RBL Bank Ltd Directors Report.

DEAR MEMBERS,

The Directors have pleasure in presenting the 76th Annual Report of RBL Bank Limited ("the Bank") along with the audited statement of accounts for the financial year ended March 31,2019.

A. FiNANCiAL PERFORMANCE

The comparative standalone financial performance for the financial year ended March 31,2019 (FY19) with that of March 31,2018 (FY18) is summarized in the following table:

(R in crore)

Particulars FY19 FY18 Change(%)
Advances (Net) 54,308.24 40,267.84 34.87%
Deposits 58,394.42 43,902.26 33.01%
Net interest income 2,539.48 1,766.28 43.78%
Other income 1,442.37 1,068.19 35.03%
Net total income 3,981.85 2,834.47 40.48%
Operating expenses 2,042.02 1,503.41 35.83%
Provisions and contingencies 1,072.88 695.98 54.15%
Net profit 866.95 635.09 36.51%
Gross NPA ratio 1.38% 1.40% -
Net NPA ratio 0.69% 0.78% -
Capital Adequacy Ratio 13.46% 15.33% -
Business per employee 19.29 15.88 21.45%
Business per branch 347.85 317.62 9.52%
Appropriations
Transfer to Statutory Reserve 217.00 158.80 -
Transfer to Capital Reserve 9.00 9.39 -
Transfer to Revenue and Other Reserves 400.00 360.00 -
Transfer to Investment Fluctuation Reserve 78.36 - -
Transfer from Investment Reserve - (2.20) -
Dividend for the year, including tax thereon 107.00 82.17 -

The Bank posted a net total income of R 3,981.85 crore and net profit of R 866.95 crore for FY19 as against a net total income of R 2,834.47 crore and net profit of R 635.09 crore for FY18 which is an increase of 40.48% and 36.51%, respectively over FY18

Appropriations from net profit have been done as detailed herein above.

B. BUSiNESS UPDATE AND STATE OF BANKS AFFAiRS

The details on state of affairs of the Bank and the business update are separately provided in Management Discussion and Analysis Report which forms an integral part of this Report.

C. FINANCIAL DISCLOSURES Dividend

Considering the overall performance during FY19 and the need to maintain a healthy capital adequacy ratio as well as to

support the Banks future growth, the Board of Directors have recommended, subject to approval of the members at the Annual General Meeting ("AgM"), a dividend of R 2.70 (27%) per equity share for FY19, as against R 2.10 (21%) per equity share for FY18. This dividend shall be subject to tax on dividend to be paid by the Bank.

Capital Raising

During the fiscal FY19, the Bank had raised capital to the tune of R 100.54 crore through issuance/allotment of equity shares pursuant to exercise of stock options by the employees of the Bank under various Employees Stock Option Plans/ Schemes.

The paid up Equity Share Capital of the Bank as on financial year ended March 31, 2019 stood at R 4,267,097,280 divided into 426,709,728 equity shares of R 10/- each.

Capital Adequacy Ratio

The Bank is well capitalized with a Capital Adequacy Ratio ("CAR") of 13.46% as on March 31, 2019. The Bank complies with the Capital Adequacy guidelines of Reserve Bank of India ("RBI") which came into effect from April 1, 2013, known as Basel III Guidelines.

Net worth

The Banks net worth, as on March 31,2019 is R 7,336.30 crore. It comprises of paid-up equity capital of R 426.71 crore and reserves of R 6,909.59 crore (excluding Revaluation Reserve, Investment Reserve, Foreign Currency Translation Reserves and as reduced by intangible and deferred tax assets).

d. corporate governance

A detailed report on Corporate Governance as envisaged under Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulations") is annexed as Annexure I to this Report.

A copy of Certificate issued by M/s. Alwyn Jay & Co., Practicing Company Secretary is enclosed to Annexure I and forms an integral part of this Report.

E. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility Report ("BRR") has to be furnished by top five hundred listed companies based on market capitalization in the format prescribed by the SEBI. Accordingly, the report describing the initiatives taken by the Bank from an environmental, social and governance perspective is presented in a separate section forming part of this Annual Report.

F. STATUTORY DISCLOSURES Extract of Annual Return

An extract of the Annual Return as of March 31, 2019 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 and forming part of the report is placed on the website of the Bank as per provisions of Section 134(3)(a) and is available at the following link: https://ir.rblbank.com/

Conservation of Energy and Technology Absorption

Summary of measures taken by the Bank with respect to conservation of energy and technology are covered in Management Discussion and Analysis Report and Business Responsibility Report forming part of this Annual Report. The Bank is constantly pursuing its goal of upgrading technology

to deliver quality services to its customers in a cost-effective manner.

Foreign Exchange Earnings and outgo

During the year ended March 31,2019, the Bank earned R 296.62 crore and spent R 179.05 crore in foreign currency. This does not include foreign currency cash flows in derivatives and foreign currency exchange transactions.

Board of Directors

The Board of Directors ("Board") is constituted in accordance with the provisions of the Companies Act, 2013 ("CA 2013"), the Banking Regulation Act, 1949 ("the BR Act, 1949"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Articles of Association of the Bank. The Board consists of eminent persons with considerable professional expertise in banking, finance, marketing, taxation, financial inclusion, agriculture and other related fields. Their experience and professional credentials have helped the Bank to gain insights for strategy formulation and direction setting for the Bank, thus adding value to its growth objectives.

The Board comprises of eight (8) Directors out of whom two Directors are Executive/ Whole-time Directors (one of whom is a Managing Director and Chief Executive Officer), five Directors are Independent Directors (one of whom is also the part-time Chairman of the Board) and one Director is Non-Executive Director.

During the year under review, Mr. Narayan Ramachandran (DIN: 01873080), Non-Executive Part-Time Chairman of the Bank and Mr. Vimal Bhandari (DIN: 00001318) Independent Director ceased to be a Director of the Bank due to completion of their tenure of eight years, as prescribed under section 10A of the Banking Regulation Act, 1949, w.e.f. close of working hours of May 19, 2018 and September 13, 2018 respectively. Pursuant to cessation of Mr. Narayan Ramachandran as Director/Chairman of the Bank, Mr. Prakash Chandra, (DIN: 02839303) Independent Director of the Bank since January 25, 2016, was appointed as Part-time Chairman of the Bank, w.e.f. May 20, 2018 for a period of two years. The said appointment of Part-Time Chairman was approved by the Reserve Bank of India on July 24, 2018 and shareholders at their 75th Annual General Meeting of the Bank held on August 3, 2018.

Mr. Vijay Mahajan (DIN: 00038794), was appointed as an Additional Director of the Bank by the Board of Directors at their meeting held on April 27, 2018. The Shareholder of the Bank at 75th Annual General Meeting of the Bank held on August 3, 2018, appointed Mr. Mahajan as Non-Executive Director, liable to retire by rotation.

During the year under review, Ms. Rama Bijapurkar (DIN: 00001835) resigned as an Independent Director of the Bank w.e.f. close of working hours of January 10, 2019. Ms. Bijapurkar had resigned in order to explore taking on a responsibility which, for regulatory reasons, reguire her to resign from the Board of the Bankfirst. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Narayan Ramachandran, Mr. Vimal Bhandari and Ms. Rama Bijapurkar during their tenure as Chairman/Directors of the Bank.

In terms of Section 152 of the CA, 2013, Mr. Vijay Mahajan shall retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The details with regards to the Board and its Committees, Composition, Performance Evaluation etc. are provided in the Corporate Governance Report as Annexure I to this Report.

Key Managerial Personnel

Mr. Vishwavir Ahuja, Managing Director & CEO, Mr. RajeevAhuja, Executive Director (ED), Mr. Deepak Ruiya, Chief Financial Officer (interim) and Mr. Vinay Tripathi, Company Secretary of the Bank are the Key Managerial Personnel (KMP) as per the provisions of CA 2013.

Particulars of Employees

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of subsection 12 of Section 197 of CA 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Bank for the financial year.

Sr. No. Name of the Director Designation Ratio
1 Mr. Prakash Chandra* Non-Executive & Part-time Chairman 4.53x
2 Mr. Vishwavir Ahuja Managing Director & CEO 37.14x
3 Mr. Rajeev Ahuja Executive Director 34.97x

* For calculation of ratio, remuneration off 12,98,387/- for the FY 2018-19 which will be paid in the FY 2019-20 is also included.

2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary of the Bank for the financial year.

Sr.

No.

Name of the Director / KMP Designation % Increase
1 Mr. Prakash Chandra Non-Executive & Part-time Chairman N.A.
2 Mr. Vishwavir Ahuja Managing Director & CEO 15%
3 Mr. Rajeev Ahuja* Executive Director 12%
4 Mr. Deepak Ruiya Chief Financial Officer (interim) 20%
5 Mr. Vinay Tripathi Company Secretary 15%

* The increase in remuneration of Mr Rajeev Ahuja is effective from February 21, 2019 subject to the approval of Reserve Bank of India.

3. The percentage increase in the median remuneration of employees in the financial year.

The percentage increase in the median remuneration of employees in the financial year was 4.36%.

4. The number of permanent employees on the rolls of Bank.

The number of permanent employees on the rolls of Bank as on March 31,2019 was 5,843.

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

Average increase in remuneration is 8.2% for employees other than managerial personnel and 15.50% for managerial personnel (Executive Directors including Managing Director & CEO, Chief Financial Officer (interim) and Company Secretary).

It is hereby affirmed that the remuneration paid to Directors and KMPs is as per the remuneration policy of the Bank.

Notes:

/. ‘x denotes the median remuneration of the employees.

//. The remuneration of Directors is exclusive of sitting fees and remuneration (profit-linked commission) paid to Non- Executive Directors, wherever applicable. Therefore, the median remuneration is provided of Directors exclusive of Independent Directors.

The statement containing particulars of employees as required under Section 197(12) of CA 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of Section 136 of CA 2013, the Annual Reports are being sent to the members, excluding the information as required under Rule 5(2) as mentioned aforesaid and the same is open for inspection at the Registered Office of the Bank on all working days between 11:00 A.M. to 1:00 P.M. upto the date of AGM. A copy of this statement may be obtained by the members by writing to the Company Secretary of the Bank.

Remuneration Policy

Remuneration policy for employees

The Banks compensation policy keeps in mind the strategy, ethos and financial performance of the Bank and market compensation trends at any given time. The Bank recognizes that talent is critical to the long-term growth and success of the Bank and it is a pre-requisite to have a compensation structure comparable with the industry.

The Bank has set out its Compensation Policy based on the concept of CTC (Cost to Company) and TEC (Total Employee Compensation), to make compensation packages for officers across all Grades, competitive enough to attract, nurture and retain high calibre professionals in the Bank and have an organization structure that reflects specialization, focus & scale.

The Banks Compensation Policy is designed and aimed at attracting & retaining best possible / available talent that it requires to effectively grow the business and be considered a highly respected institution. It comprises of a balanced mix of Fixed & Variable cash and non-cash compensation and benefits / perquisites to deliver maximum value to the employee and other stakeholders.

The Bank strongly believes that an equity component in the compensation goes a long way in aligning the objectives of employees with those of the Bank. The underlying philosophy of stock options is to enable the employees, present and future, to get a share in the value that they help to create for the Bank over a certain period of time.

Remuneration Policy for Directors

In terms of the provisions of CA 2013 and Listing Regulations, the Board has, on recommendation of the Human Resource & Remuneration Committee ("HRRC") framed a compensation policy which inter alia deals with remuneration structure and criteria for selection and appointment of directors.

Remuneration of Executive Directors

The Board considers the recommendations of HRRC and approves the remuneration of Executive Directors (including of Managing Director & CEO), with or without modifications, subject to members and regulatory approvals.

The remuneration payable to Executive Directors is subject to prior approval of the RBI. Therefore, the remuneration or any revision in remuneration to Executive Directors is payable only after receipt of the approval from RBI.

Remuneration of Chairman

The HRRC recommends the remuneration of the Chairman to the Board which is considered and approved by the Board in the same manner subject to members and regulatory approvals.

The remuneration payable to the Chairman is subject to prior approval of the RBI. Therefore, the remuneration or any revision in remuneration of the Chairperson is payable only after receipt of the approval from RBI.

Remuneration of Non-Executive Directors (NEDs)

The NEDs are paid sitting fees for attending each meeting of the Board of Directors or any Committee thereof. The NEDs are also entitled to reimbursement of expenses for participation in the meeting of the Board and Committee thereof.

RBI vide Circular No. DBR. No.BC.97/29.67.001/2014-15 dated June 1, 2015 issued Guidelines on Compensation of Nonexecutive Directors of Private Sector Banks emphasizing that in order to enable banks to attract and retain professional directors, it is essential that such directors are appropriately compensated. Pursuant to the aforesaid RBI Circular, the maximum amount that can be paid as Commission was capped at T 10.00 Lakh per director per annum. Also, section 197 of CA 2013 permits payment of profit based commission to the Directors who are neither Managing Directors nor Whole-time Directors not exceeding One per cent (1%) of the net profits of the company, if there is a Managing or Whole-time Director or Manager or three per cent (3%) of the net profits in any other case.

The members of the Bank at their 74th Annual General Meeting had approved the payment of remuneration to NEDs (excluding the Chairman of the Bank) in the form of commission based on profit earned by the Bank w.e.f. FY 2017-18. The Board at its meeting held on April 27, 2018 had approved criteria for payment of Commission to NEDs and the commission paid during FY 2018-19 is appropriately disclosed in the 76th Annual Report of the Bank.

The Bank does not grant any Stock Options to NEDs.

Whistle Blower Policy (Vigil Mechanism)

Details required to be disclosed in this regard has been provided under Corporate Governance Report annexed as Annexure I to this Report.

Dividend Distribution Policy

The Bank has formulated a Board approved Dividend Distribution Policy. This Policy is hosted on the website of the Bank at: https://rblbank.com/api/vl /doc/document/Bank%20Policies/ Dividend-Distribution-Policy.pdf

Auditors

The members at the 75th Annual General Meeting (AGM) of the Bank had, subject to the approval of RBI, appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-l 00022) as Statutory Auditors for a period of two (2) year to hold office till the conclusion of 77th AGM in connection with the audit of the accounts of the Bank for the year ending March 31, 2020. The Bank will obtain the reguisite approval of the Reserve Bank of India for the appointment of M/s. B S R & Co. LLR Chartered Accountants as the Statutory Auditors of the Bank for the financial year 2019-20.

The Statutory Auditors have confirmed their eligibility under Section 141 of CA 2013 to continue to act as Statutory Auditors of the Bank. Further, as reguired under the relevant provision of the Listing Regulations, the Statutory Auditors have also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.

Pursuant to Section 204 of CA 2013, the Board had appointed M/s. Alwyn Jay & Co., Practicing Company Secretaries, Mumbai as its Secretarial Auditors for FY 2018-19. The Bank provided all assistance and facilities to the Secretarial Auditor for conducting their audit as prescribed under Companies Act, 2013. The Secretarial Audit Report for the FY 2018-19 is annexed to this report as Annexure II.

During the financial year under review, the Bank has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Employees Stock Option Plan (ESOP)

The underlying philosophy of the Bank Employee Stock Option Plan (ESOP) is to enable the present and future employees to share the value that they help to create for the Bank over a period of time. ESOP is also expected to strengthen the sense of ownership and belonging among the recipients. The ESOP has been designed and implemented in such a manner that the compensation structure goes a long way in aligning the objectives of an individual with those of the Bank. In addition, during the year the Bank continued with its plan of rewarding long-serving employees with ESOPs thus making them true partners in the Banks growth.

More details of the ESOP are given in the notes to accounts in the attached financial statements and Annexure III to this report.

Disclosure under Section 22 of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Bank has Zero tolerance towards any action on the part of any executive which may fall under the ambit of Sexual harassment at workplace and is fully committed to uphold and maintain the dignity of every woman executive working in the Bank. The Policy provides for protection against sexual harassment of women at

workplace and for prevention and redressal of such complaints. As a part of Anti Sexual Plarassment initiatives, the Bank created a mandatory e-learning module for all the employees called "i-COMPLY Anti Sexual Plarassment". The information relating to complaints received and disposed-off/resolved/ action taken during the FY 2018-19 is disclosed under Corporate Governance Report annexed as Annexure I to this Report.

Deposits

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

Nature of Business

The Bank has not changed its nature of business during the financial year under review.

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186(11) of CA 2013 loans made, guarantees given or securities provided or acguisition of securities by a Banking company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Related Party Transactions

Details reguired to be disclosed in this regard has been provided under Corporate Governance Report annexed as Annexure I to this Report.

Significant and material order passed by regulators or courts or tribunals impacting the going concern status and operations of the Bank

To the best of our knowledge, there are no significant/ material orders passed by the Regulators / Courts/ Tribunals etc. during FY 2018-19 which would impact the going concern status of the Bank and its future operations.

Subsidiary company

Pursuant to acguisition of 100% shareholding of RBL Finserve Limited (Formerly, Swadhaar Finserve Private Limited), RBL Finserve Limited (RBL Finserve) is the Wholly Owned Subsidiary of the Bank. Further, the Bank has formulated a board approved policy for determining Material Subsidiaries.

RBL Finserve is a dedicated Business Correspondent (BC) for RBL Bank in the financial inclusion segment servicing the Micro Finance (MF) clients and Micro and Small enterprises (MSME) segment with loans, savings and insurance products. It operates in 16 states and 2 Union Territories.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the Bank has prepared its consolidated financial statements including that of all its subsidiary companies, which forms part of this report.

A statement containing the salient features of the financial position of the Subsidiary Company in Form AOC-1 is annexed to the Financial Statements to this Report.

Further, in accordance with the fourth proviso of Section 136(1) of the Companies Act, 2013, the audited annual accounts of the said subsidiary company of the Bank have been hosted on the Banks website: https://ir.rblbank.com/

Consolidated Financial Statements

Pursuant to Section 129 of CA 2013, the Bank has prepared consolidated financial statements of the Bank with its Subsidiary Company, RBL FinServe Limited, in the same form and manner as that of the Bank which shall be laid before the ensuing AGM of the Bank along with the laying of the Banks Standalone Financial Statement under sub-section (2) of Section 129.

Risk Management Policy

The details of Risk Management Policy & its framework are separately provided in Management Discussion and Analysis Report which forms an integral part of this Report.

Qualifications in Statutory and Secretarial Audit Reports

There were no adverse observations or gualifications made by the Statutory Auditors in the Auditors Report.

Further, there were no audit gualifications made by the Secretarial Auditor in its Reports.

Adequacy of Internal Financial Controls

Proper internal financial controls were in place and that the financial controls were adeguate and were operating effectively. Further, the statutory auditors have, in compliance with the reguirements of CA 2013, issued an opinion with respect to the adeguacy of the internal financial controls over financial reporting of the Bank and the operating effectiveness of such controls details of which may be referred to in the independent auditors report attached to the financial statements of FY 2018-19.

Material changes and commitments affecting the financial position of the Bank

There are no material changes and commitments, affecting the financial position of the Bank that have occurred between the end of the financial year of the Bank i.e. March 31,2019 and the date of the Directors Report i.e. April 18, 2019.

G. OTHER DISCLOSURES

Code of Conduct

For a financial institution, trust is the most important asset. To this end, the Bank strives to ensure that its actions are in accordance with the highest standards of personal and professional integrity and highest level of ethical conduct. The Bank has adopted a Code of Conduct which all employees have

to adhere to. The employees have to conduct duties according to the aforesaid Code and avoid even the appearance of improper behaviour. Some of the areas which are covered by the Code of Conduct are fairness of employment practices, protection of intellectual property, integrity, customer confidentiality, conflict of interest.

Bribery and Corruption

We have a responsibility both to the members and to the communities in which we do business to be transparent in all our dealings. Our Code of Conduct reguires that we do not engage in bribery or corruption in any form and explicitly mentions that the Bank will not pay or procure the payment of a bribe or unlawful fee to encourage the performance of a task or one which is intended or likely to compromise the integrity of another. The Bank will not accept any payment, gift or inducement from a third party which is intended to compromise our own integrity. The Code of Conduct also includes procedures dealing with Gifts & Entertainment, Conflicts of Interest and other important matters.

Corporate Social Responsibility (CSR)

The Bank strives to proactively encourage inclusive growth and development, thereby participating towards building a sustainable future.

The Bank has a duly constituted CSR Committee of the Board consisting of majority of Independent Directors. The Bank also has the Board approved CSR Policy in place. In alignment with the CSR Mission Statement, the Bank has focused on various initiatives for FY 2018-19 as covered in the Annual Report on CSR activities detailing therein brief outline of CSR Policy, Projects undertaken, amount spent and other relevant details as furnished in Annexure IV to this report.

Management Discussion and Analysis

Management Discussion and Analysis Report for the financial year under review is presented in a separate section forming part of this Annual Report.

Awards and Recognitions

During the year under Review, the Bank was recipient of the following awards:

• Indias Best Bank for Microfinance - Awarded at the Asiamoney Awards.

• Silver Award in Best Private Sector Bank of the Year 2018. - Awarded at the Outlook Money Awards.

• Best Small Bank - Awarded atthe Business Today Financial Awards.

• Best Enterprise Mobility - Awarded at the BFSI Digital Innovation Awards by Express Computers.

• Opening Highest Percentage of Aadhaar Centres - Awarded at the Aadhaar Excellence Awards.

• Most Promising Company of the year - Awarded at the CNBC-AWAAZ CEO Awards.

• Best Multi-Channel Offering - Awarded at the Retail Banker International Awards.

• Recognised under four categories i.e. Nodal Payments API Product, Reimagining Fixed Deposits, Virtual Accounts for Payments Processing & Reimaging Digital Banking for Retail and Corporate Customers - Awarded at the Infosys Finacle Client Innovation Awards 2019.

Ratings

The Banks Basel III Tier II Bonds have been rated as "AA- hyb" and "AA-" with Stable Outlook by ICRA Limited (ICRA) and CARE Ratings Limited (CARE) respectively. Instruments rated with this rating are considered to have high degree of safety regarding timely servicing of financial obligations.

The Banks Certificate of Deposits carries a rating of "A1+" by ICRA which indicates the lowest short term credit risk. Further, the Banks Medium Term Fixed Deposit programme carries rating of "ICRA MAA (Stable)" which indicates low credit risk and the Banks short term fixed deposit programme carries a rating of "ICRA A1 +" which indicates lowest credit risk.

Know Your Customer (KYC)/Anti-Money Laundering (AML) Measures

The Bank complies with the RBIs KYC/AML guidelines. The Banks KYC/ AML Policy is prepared in accordance with the Prevention of Money Laundering Act, 2002 and RBI/IBA (Indian Banks Association) guidelines. Various regulatory reporting reguirements, as set out by the Financial Intelligence Unit (FIU) of the Government of India, are complied with by the Bank. The Bank uses automated transaction monitoring system under supervision of centralised AML team. Further, the Banks employees are being imparted training on KYC/AML aspects on a regular basis. Executives of the Bank also attend periodic workshops/seminars organised by FIU, RBI, IBA, Centre for Advanced Financial Research & Learning (CAFRAL) and College of Agricultural Banking (CAB), Pune to enhance their awareness in evolving KYC AML issues.

H. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the reguirement under Section 134(3)(c) of CA 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. The applicable accounting standards have been followed in the preparation of the annual accounts for FY 2018-19 and there have been no material departures;

ii. Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and

estimates have been made to give a true and fair view of the Banks state of affairs and of its profit for FY 2018-19;

iii. proper and sufficient care has been taken for the maintenanceofadeguateaccounting records in accordance with the provisions of CA 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

iv. the annual financial statements have been prepared on a going concern basis;

v. proper internal financial controls were in place and that the financial controls were adeguate and were operating effectively;

vi. systems to ensure compliance with the provisions of all applicable laws were in place and were adeguate and operating effectively

ACKNOWLEDGMENT

The Board is grateful to the Government of India, RBI, SEBI, IBA, other Regulatory Authorities, Rating Agencies, Financial Institutions, banks and correspondents in India and abroad for their valuable and unflinching support as well as co-operation and guidance to the Bank from time to time.

The members have been the key partners in the Banks progress. The Board of Directors appreciates their support and is grateful for the confidence that they have placed in the Board of Directors and the Banks management.

The Banks customers have always supported the Bank in all its endeavours. The Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage.

The Bank has undertaken a number of initiatives on the technology and business front in the recent years. Successful translation of these initiatives into business and earnings growth has been primarily due to the employees of the Bank, who have embraced the philosophy of change to help the Bank emerge as a modern and customer-centric institution. We are grateful to the employees for their continued commitment and dedication towards the Bank. The Board appreciates the healthy relationship with the Officers Association and Employee Union, which has facilitated the growth and development of the Bank and has created a positive work environment.

For and on behalf of the Board of Directors
Prakash Chandra Vishwavir Ahuja
Chairman Managing Director & CEO
Place: Mumbai
Date : April 18, 2019