirements) Regulations, 2015 (including
RESOLVED FURTHER THAT the Board of Directors of any statutory modification(s), amendments or re-
Bank be and is hereby authorised to delegate all or any enactment(s) thereof for the time being in force) and
of its powers conferred herein to any Committee or any pursuant to the relevant clauses of Articles of Association
Director(s) or officer(s) of the Bank and to do all such of the Bank and such other rules, regulations, notifications,
acts, deeds, matters and things as it may, in its absolute guidelines and laws applicable in this regard, from time to
discretion, deem necessary, proper and desirable and to time, and subject to such approval(s) / consent(s) /
settle any question, difficulty or doubt that may arise with permission(s) / sanction(s), as may be required, from the
regard to the issue of the securities.” appropriate regulatory authorities / institutions / bodies
including but not limited to the Stock Exchanges,
Item No. 12: To alter Article of Association of the Bank. Securities and Exchange Board of India, the Reserve Bank
of India and further subject to such terms and conditions as
To consider and, if thought fit, to pass the following may be prescribed while granting such approval(s) /
resolution as a Special Resolution: consent(s) / permission(s) / sanction(s), and which may be
agreed to and accepted by the Board of Directors
“RESOLVED THAT pursuant to the relevant provisions of (hereinafter referred to as the “Board” which term shall be
the Articles of Association of the Bank, Section 14 and deemed to include any Committee thereof, including the
other applicable provisions of the Companies Act, 2013, if Nomination and Remuneration Committee (“NRC”)
any, and the rules made thereunder, the applicable constituted by the Board, for the time being exercising the
provisions of the Banking Regulation Act, 1949, the rules, powers conferred on the Board by this Resolution),
circulars and guidelines issued by the Reserve Bank of consent of shareholders be and is hereby accorded to
India from time to time (including any amendments, amend/alter the Employee Stock Option Scheme, 2016
statutory modification(s) and/ or re-enactment(s) thereof (“ESOP Scheme 2016”) by deleting the existing clause 5.4
for the time being in force) the insertion of new Article No. of the ESOP Scheme 2016 of the Bank relating to Exercise
6J after Article No. 6 I in the form and manner given below, Price and substituting in place thereof, the following
be and is hereby approved by the Members of the Bank. revised clause
5.4 and that the amended ESOP Scheme, 2016 as submitted
before this meeting be approved and adopted:
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Sd/-
MANMOHAN PARNAMI
COMPANY SECRETARY
Membership No. F9999
PLACE: JAIPUR
DATE: 22nd April 2019
Registered Office: 19-A, Dhuleshwar
Garden, Ajmer Road, Jaipur - 302001,
Rajasthan Website: www.aubank.in
Tel: +91 0141 4110060
Fax: +91 0141 4110090
E-mail: investorrelations@aubank.in
Notes:
7. Members/Proxies/Authorised Representatives
should bring the duly filled Attendance Slip
enclosed herewith to attend the meeting.
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2018-19 of the Bank is posted on the Bank’s website
11. In order to receive the dividend without loss of time,
all the eligible shareholders holding shares in Demat
mode are requested to update with their respective
Depository Participants, their correct Bank Account
Number, including 9 Digit MICR Code and 11digit
IFSC Code, E-Mail ID and Mobile No(s). This will
facilitate the remittance of the dividend amount as
directed by SEBI in the Bank Account electronically.
Updation of E-mail IDs and Mobile No(s) will enable
sending communication relating to credit of dividend,
un-encashed dividend, etc. Format for updation of
email ID and Bank Account detail is attached as
annexure to this AGM Notice.
14. The Annual Report for the financial year 2018-19, the
Notice of the 24th AGM and instructions for e-Voting,
along with the Attendance Slip and Proxy Form,
are being sent by electronic mode to all members
whose email addresses are registered with the
Bank/Depository Participant(s), unless a member
has requested for a physical copy of the documents.
For members who have not registered their email
addresses, physical copies of the documents are
being sent by the permitted mode.
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Growing the right way
22nd July 2019 (9:00 a.m.) and ends on Thursday, b) For Members 16 Digit Beneficiary ID For example, if
25th July 2019 (5:00 p.m.). During this period, who hold your Beneficiary ID is 12**************
shares in demat then your user ID is 12**************
shareholders of the Bank, holding shares either in account with CDSL.
physical form or in dematerialised form, as on the cut- c) For Members EVEN Number followed by Folio
off date of Friday, 19th July 2019, may cast their vote by holding shares Number registered with the company
remote e-voting. The remote e-voting module shall be in Physical Form. For example, if folio number is 001***
disabled by NSDL for voting thereafter. Once the and EVEN is 101456 then user ID
vote on a resolution is cast by the shareholder, the is 101456001***
shareholder shall not be allowed to change it
subsequently.
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5. Your password details are given below: Details on Step 2 is given below:
How to cast your vote electronically on NSDL e-Voting
a) If you are already registered for e-Voting, then you system?
can user your existing password to login and cast your 1. After successful login at Step 1, you will be able to
vote. see the Home page of e-Voting. Click on e-Voting.
Then, click on Active Voting Cycles.
b) If you are using NSDL e-Voting system for the first
time, you will need to retrieve the ‘initial password’, 2. After click on Active Voting Cycles, you will be able to
which was communicated to you. Once you retrieve see all the companies ‘EVEN’ in which you are
your ‘initial password’, you need enter the ‘initial holding shares and whose voting cycle is in active
password’ and the system will force you to change status.
your password.
3. Select ‘EVEN NO. 110733’ of Bank for which you
c) How to retrieve your ‘initial password’? wish to cast your vote.
(i) If your email ID is registered in your demat 4. Now you are ready for e-Voting as the Voting
account or with the company, your ‘initial page opens.
password’ is communicated to you on your email
ID. Trace the email sent to you from NSDL from 5. Cast your vote by selecting appropriate options i.e.
your mailbox. Open the email and open the assent or dissent, verify/modify the number of shares
attachment i.e. a .pdf file. Open the .pdf file. The for which you wish to cast your vote and click on
password to open the .pdf file is your 8-digit ‘Submit’ and also ‘Confirm’ when prompted.
client ID for NSDL account, last 8 digits of client
ID for CDSL account or folio number for shares 6. Upon confirmation, the message ‘Vote cast successfully’
held in physical form. The .pdf file contains your will be displayed.
‘User ID’ and your ‘initial password’.
7. You can also take the printout of the votes cast by you
(ii) If your email ID is not registered, your ‘initial by clicking on the print option on the confirmation
password’ is communicated to you on your postal page.
address.
8. Once you confirm your vote on the resolution, you will
6. If you are unable to retrieve or have not received the not be allowed to modify your vote.
‘Initial password’ or have forgotten your password:
General Guidelines for shareholders
a) Click on ‘Forgot User Details/Password?’ (If you are 1 Institutional shareholders (i.e. other than individuals,
holding shares in your demat account with NSDL or HUF, NRI etc.) are required to send scanned copy (PDF/
CDSL) option available on www.evoting.nsdl.com. JPG Format) of the relevant Board Resolution/
Authority letter etc. with attested specimen signature
b) ‘Physical User Reset Password?’ (If you are holding of the duly authorised signatory(ies) who are
shares in physical mode) option available on authorised to vote, to the Scrutiniser by e-mail to
www.evoting.nsdl.com. cs.vmanda@gmail.com with a copy marked to
evoting@nsdl.co.in.
c) If you are still unable to get the password by
aforesaid two options, you can send a request at 2. It is strongly recommended not to share your
evoting@nsdl.co.in mentioning your demat account password with any other person and take utmost care
number/folio number, your PAN, your name and your
to keep your password confidential. Login to the e-
registered address.
Voting website will be disabled upon five unsuccessful
attempts to key in the correct password. In such an
7. After entering your password, tick on Agree to ‘Terms
event, you will need to go through the ‘Forgot User
and Conditions’ by selecting on the check box. Details/Password?’ or ‘Physical User Reset Password?’
option available on www.evoting.nsdl.com to reset
8. Now, you will have to click on ‘Login’ button. the password.
9. After you click on the ‘Login’ button, Home page of e- 3. In case of any queries, you may refer the Frequently
Voting will open. Asked Questions (FAQs) for Shareholders and e-Voting
user manual for Shareholders available at the
download section of www.evoting.nsdl.com or call on
toll free no.:
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Growing the right way
The following Statement sets out all material facts relating it would be in the interest of the Bank that Mr. Narendra
to the Special Business mentioned in the above Notice: Ostawal is appointed
ITEM NO. 5
Mr. Narendra Ostawal (DIN:06530414), who was
appointed as an Additional Director of the Bank w.e.f. 17 th
January, 2019 pursuant to the provisions of Section 161(1)
and other applicable provisions of the Companies Act,
2013 (the “Act”), holds office up to the date of this AGM
of the Bank or the last date on which the AGM should have
been held, whichever is earlier and is eligible for
appointment. In terms of Section 160 of the Act, the Bank
has received a notice in writing from a Member signifying
his intention to propose the candidature of Mr. Narendra
Ostawal for the office of Director. The candidature of Mr.
Narendra Ostawal was recommended by the Nomination
and Remuneration Committee (“NRC”) and approved by
Board.
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Growing the right way
ITEM NO. 6
In terms of Regulation 17 (6) (a) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the
Board of Directors shall recommend all fees or
compensation (profit linked commission), if any paid
to Non-Executive Directors including Independent
Directors shall require approval of the
Shareholders in general meeting. The requirement
of obtaining approval of shareholders in general
meeting shall not apply to payment of sitting fees to
Non-Executive Directors, if made within the limits
prescribed under the Companies Act, 2013.
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purpose of business activities of the Bank.
as the Whole-Time Director of the Bank and recommended
a revision in his remuneration, for the approval of the
Board.
ITEM NO. 10
In terms of good asset financing led growth in FY 2018-19
and projected financing needs for FY 2019-20, the Bank
will be required to borrow funds for its business needs.
Also, the Board of Directors of the Bank envisages
requirement of funds in future. As per the provisions of
Section 180(1) (c) of the Companies Act, 2013, the Board can
borrow money subject to the condition that the money to
be borrowed together with the monies already borrowed
by the Bank (apart from deposits of money accepted
from public in the ordinary course of its business,
temporary loans obtained from the Company’s bankers in
the ordinary course of business) shall not exceed the
aggregate, for the time being, of the paid-up share
capital, free reserves and securities premium of Bank,
that is to say, reserves not set apart for any specific
purpose, unless the Shareholders have authorised the
Board to borrow the monies up to some higher limits.
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Growing the right way
Item No. 11
Section 42 of the Companies Act, 2013 read with
Rule 14 of the Companies (Prospectus and Allotment
of Securities) Rules, 2014 provides that Bank can issue
securities including non-convertible debentures
(NCDs) on a private placement basis subject to the
condition that the proposed offer of debt securities or
invitation to subscribe to debt securities has been
previously approved by the Shareholders of the Bank,
by means of a special resolution, for each of the
offers or invitations. In case of an offer or invitation
for NCDs, it shall be sufficient if the company passes
a special resolution only once in a year for all offer(s)
or invitation(s) for issue of such NCDs on a private
placement basis, during the period of one year from
the date of passing of the special resolution.
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Disclosures as required under Regulation 6 (2) of Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014
S.
No Particulars Description
.
1. Brief description of the scheme(s) Total number of options under the ESOP Scheme 2016 was 21 Lakhs out of which
Bank granted 12.35 Lakhs options and 8.65 Lakhs options shall be available for
grant under ESOP Scheme 2016.
2. Total number of options, SARs, shares or 8.65 Lakhs options shall be available for grant under ESOP Scheme
benefits, as the case may be to be granted 2016 excluding the Options that will be available for re-issue from total ESOP Pool.
3. Identification of classes of employees entitled to AU EMPLOYEE STOCK OPTION SCHEME 2016 shall extend to employees of the
participate and be beneficiaries in the scheme(s) Bank as determined by the Nomination and Remuneration Committee(“NRC”). The
scheme shall also be extended to new recruits of the Bank, as may be determined
by NRC from time to time.
4. Requirements of vesting and period of vesting The continuity of employee in the services of the Bank shall be the primary
requirement of the vesting. Options granted under this scheme would vest after
one year but not later than six years from the date of 1st vesting.
5. Maximum period (subject to regulation 18(1) Options granted under this scheme would vest after one year but not later than six
and 24(1) of the regulations, as the case may years from the date of 1st vesting.
be) within which the options / SARs / benefit
shall be vested
6. Exercise price, SAR price, purchase price or Exercise price of options shall be determined as average of weekly high and low of
pricing formula volume weighted average price (VWAP) of AU Small Finance Bank Equity Shares on
the stock exchange having higher trading volume during the last twenty-six weeks
from the day preceding the date of grant.
7. Exercise period and process of exercise The exercise period shall be within 6 years from the date of 1st Vesting date and
employees shall be required to submit their exercise notice electronically/physical
form to the Bank for exercising their options.
8. The appraisal process for determining the The criteria for determining the nos. of Options to be granted to employees decided
eligibility of employees for the scheme(s) on the basis of rating, objective assessment of the performance of employees,
tenure of service, their contribution and proposed role in the Bank.
9. Maximum number of options, SARs, shares, 8.65 Lakhs options shall be available for grant under ESOP Scheme 2016, which is
as the case may be to be issued per employee to be granted by NRC to employees excluding the Options that will be available for
and in aggregate re-issue from total ESOP Pool.
10. Maximum quantum of benefits to be provided As may be decided by Nomination and Remuneration committee of the Board.
per employee under a scheme(s)
11. Whether the scheme(s) is to be implemented The Scheme is administered through a Trust, except corporate action in this regard
and administered directly by the company or including allotment of securities which is to be carried out by the Bank.
through a trust
12. Whether the scheme(s) involves new issue of Both i.e. New issue of shares by Bank and secondary acquisition by the
Trust. shares by the company or secondary acquisition
by the trust or both
13. Amount of loan to be provided for As may be decided by Nomination and Remuneration committee of the Board.
implementation of the scheme(s) by the
company to the trust, its tenure, utilization,
repayment terms, etc.
14. Maximum percentage of secondary acquisition As may be decided by Nomination and Remuneration committee of the Board.
(subject to limits specified under the regulations)
that can be made by the trust for the purposes
of the scheme(s);
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Growing the right way
Disclosures as required under Regulation 6 (2) of Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014
S.
No Particulars Description
.
15. Company shall confirm to the accounting The Bank shall confirm to the applicable Accounting Standards, Companies Act,
policies specified in regulation 15 2013 and SEBI guidelines as may be applicable including the disclosure and
accounting policies as specified in the SEBI guidelines and such other guidelines
applicable from time to time shall be complied by the Bank.
16. Method which the company shall use to value The Bank to use one of the applicable methods to value its options and difference
its options or SARs in value of shares and grant price if any shall be amortized and it shall be disclosed
in the Board’s Report. Also the impact of this difference on profits and on Earnings
Per Share (EPS) of the Bank shall be disclosed in the Board’s Report.
17. In case the company opts for expensing of share It is hereby confirmed that the details as required herein will be disclosed in
the based employee benefits using the intrinsic Board’s Report.
value, the difference between the employee
compensation cost so computed and the
employee compensation cost that shall have
been recognized if it had used the fair value,
shall be disclosed in the Directors’ report and
the impact of this difference on profits and on
earnings per share (“EPS”) of the company
shall
also be disclosed in the Directors’ report.’
18. Reference of ‘AU Financiers (India) Limited’ where ever used in the said scheme has been replaced with ‘AU Small Finance Bank
Limited’ (“ Bank”) pursuant to obtaining of banking license and becoming Scheduled Commercial Bank.
19. Exercise form for exercising option has been revised in accordance with format available in online software.
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Route Map of the Venue for Annual General Meeting to be held on
Friday, 26th July 2019 at 04:00 p.m.
ATTENDANCE SLIP
AU SMALL FINANCE BANK LIMITED
CIN: L36911RJ1996PLC011381
Registered Office: 19 - A, Dhuleshwar Garden, Ajmer Road, Jaipur - 302001, Rajasthan
I hereby record my presence at the 24th ANNUAL GENERAL MEETING (“AGM”) of AU SMALL FINANCE BANK LIMITED on
Friday, 26th July 2019 at the Suryavanshi Mahal – Ground, Floor, ITC Rajputana, Palace Road, Jaipur - 302006,
Rajasthan, India at 04:00 p.m.
Name of Member....................................................................................................................................................................................
Signature of Member/Proxy
Notes: Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the
Meeting hall.
Note
Form No. MGT-11
Proxy Form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: L36911RJ1996PLC011381
Name of the Bank: AU SMALL FINANCE BANK LIMITED
Registered office: 19 – A, Dhuleshwar Garden, Ajmer Road, Jaipur - 302001,
Rajasthan Website: www.aubank.in | E-mail: investorrelations@aubank.in
2. Name:…………………………...................................……………………Address:………………………..............…………………………………………….
E-mail ID: ………………………......................................…………………Signature….........................................................or failing him
3. Name:…………………………..................................……………………Address:………………………...............…………………………………………….
E-mail ID: ………………………......................................…………………Signature…………………….........................................………………………
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24th AGM of the Bank, to be held
on Friday, 26th July 2019 at 04:00 p.m. at Suryavanshi Mahal – Ground, Floor, ITC Rajputana, Palace Road, Jaipur - 302006,
Rajasthan, India and/or at any adjournment thereof in respect of such resolutions as indicated below: -
S. No. Resolution For Against
1. To consider and adopt the Audited Financial Statements of the Bank for the Financial Year ended
31st March 2019 and the reports of the Board of Directors and the Auditors thereon
2. To declare dividend of ` 0.75 per equity share of ` 10 each for the Financial Year 2018-19.
3. To appoint a Director in place of Mr. Uttam Tibrewal (DIN: 01024940), who retires by rotation and
being eligible, has offered himself for re-appointment
4. To ratify the appointment of M/S S.R. BATLIBOI & ASSOCIATES LLP, Chartered Accountants
(Registration No. 101049W/E300004) as the Statutory Auditors of the Bank
5. To appoint Mr. Narendra Ostawal (DIN: 06530414) as a Director (Non-Executive)
6. To approve fees or compensation (profit linked commission) payable to Non-Executive Directors,
including Independent Directors
7. To revise the compensation (Profit Linked Commission) payable to Mr. Mannil Venugopalan
(DIN:00255575), as the Independent Director (Part-Time) Chairman
8. To revise the remuneration payable to Mr. Sanjay Agarwal (DIN 00009526), as the
Managing Director & CEO
9. To revise the remuneration payable to Mr. Uttam Tibrewal (DIN: 01024940), as the
Whole-time Director
10. To authorise Board of Directors to borrow money in excess of paid up capital, free reserves and
securities premium of Bank u/s 180 (1) (c) of the Companies Act, 2013
11. To issue of securities/bonds/other permissible instruments, in one or more tranches
12. To alter Article of Association of the Bank
13. To approve amendments in Employee Stock Option Scheme 2016
Email ID:
Tel.No./ Mobile No.
I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of
incomplete or incorrect information, I/we would not hold the Registrars and Transfer Agents responsible. I/We undertake
to inform any subsequent changes in the above particulars before the relevant Book closure /Record Date(s).
Place:
Date: Signature of Sole/First Holder
Please attach the photocopy of a Cheque or a blank cancelled Cheque issued by your Bank relating to your above bank
account for verifying the accuracy of the 9 Digit MICR code number/IFSC Code.
Shareholders holding shares in Physical Mode, please Shareholders holding shares in Dematerialised form,
send these details to: please send these details to:
Link Intime India Pvt. Ltd.
C-101, 247 Parks, L.B.S. Marg, Vikhroli (west) The Depository Participant with whom your Demat
Mumbai 400083 Account is maintained
Enclosures:
1. Self-attested copy of PAN Card
2. Self-attested copy of Residence Proof (Any one – Voter ID/Passport/Driving License/ AADHAAR Card)
3. Cancelled Blank Cheque leaf.
4. Signature attestation by Manager of Scheduled Commercial Bank/ AU Small Finance Bank Limited
Note
Notes
Note
Growing the right way
Safe Harbor
This Annual Report contains forward looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements
– written and oral – that we periodically make contain forward looking statements that set out anticipated results based on the management’s plans and assumptions.
We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of
similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although
we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should
known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated,
estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise.
Disclaimer
It must be distinctly understood, that the Reserve Bank of India does not undertake any responsibility for the financial soundness of the Bank or for the correctness of
any of the statements made or opinion expressed in this connection.
Standing strong on our deep roots of wisdom, we are making Corporate
Statutory
Financial