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Updated:18 Oct, 2019, 15:59 PM IST

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Updated:18 Oct, 2019, 16:01 PM IST

DIRECTORS? REPORT

Your Directors are pleased to present the Annual Report of DCB Bank Ltd (hereinafter referred to as the Bank/Your Bank/DCB Bank) together with the audited accounts for FY 2016.

In FY 2016, the Bank has posted an Operating Profit of Rs.349.03 crore (FY 2015 Rs.277.45 crore) and a Net Profit of Rs.194.52 crore (FY 2015 Rs.191.18 crore).

Total Assets have increased by Rs.2,986.23 crore and reached Rs.19,118.52 crore as on 31st March, 2016 (Rs.16,132.29 crore as on 31st March, 2015).

Customer Deposits have increased by Rs.1,702.08 crore and Advances have increased by Rs.2,456.33 crore. The Bank has achieved the overall Priority Sector Lending (PSL) target as required by Reserve Bank of India (RBI).

The Net Interest Margin (NIM) has improved to 3.94% in FY 2016 from 3.72% in FY 2015 and the Current and Savings Accounts (CASA) ratio stood at 23.4% as on 31st March, 2016.

Cost to Income Ratio has decreased to 58.4% in FY 2016 from 58.8% in FY 2015. The Bank?s total cost increased mainly due to increase in number of branches, higher business volumes and increase in number of staff.

Total Branch network stood at 198 as on 31st March, 2016 (154 as on 31st March, 2015) and ATM network increased to 410 as on 31st March, 2016 (328 as on 31st March, 2015).

Provisions Other Than Tax have increased to Rs.87.91 crore in FY 2016 from Rs.69.42 crore in FY 2015. The increase was mainly due to provision for existing and Fresh NPA slippages, higher Floating provision and Provision against Standard Assets.

Gross NPAs have increased to Rs.197.38 crore as on 31st March, 2016 from Rs.186.07 crore as on 31st March 2015. The overall NPA Provision Coverage Ratio as on 31st March, 2016 was 77.55%. Net NPAs have decreased to Rs.97.46 crore as on 31st March, 2016 as against Rs.105.70 crore as on 31st March, 2015.

Capital Adequacy Ratio (CAR) under Basel III as on 31st March, 2016 stood at 14.11% (14.95% under Basel III as on 31st March, 2015).

In March 2016, the Bank issued Basel III compliant Tier II Bonds and raised Tier II capital of Rs. 86.60 crore.

DIVIDEND

Since 2009, the Bank has a stated intention to maintain Tier I Capital Adequacy Ratio of more than 10.50 percent, which the Bank would like to continue. Branch expansion plan for the next 18 to 24 months, expected requirement of additional capital for Advances growth, Basel III regulations, increase in Income Tax rate from FY 2017, etc. necessitate consolidation of Bank?s Tier I Capital. Your Board therefore, has taken a concerted view to focus on strengthening the Balance Sheet and Tier I Capital and has chosen not to recommend any dividend for FY 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

Vision

The Bank?s vision is to be the most innovative and responsive neighbourhood bank in India serving entrepreneurs, individuals and businesses. In line with our vision, we began implementing a new strategy in FY 2010 which has now completed 6 years. The Bank continues to make good progress and improvements are visible in all aspects of its business. In order to accelerate the business momentum further, in October 2015, the Bank announced its plan to increase its branch network by 150 more branches in 24 months.

Target Market

Keeping in view its inherent strengths, branch network and expertise, the Bank?s target market is mainly self-employed / small business segment (traders, shop keepers, MSMEs and SMEs). The Bank has chosen to have limited presence in the salaried segment. The MSME / SME sector plays a very important role in the growth of the Indian economy. In the coming years, our Honourable Prime Minister?s remarkable initiative ?Make in India? is likely to have a very favourable impact on our country?s MSME / SME sector.

MSME sector plays a pivotal role in the economic and social development of the country. Some important information on MSME sector is given below:

? Number of Working Enterprises ? 49 million, Employment ? 111 million

? Urban ? 45%, Rural ? 55%

? Manufacturing ? 32%, Service ? 68%

? Sole Proprietor ? 94%

? Market value of Fixed Assets ? INR 13,637 billion

(Source: Annual Report 2014-15 Government of India, Ministry of Micro, Small and Medium Enterprise)

Also, as per DNA survey, June 2013, the Indian workforce consists of 51% self-employed.

DCB Bank Customers

Your Bank deals with all types of self-employed / small businesses for example - Trader, Commodity, Gold Trader, Vegetable Trader, Commission Agent, Retailer, Restaurant Owner, Caterer, Baker, Vending Machine Supplier, Consultant, Doctor, Contractor, Interior Decorator, Software Designer, Salon, Beauty Parlor, Printer, Electrical Engineer, Saw Mill, Flour Mill, Rice Mill, Grocery Store, Brick Maker, Builder, Fabricator, Artist, Writer, Auto Repair, Ship Repair, Pharmacy, Computer Specialist, Furniture Maker, Uniform Maker, Garment Shop, Fashion Tailor, Hardware Shop, Agri Processor, Pesticide Dealer, Auto Dealer, Scrap Dealer, Stationery Supplier, FMCG Dealer, Tool Maker, Agri Input Dealer, Tractor Dealer, Plastic Manufacturer, Mattress Manufacturer, Water Supplier, Computer Classes, Internet Caf�, Coaching Classes, Tour Operator, Hotel Owner, Transporter, Ticketing Agent, C&F Agent etc. The list of Self Employed occupation is endless. The target market is essentially Micro, Small and Medium Enterprises both in Manufacturing and Services. (Please refer to MSMED Act, 2006). Majority of lending to MSME sector qualifies for Priority Sector Lending. It is estimated that 89% of CASA accounts and 87% of Mortgage loans are in the self-employed segment for the Bank.

Credit Rating

During FY 2016, ICRA gave A+ (hyb) (stable) rating to DCB Bank Long Term ? Subordinated Debt. Your Bank continues to enjoy CRISIL A1+ rating for Certifi cate of Deposits and Short Term - Fixed Deposits as well as ICRA A1+ rating for Short Term ? Fixed Deposits.

Awards

Your Bank received a number of awards and recognition in FY 2016:

? ?Excellence in Transformation? award for Project Neo from IDC Insights

? ?Digital Business Leader? award to Mr R. Venkattesh (Head ? Operations, Technology and Human Resources) from IDC Insights

? ?Innovative Product? award for DCB Zippi by Banking Frontiers ? Finnoviti 2016

? Award for ?Virtualization of Servers? from Data Quest? Business Technology Awards 2016

? Award for ?Data Center Optimization? from Data Quest ? Business Technology Awards 2016

Besides the above, your Bank?s Managing Director and Chief Executive Officer Mr. Murali M. Natrajan was featured on the cover page of Banking Frontiers in the article ?DCB Bank ? Steering on the right course!?

Branch Expansion / ATMs

In October 2015, the Bank announced its intention to increase the number of branches by 150 in 24 months. Accordingly, in FY 2016, your Bank increased its branch network by 44 branches - 22 in Retail and 22 in Agri and Inclusive Banking (AIB). The year ended with 198 branches (120 in Retail and 78 in AIB) in 18 states and 2 union territories. Approximately 24 percent of the branches were in rural areas and 27 percent in semi-urban areas. The Bank?s intention is to create a uniform appearance in all branches in order to provide customers with a familiar ?look and feel? and pleasant experience. As per existing business model the new branches are expected to achieve break even between 18 to 22 months. In order to increase business volumes and provide excellent service to customers, the Bank has embraced the concept of selling all products (relevant to the catchment area) at all branches. The Bank has a competent training unit in Human Resources to provide comprehensive training across all locations.

In order to improve the overall performance, controls and customer service, the Bank strengthened the organisation structure of managing branch network. The concept of Cluster Services Operations Managers (CSOM) has been introduced. The entire network has been grouped into manageable clusters for closer supervision. This has also provided new career opportunities to Tellers and Operations Managers. In FY 2016, Branch Operations team simplified and automated several processes in order to improve productivity and provide better customer experience. Risk management and process controls were also strengthened.

The Bank has increased its ATMs from 328 in FY 2015 to 410 in FY 2016. The ATMs are performing well and usage is increasing steadily. In March 2016, your Bank launched India?s first Aadhaar based biometric fi ngerprint ATM on a pilot basis. For using the Aadhaar based biometric fi ngerprint ATM customers need to input their Aadhaar number registered with the Bank and simply put their fi ngerprint when prompted by the ATM machine. There is no need to remember ATM PIN. In the coming year many of the existing ATMs are likely to be upgraded to Aadhaar based biometric ATM.

RETAIL BANKING

Retail Banking has a comprehensive range of Deposits and Advances products. Retail has 120 branches at the end of FY 2016. A large part of the retail banking responsibility is to steadily increase CASA balances. In FY 2016, as compared to the previous year, CA balances grew by 13 percent and SA balances grew by 21 percent while overall CASA growth was 18 percent as compared to the previous year.

Mortgage and Micro Mortgage Business:

Mortgage is the lead product of the Bank addressing primarily the self-employed segment offering tailor made solutions. It contributes approximately 43 percent of Advances of the Bank. Both home loans and business loans are offered. Almost all branches offer Mortgage/ Micro Mortgage loans. In order to support business growth, dedicated sales teams are present in 99 locations across India. Micro or small ticket mortgage loans are most useful for customers in the Tier 2 to Tier 6 locations. Many in the rural and semi-urban areas are deriving incomes from unorganized sector. At times it becomes difficult to get proof of their capacity to repay. Therefore, the Bank needs to have the ability to assess the household income in order to determine eligibility. Personal discussion with the customer is an essential part of the credit assessment. The purpose of the loan inter alia may include home construction, home purchase, home repairs, business enhancement, marriage and education. In FY 2016, the Bank made tremendous efforts in enhancing the products, improving processes and controlling portfolio quality. In FY 2016, the retail Mortgages Advances grew by approximately 25 percent as compared to the previous year.

Construction Finance Business

Construction of flats and providing housing is a critical part of a growing economy. India has a huge population which does not own flat/house. For banks, financing construction is a good opportunity. However, there are numerous risks that need to be taken into consideration. In the last 12 months, the Bank has cautiously built up a small exposure in Construction Finance Business. The focus is on reputed builders with a strong track record who are targeting the end users with a reasonably priced homes catering mainly to middle and lower incomes. The Construction Finance Business has also helped in supporting CASA growth in the nearby branches of the Bank.

Commercial Vehicle (CV)

CV business was restarted in FY 2013 and is offered in 53 locations. The main objective behind re-entering the business was to improve the Bank?s ability to achieve PSL. More than 85 percent of CV portfolio falls under PSL. Although economic conditions were weak, so far the portfolio quality has been maintained at an acceptable level. CV is still a small part of the overall Bank?s Advances. It grew by approximately 67 percent in comparison to the previous year.

Loan against Gold

Loan against Gold is offered in almost all branches (Retail and AIB). In FY 2016, as part of process improvement initiatives the Bank embarked upon a 1 hour loan approval / disbursal process in many branches. Customers were delighted with the new process and gave the Bank excellent feedback.

Debit Cards

In FY 2016, as compared to the previous year, Cards in Force (CIF) increased by 4 percent. However, the number of Point of Sale (POS) transactions increased by 24 percent in comparison to the previous year. The number of e-commerce transactions increased by 66 percent in comparison to the previous year. As required by RBI, the Bank has started issuing chip based Debit Cards, for relevant schemes with effect from February 1, 2016.

DCB Payless Cards

This is a unique product offered by the Bank and is a preferred card for those self-employed segment that are unable to provide sufficient income proof or do not have an acceptable credit track record. In FY 2016, as compared to the previous year, CIF increased by 27 percent, the number of transactions on POS increased by 33 percent and the number of e-commerce transactions increased by 55 percent.

DCB Janajeevan Prepaid Card

The Bank launched India?s first co-branded prepaid card for disbursal of small loans by Janalakshmi Microfinance in FY 2014. The product is administered in association with Jana Urban Foundation. The program aims to provide cashless disbursal which has a major positive impact on financial inclusion. In FY 2016, the total cards issued crossed 36 lakhs. As mentioned in the previous year report the program also won two prestigious awards ? (a) ?The Best Prepaid Product of the Year? at the 5th IAMAI Digital Awards (b) ?The Most Innovative Prepaid Card? at the Finnoviti 2015.

Distribution of Mutual Funds and Insurance

The Bank distributes Mutual Funds, Life Insurance and General Insurance products to new and existing customers. This helps in deepening relationship with Deposit and Advances customers.

Traditional Community Banking

With a vision of strengthening neighbourhood banking, the Bank set up a separate vertical in FY 2010 with the aim of providing personalized attention to the community customers and winning back lost relationships. In FY 2016, as compared to the previous year, Traditional Community Banking Deposits grew by 10 percent and Advances increased by 41 percent.

Non-Resident Indian (NRI) business

In FY 2016, NRI deposits contribution was approximately 10 percent. The Bank is making steady progress by leveraging on the relationship with Diamond Trust Bank Group (DTB) in East Africa. During the year approximately 1,300 new customers were acquired. The business continues to increase its tie-ups with other banks in East Africa and Middle East. This is likely to improve correspondent banking facility, remittances and trade finance business. The Bank has customers across 127 countries. The NRI deposits achieved growth of approximately 25 percent in FY 2016 as compared to the previous year.

Collections

Collections is an important function for the Bank. It helps to provide timely reminders to customers and also ensure portfolio quality. The Bank?s in-house Collection which is a common utility for all products is present in 117 locations across India. In order to assist fi eld collections the Bank introduced m-Collect, a smart phone based application that helps in providing system generated receipts on the fi eld. The application also instantly provides real time updates to the loan system helping improve effi ciency and provide customer convenience.

Strategic Alliances

In order to enhance product and distribution, the Bank is constantly looking for opportunities to form fruitful alliances with entities that may have similar business objectives. Your Bank at present has several alliances:

? Birla Sunlife Insurance ? Corporate Agency - Life Insurance

? ICICI Lombard General Insurance ? Corporate Agency - General Insurance

? Annapurna Microfinance, Lok Management Services, New Opportunity Consultancy, Pahal Financial Services, People?s Forum, Taraashna Services ? Business Correspondents - JLG/SHG/ Microenterprise/Livestock/Savings/Deposits

? Western Union Business Solutions (USA) ? Technology Services - Foreign Exchange Remittances

? Weizmann Forex ? Referral Agent Trade Related Outward Remittances

? Paul Merchants, Thomas Cook ? Referral Agent Trade Related Outward Remittances

? TVS Credit Services ? Referring Auto Loan Customers

? Janalakshmi Financial Services, IIFL, SKS Microfi nance, Madura Microfinance ? Co-branded Prepaid Card

? Satin Creditcare Network, Utkarsh Microfi nance, Annapurna Microfi nance, Swabhimaan Microfi nance, Taraashna Services ? Bajaj Allianz Death Claim Settlement on Prepaid Card

? Slonkit ? Co-branded Prepaid Card cum Wallet

MSME and SME

The importance of MSME and SME to India?s economy and the Bank?s strategy of pursuing this segment have already been mentioned earlier in this discussion. The Bank has created robust sales, underwriting and portfolio monitoring capability for growing the MSME/SME business, offering a wide range of products and personalized services including Foreign Exchange, Cash Management, Trade Finance and Internet Banking. The Bank has established many new branches in Tier 2 to Tier 6 locations to specially target MSME/SME. The aim is to become the business partner of this vibrant entrepreneurial segment of the economy. Indian economy is going through a tough period and MSME/ SME are impacted. In view of the current situation, the Bank has adopted a very cautious approach. In FY 2016, MSME/ SME Advances grew by approximately 17 percent as compared to the previous year.

CORPORATE BANKING

Corporate Banking is present across India with regional offices in Ahmedabad, Bengaluru, Chennai, Delhi, Hyderabad, Kolkata, and Mumbai. The business objective is to provide a complete range of commercial banking solutions including Foreign Exchange, Trade Finance and Cash Management. In FY 2016, the Bank added 23 new relationships in Corporate Banking. Your Bank has a strong underwriting team and credit systems to address the inherent risks in Corporate Banking exposure. The emphasis is on building a secured advances portfolio and building a long term relationship with high quality large and mid-corporate houses. Regular review of the existing exposure is done with the aim of initiating timely action in case of any emerging risks. As economic conditions continued to be under stress for many sectors, in FY 2016, we exited a few exposures leading to decrease in overall Corporate Banking Advances. As a result of the early warning systems in place and timely management of risky exposures, Corporate Banking portfolio quality remained stable.

AGRI AND INCLUSIVE BANKING (AIB)

AIB is a separate business unit formed to achieve financial inclusion. At the end of FY 2016, this unit had 78 branches. There are many opportunities to offer simple yet innovative products backed by superior technology in the rural and semi-urban areas of India. Many of the new branches are located in Tier 2 to Tier 6 locations. There is a constant endeavor to cater to under and unbanked population of the country through a wide range of products for example zero balance savings accounts, small recurring deposit account, small loans to match the income and cash flow cycle. AIB also coordinates the entire PSL efforts for the Bank and is primarily responsible for achieving the financial inclusion targets. In FY 2016, AIB Advances grew by approximately 39 percent as compared to the previous year.

Pradhan Mantri Jan-Dhan Yojana (PMJDY)

In FY 2016, your Bank actively participated in PMJDY and opened 19,413 accounts. The Bank has enabled RuPay Debit Cards for PMJDY account holders. In the coming months the Bank is planning to continue to vigorously promote PMJDY across all branches.

Pradhan Mantri Suraksha Bima Yojana (PMSBY), Pradhan Mantri Jeevan Jyoti Bima Yojana (PMJJBY), Atal Pension Yojana (APY)

The Bank successfully reached out to unbanked and economically weaker population through PMSBY, PMJJBY and APY programs that are designed to bring social security. In FY 2016, your Bank enrolled 5,319 customers under PMSBY, 3,500 customers under PMJJBY and 1,228 customers in APY.

Basic Savings Bank Deposit Account (BSBDA)

BSBDA has replaced ?No frills account?. This is a wonderful product for achieving financial inclusion especially those who have limited transaction needs in the low income group and may not have proper identity, address, date of birth or signature proofs. In FY 2016, the Bank opened 59,508 BSBDA accounts.

Kisan Mitra

?Kisan Mitra? as the name suggests, is a liability product which fulfi ls the requirement and enhances the saving habit in rural areas. It is a product specially designed for members of co-operative institutions (example dairy co-operative, sugar co-operative). It is a modifi ed Classic Savings Account with zero account opening amount and no Average Quarterly Balance maintenance charges. Co-operative institution payments are routed through this account.

Warehouse Construction Loan

There is a huge need in the country to provide farmers with scientifi c storage so that wastage and stock deterioration can be reduced. Also, proper warehousing helps famers to retain their produce and obtain fair pricing for their produce instead of selling in distress. Gramin Bhandaran Yojana, a Capital Investment Subsidy Scheme for Construction / Renovation of Rural Godowns was introduced in FY 2002. In this scheme the borrower gets the benefit of subsidy amount subject to availability of the scheme and borrower meeting NABARD prescribed guidelines.

Retail Agriculture Loan and Kisan Credit Card

In order to meet the credit needs of the farmers, the Bank has several retail agri products namely Crop loans (example purchasing seeds, fertilizers, pesticides, manures, irrigation), Animal Husbandry loans, and loans for investment purpose like land improvement, irrigation and hi-tech agriculture.

Tractor Loans

Tractors form an integral part of the total agricultural equipment sector and is an indirect indicator of growth in the agricultural sector.

The Bank started Tractor Loans more than about 3 years ago and has steadily built up its business across Tier 2 to Tier 6 branches. Unseasonal rains and hailstorms in Northern, Central and Western parts of the country for continuous two seasons have resulted in crop loss. Therefore, the rural sentiment is somewhat negative. Overall, in FY 2016, Tractor sales in the country were down by approximately 12 percent as compared to the previous year.

Microfinance

The Bank lends directly to Micro Finance Institutions (MFIs) who in turn lend to end borrowers/ customers. Over a period of time, the Bank has created a strong network of MFI customers across India.

Commodity Based Finance (CBF)

The Bank is engaged in lending to farmers and agri processors against agricultural produce stored in the designated warehouses. The Bank has a list of approved commodities against which the loans are given. The commodity market continued to be weak in FY 2016 and therefore the Bank adopted a cautious approach.

Business Correspondent (BC)

The Bank is providing unsecured loans through BCs in four states namely Chhattisgarh, Gujarat, Madhya Pradesh and Odisha. The loans are given to members of SHGs and JLGs for livelihood activities thereby enabling them to avail small loans from banking sector instead of high cost borrowing from informal channels. These loans are primarily provided to small farmers and weaker sections mainly in rural areas. The Bank has fi nanced 12,539 groups under lending to SHGs and JLGs.

In FY 2016, in order to support the volume growth, your Bank introduced new software system for managing BC Loans. This software helps maintain detailed information about the borrowers under SHG, JLG and Microenterprises categories. It provides a common platform to both Bank and BCs for smooth processing of loans and has added immense value by reducing the loan disbursal cycle time.

TREASURY, MONEY MARKET AND FOREIGN EXCHANGE

Treasury

Treasury actively manages liquidity, Fixed Income Securities Trading, Investment in Equity IPOs, FX Trading and Customer Sales. Treasury ensures compliance with regulatory requirements such as CRR and SLR. As the Bank?s performance continues to improve, many reputed Financial Institutions (FIs) have started subscribing to Certificate of Deposits (CDs) issued by the Bank. In FY 2016, the Bank also cautiously made gains by utilizing the trading opportunities in G-Sec presented by declining interest rates.

Money Market

RBI continued its accommodative stance on monetary policy to support growth and control inflation. The Index of Industrial Production (IIP) remained weak due to slow growth in manufacturing sector.

WPI inflation remained in negative territory on account of lower commodity prices however CPI remained higher mainly on account of high food prices and services. Overnight liquidity was in deficit mode for most part of the year and RBI provided liquidity support by way of overnight and term repo auctions. The ten year G-SEC yield moved up from 7.60 percent to 7.75 percent despite 75 bps rate cut by RBI.

This was on account of high supply of Bonds through auctions from both Central and State Governments. However, towards the end of FY 2016 G-Sec yields came down to around 7.50 percent on account of rate cut expectations from RBI.

Foreign Exchange

In FY 2016, major currencies including emerging market currencies faced signifi cant downward pressure on account of strengthening of US Dollar and fall in oil/commodities prices. Currencies like Russian Rouble, Brazilian Real and South Africa Rand fell by 10 percent to 30 percent. US Dollar appreciated against major currencies on account of expectation of rate hike by US Fed on the back of robust payroll data. The Indian Rupee was under pressure and fell by 8 percent against the US Dollar. However, the Indian Rupee appreciated against other major currencies on account of lower Current Account Defi cit and better growth prospects. India?s Foreign Exchange reserves increased in comparison to the previous year. Sensex was under pressure on account of continued selling by Foreign Institutional Investors (FIIs) though this selling was somewhat offset by investment in G-Sec due to increase in FII limit provided by RBI. ECB and Japanese Central Bank lowered their benchmark interest rates to negative to support growth.

TRANSACTION BANKING

Cash Management Services (CMS)

The Bank provides Corporates, MSME / SMEs and Retail customers sophisticated and cost effective CMS. This helps customer to manage their payment logistics in a hassle free manner. In the last few years, the Bank has steadily increased CMS customers. At the end of FY 2016, the Bank had 3,528 customers using the Bank?s CMS platform.

Business Internet Banking (BIB)

The Bank offers state-of-the-art BIB features especially designed for MSME / SME customers. At the end of FY 2016, BIB facility was used by 16,170 customers. The Bank plans to upgrade BIB in the coming months.

Credit Risk

The credit risk policy supports and is aligned with the objective of achieving growth while maintaining portfolio quality by balancing risk and reward. The idea is to ensure long term sustainable Profits across business cycles. The Bank endeavours to continuously enhance its internal risk assessment capabilities.

The Risk Function over time has developed capabilities to assess the risks associated with various products and business segments (example MSME, SME, Mortgages, Corporate and AIB). The effort is to standardize the credit approval process so that the outcomes are predictable. The Bank has implemented a rating model that takes into account both quantitative and qualitative factors and produces a rating that becomes one of the key inputs to credit decisions.

The Credit Administration Department (CAD) is responsible for disbursement, documentation and security creation, database management, MIS and analytics.

The Credit Risk Analytics & Monitoring (CRAM) unit reviews key customer exposures centrally to spot early warning signals based on the conduct of account and other qualitative inputs.

In FY 2016, one of the main highlight in Credit function is the introduction of FinnOne Neo ? contemporary and comprehensive instalment loan software. This was a cross functional effort between Credit, Technology, Business and Finance. Your Bank is the first bank in India to embrace FinnOne Neo. This new software is helping improve credit decisions, productivity and customer experience. Credit also introduced ?Hunter? software to detect potential fraud loan applications. In order to speed up loan processing a straight through ?One Click? integration was achieved to obtain credit bureau information. Several new products were introduced, for example, Car Loan, Smart Credit, Personal Loan, Two Wheeler and SME Flexi. In FY 2016, proactive policy interventions through advanced use of analytics, customer behaviour trends, application scoring was used to ensure healthy portfolio in the growing retail advances. There was a lot of focus on training, upskilling and process standardization. This helped in scaling up the credit workforce to meet the growing needs of the business in terms of increase in locations and volumes.

Concentration Risk

Concentration risk is monitored and managed both at the customer level and at the aggregate level. The Bank continuously monitors portfolio concentrations by segment, ratings, borrower, group, sensitive sectors, unsecured exposures, industry and geography. The Bank adopts a conservative approach within the regulatory prudential exposure norms.

Market Risk

Besides the usual monitoring of Structural Liquidity, Interest Rate Sensitive Gap limits and Absolute Holding limits, the Bank also monitors interest rate risks using Value at Risk limits. Exposures to Foreign Exchange and Capital Markets are monitored within pre-set exposure limits, margin requirements and stop-loss limits.

Country Exposure Risk

The Bank has established specific country exposure limits which is capped at 1.5% of Total Assets. The limit also depends upon rating of individual countries. The Bank uses the mitigant of insurance cover available through the Export Credit and Guarantee Corporation (ECGC), where appropriate.

Liquidity Risk

As part of the liquidity management and contingency planning, the Bank assesses potential trends, demands, events and uncertainties that could result in adverse liquidity conditions. The Bank?s Asset Liability Management (ALM) policy defines the gap limits for the structural liquidity and the liquidity profile is analysed on both static and dynamic basis by tracking cash inflow and outflow in the maturity ladder based on the expected occurrence of cash flow. The Bank undertakes behavioural analysis of the non-maturity products, namely CASA, Cash Credit and Overdraft accounts on a periodic basis to ascertain the volatility of balances in these accounts. The renewal pattern and premature withdrawals of Term Deposits and drawdowns of unavailed credit limits are also captured through behavioural studies. The liquidity profile is estimated on an active basis by considering the growth in Deposits, Advances and investment obligations. The concentration of large deposits is monitored on a periodic basis. Emphasis has been placed on growing Retail deposits and avoid as far as possible bulk deposits. The Bank periodically conducts liquidity stress testing.

Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems, or external events. The Bank?s operational risk management framework is defined in the Operational Risk Management Policy approved by the Board of Directors. While the policy provides a broad framework, Operational Risk Management Committee (ORCO) oversees the operational risk management in the Bank. The policy specifies the composition, roles and responsibilities of the ORCO. The framework comprises identification, assessment, management and mitigation of risks through advanced tools and analysis.

New products or services introduced are subject to a risk review and sign-off process so that relevant risks are identified and assessed independently from the unit proposing the product. There is a separate Management Committee for Approval of Process (MCAP) constituted to approve and review various processes in the Bank. The said committee consists of experienced bankers and subject matter experts. Internal Audit also reviews the processes that are implemented as part of the audit function.

Reputational Risk

The Bank pays special attention to issues that may create a Reputational risk. Events that can negatively impact the Bank?s position are handled cautiously ensuring utmost compliance and in line with the values of the Bank.

Implementation of Basel III guidelines

In accordance with RBI guidelines, the Bank has migrated to Basel III capital adequacy disclosures with effect from Q1 FY 2014. The Bank continues to review and improve on its risk management systems and practices to align them with international best practices. The Bank has successfully implemented Standardized Approach for Credit Risk, Standardized Duration Approach for Market Risk and Basic Indicator Approach for Operational Risk.

INFORMATION TECHNOLOGY (IT)

Technology has been changing rapidly in the banking industry and customers are always expecting value added services across multiple channels. Banks have to keep pace else risk losing loyalty of customers. Our intention is to be part of this transformational journey and stay ahead of competition. The Bank?s IT strategy has four pillars ? a) Core Applications ? continuously upgrade to support digital transformation, b) Mobile/Tab ? create customer convenience by optimum use of mobile devices, c) Payments ? offer innovative solutions that are dynamic, secure and fast, d) Infrastructure ? modernize to support business growth in a cost effective and secure manner. In FY 2016, the Bank launched several new applications and upgrades ?a) Pilot launch of India?s first Aadhaar and fingerprint biometric ATM, b) FinnOne Neo ? instalment loan system, c) Gold Loan Management System, d) user friendly and comprehensive Mobile Banking ? DCB On The Go, e) Missed Call Facility, f) IMPS for internet, mobile and branch banking, g) Straight Through RTGS/NEFT h) NACH for managing customer mandates, i) RuPay on Point of Sale (POS), j) Smart Credit for reducing credit cards interest cost, k) Online Mutual Funds, l) Enhanced Business Internet Banking, m) e-DSR to manage frontline sales force, n) m-Collect for easing field collections activity, o) m-Credit to speed up MSME/SME loan processing, p) Aadhaar e-KYC at select branches, q) user friendly and responsive DCB Bank website, r) Talisma email solution, s) BR Net for managing BC expansion, t) AMLOCK new version to improve AML/KYC monitoring, u) network upgrade to provide better speed and response at branches, v) Server Virtualization to facilitate business scale up and w) migration to state-of-the-art Data Center.

OPERATIONS

The Bank?s focus is on creating a cost effective scalable Operations unit that can deliver superior customer experience. The Bank intends to achieve optimum centralization of activities to National Processing Center (NPC) Chennai with the idea of creating a centre of excellence. Initiatives in FY 2016 include centralisation of Inward Clearing, insourcing of CTS scanning for Outward Clearing, NACH mandate management, insourcing of customer letters and statements and cards migration from magnetic stripe to chip based card. In the coming months, the Bank intends to further simplify its processes in order to provide superior experience to the customers in the growing branch network.

INTERNAL AUDIT (IA)

IA has a team of professionals, experienced bankers, domain experts and new comers with audit and finance background. The Audit Committee of the Board (ACB) provides direction and monitors the effectiveness of the IA function. IA forms the third line of defence in the overall risk management framework of the Bank. IA is independent and continuously evaluates and tests the internal controls to identify gaps, inadequacies and residual risks. The IA function incorporates RBI guidelines, aims to embrace the best practices from the industry, professional bodies and strives to follow high standards. IA has put in a detailed risk assessment and audit planning process in place. In FY 2016, branch audit model was revamped, audit program/ scope enhanced, scoring and reporting revised. Further, realizing the importance of IT, IA strengthened the audit process of the IT unit. Concurrent audit engagement and scope was revised and additional efforts were put in to improve the quality and efficiency of audits. IA focused on data analytics to improve risk identification and accordingly 60 plus exception reports were introduced for monitoring the branches. IA has a follow up process to ensure issues identified are rectified in a timely manner. IA conducts regular in-house training to improve the competency of the internal audit team. IA continues to appraise the Board, the Audit Committee of the Board (ACB) and the Management teams in terms of newer emerging threats and recommend appropriate mitigating measures.

HUMAN RESOURCE (HR)

In FY 2016, the HR unit continued the people agenda of developing, caring, engaging and building a culture that supports performance and growth. The Bank?s headcount went up from 3,352 in FY 2015 to 4,248 in FY 2016. The HR unit ensured that 70 percent of newcomers complete their induction program within 15 days of joining. In order to attract ?Gen Y? candidates a new modern interactive youthful career website was launched. The Bank believes in hiring and grooming ?freshers?. Accordingly, HR created ?DCB Bootcampers program?. The Bank already has an innovative mobile app called ?DCB Connect? which has so far witnessed almost 3,000 downloads. A unique concept of engaging the freshers? parents was launched by the HR team.

The freshers? parents were pleasantly surprised with a welcome card from the Bank along with the newcomer?s business card. This had a super impact on the entire family. In FY 2016, the HR training team was operating at full steam. A total of 1,243 training programs were conducted in which 3,635 staff participated. In order to help improve the supervision quality, ?DCB Ascend? a five step certifi cation program was launched. The program is intended to improve people competency at all levels of supervision. Another innovation was the online training module called ?DCB Lumos? which has become a big success. Lumos has now been adopted by almost 67 percent of the staff and it contains over 45 key modules including product, process and compliance. The entire HR system has been revamped with the introduction of ?E-vu?. This will help achieve paperless HR processes and also provide employees with superior experience.

In the spirit of improving benefi ts, Group Medical Claim policy was substantially improved with the introduction of a) Sum Insured enhancement, b) Introduction of concept of ?fl oater?, c) Inclusion of parents (with co-pay). In the Corporate Offi ce ?Doctor-On-Board? service was introduced. The city of Chennai witnessed unprecedented rains causing fl ood and havoc. The entire city suffered terrible hardship for many days. The HR unit swung into quick action and helped provide fast emergency loans to 116 employees to support rehabilitation.

HR organised ?DCB Allympics?, a mega sports event across many cities. All the houses participated with huge enthusiasm. The day ended with a staff fashion show. The HR unit conducted ?Family @ Work? a painting competition for employees? children. The theme was ?Save the Planet?. The best of the paintings were chosen for the Bank?s yearly diary and calendar. Throughout the year enthusiasm was created and festive mood sustained with events such as Kite Flying, Independence Day Celebration, Manco Food Fest, Dandiya Night, Cricket Tournament, Rangoli Competition, Mother?s Day Celebration, Fun Quiz, Stepatholon, Diwali, Christmas, and Id. For the welfare of the employees, HR organized Eye Check Up, Medical Camp and ?Straight from the Heart? programs.

CUSTOMER SERVICE

Ensuring customer delight in every interaction remains the Bank?s core desire for growth and success. Customer complaints and satisfaction levels are closely monitored by the MD & CEO and Senior Management team. An independent Service Excellence team analyses customer complaints, identifies the root cause, makes suggestions for process improvements and follows up with the respective units for rectification. The Bank has a ?Centralised Complaint Management? system to ensure that customer queries and complaints are not missed out. Customer queries and complaints are vigorously followed up to ensure timely resolution and stringent quality standards are imposed on the Bank?s staff. The Bank continues to make good progress on the concept of Power of Three - Empathy, Speed and Quality (ESQ) initiative launched four years ago. The Bank?s ambition is to make ESQ the defining character of the Bank. The ESQ quotient displayed by the prospective employee is a key parameter for recruitment, just as demonstrated ESQ is a key ingredient of the performance appraisal of every employee. In order to enhance customer service, the Bank has embarked on six pillars of Service Excellence ? Voice of Customer, Service Recovery, Attrition Calling, Process Simplification, Service Culture and Measures & Metrics. The Service Excellence team regularly conducts customer complaint meetings, review of progress on six pillars with key stakeholders, weekly calls with frontline staff to obtain feedback, make surprise visits to branches, conduct customer meetings, focus groups with branch staff and mystery shopping to understand frontline service culture and competence. DCB Esquire magazine was launched to recognize ESQ champions. In this monthly magazine 154 ESQ stories were published and 155 champions were recognized. The progress on Service Excellence is regularly monitored by the Customer Service Committee (CSC) of the Board.

Non-Branch Channels

Your Bank provides customers the choice of accessing DCB 24 hour Customer Care Phone Banking, ATMs, Internet and Mobile Banking for completing their banking needs. The Bank strives to provide bestin- class technology and service platform and hence introduced the Missed Call Facility which enables customers to complete their basic banking by simply giving a missed call. ?DCB on the Go?, the Bank?s mobile banking platform has been upgraded and is now available in Android and iPhone smart phones. The Bank provides instant fund transfer facility through Inter Bank Mobile Payment System (IMPS).

In FY 2016, the Bank?s Customer Care Associates attended to almost 9 lakh calls. At DCB Bank?s 24 Hour Toll Free Customer Care, customers directly get connected with the Bank offi cer (Customer Care Associate) without going through the pain of IVR. Thus, customers receive personal care. The Bank offers 6 different languages that customers can choose from, making it one of the best in the industry.

Marketing / Brand Awareness

FY 2016 witnessed hectic activity in the Marketing/Brand Awareness unit. Throughout the year lots of programs were conducted to create brand visibility. It helped to improve staff morale as well. The Bank tied up with BITS Pilani and presented ?Conquest 2015?, a prestigious start-up competition where young companies in the IT space competed for funds, visibility, mentoring, incubation and investments. This was in line with the Bank?s strategy of engaging with ?Fintech?.

The Bank was the Official Partner - Kings XI Punjab for IPL in 2015 and received immense visibility in the entire North region of India. Some of the Bank?s customers also got a chance to meet with select players of Kings XI Punjab in official customer events. The Bank was associated with the ninth edition of the World Sacred Spirit Festival (WSSF) 2016 ? an international arts and cultural extravaganza in Mehrangarh Fort, Jodhpur, Rajasthan featuring eminent world famous artists. This program also helped to promote local artists and exceptional young talent. Besides the above, the Bank participated in ?Kalyanamalai? organized by Sun TV, sponsored KGA Republic Day Golf in Bangalore and Navy Golf Tournament in Delhi. A fabulous Sufi music night ?Hamsafar Hamsar? was also organized in Delhi for select customers. In FY 2016, around the branch neighbourhood, the Bank conducted approximately 2,500 micro marketing events.

This below-the-line marketing strategy helped in generating valuable business leads and also created plenty of brand visibility. Some examples of micro marketing activities were ? musical festivals, residential contact program, marathon, customer meets, golf event, movie shows, club programs, blood camps, free health checkups, car rally, city clean up, distribution of drinking water at places of worship and festival celebrations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE BANK.

Not applicable being a banking company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on arm?s length basis; and there are no ?material? contracts or arrangement or transactions at arm?s length basis and thus disclosure in from AOC-2 is not required.

POLICY ON RELATED PARTY TRANSACTIONS OF THE BANK

The Bank has a policy on Related Party Transaction and the same has been displayed on the Bank?s website: http://www.dcbbank.com/pdfs/Policy-on-Related-Party-Transactions-2014-15.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Board Level Committee of CSR has been constituted and the Board has adopted a CSR Policy as recommended by the Committee. The thrust areas of CSR Policy are a) Conservation of water / water storage / water usage / protecting water bodies; b) Waste Management; and c) Recycling. The Bank?s thrust area is also in keeping with the Government of India?s Swachh Bharat initiative.

Your Bank CSR project is located at Hirwe village in Mokhadda block of Palghar district in Maharashtra. This project has two fold objectives. Firstly, the near term impact of supply, storage and judicious use of water for irrigation and other use. The longer term impact aims to bring about a salutary change in the health, income and overall quality of life indicators.

Due to lack of sustainable agriculture and natural resource management rural India has often fallen into the trap of either droughts or flooding for lack of technical knowhow about rain water harvesting or water recharging which benefits small and marginal farmers with better quality life and livelihood. The project at Hirwe aims to achieve water supply, storage and irrigation developed through the installation of a solar powered lift irrigation system which will lift water from a perennial water source. This will enable the marginal farmers grow at least two crops and possibly an intercrop too.

The enhanced production of horticulture produce has a ready market - local, at Nasik and upto Navi Mumbai. Use of non fossil fuel as a power source by the use of solar panels is a pollution abatement measure. Use of natural gravity to supply water from storage positioned on hills surrounding the village unshackles the villages from unreliable grid power. The project also incorporates drip irrigation. Thus during monsoon season rain fed irrigation will be used, while during the non monsoon season drip irrigation will result in judicious use of water.

Website link for DCB Bank CSR policy is at http://www.dcbbank.com/pdfs/DCB-Bank-CSR-Policy.pdf

POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board shall have minimum 3 and maximum 15 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Bank shall have such person on the Board who complies with the requirements of the Companies Act, 2013, the Banking Regulation Act, 1949, Provisions of the Listing Regulations, the ?Fit & Proper? criteria prescribed by the Reserve Bank of India (RBI), Memorandum of Association and Articles of Association of the Bank and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). Majority of the Directors as required under the Banking Regulation Act, shall have specialised knowledge/experience in the areas like Agriculture, Banking, SSI, Legal, Risk Management, Accountancy, Finance etc. Except for the Chairman and the MD & CEO, no other directors are paid remuneration, but are paid only sitting fees. The Chairman and the MD & CEO are paid remuneration as approved by RBI and other applicable authorities, but are not paid sitting fees. MD & CEO, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMPs) of the Bank. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Independent Directors are not entitled for ESOPs. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience etc. in their respective fields.

PARTICULARS OF EMPLOYEES

The Bank had 4248 employees as on March 31, 2016. 17 employees employed throughout the year were in receipt of remuneration of more than Rs. 60 lacs per annum and 1 employee employed for part of the year was in receipt of remuneration of more than Rs. 5 lacs per month. The details of such employees in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended separately (Annexure-I) and form part of this Report. The Report and Accounts are being sent to the shareholders excluding these particulars and any shareholder interested in obtaining the said details may write to the Company Secretary at the Registered Office of the Bank.

EMPLOYEE STOCK OPTIONS

The information pertaining to the Employee Stock Options is given in ANNEXURE-II to this Report.

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

The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Bank. However, as mentioned in earlier part of the Report, the Bank has been continuously and extensively using technology in its operations. Foreign Exchange earnings and outgo are part of the normal banking business of the Bank.

ESTABLISHMENT OF VIGIL MECHANISM

The Bank has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue for the last several years. The policy was last reviewed in FY2016.This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of ACB on his dedicated email-ID cacb@dcbbank.com. The Whistle Blower Policy covering all employees and directors is hosted on the Bank?s website at ?http:// www.dcbbank.com/cms/showpage/page/whistle-blower-policy?.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Bank has designed and implemented a process driven framework for Internal Financial Controls (?IFC?) within the meaning of the explanation to Section 134 (5) (e) IFC of the Companies Act, 2013. For the year ended 31 March 2016, the Board is of the opinion that the Bank has sound IFC commensurate with the nature and size of its business operations wherein controls are in place and operating effectively and no material weaknesses exist. The Bank has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and /or improved controls wherever the effect of such gaps would have a material effect on the Bank?s operation.

DIRECTORS? RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Bank, the work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee of the Board, the Board is of the opinion that the Bank?s internal financial controls were adequate and effective during the year ended 31 March 2016. Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, based on the above and the representation received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirms that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departure therefrom;

(ii) they have , in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank as at 31 March 2016 and of the Profit of the Bank for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013, for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

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

(v) they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively during the year ended 31 March 2016; and

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31 March 2016.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as of 31 March 2016 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is attached separately as ANNEXURE-III to this report..

CORPORATE GOVERNANCE

The Bank has been continuously observing the best corporate governance practices and benchmarks itself against each such practice.

A separate section on Corporate Governance and a Certificate from the Statutory Auditors M/s. B S R & Co., LLP, Chartered Accountants (Registration No.101248W/W-100022) regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of this Annual Report.

DIRECTORS

During FY 2016, there was no change in the Board of Directors. A brief resume relating to Mr. Munjee who is to be re-appointed as Director is furnished in the notice of the 21st AGM as well as in the report on Corporate Governance. Based on the Disclosures provided by him, he is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013. He is not related to any other director.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS;

1. The Chairman of the Nomination and Remuneration Committee of the Board sent a draft parameterized feedback forms for evaluation of the Board, the Independent Directors and the Chairman.

2. Independent Directors at a meeting without anyone from the non independent directors and management, considered/evaluated the Board?s performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant director)

THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE BANK AND ARE AVILABLE AT THE FOLLOWING LINK:

http://www.dcbbank.com/pdfs/Familarisation_Programme_for_ Independent_Directors.pdf

STATUTORY AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants (Registration No.101248W/W-100022), who were re-appointed as Statutory Auditors at the last Annual General Meeting, have completed their consecutive term of four years. Section 139 of the Companies Act, 2013 and the Rules made there under provide that a company can appoint a firm as auditor for maximum two terms of five consecutive years. In other words, a company can make appointment of auditor for fi ve years at a time. However, the Bank is also governed by the provisions of the Banking Regulation Act, 1949 and the circulars/ notification/guidelines issued by the Reserve Bank of India (RBI) from time to time. As per the extant provisions, RBI gives permission for appointment of auditor on year-to-year basis. Further, as per RBI?s directive, it is mandatory to rotate the Auditor after completion of four years. Since M/s. B S R & Co. LLP have already completed their term of four years, appointment of M/s. Deloitte, Haskins & Sells, Chartered Accountants (Registration No. 117365W) as the Statutory Auditors of the Bank has been approved by RBI vide letter Ref. DBS. ARS.No.11937/08.37:005/2015-16 dated April 12, 2016 for the year 2016-17 for their first year, and their appointment is recommended by the Board for approval of shareholders at the ensuing Annual General Meeting for a period of up to four financial years i.e. till the 25th AGM.

SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Bank has appointed M/s Ananthasubramanian & Co., Practicing Company Secretaries (CoP 1774) as the Secretarial Auditor for FY 2016 and their report of April 11, 2016 is attached separately to this report.

ACKNOWLEDGEMENTS

Your Board wishes to thank the principal shareholder and promoters, the Aga Khan Fund for Economic Development S.A. (AKFED), and all the other shareholders for the confidence and trust they have reposed in the Bank. Your Board also acknowledges with appreciation the Reserve Bank of India (RBI) for its valuable guidance and support to the Bank. Your Board similarly expresses gratitude for the assistance and co-operation extended by SEBI, BSE, NSE, NSDL, CDSL, NPCIL, Central Government and the Governments of various States, Union Territories and the National Capital Region of Delhi where the Bank has its branches.

Your Board acknowledges with appreciation, the invaluable support provided by the Bank?s auditors, lawyers, business partners and investors. Your Board is also thankful for the continued co-operation of various financial institutions and correspondents in India and abroad.

Your Board wishes to sincerely thank all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Bank has set for the future.

On behalf of the Board of Directors

Nasser Munjee

Chairman

Place: Hyderabad

15 April 2016

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