The Housing Development Finance Corporation Limited (HDFC) was amongst the first to receive an 'in principle' approval

from the Reserve Ban of !ndia (RB!) to set up a "an in the private sector# as part of the RB!'s li"eralisation of the !ndian Ban ing !ndustr$ in %&&'( The "an was incorporated in )ugust %&&' in the name of 'HDFC Ban Limited'# with its registered office in *um"ai# !ndia( HDFC Ban commenced operations as a +cheduled Commercial Ban in ,anuar$ %&&-(

HDFC is !ndia's premier housing finance compan$ and en.o$s an impecca"le trac record in !ndia as well as in international mar ets( +ince its inception in %&//# the Corporation has maintained a consistent and health$ growth in its operations to remain the mar et leader in mortgages( !ts outstanding loan portfolio covers well over a million dwelling units( HDFC has developed significant e0pertise in retail mortgage loans to different mar et segments and also has a large corporate client "ase for its housing related credit facilities( 1ith its e0perience in the financial mar ets# a strong mar et reputation# large shareholder "ase and uni2ue consumer franchise# HDFC was ideall$ positioned to promote a "an in the !ndian environment(

HDFC Ban 's mission is to "e a 1orld3Class !ndian Ban ( The o".ective is to "uild sound customer franchises across distinct "usinesses so as to "e the preferred provider of "an ing services for target retail and wholesale customer segments# and to achieve health$ growth in profita"ilit$# consistent with the "an 's ris appetite( The "an is committed to maintain the highest level of ethical standards# professional integrit$# corporate governance and regulator$ compliance( HDFC Ban 's "usiness philosoph$ is "ased on four core values 3 4perational 50cellence# Customer Focus# 6roduct Leadership and 6eople( Capital Structure )s on 7%st *arch# 899& the authorised share capital of HDFC Ban is Rs( --9 crore( The paid3up capital as on the said date is Rs( '8-#7:#'%#9&9;3 ( '8#-7#:'#%9& e2uit$ shares of Rs %9;3 each)( The HDFC <roup holds %&(7:= of the Ban 's e2uit$ and a"out %/(/9 = of the e2uit$ is held "$ the )D+ Depositor$ (in respect of the "an 's )merican Depositor$ +hares ()D+) !ssue)( 8/(>& = of the e2uit$ is held "$ Foreign !nstitutional !nvestors (F!!s) and the Ban has a"out -#':#//' shareholders( The shares are listed on the Bom"a$ +toc 50change Limited and The ?ational +toc 50change of !ndia Limited( The Ban 's )merican Depositor$ +hares ( )D+ ) are listed on the

?ew @or +toc 50change (?@+5) under the s$m"ol 'HDB' and the Ban 's <lo"al Depositor$ Receipts (<DRs) are listed on Lu0em"ourg +toc 50change under !+!? ?o A+'9'%-F8998(

4n *a$ 87# 899:# the amalgamation of Centurion Ban of 6un.a" with HDFC Ban was formall$ approved "$ Reserve Ban of !ndia to complete the statutor$ and regulator$ approval process( )s per the scheme of amalgamation# shareholders of CBo6 received % share of HDFC Ban for ever$ 8& shares of CBo6( The merged entit$ will have a strong deposit "ase of around Rs( %#88#999 crore and net advances of around Rs( :&#999 crore( The "alance sheet siBe of the com"ined entit$ would "e over Rs( %#>7#999 crore( The amalgamation added significant value to HDFC Ban in terms of increased "ranch networ # geographic reach# and customer "ase# and a "igger pool of s illed manpower( !n a milestone transaction in the !ndian "an ing industr$# Times Ban Limited (another new private sector "an promoted "$ Bennett# Coleman C Co( ; Times <roup) was merged with HDFC Ban Ltd(# effective Fe"ruar$ 8># 8999( This was the first merger of two private "an s in the ?ew <eneration 6rivate +ector Ban s( )s per the scheme of amalgamation approved "$ the shareholders of "oth "an s and the Reserve Ban of !ndia# shareholders of Times Ban received % share of HDFC Ban for ever$ -(/- shares of Times Ban (

HDFC Ban is head2uartered in *um"ai( The Ban at present has an envia"le networ of over %'%8 "ranches spread over -8: cities across !ndia( )ll "ranches are lin ed on an online real3time "asis( Customers in over -99 locations are also serviced through Telephone Ban ing( The Ban 's e0pansion plans ta e into account the need to have a presence in all ma.or industrial and commercial centres where its corporate customers are located as well as the need to "uild a strong retail customer "ase for "oth deposits and loan products( Being a clearing;settlement "an to various leading stoc e0changes# the Ban has "ranches in the centres where the ?+5;B+5 have a strong and active mem"er "ase( The Ban also has a networ of a"out over 78&- networ ed )T*s across these cities( *oreover# HDFC Ban 's )T* networ can "e accessed "$ all domestic and international Disa;*asterCard# Disa 5lectron;*aestro# 6lus;Cirrus and )merican 50press Credit;Charge cardholders(

*r( ,agdish Capoor too over as the "an 's Chairman in ,ul$ 899%( 6rior to this# *r( Capoor was a Deput$ <overnor of the Reserve Ban of !ndia( The *anaging Director# *r( )dit$a 6uri# has "een a professional "an er for over 8- $ears# and "efore .oining HDFC Ban in %&&' was heading Citi"an 's operations in *ala$sia( The Ban 's Board of Directors is composed of eminent individuals with a wealth of e0perience in pu"lic polic$# administration# industr$ and commercial "an ing( +enior e0ecutives representing HDFC are also on the Board( +enior "an ing professionals with su"stantial e0perience in !ndia and a"road head various "usinesses and functions and report to the *anaging Director( <iven the professional e0pertise of the management team and the overall focus on recruiting and retaining the "est talent in the industr$# the "an "elieves that its people are a significant competitive strength(

HDFC Ban operates in a highl$ automated environment in terms of information technolog$ and communication s$stems( )ll the "an 's "ranches have online connectivit$# which ena"les the "an to offer speed$ funds transfer facilities to its customers( *ulti3"ranch access is also provided to retail customers through the "ranch networ and )utomated Teller *achines ()T*s)( The Ban has made su"stantial efforts and investments in ac2uiring the "est technolog$ availa"le internationall$# to "uild the infrastructure for a world class "an ( The Ban 's "usiness is supported "$ scala"le and ro"ust s$stems which ensure that our clients alwa$s get the finest services we offer( The Ban has prioritised its engagement in technolog$ and the internet as one of its e$ goals and has alread$ made significant progress in we"3ena"ling its core "usinesses( !n each of its "usinesses# the Ban has succeeded in leveraging its mar et position# e0pertise and technolog$ to create a competitive advantage and "uild mar et share(

HDFC Ban offers a wide range of commercial and transactional "an ing services and treasur$ products to wholesale and retail customers( The "an has three e$ "usiness segmentsE Wholesale Banking Services The Ban 's target mar et ranges from large# "lue3chip manufacturing companies in the !ndian corporate to small C mid3siBed corporates and agri3"ased "usinesses( For these customers# the Ban provides a wide range of commercial and transactional "an ing services# including wor ing capital finance# trade services# transactional services# cash management# etc( The "an is also a leading provider of structured solutions# which com"ine cash management services with vendor and distri"utor finance for facilitating superior suppl$ chain management for its corporate customers( Based on its superior product deliver$ ; service levels and strong customer orientation# the Ban has made significant inroads into the "an ing consortia of a num"er of leading !ndian corporates including multinationals# companies from the domestic "usiness houses and prime pu"lic sector companies( !t is recognised as a leading provider of cash management and transactional "an ing solutions to corporate customers# mutual funds# stoc e0change mem"ers and "an s( Retail Banking Services The o".ective of the Retail Ban is to provide its target mar et customers a full range of financial products and "an ing services# giving the customer a one3stop window for all his;her "an ing re2uirements( The products are "ac ed "$ world3class service and delivered to customers through the growing "ranch networ # as well as through alternative deliver$ channels li e )T*s# 6hone Ban ing# ?etBan ing and *o"ile Ban ing( The HDFC Ban 6referred program for high net worth individuals# the HDFC Ban 6lus and the !nvestment )dvisor$ +ervices programs have "een designed eeping in mind needs of customers who see distinct financial solutions# information and advice on various investment avenues( The Ban also has a wide arra$ of retail loan products including )uto Loans# Loans against mar eta"le securities# 6ersonal Loans and Loans for Two3wheelers( !t is also a leading provider of Depositor$ 6articipant (D6) services for retail customers# providing customers the facilit$ to hold their investments in electronic form( HDFC Ban was the first "an in !ndia to launch an !nternational De"it Card in association with D!+) (D!+) 5lectron) and issues the *astercard *aestro de"it card as well( The Ban launched its credit card "usiness in late 899%( B$ *arch 899&# the "an had a total card "ase (de"it and credit cards) of over %7 million( The Ban is also one of the leading pla$ers in the Fmerchant ac2uiringG "usiness with over /9#999 6oint3of3sale

(64+) terminals for de"it ; credit cards acceptance at merchant esta"lishments( The Ban is well positioned as a leader in various net "ased B8C opportunities including a wide range of internet "an ing services for Fi0ed Deposits# Loans# Bill 6a$ments# etc( Treasury 1ithin this "usiness# the "an has three main product areas 3 Foreign 50change and Derivatives# Local Currenc$ *one$ *ar et C De"t +ecurities# and 52uities( 1ith the li"eralisation of the financial mar ets in !ndia# corporates need more sophisticated ris management information# advice and product structures( These and fine pricing on various treasur$ products are provided through the "an 's Treasur$ team( To compl$ with statutor$ reserve re2uirements# the "an is re2uired to hold 8-= of its deposits in government securities( The Treasur$ "usiness is responsi"le for managing the returns and mar et ris on this investment portfolio(

Credit Rating The Ban has its deposit programs rated "$ two rating agencies 3 Credit )nal$sis C Research Limited (C)R5) and Fitch Ratings !ndia 6rivate Limited( The Ban 's Fi0ed Deposit programme has "een rated 'C)R5 ))) (FD)' HTriple )I "$ C)R5# which represents instruments considered to "e Jof the "est 2ualit$# carr$ing negligi"le investment ris J( C)R5 has also rated the "an 's Certificate of Deposit (CD) programme J6R %KJ which represents Jsuperior capacit$ for repa$ment of short term promissor$ o"ligationsJ( Fitch Ratings !ndia 6vt( Ltd( (%99= su"sidiar$ of Fitch !nc() has assigned the J))) ( ind )J rating to the Ban 's deposit programme# with the outloo on the rating as Jsta"leJ( This rating indicates Jhighest credit 2ualit$J where Jprotection factors are ver$ highJ The Ban also has its long term unsecured# su"ordinated (Tier !!) Bonds rated "$ C)R5 and Fitch Ratings !ndia 6rivate Limited and its Tier ! perpetual Bonds and Apper Tier !! Bonds rated "$ C)R5 and CR!+!L Ltd( C)R5 has assigned the rating of JC)R5 )))J for the su"ordinated Tier !! Bonds while Fitch Ratings !ndia 6vt( Ltd( has assigned the rating J))) (ind)J with the outloo on the rating as Jsta"leJ( C)R5 has also assigned JC)R5 ))) HTriple )IJ for the Ban s 6erpetual "ond and Apper Tier !! "ond issues( CR!+!L has assigned the rating J))) ; +ta"leJ for the Ban 's 6erpetual De"t programme and Apper Tier !! Bond issue( !n each of the cases referred to a"ove# the ratings awarded were the highest assigned "$ the rating agenc$ for those instruments( Corporate Governance Rating The "an was one of the first four companies# which su".ected itself to a Corporate <overnance and Dalue Creation (<DC) rating "$ the rating agenc$# The Credit Rating !nformation +ervices of !ndia Limited (CR!+!L)( The rating provides an independent

assessment of an entit$'s current performance and an e0pectation on its J"alanced value creation and corporate governance practicesJ in future( The "an has "een assigned a 'CR!+!L <DC Level %' rating which indicates that the "an 's capa"ilit$ with respect to wealth creation for all its sta eholders while adopting sound corporate governance practices is the highest(

4verview @ear 899/ )rchives Credit Rating Corporate <overnance Rating

Be aware of frauds +ecurit$ Tips +ecurit$ measures at HDFC Ban +hareholding pattern Histor$ of +hare issues Bonds !ssue Histor$ 6hishing *one$ *ules !nternet Ban ing 4nline +hopping ; 6a$ments Computer securit$ !nternet Browsing 5mail +ecurit$ )wards and )chievements 3 Ban ing +ervices

HDFC Ban "egan operations in %&&- with a simple missionE to "e a J1orld3class !ndian Ban J( 1e realised that onl$ a single3minded focus on product 2ualit$ and service e0cellence would help us get there( Toda$# we are proud to sa$ that we are well on our wa$ towards that goal( !t is e0tremel$ gratif$ing that our efforts towards providing customer convenience have "een appreciated "oth nationall$ and internationall$( 899& 5uromone$ )wards 'Best Bank in India' 899& 5conomic Times Brand 52uit$ C ?ielsen Research annual surve$ 899& )sia *one$ 899& )wards Most Trusted Brand - Runner Up

'Best o!estic Bank in India'

!B) Ban ing 'Best IT Governance "#ard - Runner up' Technolog$ )wards 899& <lo"al Finance )ward !DRBT Ban ing Technolog$ 50cellence )ward 899: 'Best Trade $inance Bank in India %or &''( 'Best IT Governance and )alue elivery'

)sian Ban er '"sian Banker Best Retail Bank in India "#ard &''( ' 50cellence in Retail Financial +ervices 899: Finance )sia 'Best Bank and Best Cash Manage!ent Bank' Countr$ )wards for )chievement 899: C??3!B? ?asscom !T Aser )ward 899: Business !ndia For"es )sia )sian Ban er 'Indian o% the *ear +Business,' 'Best IT "doption in the Banking Sector' 'Best Bank &''-' $a. /' co!panies in "sia 0aci%ic Best Retail Bank &''-

50cellence in Retail Financial +ervices )siamone$ *icrosoft C !ndian 50press <roup Best local Cash *anagement Ban )ward voted "$ Corporates Security Strategist "#ard &''-

1orld Trade Center For outstanding contri"ution to international trade services( )ward of honour Business Toda$3 *onitor <roup surve$ Financial 50press3 5rnst C @oung )ward 4ne of !ndia's J*ost !nnovative CompaniesJ

Best Bank "#ard in the 0rivate Sector category

<lo"al HR '1!ployer Brand o% the *ear &''2 -&''-' "#ard - $irst Runner 50cellence )wards up3 4 !any !ore 3 )sia 6acific HR* CongressE Business Toda$ 899/ Dun C Bradstreet L 'Corporate Best Bank' "#ard )merican 50press Corporate Best Ban )ward 899/ The Bom"a$ +toc 50change and ?asscom Foundation's Business for +ocial Responsi"ilit$ )wards 899/ 4utloo *one$ C ?DTD 6rofit 'Best Corporate Social Responsi.ility 0ractice' "#ard 'Best Bank' "#ard

Best Ban )ward in the 6rivate sector categor$(

The )sian Ban er Best Retail Bank in India 50cellence in Retail Financial +ervices )wards )sian Ban er 5ur Managing irector "ditya 0uri #ins the 6eadership "chieve!ent "#ard %or India

1e are aware that all these awards are mere milestones in the continuing# never3ending .ourne$ of providing e0cellent service to our customers( 1e are confident# however# that with

$our feed"ac and support# we will "e a"le to maintain and improve our services(

Financial !nformation The last twelve $ears have "een ver$ fulfilling( 1e can of course wa0 elo2uent a"out it in so man$ wa$s# "ut the$ sa$# figures don't lie# so we will let the figures do all the tal ing( The$ will give $ou a fair idea of how we have grown in the past few $ears (

Financial Results RB! 4rder of )malgamation 3 CBo6 +cheme of )malgamation 3 CBo6 (as approved "$ RB!) )nnual Reports Contact points %or shareholders7 Mamala *ills Compound# Legal C +ecretarial Department# 8nd Floor# +enapati Bapat Road# Lower 6arel (1est)# *um"ai 3 '99 9%7 Telephone ?o( 8'&::':' 50t( 7'>7 Fa0 ?o( 8'&> -87-( 5mailE investors(helpdes Nhdfc"an (com Counter TimingE %9(79 a(m( to 7(99 p(m "etween *onda$ to Frida$ (e0cept on Ban holida$s)(

,oin the winning team HDFC Ban is a $oung and d$namic "an # with a $outhful and enthusiastic team determined to accomplish the vision of "ecoming a #orld-class Indian .ank( 4ur "usiness philosoph$ is "ased on four core values 3 Custo!er $ocus# 5perational 18cellence# 0roduct 6eadership and 0eople( 1e "elieve that the ultimate identit$ and success of our "an will reside in the e0ceptional 2ualit$ of our people and their e0traordinar$ efforts( For this reason# we are committed to hiring# developing# motivating and retaining the "est people in the industr$( *ission and Business +trateg$ 4ur mission is to "e Ja 1orld Class !ndian Ban J# "enchmar ing ourselves against international standards and "est practices in terms of product offerings# technolog$# service levels# ris management and audit C compliance( The o".ective is to "uild sound customer franchises across distinct "usinesses so as to "e a preferred provider of "an ing services for target retail and wholesale customer segments# and to achieve a health$ growth in profita"ilit$# consistent with the Ban 's ris appetite( 1e are committed to do this while ensuring the highest levels of ethical standards# professional integrit$# corporate governance and regulator$ compliance( 4ur "usiness strateg$ emphasiBes the following E !ncrease our mar et share in !ndiaOs e0panding "an ing and financial services industr$ "$ following a disciplined growth strateg$ focusing on 2ualit$ and not on 2uantit$ and delivering high 2ualit$ customer service( Leverage our technolog$ platform and open scalea"le s$stems to deliver more products to more customers and to control operating costs( *aintain our current high standards for asset 2ualit$ through disciplined credit ris management( Develop innovative products and services that attract our targeted customers and address inefficiencies in the !ndian financial sector( Continue to develop products and services that reduce our cost of funds( Focus on high earnings growth with low volatilit$(

0hishing $raud What is 0hishing9 6hishing is an act underta en "$ fraudsters to gain $our private and sensitive information where"$ emails sent out appear to "e sent "$ $our "an ( +uch fa e emails encourage $ou to clic on a lin in the email which leads $ou to a fa e we"site with a similar loo and feel as that of the "an 's authentic we"site( !t is designed so# to capture $our personal confidential account information such as Customer !D# !6!?# Credit;De"it Card num"er# Card e0pir$ date# CDD num"ers# etc( Customers email addresses are o"tained;purchased "$ the fraudster through non3trusted sites where the customer would have revealed his 5mail !d m$ means of casual "rowsing or shared it on chat rooms# "logs or mailing lists etc( The Ban never shares its customers information such as email addresses or other private information with an$ third part$( )lternativel$ emails ids can also "e generated "$ software tools( :o# do the %raudsters operate9 %( Fraudster send spoofed emails# appearing to "e sent "$ HDFC Ban # to large num"er of recipients with an urgent tone that calls for 2uic action to verif$# update or reveal $our confidential account information "$ clic ing onto a lin in the email( 8( 4nce the recipient clic s on the lin in the email# he is diverted to a fa e we"site with a similar loo and feel of the "an 's original we"site( The customer is presented a we" form to capture his confidential account information i(e( customer !D# !6!?# Credit ; De"it Card num"ers# 50pir$ date and CDD num"er# etc( 7( 4nce the unaware customer reveals his confidential account information on the fa e we"site he ma$ "e directed to the authentic we"site of the "an to suppress an$ suspicion arising in the customer's mind( This is how the identit$ of customer is compromised( '( This customer confidential account information or identit$ credentials are then used "$ the fraudster to gain access to the customer's account to commit fraudulent transactions( :o# do you identi%y a %ake ; phishing e!ail9 %( 1hile it is eas$ to identif$ some fa e emails# others "ecome difficult as the$ appear to "e originating from the "an ( The fraudster ma$ use HDFC Ban 's email address# domain name# logo# etc to give an authentic loo to the fa e email( 8( Do not rel$ on the name and source email address information in the JFromJ field as it ma$ easil$ "e manipulated "$ the fraudster to a valid email account of HDFC Ban or an$ other email address(

7(

+uch fa e emails will alwa$s address $ou "$ a generic salutation or addressing li e JDear CustomerJ or JDear ?et Ban ing CustomerJ or JDear HDFC Ban CustomerJ( HDFC Ban 's authentic emails will alwa$s address $ou personall$ "$ $our name e(g( JDear *r +ameer BediJ '( Der$ often# such fa e emails are poorl$ drafted and ma$ have spelling or grammatical mista es( -( +uch fa e emails will alwa$s encourage $ou to clic on to a lin to verif$ or update $our confidential account information( 6lease note that the Ban will never as $ou for $our confidential account information as the same would "e availa"le on the "an 's s$stems( >( The lin s em"edded in such fa e emails sometimes ma$ loo authentic "ut when $ou move the cursor;pointer over the lin # there ma$ "e an underl$ing lin to a fa e we"site( )isual identi%ication o% phishing e!ails Sa!ple< +"ccount Status =oti%ication,

Sa!ple& +)alidate *our "ccount "ccess 5nline $ro! : $C Bank,

:o# do you identi%y a counter%eit ; %ake #e.site9 %( !t is ver$ difficult for an occasional internet user to identif$ a fa e we"site as the fraudster designs it to replicate the "an 's original we"site "$ using the "an 's logo and content( 8( )eri%y the UR6 o% the #e.page +#e. page address,7 *ost of the counterfeit;fa e we"page addresses start with >http7;;> unli e HDFC Ban 's transaction related we"pages that warrants customer confidential account information (e(g( internet "an ing# pa$ment gatewa$ sites for online shopping) would start with >https7;;> and not http7;;? Derif$ the end letter JsJ that ensures the securit$ of communication "$ means of encr$ption "etween we"page and the visitor accessing it( HDFC Ban 's home page address 3 httpE;;www(hdfc"an (com is not encr$ption ena"led# as there is no customer confidential account information flowing over it( ARL ; we"site address of the fa e we"site would "e different from HDFC Ban 's we"site address or ARL( 5(g( HDFC Ban 's internet "an ing site address is httpsE;;net"an ing(hdfc"an (com( ) fa e we"site address ma$ "e httpE;;m$site(com# httpE;;hfdc(com or httpsE;;internet"an ing(hfdc"an (net 7( Check the 0" 65C@ sy!.olE 6ad loc s$m"ol depicts e0istence of a securit$ certificate# also called Digital Certificate for that we"site( Fa e we"sites would either not have a digital certificate to prove its authenticit$ or ma$ have invalid digital certificate(

5sta"lish the authenticit$ of the we"site "$ verif$ing its digital certificate( To do so go to $ile AB 0roperties AB Certi%icates or dou"le clic on the 6)D L4CM icon at the "ottom corner of $our Browser window while $ou are at the we"page of fa e we"site( 5(g( HDFC Ban 's authentic !nternet Ban ing we"site's digital certificate is depicted "elowE

)isual co!parison .et#een original and %ake #e.site 5riginal =et.anking site o% : $C Bank

$ake We.site

http7;;###?!edia#orld? co!;hd%c ;internet.anking?ht!l

http7;;!ysite?co! ;li;hd%c?ht!

http7;;hd%c.ankonline? co!

What do you do i% you receive a phishing e!ail9 %( Bear in mind that HDFC Ban will never send emails to $ou as ing for $our confidential information( 8( Do not respond to an$ phishing emails "$ clic ing on the lin s given# opening an$ attachments or repl$ing to the sender of the email( 7( 1henever in dou"t a"out authenticit$ of an email please write to us at supportNhdfc"an (com '( !f $ou are a"le to identif$ a phishing email# please forward it to fa e(emailNhdfc"an (com( The "an shall shut down the corresponding fa e site after validation(

What do you do i% you have revealed your con%idential in%or!ation .y responding to a phishing e!ail or have .eco!e a victi! o% phishing9 %( !f $ou realise soon after revealing $our confidential information such as customer !D# !6!?# etc# immediatel$ log on $our ?etBan ing account "$ t$ping the ARL in the address "ar of $our we" "rowser# change the !6!? and verif$ recent transactions in $our account( !f no fraudulent transactions are o"served# forward the phishing email to the "an ( 8( !f $ou discover an$ unauthorised transactions in $our account please call up the phone "an ing num"ers or send an email to supportNhdfc"an (com to disa"le internet "an ing access to $our account and visit $our home "ranch immediatel$ to report the matter at the "ranch for further action( Forward the phishing email to $our "ranch manager and mar a cop$ (cc) to supportNhdfc"an (com( What are Money Mules9 B$ phishing or other means of customer identit$ theft# the fraudster harvests customer ?etBan ing credentials i(e( customer !D and !6!? with a motive to transfer mone$ from customer account to another account holder of the same or different "an ( The "eneficiar$ account holder is referred as a >Money Mule>( The "eneficiar$ "ecomes accomplice un nowingl$ "$ social engineering techni2ues emplo$ed "$ the fraudster( :o# does the $raudster operate9 %( These fraudsters generall$ operate from across a countr$ other than where the fraud is to "e committed to eep themselves awa$ from local law enforcement agencies( The$ either maintain anon$mit$ or use fictitious identit$ to commit these frauds( 8( Fraudsters launch their attac using social engineering techni2ues "$ contacting the prospective mone$ mules either "$ sending emails# in chat rooms# .o" search we"sites or through internet "logs( 7( Fraudsters lure the prospective mone$ mules to share their "an account details "$ telling them a fa e stor$ and convincing them to receive mone$ in their accounts( Fraudsters also offer a part of their mone$ or commission and persuade them to un nowingl$ act as mone$ mules( '( Fraudsters then transfer mone$ from the "an customer account whose !nternet Ban ing customer !D and !6!? ; password has "een harvested either "$ means of phishing or through other means of identit$ theft( -( *one$ *ule is then directed "$ the fraudster to retain commission and transfer "alance mone$ either through wire transfer or to an account of another mone$ mule "$ means of online transfer or cash deposit there"$ forming a chain of fraud( >( +uch mone$ transfers would ultimatel$ lead to funds transfer into fraudster's account there"$ maintaining anon$mit$( /( 1hen such frauds are reported the mone$ mules "ecome the target of law enforcement agencies as their "an accounts are used and their identit$ is esta"lished( :o# do you protect yoursel% %ro! .eco!ing a !oney !ule9 %( The fraudster ma$ coo different stories# however his motive will "e to convince $ou to share $our "an account details# receive mone$ and act as per his directions( 8( Do not respond to email from strangers as ing $ou for $our "an account details( 7( For an$ overseas .o" offer# confirm the identit$ and contact details of the compan$ offering the .o" to $ou( The$ ma$ have hosted a compan$ we"site to ma e it loo authentic# "ut there ma$ not e0ist an$ compan$ at all in realit$( '( Do not get carried awa$ "$ attractive offers or priBes(

Sa!ples o% $raud e!ails7 :ello C My na!e is Morgan S!ith Bryant3 I a! an artist #ith !y #i%e Susan Morgan3 We o#n SUS "rt World in 6ondon +United @ingdo!,3 I live in United @ingdo! #ith !y t#o kids3 %our cats3 It is de%initely a %ull house3 I have .een into art #ork since I #as a little child that gives !e a.out &D years o% e8perience3 I !aEored in art in high school and took a %e# college art courses3 Most o% !y #ork is done in either pencil or air.rush !i8ed #ith color pencils? I have recently added designing and creating art#ork on the co!puter3 I have .een selling !y art %or the last D years and have had !y #ork %eatured on trading cards3 prints and in !agaFines? I have sold in galleries and to private collectors %ro! all around the #orld3 I a! al#ays %acing serious di%%iculties #hen it co!es to selling !y art #orks to "!erican and India3 they are al#ays o%%ering to pay #ith credit cards only #hich is di%%icult %or !e to cash here in 6ondon United @ingdo!? "lso3 i'! setting a large %actory and estate in India? I a! looking %or a representative in the India #ho #ill .e #orking %or !e as a petite #orker and I #ill .e #illing to pay <'G %or every transaction3 #hich #ouldn't a%%ect your present state o% #ork? So!eone #ho #ould help !e receive pay!ents %ro! !y custo!ers in the india !ean so!eone that is responsi.le and relia.le3 .ecause the cost o% co!ing to the state and getting pay!ents is very e8pensive and ti!e consu!ing3 I a! #orking on setting up a .ranch in the India %or no# I need a representative in India #ho #ill .e handling the pay!ent aspect %or !y co!pany? These pay!ents #ill .e !ade via .ank trans%er only and they #ould co!e to you in your na!e i% you are #illing to assist as a representative3 so all you need to is to open a ne# account #ith "BC .ank India #here !y custo!ers in India and United States can .e trans%erring !oney to you? "%ter deducting your <'G you #ill then #ire the rest to !y contractor in India? I% you are interested 3i #ant you to open an account #ith "BC .ank India and %or#ard all the .anking in%or!ation to !e including your international passport %irst three page3.irth certi%icate and election card to !e? The only pro.le! #hich I have is trust3 .ut I have !y #ay o% getting anyone that gets a#ay #ith !y !oney !ean the $ederal Bureau o% Investigation + $?B?I, .ranch in Washington gets involve? It #ill not cost you any a!ount3 you are to receive pay!ents %ro! custo!ers %or !y co!pany #hich #ill .e sent to you into your "BC .ank account? Sincerely? Morgan S!ith SUS "RT W5R6 ? =B7 "ll charges #ill .e deducted %ro! the !oney3 so you are rest assured that you #ouldn't spend a di!e out o% your personal !oney? I% you are interested3 please get .ack to !e as soon as possi.le via e!ail #ith the

%ollo#ing listed in%or!ation .elo#7 H*our %ull na!e7 H*our %ull ho!e address3 H*our age3 H5ccupation and as #ell your H!arital status3 and your3 Hdirect contact telephone nu!.er3 H rivers 6icense ; International 0assport Thanks %or your assistant and God .less3 Internet Banking Security Tips7 HDFC Ban has "een one of the pioneers in e0tending internet "an ing services to cater to an$time# an$where "an ing needs of its customers "$ leveraging on to its state3of3the3art technolog$ platforms( !nternet Ban ing has also "een e0ploited "$ hac ers and fraudsters to deceive the "an 's customer and commit frauds( 1hile the "an has "est3of3the3"reed solutions# processes and people deplo$ed to e0tend secure "an ing to its customers# it is important for our customers to now that JSecUrity is inco!plete #ithout UJ( Customers need to follow secure computing guidelines to avert an$ frauds or securit$ "reaches to their accounts# as e$s to the internet "an ing accounts are held "$ respective account owners in the form of Customer !Ds and !nternet Ban ing passwords (!6!?)( %( Meep $our Customer !D and !6!? confidential and do not disclose it to an$"od$( 8( Change $our !6!? as soon as $ou receive it "$ logging into $our ?etBan ing account( *emorise $our !6!?# do not write it down an$where( 7( Refer J6rotect $our computer accounts with strong passwordsJ section under computer securit$ tips( '( )void accessing internet "an ing from shared computer networ s such as c$"er cafes( -( Do not clic on lin s in the emails or sites other than www(hdfc"an (com to access $our ?etBan ing we"page( >( )lwa$s visit the HDFC Ban 's ?etBan ing site through HDFC Ban 's home page "$ t$ping the "an 's we"site address (www(hdfc"an (com) on to the "rowser's address "ar( Asers are encouraged to add the "an 's ARL to Favorites or Boo mar in the user computer "rowser( /( )lwa$s verif$ the authenticit$ of the Ban 's ?etBan ing we"page "$ chec ing its ARL as JhttpsE;;net"an ing(hdfc"an (comJ and the 6)D Loc s$m"ol at the "ottom corner of the "rowser "efore putting in $our Customer !D and !6!?( :( !f $our Customer !D and !6!? appear automaticall$ on the login page of ?etBan ing we"page# $ou should disa"le J)uto CompleteJ feature on $our "rowser( To disa"le auto complete featureE a( 4pen !nternet 50plorer# Clic on ToolsAB Internet 5ptionsAB Content? "( Clic on J)uto CompleteJ# under J6ersonal !nformationJ c( Anchec JAser names and passwords on formsJ# clic on JClear 6asswordsJ d( Clic J4MJ &( Ase virtual e$"oard feature while logging into $our internet "an ing account( %9( Do cross chec $our last login information availa"le in ?etBan ing upon ever$ login to ascertain $our last login and monitor an$ unauthorised logins( %%( )lwa$s t$pe $our confidential account information( Do not cop$ paste it( %8( *onitor $our transactions regularl$(

%7( Ase HDFC Ban 's JInsta"lertsJ service( %'( )lwa$s logout when $ou e0it ?etBan ing( Do not directl$ close the "rowser( %-( !n addition to the a"ove stated points please refer Computer +ecurit$ Tips( 5nline Shopping ; 0ay!ents security tips7 %( )lwa$s shop or ma e pa$ments through trusted ; reputed we"sites and "oo mar those sites if $ou use them regularl$( 8( 5nsure that the ARL of the we"site is correct "$ verif$ing it in the address "ar of $our computer "rowser( 7( Do not clic on lin s in emails or on referral we"sites to visit the online shopping site( )lwa$s t$pe the ARL in the address "ar of the "rowser to visit the we"site( '( Do not enter $our confidential account information such as Credit Card ?um"ers# 50pir$ Date# CDD values# etc on an$ pop3up windows( -( !f $ou are a fre2uent online shopper# signup for Derif$ "$ Disa and *aster Card secure code program( >( Chec for 6)D L4CM s$m"ol on the we"page "efore furnishing $our Credit Card ?um"ers# 50pir$ Date# 6!? and CDD values# etc to ma e pa$ments( /( *a e note of the transaction !Ds for future reference incase of disputes( :( Chec $our account statements regularl$ and "ring an$ fraudulent transaction to the notice of Ban ( &( Do not respond to emails see ing $our confidential account information that tr$ to lure $ou with offers# .o"s or priBes etc( Co!puter security tips7 %( Use licensed so%t#are on your co!puter Anlicensed software procured from untrustworth$ sources could have malicious programs such as virus or tro.ans that ma$ damage $our computer "$ corrupting $our files or ma$ reveal $our confidential data such as passwords of $our various accounts# Credit;De"it card num"ers# etc without $our nowledge to the owner of that software( 8( o not allo# unauthorised access to you co!puter Anauthorised access to $our computer could lead to compromise of $our confidential data stored on $our computer( 7( 0rotect your co!puter accounts #ith strong pass#ords Computers identif$ its users "ased on usernames and passwords unli e humans( Ase strong passwords to secure $our computer accounts from "eing compromised or misused and follow good password management practices such asE Meep alphanumeric passwords with length of minimum : characters( @ou can use phrases in sentences such as Jnature's wrath tsunamiJ to frame $our passwords as the$ are eas$ to remem"er and difficult to crac ( Do not use dictionar$ "ased words or $our personal information such as name of $our spouse or child or $our date of "irth etc as passwords# "ecause the$ are eas$ to crac or guess( Do not eep same passwords for multiple accounts( *aintain confidentialit$ of $our passwords( Do not write down $our passwords( Do change $our passwords once in ever$ three months( '( Update your co!puter #ith latest security patches !nstall latest securit$ patches for $our operating s$stem and other components li e

"rowser# email client# etc as released "$ $our computer's operating s$stem vendor( Meep $our computer updated periodicall$ of securit$ patches and protect $our computer from intrusions( -( Use anti-virus3 anti spy#are and personal %ire#all Computers connecting to internet face a variet$ of threats from the internet such as infections from malware such as viruses# tro.ans# sp$ware# adware# etc that ma$ affect the securit$ of user computers in terms of corrupting files# s$stem failures or transmitting user confidential data to hac ers or fraudsters without the nowledge of the user( Hac ers can ta e control of user s$stems "$ intrusions and misuse them to launch malicious attac on other s$stems# conduct illegal activit$# gain access to $our confidential information# etc( 6rotect $our computer from malware "$ installing anti3virus and anti3sp$ware software and eep it updated with the latest signature files( Ase personal firewalls to protect $our computer from intrusions "$ hac ers on the internet( Do switch off ; disconnect $our computers from internet when not in use( Internet Bro#sing Security Tips7 %( Watch your click7 @ou must o"serve clic discipline while "rowsing through different we"sites( @ou ma$ land up clic ing on to malicious lin that could download malicious code ; software or virus on to $our computer( 8( o not do#nload so%t#are %ro! nontrust#orthy sites7 Downloading software from non3trustworth$ sites ma$ lead to infecting $our computer with virus( Asers should particularl$ "e careful of downloading freeware which ma$ have Tro.ans installed that would transmit $our confidential information to a hac er or fraudster without $our nowledge( 7( Read privacy policy o% the #e.site7 *a e sure that $ou read the privac$ polic$ of the we"site "efore parting with an$ personal information such as name# email id# contact num"er# etc and "e aware of how $our information would "e used "$ the we"site owner(

1!ail Security Tips %( 0rotect your e!ail I @our email !D is $our identit$ and address on the internet and an$one ma$ reach $ou from an$ part of the glo"e in minimum time and effort( 6rotect $our email !D from "eing misused( 8( o not pu.lish your e!ail I on internet Do not disclose $our email !D on we"sites# chat rooms# internet "logs or su"scri"e to mailing lists without having read the privac$ polic$ of these sites( @our email !D could "e shared or sold to mar eting companies and ma$ land up in the spam data"ases which "ecome the target for receiving spam emails( 7( 0rotect your e!ail .o8 against spa! +pam emails are unsolicited emails sent in large num"ers to recipients for sales and mar eting or some promotional activities( Do not repl$ ; respond to spam emails as it ma$ lead $ou to receiving more spam in $our email "o0( '( o not open e!ail attach!ents in haste

Do not open attachments received from un nown sender or une0pected attachments from nown senders( The$ ma$ contain virus infected files most of the times( -( o not click on the links in e!ails asking %or con%idential in%or!ation 6lease refer phishing frauds >( Be #ary o% %raudulent e!ails @ou ma$ receive emails well crafted to esta"lish communication with $ou and lure $ou into a professional or personal relationship leading to using $our Ban account for financial transactions over the internet also nown as mone$ laundering( Refer *one$ *ules

4ur CitiBen's Charter offers relevant information a"out the products# facilities and services we provide( Customers can also find out a"out the time norms for various "an ing transactions# our polic$ on customer information# and the process followed for redressal of grievances(

T$pes of Deposit )ccounts 6remature 1ithdrawal of +afe Deposit Loc ers )ccount 4pening C 4peration of Term Deposit Redressal of complaints C Deposit )ccount Renewal of Term Deposit grievances ?omination Facilit$ )dvance )gainst Deposits +ervice Charges !nterest 6a$ments Deceased Deposit 50change of +oiled; *utilated *inor's )ccounts )ccounts notes )ccount of !lliterate ; Blind !nsurance Cover for )T* Card ; De"it Card Hot 6erson Deposits listing )ddition or Deletion of the name;s +top 6a$ment Facilit$ 6ension )ccounts of ,oint );c holders Dormant )ccounts ?o Frills )ccount Customer !nformation +tanding !nstructions Foreign 50change +ervices +ecrec$ of Customers Direct De"it Time ?orms for Darious Ban ing Transactions Che2ue Collection 6olic$

1hile various deposit products

offered "$ the "an are assigned different names# the deposit products can "e categorised "roadl$ into the following t$pes( Definition of ma.or deposit schemes are as under E 3 JDemand Deposits J means a deposit received "$ the "an which is withdrawa"le on demandP J+avings DepositsJ means a form of Demand Deposit which is su".ect to restrictions as to the num"er of withdrawals as also the amounts of withdrawals permitted "$ the "an during an$ specified periodP JTerm DepositJ means a deposit received "$ the "an for a fi0ed period withdrawa"le onl$ after the e0pir$ of the fi0ed period and includes deposits such as Recurring ; Dou"le Benefit Deposits ; +hort Deposits ; Fi0ed Deposits ; *onthl$ !ncome Certificate ; Quarterl$ !ncome Certificate etc( ''?otice Deposit'' means Term Deposit for a specific period "ut withdrawa"le on giving at least one complete "an ing da$'s noticeP JCurrent )ccountJ means a form of Demand Deposit wherefrom withdrawals are allowed an$ num"er of times depending upon the "alance in the account or up to a particular agreed amount and will also include other deposit accounts which are neither +avings Deposit nor Term DepositP

Before opening an$ Deposit )ccount# the "an will carr$ out due diligence as re2uired under JMnow @our CustomerJ (M@C) guidelines issued "$ RB! and or such other norms or procedures adopted "$ the "an ( !f the decision to open an account of a prospective depositor re2uires clearance at a higher level# reasons for an$ dela$ in opening of the account will "e informed to him and the final decision of the "an will "e conve$ed at the earliest to him( The account opening forms and other material would "e provided to the prospective depositor "$ the "an ( The same will contain details of information to "e furnished and documents to "e su"mitted for verification and ; or for record( !t is e0pected of the "an official to e0plain the procedural formalities and provide necessar$ clarifications sought "$ the prospective depositor when he approaches the "an for opening a Deposit )ccount( For deposit products li e +avings Ban )ccount and Current Deposit )ccount# the "an will normall$ stipulate certain minimum;average "alances to "e maintained as a part of the terms and conditions governing operation of such accounts( Failure to maintain stipulated minimum; average "alance in the account will attract lev$ of charges as specified "$ the "an ( For +avings Ban )ccount# the "an ma$ also restrict the num"er of transactions# cash withdrawals# etc(# for a given period( +imilarl$# the "an ma$ specif$ charges for issue of che2ue "oo s# additional statement of accounts# duplicate pass "oo # folio charges# etc( )ll such details# regarding terms and conditions for operation of the accounts and schedule of charges for various services provided will "e communicated to the prospective depositor while opening the account(

+avings Ban )ccounts can "e opened for eligi"le person ; persons and certain organiBations ; agencies (as advised "$ Reserve Ban of !ndia (RB!) from time to time)(These accounts are designed to help the individual (personal customers) to inculcate the ha"it of saving mone$ and to meet their future re2uirement of mone$( The amounts can "e deposited;withdrawn from these accounts "$ wa$ of che2ues;)T*( !t helps customers to eep minimum cash at home "esides earning interest( Current )ccounts can "e opened "$ !ndividuals ; 6artnership firms ; 6rivate and 6u"lic Limited Companies ; HAFs ; +pecified )ssociates ; +ocieties ; Trusts# etc( Term Deposit )ccounts can "e opened "$ !ndividuals ; 6artnership firms ; 6rivate and 6u"lic Limited Companies ; HAFs; +pecified )ssociates ; +ocieties ; Trusts# etc( Ban has tailored various deposit schemes to suit the needs and e0pectations of investing people in ever$ wal of life( The due diligence process# while opening a Deposit )ccount will involve satisf$ing a"out the identit$ of the person# verification of address# satisf$ing a"out his occupation and source of income( 4"taining introduction of the prospective depositor from a person accepta"le to the "an and o"taining recent photographs of the person;s opening ; operating the account are part of the due diligence process( !n addition to the due diligence re2uirements# under M@C norms the "an is re2uired "$ law to o"tain 6ermanent )ccount ?um"er (6)?) or <eneral !nde0 Register (<!R) ?um"er or alternativel$ declaration in Form ?o( >9 or >% as specified under the !ncome Ta0 )ct ; Rules( Deposit )ccounts can "e opened "$ an individual in his own name (statusE nown as account in single name) or "$ more than one individual in their own names (statusE nown as ,oint )ccount)( +avings Ban )ccount can also "e opened "$ a minor .ointl$ with natural guardian or with mother as the guardian (+tatusE nown as *inor's )ccount)( *inors a"ove the age of %8 will also "e allowed to open and operate +aving Ban )ccount independentl$( 4peration of ,oint )ccountE The ,oint )ccount opened "$ more than one individual can "e operated "$ single individual or "$ more than one individual .ointl$( The mandate for operating the account can "e modified with the consent of all account holders( The +avings Ban )ccount opened "$ minor .ointl$ with natural guardian ; guardian can "e operated "$ natural guardian onl$( The .oint account holders can give an$ of the following mandates for the disposal of "alance in the a"ove accounts E

5ither or +urvivor E !f the account is held "$ two individuals sa$# ) C B# the final "alance alongwith interest# if applica"le# will "e paid to survivor on death of an$ one of the account holders(

)n$one or +urvivor;s E !f the account is held "$ more than two individuals sa$# )# B and C# the final "alance alongwith interest# if applica"le# will "e paid to the survivor on death of an$ two account holders( The a"ove mandates will "e applica"le to or "ecome operational onl$ on or after the date of maturit$ of term deposits( This mandate can "e modified "$ the consent of all the account holders(

)t the re2uest of the depositor# the "an will register the mandate ; power of attorne$ given "$ him authoriBing another person to operate the account on his "ehalf( The term deposit account holders at the time of placing their deposits can give instructions with regard to closure of deposit account or renewal of deposit for further period on the date of maturit$( ) statement of account will "e provided "$ the "an to +avings Ban as well as Current Deposit )ccount Holders periodicall$ as per terms and conditions of opening of the account(6ass"oo facilit$ is avalia"le to all savings account holders free of cost

?omination Facilit$E Ban offers nomination facilit$ in deposit accounts# safe deposit loc ers# articles in safe custod$#etc( ?omination facilit$ is availa"le on all deposit accounts opened "$ the individuals( ?omination is also availa"le to a sole proprietor$ concern account( ?omination can "e made in favour of one individual onl$( ?omination so made can "e cancelled or changed "$ the account holder;s an$ time( 1hile ma ing nomination# cancellation or change thereof# it is re2uired to "e witnessed "$ a third part$( ?omination can "e modified "$ the consent of account holder;s( ?omination can "e made in favour of a minor also su".ect to other ma.or individual "eing named appointee(s) during the minorit$ period( The "an recommends that all depositors avail nomination facilit$( The nominee# in the event of death of the depositor;s# would receive the "alance outstanding in the account as a trustee of legal heirs( The depositor will "e informed of the advantages of the nomination facilit$ while opening a deposit account(

!nterest shall "e paid on +aving )ccount at the rate specified "$ Reserve Ban of !ndia directive from time to time( !nterest at 7(-= p(a( is presentl$ paid at 2uarterl$ rests "ased on the minimum "alance in the account "etween the %9th and the last da$ of the month( !n terms of Reserve Ban of !ndia Directives# interest shall "e calculated at 2uarterl$ intervals on Term Deposits and paid at the rate decided "$ the "an depending upon the period of deposits( !n case of *onthl$ Deposit +cheme# the interest shall "e calculated for the 2uarter and paid monthl$ at discounted value( The interest on Term Deposits is calculated "$ the "an in accordance with the formulae and conventions advised "$ !ndian Ban s' )ssociation(

The rate of interest on deposits will "e prominentl$ displa$ed in the "ranch premises( Changes# if an$# with regard to the deposit schemes and other related services shall also "e communicated upfront and shall "e prominentl$ displa$ed( The "an has statutor$ o"ligation to deduct ta0 at source if the total interest paid ; pa$a"le on all Term Deposits held "$ a person e0ceeds the amount specified under the !ncome Ta0 )ct( The "an will issue a ta0 deduction certificate (TD+ Certificate) for the amount of ta0 deducted( The depositor# if entitled to e0emption from TD+ can su"mit declaration in the prescri"ed format at the "eginning of ever$ financial $ear(

The minor can open a savings "an account and the same can "e operated "$ the natural guardian or "$ the minor himself ; herself# if he;she is a"ove the age of %8 $ears( The account can also "e opened .ointl$( 4n attaining ma.orit$# the erstwhile minor should confirm the "alance in his;her account and if the account is operated "$ the natural guardian ; guardian# fresh specimen signature of erstwhile minor dul$ verified "$ the natural guardian would "e o"tained and ept on record for all operational purposes(

The Customer !nformation collected from the customers shall not "e used for cross selling of services or products "$ the "an # their su"sidiaries and affiliates( !f the "an proposes to use such information# it should "e strictl$ with the consent of the account holder(

The "an shall not disclose details ; particulars of the customer's account to a third person or part$ without the e0pressed or implied consent from the customer( However# there are some e0ceptions# viB( disclosure of information under compulsion of law# where there is a dut$ to pu"lic to disclose and where interest of the "an re2uires disclosure(

HDFC Ban recogniBes the importance of good corporate governance# which is generall$ accepted as a e$ factor in attaining fairness for all sta eholders and achieving organiBational efficienc$( This Corporate <overnance 6olic$# therefore# is esta"lished to provide a direction and framewor for managing and monitoring the "an in accordance with the principles of good corporate governance( Code of Corporate <overnance Corporate <overnance Rating Composition of the Board 6rofiles of Directors Board Committees 4wnership Rights 6romoters Rights( HDFC LTD() Me$ +hareholders Rights Listing Registrars and transfer agents <rievance Redressal Dividend 6olic$ *emorandum of )ssociation )rticles of )ssociation Board *eetings Quarterl$ Apdates Fair 6ractice Code for Lending Code of 5thics ; Conduct

The Ban "elieves in adopting and adhering to "est recognised corporate governance practices and continuousl$ "enchmar ing itself against each such practice( The Ban understands and respects its fiduciar$ role and responsi"ilit$ to shareholders and strives hard to meet their e0pectations( The Ban "elieves that "est "oard practices# transparent disclosures and shareholder empowerment are necessar$ for creating shareholder value( The Ban has infused the philosoph$ of corporate governance into all its activities( The philosoph$ on corporate governance is an important tool for shareholder protection and ma0imisation of their long term values( The cardinal principles such as independence# accounta"ilit$# responsi"ilit$# transparenc$# fair and timel$ disclosures# credi"ilit$ etc( serve as the means for implementing the philosoph$ of corporate governance in letter and spirit(

The "an was amongst the first four companies# which su".ected itself to a Corporate <overnance and Dalue Creation (<DC) rating "$ the rating agenc$# The Credit Rating !nformation +ervices of !ndia Limited (CR!+!L)( The rating provides an independent assessment of an entit$'s current performance and an e0pectation on its J"alanced value creation and corporate governance practicesJ in future( The "an has "een assigned a 'CR!+!L <DC Level %' rating for the second consecutive $ear# which indicates that the "an 's capa"ilit$ with respect to wealth creation for all its sta eholders while adopting sound corporate governance practices is the highest(

The Composition of the Board of Directors of the Ban is governed "$ the Companies )ct# %&-># the Ban ing Regulation )ct# %&'& and the listing re2uirements of the !ndian +toc 50changes where securities issued "$ the Ban are listed( The Board has strength of %8 Directors as on *arch 7%# 899:( )ll Directors other than *r( )dit$a 6uri# *r( Harish 5ngineer and *r( 6aresh +u than ar are non3e0ecutive directors( The Ban has five independent directors and si0 non3independent directors( The Board consists of eminent persons with considera"le professional e0pertise and e0perience in "an ing# finance# agriculture# small scale industries and other related fields( ?one of the Directors on the Board is a mem"er of more than %9 Committees and Chairman of more than - Committees across all the companies in which he;she is a Director( )ll the Directors have made necessar$ disclosures regarding Committee positions occupied "$ them

in other companies( 3 *r( ,agdish Capoor# *r( Me i *istr$# *rs( Renu Marnad# *r( )dit$a 6uri# *r( Harish 5ngineer and *r( 6aresh +u than ar are non3independent Directors on the Board( 3 *r( )rvind 6ande# *r( )shim +amanta# *r( <autam Divan# *r( C( *( Dasudev and Dr( 6andit 6alande are independent directors on the Board( 3 *r( Me i *istr$ and *rs( Renu Marnad represent HDFC Limited on the Board of the Ban ( 3 The Ban has not entered into an$ materiall$ significant transactions during the $ear# which could have a potential conflict of interest "etween the Ban and its promoters# directors# management and;or their relatives# etc( other than the transactions entered into in the normal course of "usiness( The +enior *anagement have made disclosures to the Board confirming that there are no material# financial and;or commercial transactions "etween them and the Ban which could have potential conflict of interest with the Ban at large(

*r( ,agdish Capoor *r( )dit$a 6uri *r( Me i *( *istr$ *rs( Renu Marnad *r( )rvind 6ande *r( )shim +amanta *r( C * Dasudev *r( <autam Divan Dr( 6andit 6alande *r( 6aresh +u than ar *r( Harish 5ngineer

Mr? Iagdish Capoor

*r( ,agdish Capoor holds a *asters degree in Commerce and is a Fellow mem"er of !ndian !nstitute of Ban ing and Finance( 6rior to .oining the Ban # *r( Capoor was the Deput$ <overnor of the Reserve Ban of !ndia( He retired as Deput$ <overnor of Reserve Ban of !ndia after serving for 7& $ears( 1hile with Reserve Ban of !ndia# *r( Capoor was the Chairman of the Deposit !nsurance and Credit <uarantee Corporation of !ndia and Bharati$a Reserve Ban ?ote *udran Limited( He also served on the "oards of 50port !mport Ban of !ndia# ?ational Housing Ban # ?ational Ban for )griculture and Rural Development (?)B)RD) and +tate Ban of !ndia( *r( Capoor is on the Boards of the !ndian Hotels Compan$ Limited# Bom"a$ +toc 50change Limited# <HCL Limited# L!C 6ension Fund Limited# )ssets Care 5nterprise Limited and Quantum Trustee Co( 6vt( Ltd( He is a mem"er of the Board of <overnors of the !ndian !nstitute of *anagement# !ndore( *r( Capoor is a Trustee of The +toc 50change !nvestors' 6rotection Fund and +umati Capoor Charita"le Trust( *r( Capoor is a mem"er of the )udit Committees of !ndian Hotels Compan$ Limited# <HCL Limited and Quantum Trustee Co( 6vt( Ltd( He is chairman of +hare )llotment and +hareholdersO <rievance Committee of Bom"a$ +toc 50change Limited( *r( Capoor holds 799 e2uit$ shares in the Ban as on *arch 7%# 899:( Top Mr? "ditya 0uri

*r( )dit$a 6uri holds a Bachelors degree in Commerce from 6un.a" Aniversit$ and is an associate mem"er of the !nstitute of Chartered )ccountants of !ndia( *r( )dit$a 6uri has "een the *anaging Director of the Ban since +eptem"er %&&'( He has a"out 7- $ears of "an ing e0perience in !ndia and a"road( 6rior to .oining the Ban # *r( 6uri was the Chief 50ecutive 4fficer of Citi"an # *ala$sia from %&&8 to %&&'( *r( 6uri holds 7# 7/#&-7 e2uit$ shares in the Ban as on *arch 7%# 899:( Top Mr? @eki M? Mistry

*r( Me i *istr$ holds a Bachelor of Commerce degree in )dvanced )ccountanc$ and )uditing and is also a Chartered )ccountant( He was activel$ involved in the setting up of several HDFC group companies including HDFC Ban ( *r( *istr$ has "een deputed on consultanc$ assignments for the Commonwealth Development Corporation (CDC) in Thailand# *auritius# Cari""ean !slands and ,amaica( He has also wor ed as a consultant for the *auritius Housing Compan$ and )sian Development Ban ( *r( *istr$ is Dice Chairman C *anaging Director of Housing Development Finance Corporation Limited and Chairman of <RAH Finance Limited( He is also a Director on the Board of HDFC Developers Limited# HDFC +tandard Life !nsurance Co( Ltd# HDFC <eneral !nsurance Compan$ Limited# !nfrastructure Leasing C Financial +ervices Limited# +un 6harmaceutical !ndustries Limited# The <reat 5astern +hipping Compan$ Limited# ?e0<en 6u"lishing Limited# !ndia Dalue Fund )dvisors 6rivate Limited# HDFC )sset *anagement Compan$ Limited# <reatship (!ndia) Limited# <riha !nvestments3*auritius and )ssociation of Leasing C Financial +ervices Companies( *r( *istr$ is the Chairman of the )udit Committee of HDFC <eneral !nsurance Compan$ Limited# +un 6harmaceutical !ndustries Limited and The <reat 5astern +hipping Compan$ Limited( He is mem"er of )udit Committee of HDFC +tandard Life !nsurance Compan$ Limited# <ruh Finance Limited# !nfrastructure Leasing C Financial +ervices Limited and HDFC )sset *anagement Compan$ Limited( He is also a mem"er of !nvestors <rievance Committee of Housing Development Finance Corporation Limited# Remuneration Committee and !nvestment Committee of <ruh Finance Limited and +hare Transfer Committee of !nfrastructure Leasing C Financial +ervices Limited( *r( *istr$ is lia"le to retire "$ rotation and "eing eligi"le# offers himself for re3appointment at the ensuing )nnual <eneral *eeting( *r( *istr$ holds -:#99% e2uit$ shares in the Ban as on *arch 7%# 899:( Top Mrs? Renu @arnad

*rs( Renu Marnad is a Law graduate and also holds a *asters Degree in 5conomics from Delhi Aniversit$( *rs( Marnad is a ,oint *anaging Director of Housing Development Finance Corporation Limited and Chairperson of HDFC Denture Capital Limited# HDFC 6ropert$ Dentures Limited and Home Loan +ervices !ndia 6rivate Limited( +he is a Director of HDFC )sset *anagement Compan$ Limited# <RAH Finance Limited# HDFC Realt$ Limited# Credit !nformation Bureau (!ndia) Limited# HDFC <eneral !nsurance Compan$ Limited# !C! !ndia Limited# !ndraprastha *edical Corporation Limited# HDFC +tandard Life !nsurance Compan$ Limited# +parsh B64 +ervices Limited# *other Dair$ Fruits C Degeta"les 6rivate Limited# Feed"ac Dentures 6rivate Limited# *otor !ndustries Co( Limited# 5g$ptian Housing Finance Compan$ and )scendas 6te( Limited# +ingapore( *rs( Marnad is a mem"er of the *anaging Committee of !ndian Cancer +ociet$ and Dice Chairperson of the

<overning Council of !ndraprastha Cancer +ociet$ C Research Centre( *rs( Marnad is Chairperson of the )udit Committee of !C! !ndia Limited# Credit !nformation Bureau (!ndia) Limited# *otor !ndustries Co( Limited and *other Diar$ Fruits C Degeta"les 6rivate Limited( +he is a mem"er of the )udit Committee of HDFC <eneral !nsurance Compan$ Limited( +he is the Chairperson of the Remuneration Committee of !C! !ndia Limited( +he is also the mem"er of !nvestment Committee# Compensation Committee# Compensation35+4+ Committee and Committee of Directors of <ruh Finance LimitedP Customer +ervice Committee and Ris *anagement Committee of HDFC )sset *anagement Compan$ LimitedP Remuneration Committee of Credit !nformation Bureau (!ndia) Limited and +parsh B64 +ervices LimitedP and +hareholders;!nvestors <rievance Committee# !nvestment Committee and 6ropert$ +u"3Committee of *otor !ndustries Compan$ Limited( *rs( Marnad is lia"le to retire "$ rotation and "eing eligi"le# offers herself for re3appointment at the ensuing )nnual <eneral *eeting( *rs( Marnad holds -:#&8' e2uit$ shares in the Ban as on *arch 7%# 899:( Top Mr? "rvind 0ande

*r( )rvind 6ande holds a Bachelor of +cience degree from )llaha"ad Aniversit$ and a B()( (Hons() and *()( (5conomics) degree from Cam"ridge Aniversit$# A(M( He started his career in !ndian )dministrative +ervices and has held various responsi"le positions in the <overnment of !ndia( He was a ,oint +ecretar$ to the 6rime *inister of !ndia for 5conomics# +cience and Technolog$ issues( *r( 6ande has served as a Director# Department of 5conomic )ffairs# *inistr$ of Finance# <overnment of !ndia and has dealt with 1orld Ban aided pro.ects( *r( 6ande has also served on the Board of +teel )uthorit$ of !ndia Limited as its Chairman and Chief 50ecutive 4fficer (C54)( *r( 6ande is a Director of Coal !ndia Limited# Bengal )erotropolis pro.ects Limited# Burnpur Cements Limited# Disa +teel Limited# 5ra !nfra 5ngineering Limited and +andhar Technologies Limited( He is mem"er of the )udit Committee of Coal !ndia Limited and Disa +teel Limited( *r( 6ande does not hold an$ e2uit$ shares in the Ban as on *arch 7%# 899:( Top Mr? "shi! Sa!anta

*r( )shim +amanta holds a Bachelor of Commerce degree from Aniversit$ of Bom"a$ and

has wide and e0tensive e0perience in "usiness for nearl$ 8& $ears( He has vast e0perience in the field of "ul drugs and pharmaceutical formulations( He is a Director of +amanta 4rganics 6rivate Limited# ?autilus Trading C Leasing 6rivate Limited# )shish Rang Ad$og 6rivate Limited# +amanta *ovies 6rivate Limited and +ha ti Cine +tudios 6rivate Limited( *r( +amanta has also "een engaged in setting up and running of film editing and du""ing studio( *r( +amanta holds >99 e2uit$ shares in the Ban as on *arch 7%# 899:( Top Mr?C M )asudev

*r( C( *( Dasudev holds a *asters Degree in 5conomics and 6h$sics( He .oined the !ndian )dministrative +ervices in %&>>( *r( Dasudev has wor ed as 50ecutive Director of 1orld Ban representing !ndia# Bangladesh# +ri Lan a and Bhutan( *r( Dasudev has e0tensive e0perience of wor ing at polic$ ma ing levels in the financial sector and was responsi"le for la$ing down policies and oversight of management( He chaired 1orld Ban Os committee on development effectiveness with responsi"ilit$ of ensuring effectiveness of 1orld Ban Os operations( *r( Dasudev has also wor ed as +ecretar$# *inistr$ of Finance and has underta en various assignments viB( +ecretar$# Department of 5conomic )ffairs# Department of 50penditure# Department of Ban ing and was )dditional +ecretar$ Budget with responsi"ilit$ for framing "udget of <overnment and monitoring its implementation( He has also wor ed as ,oint +ecretar$ of *inistr$ of Commerce with responsi"ilit$ for state trading# trade polic$ including interface with 1T4( *r( Dasudev is Director on the Board of Directors of !CR) *anagement Consultanc$ +ervices Limited# ?4!D) 6ower Compan$ Limited and ?oesis Consultanc$ +ervices 6rivate Limited( He is a mem"er of )udit Committee and the Chairman of Remuneration Committee of !CR) *anagement Consultanc$ +ervices Limited and mem"er of )udit Committee of ?4!D) 6ower Compan$ Limited( *r( Dasudev does not hold an$ e2uit$ shares in the Ban as on *arch 7%# 899:( Top Mr? Gauta! ivan

*r( <autam Divan holds a Bachelors degree in Commerce and is a Fellow *em"er of the !nstitute of Chartered )ccountants of !ndia( *r( Divan is a partner in Rahul <autam Divan C )ssociates# Chartered )ccountants( *r( Divan has wide e0perience in financial and ta0ation planning of individuals and limited companies and auditing accounts of large pu"lic limited companies and nationalised Ban s( *r( Divan en.o$s su"stantial e0perience in structuring overseas investments to and from !ndia( *r( Divan is on the Board of HDFC +tandard Life !nsurance Compan$ Limited# Baltic Consultanc$ C +ervices 6rivate Limited# Bell Ceramics Limited# Brad$ C *orris 5ngineering Compan$ Limited# Chandan"ho$ and ,assoo"ho$ Consultants 6rivate Limited# +erendi" !nvestments 6rivate Limited and )scent Hotels 6rivate Limited( He is Chairman of )udit Committee and Remuneration Committee of Bell Ceramics Limited( He is the Chairman of )udit Committee of HDFC Life !nsurance Compan$ Limited( He is a partner of *;s Rahul <autam Divan C )ssociates( *r( Divan does not hold an$ e2uit$ shares in the Ban as on *arch 7%# 899:( Top r? 0andit 0alande

Dr( 6andit 6alande has a 6h(D( degree in Business )dministration and has completed an )dvance Course in *anagement from 40ford Aniversit$ and the 1arwic Aniversit$ in AM( Dr( 6alande has wor ed as a Director of +chool of Commerce and *anagement for %$ears in @ashwantrao Chavan *aharashtra 4pen Aniversit$ (@C*4A)( )t present# Dr( 6alande is 6ro3Dice Chancellor of @C*4A( Dr( 6alande has e0tensive e0perience of wor ing in the fields of "usiness administration# management and agriculture( Ander the guidance of Dr( 6alande# @C*4A has "ecome one of the green universities in !ndia( )s a pro.ect Director of !ndian +pace Research 4rganisation (!+R4) <)637 of @C*4A# Dr( 6alande has "een serving the agriculture communit$ on a large scale through satellite( Dr( 6alande is neither a director on the Board of an$ other compan$ nor a mem"er and chairman of an$ committee(s) of the Board of Directors of an$ other compan$( Dr( 6alande does not hold an$ e2uit$ shares in the Ban on *arch 7%# 899: as well as on the date of his appointment( Top Mr? 0aresh Sukthankar

*r( 6aresh +u than ar has "een appointed as 50ecutive Director of the Ban for a period of three $ears with effect from %8th 4cto"er 899/( He has done *asters in *anagement +tudies from ,amnalal Ba.a. !nstitute of *anagement +tudies# *um"ai( *r( +u than ar has "een associated with the Ban since %&&' in various senior capacities and has direct or supervisor$ responsi"ilities for the Credit C *ar et Ris and Human Resources functions and for various strategic initiatives of the "an ( He has over 88 $ears of e0perience in the fields of finance and "an ing( 6rior to .oining the Ban # he wor ed with Citi"an for & $ears in various areas including corporate "an ing# ris management# financial control and credit administration( *r( +u than ar is neither a director on the Board of an$ other compan$ nor a mem"er and chairman of an$ committee of the Board of Directors( He holds %#-&#>-> e2uit$ shares in the Ban as on *arch 7%# 899:( Top Mr? :arish 1ngineer

*r( Harish 5ngineer has "een appointed as 50ecutive Director of the Ban for a period of three $ears with effect from %8th 4cto"er 899/( He holds a Diploma in Business *anagement from HaBarimal +omani College# *um"ai( *r( 5ngineer has "een associated with the Ban since %&&' in various capacities and is responsi"le for 1holesale Ban ing at present( He has over 7: $ears e0perience in the fields of finance and "an ing( 6rior to .oining the Ban # he wor ed with Ban of )merica for 8> $ears in various areas including operations and corporate credit management( *r( 5ngineer is neither a director on the Board of an$ other compan$ nor a mem"er and chairman of an$ committee of the Board of Directors( He is mem"er of the Board of Boston )nal$tics# Boston (A+))( He holds >'#999 e2uit$ shares in the Ban as on *arch 7%# 899:(

The Board has constituted committees of Directors to ta e informed decisions in the "est interest of the Ban ( These committees monitor the activities falling within their terms of reference( Darious committees of the Board were reconstituted during the $ear due to induction of additional Director namel$P *r( 6andit 6alande( The Board's Committees are as followsE The Board's Committees are as followsE )udit and Compliance Committee Compensation Committee !nvestors' <rievance (+H)R5) Committee Ris *onitoring Committee Credit )pproval Committee The 6remises Committee ?omination Committee Fraud *onitoring Committee Customer +ervice Committee )udit and Compliance Committee The )udit and Compliance Committee of the Ban is chaired "$ *r( )rvind 6ande( The other mem"ers of the Committee are *r( )shim +amanta# *r( C( *( Dasudev# *r( <autam Divan and Dr( 6andit 6alande( Dr( 6andit 6alande was inducted as mem"er of the Committee w(e(f( *a$ %/# 899/( )ll the mem"ers of the Committee are independent directors and *r( <autam Divan is a financial e0pert( The Committee met / (seven) times during the $ear( The terms of reference of the )udit Committee are in accordance with Clause '& of the Listing )greement entered into with the +toc 50changes in !ndia# and inter alia include the followingE 4verseeing the Ban 's financial reporting process and ensuring correct# ade2uate and credi"le disclosure of financial information( Recommending appointment and removal of e0ternal auditors and fi0ing of their fees( Reviewing with management the annual financial statements "efore su"mission to the Board with special emphasis on accounting policies and practices# compliance with accounting standards and other legal re2uirements concerning financial statements( Reviewing the ade2uac$ of the )udit and Compliance functions# including their policies# procedures# techni2ues and other regulator$ re2uirements# and )n$ other terms of reference as ma$ "e included from time to time in clause '& of the

listing agreement( The Board has also adopted a charter for the audit committee in connection with certain Anited +tates regulator$ standards as the Ban 's securities are also listed on ?ew @or +toc 50change( Top

Co!pensation Co!!ittee The Compensation Committee reviews the overall compensation structure and policies of the Ban with a view to attract# retain and motivate emplo$ees# consider grant of stoc options to emplo$ees# reviewing compensation levels of the Ban 's emplo$ees vis3R3vis other "an s and industr$ in general( The Ban 's compensation polic$ is to provide a fair and consistent "asis for motivating and rewarding emplo$ees appropriatel$ according to their .o" ; role siBe# performance# contri"ution# s ill and competence( *r( ,agdish Capoor# *r( )shim +amanta# *r( <autam Divan and Dr( 6andit 6alande are the mem"ers of the Committee( Dr( 6andit 6alande was inducted as mem"er of the Committee w(e(f( *a$ %/# 899/( The Committee is chaired "$ *r( ,agdish Capoor( )ll mem"ers of the Committee other than *r( Capoor are independent directors( The Committee met 7 (three) times during the $ear(

Top Investors' Grievance +S:"R1, Co!!ittee The Committee approves and monitors transfer# transmission# splitting and consolidation of shares and "onds and allotment of shares to the emplo$ees pursuant to 5mplo$ees +toc 4ption +cheme( The Committee also monitors redressal of complaints from shareholders relating to transfer of shares# non3receipt of )nnual Report# dividends etc( The Committee consists of *r( ,agdish Capoor# *r( )dit$a 6uri and *r( <autam Divan( The Committee is chaired "$ *r( Capoor( The Committee met %% times during the $ear( The powers to approve share transfers and dematerialisation re2uests have "een delegated to e0ecutives of the Ban to avoid dela$s that ma$ arise due to non3availa"ilit$ of the mem"ers of the Committee( )s on *arch 7%# 899:# '7 instruments of transfer representing 7:/% shares were pending and since then the same have "een processed( The details of the transfers are reported to the Board of Directors from time to time(

During the $ear# the Ban received %'8 complaints from shareholders# which have "een attended to( The Committee met %% (eleven) times during the $ear( Top Risk Monitoring Co!!ittee The committee has "een formed as per the guidelines of Reserve Ban of !ndia on the )sset Lia"ilit$ *anagement ; Ris *anagement +$stems( The Committee develops Ban 's credit and mar et ris policies and procedures# verif$ adherence to various ris parameters and prudential limits for treasur$ operations and reviews its ris monitoring s$stem( The committee also ensures that the Ban 's credit e0posure to an$ one group or industr$ does not e0ceed the internall$ set limits and that the ris is prudentiall$ diversified( The Committee consists of *rs( Renu Marnad# *r( )dit$a 6uri and *r( C( *( Dasudev and is chaired "$ *rs( Renu Marnad( The Committee met - (five) times during the $ear( Top Credit "pproval Co!!ittee The Credit )pproval Committee approves credit e0posures# which are "e$ond the powers delegated to e0ecutives of the Ban ( This facilitates 2uic response to the needs of the customers and speed$ dis"ursement of loans( The Committee consists of *r( ,agdish Capoor# *r( )dit$a 6uri# *r( Me i *istr$ and *r( <autam Divan( The Committee is chaired "$ *r( Capoor( The Committee met 8 (two) times during the $ear( Top

The 0re!ises Co!!ittee The 6remises Committee approves purchases and leasing of premises for the use of Ban 's "ranches# "ac offices# )T*s and residence of e0ecutives in accordance with the guidelines

laid down "$ the Board( The committee consists of *r( )dit$a 6uri# *r( )shim +amanta# *rs( Renu Marnad and Dr( 6andit 6alande( Dr( 6andit 6alande was inducted as mem"er of the Committee w(e(f( *a$ %/# 899/( The Committee is chaired "$ *rs( Renu Marnad( The Committee met ' (four) times during the $ear( Top

=o!ination Co!!ittee The Ban has constituted a ?omination Committee for recommending the appointment of independent ; non3e0ecutive directors on the Board of the Ban ( The ?omination Committee scrutinises the nominations for independent ; non3e0ecutive directors with reference to their 2ualifications and e0perience( For identif$ing Sfit and proper' persons# the Committee adopts the following criteria to assess competenc$ of the persons nominatedE )cademic 2ualifications# previous e0perience# trac record# and !ntegrit$ of the candidates(

For assessing the integrit$ and suita"ilit$# features li e criminal records# financial position# civil actions underta en to pursue personal de"ts# refusal of admission to and e0pulsion from professional "odies# sanctions applied "$ regulators or similar "odies and previous 2uestiona"le "usiness practice are considered( The mem"ers of the Committee are *r( )rvind 6ande# *r( )shim +amanta and Dr( 6andit 6alande( Dr( 6andit 6alande was inducted as mem"er of the Committee w(e(f( *a$ %/# 899/( The Committee is chaired "$ *r( )rvind 6ande( )ll the mem"ers of the Committee are independent directors( The Committee met 8 (two) times during the $ear( Top $raud Monitoring Co!!ittee 6ursuant to the directions of the Reserve Ban of !ndia# the Ban has constituted a Fraud *onitoring Committee# e0clusivel$ dedicated to the monitoring and following up of cases of fraud amounting to Rs(% crore and a"ove( The o".ective of this Committee is the effective detection of frauds and immediate reporting thereof to regulator$ and enforcement agencies and actions ta en against the perpetrators of frauds( The terms of reference of the Committee are as underE

!dentif$ the s$stemic lacunae# if an$# that facilitated perpetration of the fraud and put in place measures to plug the same( !dentif$ the reasons for dela$ in detection# if an$# reporting to top management of the Ban and RB!( *onitor progress of CB! ; police investigation and recover$ position( 5nsure that staff accounta"ilit$ is e0amined at all levels in all the cases of frauds and staff side action# if re2uired# is completed 2uic l$ without loss of time( Review the efficac$ of the remedial action ta en to prevent recurrence of frauds# such as strengthening of internal controls( 6ut in place other measures as ma$ "e considered relevant to strengthen preventive measures against frauds(

The mem"ers of the Committee are *r( ,agdish Capoor# *r( )dit$a 6uri# *r( Me i *istr$ and *r( )rvind 6ande( The Committee is chaired "$ *r( ,agdish Capoor( The Committee met ' (four) times during the $ear( Top Custo!er Service Co!!ittee The Committee monitors the 2ualit$ of services rendered to the customers and also ensures implementation of directives received from RB! in this regard( The terms of reference of the Committee are to formulate comprehensive deposit polic$ incorporating the issues arising out of death of a depositor for operations of his account# the product approval process# the annual surve$ of depositor satisfaction and the triennial audit of such services( The mem"ers of the Committee are *r( Me i *istr$# *r( )rvind 6ande and Dr( 6andit 6alande( Dr( 6andit 6alande was inducted as mem"er of the Committee w(e(f( *a$ %/# 899/( The Committee met ' (four) times during the $ear(

Certain rights that a shareholder in a compan$ en.o$s E To transfer the shares(

To receive the share certificates upon transfer within the stipulated period prescri"ed in the Listing )greement( To receive notice of general meetings# annual report# the "alance sheet and profit and loss account and the auditors' report( To appoint pro0$ to attend and vote at the general meetings( !n case the mem"er is a "od$ corporate# to appoint a representative to attend and vote at the general meetings of the compan$ on its "ehalf( To attend and spea in person# at general meetings( 6ro0$ cannot vote on show of hands "ut can vote on a poll( To vote at the general meeting on show of hands wherein ever$ shareholder has one vote( !n case of vote on poll# the num"er of votes of a shareholder is proportionate to the num"er of e2uit$ shares held "$ him( )s per Ban ing Regulation )ct# %&'&# the voting rights on a poll of a shareholder of a "an ing compan$ are capped at %9= of the total voting rights of all the shareholders of the "an ing compan$( To demand poll alongwith other shareholder(s) who collectivel$ hold -#999 shares or are not less than %;%9th of the total voting power in respect of an$ resolution( To re2uisition an e0traordinar$ general meeting of an$ compan$ "$ shareholders who collectivel$ hold not less then %;%9th of the total paid3up capital of the compan$( To move amendments to resolutions proposed at meetings ( To receive dividend and other corporate "enefits li e rights# "onus shares etc( as and when declared ; announced( To inspect various registers of the compan$ ( To inspect the minute "oo s of general meetings and to receive copies thereof after compl$ing with the procedure prescri"ed in the Companies )ct# %&->( To appoint or remove director(s) and auditor(s) and thus participate in the management through them( To proceed against the compan$ "$ wa$ of civil or criminal proceedings( To appl$ for the winding3up of the compan$( To receive the residual proceeds upon winding up of a compan$( The rights mentioned a"ove are prescri"ed in the Companies )ct# %&-> and Ban ing Regulation )ct# %&'&# whereever applica"le# and should "e followed onl$ after careful reading of the relevant sections( These rights are not necessaril$ a"solute(

The *emorandum and )rticles of )ssociation of the Ban provides the following rights to HDFC Limited# promoter of the Ban E The Board shall appoint non3retiring Directors from amongst the Directors nominated "$ HDFC Limited with the approval of shareholders# so long as HDFC Limited and its su"sidiaries# singl$ or .ointl$ hold not less than 89= of the paid3up share capital of the Ban ( HDFC Limited shall nominate either a part3time Chairman and the *anaging Director or a full time Chairman# with the approval of the Board and the shareholders so long as HDFC Limited and its su"sidiaries# singl$ or .ointl$ hold not less than 89= of the paid3up share capital of the Ban ( Ander the terms of Ban Os organisational documents# HDFC Limited has a right to nominate two directors who are not re2uired to retire "$ rotation# so long as HDFC Limited# its sus"sidiaries or an$ other compan$ promoted "$ HDFC Limited either singl$ or in the aggregate holds not less than 89= of paid up e2uit$ share capital of the Ban ( )t present# the two directors so nominated "$ HDFC Limited are the Chairman and the *anaging Director of the Ban ( For detailed provisions# indl$ refer to the *emorandum and )rticles of )ssociation of the Ban # which are availa"le on the we"3site of the Ban at www(hdfc"an (com(

HDFC Limited# Bennett# Coleman C Co( Ltd( and its group companies (the promoters of erstwhile Times Ban Limited) and Chase Funds had entered into a tripartite agreement dated ?ovem"er 8># %&&& for effecting amalgamation of Times Ban Limited with the Ban ( Ander this )greement# Bennett Coleman <roup has a right to nominate one Director on the Board of the Ban as long as its holding e0ceeds -= of the share capital of the Ban ( Currentl$# as on *arch 7%# 899:# the Bennett Coleman <roup holds '(-/= of the share capital of the Ban and *r( Dineet ,ain who represented the Bennett Coleman <roup on the Board has since resigned as a Director of the Ban (

Indian 6isting

The e2uit$ shares of the Ban are listed at the following +toc 50changes in india E S=? %( =a!e and address o% the stock e8change? Bom"a$ +toc 50change Limited 6hiroBe ,ee.ee"ho$ Towers# Dalal +treet# Fort# *um"ai '99 987 Stock Code -99%:9

8(

The ?ational +toc 50change of !ndia HDFC Ban Limited 50change 6laBa# -th Floor# Bandra Murla Comple0# Bandra# *um"ai '99 9-% ?ames of Depositories in !ndia for dematerialisation of e2uit$ shares (!+!? ?o( !?59'9)9%9%:)E ?ational +ecurities Depositor$ Limited (?+DL) Central Depositor$ +ervices (!ndia) Limited (CD+L) International 6isting The )merican Depositor$ +hares ()D+) of the Ban are listed onE The ?ew @or +toc 50change (Tic er L HDB) %%# 1all +treet# ?ew @or # ?(@( %%99The Depositor$ for )D+s is (CA+!6 ?o( '9'%-F%9%)E , 6 *organ Chase Ban # ?()( The Depositor$ is represented in !ndia (for )D+s) "$E !C!C! Ban Limited# Bandra3Murla Comple0# *um"ai '99 9-%(

Rrgistrars and trans%er agents Datamatics Financial +ervices Ltd AnitE HDFC Ban # 6lot ?o( )( %> C %/# 6art B Crosslane# *!DC# *arol# )ndheri (5ast)# *um"ai '99 9&7 TelE >>/%8%-%3-> (50tn ?os( 89/# 8>' and 889) Fa0E 8:8%7'9'# 5mailEhdinvestorsNdfssl(com Contact 6erson E *r( Ravi Bendre

Counter TimingE %9E99 a( m( to 'E99 p( m( (*onda$ to Frida$ e0cept pu"lic holida$s)

Share Trans%er 0rocess The "an 's shares which are in compulsor$ dematerialised (demat) list are transfera"le through the depositor$ s$stem( +hares in ph$sical form are processed "$ the Registrars and +hare Transfer )gents# Datamatics Financial +ervices Ltd and approved "$ the !nvestorsO <rievance (+hare) Committee of the Ban or authorised officials of the Ban ( The share transfers are processed within a period of %- da$s from the date of receipt of the transfer documents "$ Datamatics Financial +ervices Ltd( Investor :elpdesk +hare transfers# dividend pa$ments and all other investor related activities are attended to and processed at the office of Registrars and Transfer )gents( For lodgement of transfer deeds and an$ other documents or for an$ grievances ; complaints# shareholders ; investors ma$ contact at the following addressE Registrars and Trans%er "gents ata!atics $inancial Services 6i!ited# AnitE HDFC Ban # 6lot ?o( )( %> C %/# 6art B Crosslane# *!DC# *arol# )ndheri (5ast)# *um"ai '99 9&7 Telephone E >>/%8%-%3-> (50tn ?os( 89/# 8>' and 889) Fa0 E &%38838:8%7'9' 5mail E hdinvestorsNdfssl(com Contact persons E *r( Ravi Bendre Counter TimingE %9E99 a( m( to 'E99 p( m( (*onda$ to Frida$ e0cept pu"lic holida$s) Bank's Investor :elpdesk !nvestors Helpdes Timings %9E79 a( m( to 7(79 p( m( "etween *onda$ to Frida$ (e0cept on Ban holida$s) ( +enapatii Bapat *arg# Lower 6arel# *um"ai '99 9%7( TelephoneE 8'&: :':'# 8'&> %>%> 50tnE 7'>7 C 7'/> Fa0E 8'&> -87-

5mail E investor(helpdes Nhdfc"an (com Queries related to the Ban Os operational and financial performance ma$ "e addressed toE investor(helpdes Nhdfc"an (com Co!pliance 5%%icer For redressing grievances of +hareholders Mr? SanEay ongre 3 Dice 6resident (Legal) C Compan$ +ecretar$ TelephoneE 8'&: :':' 50tn E 7'/7

@our Ban has had a trac record of moderate "ut stead$ increases in dividend declarations for the last %9 $ears and dividend pa$out ratio in the last few $ears has "een in the range of 8938- =( @our Ban 's dividend polic$ is "ased on the need to "alance the twin o".ectives of appropriatel$ rewarding shareholders with cash dividends and of retaining capital to maintain a health$ capital ade2uac$ ratio to support future growth( !n line with this polic$ and recognisation of health$ performance during 899/39:# $our directors pleased to recommend a dividend of :-= for the $ear ended on *arch 7%#899: as against /9= for the $ear ended *arch 7%# 899/( This dividend shall "e su".ect to distri"ution ta0 to "e paid "$ the Ban "ut will "e ta03free in the hands of the mem"ers( etails o% dividend declared .y the Bank7 899/3899: 899>3899/ 899- 3 899> 899' 3 8998997 3 899' 8998 3 8997 899% 3 8998 8999 3 899% %&&& 3 8999 %&&: 3 %&&& %&&/ 3 %&&: :-= /9= --= '-= 7-= 79= 8-= 89= %>= %7= %9=

%&&> 3 %&&/

:=

Board Meetings During the $ear under review# ten Board *eetings were held on )pril 8'# 899/# *a$ %/# 899/# ,une %># 899/# ,ul$ %9# 899/# 4cto"er %8# 899/# ,anuar$ 8%# 899:# Fe"ruar$ 87# 899:# Fe"ruar$ 8-# 899:# Fe"ruar$ 8:# 899: and *arch 8/# 899:( Details of attendance at the Ban Os Board *eetings held during the $ear under review# directorship# mem"ership and chairmanship in other companies for each director of the Ban are as followsE =a!e o% irector "ttendance at irectorship o% the Bank's other Indian Board Meetings 0u.lic 6i!ited Co!panies %9 %9 %9 % & & %9 & / %9 > ?il %% & %7 ?il 8 7 ?il ?il ?il Me!.ership o% 5ther Co!panies' Co!!ittees 7 ?il & ?il % ?il 8 ' ?il ?il ?il Chair!anship o% 5ther Co!panies' Co!!ittees % ?il 7 ?il 7 ?il ?il ?il 8 ?il ?il ?il

*r( ,agdish Capoor *r( )dit$a 6uri *r( Me i *istr$ *r( Dineet ,ain *rs( Renu Marnad *r( )rvind 6ande *r( )shim +amanta *r( C( *( Dasudev *r( <autam Divan Dr( 6andit 6alandeT *r( Harish 5ngineerTT

*r( 6aresh +u than arTTT >

T )ppointed as )dditional Director(s) w(e(f( )pril 8'# 899/( TT )ppointed as )dditional Directors and 50ecutive Director w(e(f( 4cto"er %8# 899/( TTT )ppointed as )dditional Directors and 50ecutive Director w(e(f( 4cto"er %8# 899/(

=ote7 )s per Clause3'&# the mem"erships ; chairmanships of directors in )udit Committee and +hareholders' ; !nvestors' Committee have "een considered(

This section encloses Quarterl$ updates on "oard meetings and attendance# committee meetings and attendances as well as an$ changes in the profiles of our directors( Juarterly In%or!ation %or the $inancial *ear &''--'( Quarter ended Decem"er 899: Quarter ended +eptem"er 899: Quarter ended ,une 899: Juarterly In%or!ation %or the $inancial *ear &''2-'Quarter ended *arch 899: Quarter ended Decem"er 899/ Quarter ended 79th +eptem"er 899/ Quarter ended ,une 899/ Juarterly In%or!ation %or the $inancial *ear &''K-'2 Quarter ended *arch 899/ Quarter ended Decem"er 899> Quarter ended +eptem"er 899> Quarter ended ,une 899> Juarterly In%or!ation %or the $inancial *ear &''/-'K Quarter ended *arch 899> Quarter ended Decem"er 899Quarter ended +eptem"er 899Quarter ended ,une 899Juarterly In%or!ation %or the $inancial *ear &''L-'/ Quarter ended *arch 899Quarter ended Decem"er 899' Quarter ended +eptem"er 899' Quarter ended ,une 899'

Juarterly In%or!ation %or the $inancial *ear &''D-'L Quarter ended *arch 899' Quarter ended Decem"er 8997 Quarter ended +eptem"er 8997 Quarter ended ,une 8997 Fair 6ractice Code for Lending The Ban has adopted the following fair practices code in relation to its lending activitiesE "pplications %or loans and their processing The "an would have loan application forms for retail advances and credit cards( These would include information a"out the fees;charges# if an$# pa$a"le for processing# the amount of such fees refunda"le in the case of non acceptance of application# pre3pa$ment options and an$ other matter which affects the interest of the "orrower# so that a meaningful comparison with that of other "an s can "e made and an informed decision can "e ta en "$ the "orrower( )s part of the wholesale "an ing "usiness# the "an has various segments to which credit facilities are provided for their "usiness re2uirements( These include a wide range of customers and range from small C medium enterprises to large corporate "orrowers( The "an has a process for identification of target customers to whom facilities can "e provided "ased on customer selection and ris assessment for that segment( Thus# the focus is on contacting prospective customers and encouraging them to avail of "an ing services from HDFC Ban "ased on the incremental value we can add to a customer's "usiness# rather than customers ma ing applications to the Ban for facilities ; services( Thus# for the wholesale "an ing segment# we do not have an$ standardiBed application forms to "e su"mitted "$ prospective customers( The "an would give an ac nowledgement for receipt of all retail loan applications( Time3 frame within which loan applications will "e processed would "e indicated in the ac nowledgement of such applications( The "an would verif$ the loan applications within a reasona"le period of time( !f additional details ; documents are re2uired# it would intimate the "orrowers immediatel$( !n the case of all "orrowers see ing loans# the "an would conve$ in writing# the main reason;reasons which# in the opinion of the "an after due consideration# have led to re.ection of the loan applications( !n case the proposal does not meet the internal ris parameters of the "an # the "orrower would "e intimated accordingl$( 6oan appraisal and ter!s;conditions The "an would ensure that there is proper assessment of credit application made "$ "orrowers( The assessment would "e in line with the "an 's credit policies C procedures and relevant regulator$ guidelines( The "an would conve$ to the "orrower the credit limit along with the terms and conditions

thereof and o"tain the "orrower's acceptance of these terms and conditions# given with his full nowledge on record( !n respect of approved credit proposals# terms and conditions and other caveats governing credit facilities given "$ the "an would "e reduced in writing and dul$ certified "$ a "an official( ) cop$ of the loan agreement along with a cop$ each of all enclosures 2uoted in the loan agreement ma$ "e furnished to the "orrower if as ed for( The sanction letter or the loan agreement would stipulate if the credit facilities are solel$ at the discretion of the "an ( The "an ma$ disallow facilities that involve drawings "e$ond the sanctioned limits# honouring che2ues issued for the purpose other than specificall$ agreed to in the credit sanction# and drawing on a "orrowal account on its classification as a non3performing asset or on account of non3compliance with the terms of sanction( Further the "an does not have an o"ligation to meet additional re2uirements of the "orrowers on account of growth in "usiness etc( without proper review of credit limits( )n$ increase;additional limits;changes in facilities re2uested "$ the customer would "e considered "$ the Ban "ased on its internal policies and assessment and the Ban is not under an$ o"ligation to accede to the specific re2uest of the "orrower( !n the case of lending under consortium arrangement# the "an would endeavour to evolve procedures to complete appraisal of proposals in a time "ound manner to the e0tent feasi"le# and communicate its decisions on financing or otherwise within a reasona"le time# in co3ordination with other mem"ers of the consortium( is.urse!ent o% loans including changes in ter!s and conditions

The "an would ensure timel$ dis"ursement of loans sanctioned in conformit$ with the terms and conditions governing such sanction( !t would give notice of an$ change in the terms and conditions including interest rates# service charges etc( Revisions to the Ban 's 6LR are notified through the Ban 's we"site( The$ are also covered in leading financial newspapers( )n$ revisions in this are applica"le to all 6LR lin ed facilities from the date of 6LR revision( For facilities lin ed to other "enchmar rates# these are revised as per prior agreement with the customer# the process for which is covered in the sanction letter dul$ accepted "$ the customer on the loan agreement( For all other facilities# an$ change in interest rates is with prior intimation to the customer( )ll revisions in other fees and charges are also informed to the customer in advance( 0ost dis.urse!ent supervision The "an would carr$ out post3dis"ursement supervision in accordance with normal "an ing practice# the terms of sanction# and the guidelines issued "$ the Reserve Ban of !ndia from time to time( Before ta ing a decision to recall ; accelerate pa$ment or performance under the agreement or see ing additional securities# the "an would give notice to "orrowers# as specified in the loan agreement or a reasona"le period# if no such condition e0its in the loan agreement( The "an would release all securities on receiving pa$ment of loan or realisation of loan

su".ect to an$ legitimate right or lien for an$ other claim that it ma$ have against "orrowers( !f such right of set off is to "e e0ercised# "orrowers shall "e given notice a"out the same with full particulars a"out the remaining claims and the provisions under which the "an is entitled to retain the securities till the relevant claim is settled;paid( General

The "an would refrain from interference in the da$3to3da$ affairs of the "orrowers e0cept for what is provided in the terms and conditions of the loan sanction documents (unless new information# not earlier disclosed "$ the "orrower# has come to the notice of the "an )( This however does not impl$ that the "an 's right of recover$ and enforcement of securit$ under law as well as appointment of nominee directors# where re2uired# is affected "$ this commitment( The "an would not discriminate on grounds of se0# caste and religion in the matter of lending( However# this does not preclude the "an from participating in credit3lin ed schemes framed for wea er sections of societ$( !n the matter of recover$ of loans# the "an would not resort to undue harassment or use of force( !n case of receipt of re2uest for transfer of "orrowal account# either from the "orrower or from a "an ;financial institution# which proposes to ta e3 over the account# the consent or otherwise i(e(# o".ection of the "an # if an$# would "e conve$ed within 8% da$s from the date of receipt of re2uest( Grievance Redressal Mechanis!

!n case of an$ complaint;grievance# the applicant;"orrowers ma$ contact the followingE )ddressE <rievance Redressal Cell HDFC Ban Ltd( 4ld Bldg(#JCJ 1ing# 7rdFloor# 8>3) ?ara$an 6roperties# Chandivali Farm Road# 4ff +a i Dihar Road# Chandivali# )ndheri 5ast# *um"ai 3 '99 9/8( 5mailE customerUserviceNhdfc"an (com The Ban will ac nowledge receipt of such complaint within 7 da$s# and will ensure that a response is provided within a period of %- da$s( Disputes arising out of decisions of the "an 's functionaries would "e disposed of at the ne0t higher level within the Department concerned or at a central level in the "an (

!n order to enhance value and relevance to the "orrowers this code would "e under review from time to time( The Ban would# therefore# greatl$ value an$ suggestions for improvement( !ntroduction This Code of 5thics ; Conduct intends to ensure adherence to highest "usiness and ethical standards while conducting the "usiness of the Ban and compliance with the legal and regulator$ re2uirements# including compliance of +ection '9> of the +ar"anes340le$ )ct of 8998 and the rules and regulations framed thereunder "$ the +ecurities and 50change Commission of A+) and other statutor$ and regulator$ authorities in !ndia and A+)( The Ban values the ethical "usiness standards ver$ highl$ and intends adherence thereto in ever$ segment of its "usiness( )pplica"ilit$ This Code of 5thics;Conduct is applica"le to the following persons( The Board *em"ers 4fficials of the Ban one level "elow the Board 5thical Conduct The Board mem"ers ; 4fficials shall engage in and promote honest and ethical conduct of "usiness# including the ethical handling of actual and ; or apparent conflicts of interest "etween personal and professional relationships( Conflict of !nterest The Board mem"ers ; 4fficials shall avoid conflict of interest and disclose to the Board an$ material transaction or relationship that reasona"l$ could "e e0pected to give rise to such a conflict( Confidentialit$ of !nformation The Board mem"ers ; 4fficials shall ensure and ta e all reasona"le measures to protect the confidentialit$ of non3pu"lic information a"out the Ban # its "usiness# customers and other materiall$ significant information o"tained or created in connection with an$ activities with the Ban and to prevent the unauthorised disclosure of such information unless re2uired "$ applica"le laws or regulations or legal or regulator$ process( Disclosure of !nformation The Board mem"ers ; 4fficials shall endeavor to produce full# fair# accurate# timel$ and understanda"le disclosures in reports and documents that the Ban files with or su"mits to the +ecurities and 50change Commission and other regulators and in other pu"lic communications made "$ the Ban ( Compliance with <overnmental Laws# Rules and Regulations The Board mem"ers ; 4fficials shall compl$ with all the applica"le governmental laws and the applica"le rules and regulations( Dariation of the Code and 1aivers

The Code shall "e reviewed from time to time for updation thereof( )n$ variation in the Code or an$ waivers from the provisions of the Code shall "e approved "$ the Board and shall "e disclosed on the Ban 's we"site( Contract or Term of 5mplo$ment ?othing in this Code or other related communications "$ itself creates or implies an emplo$ment contract or terms of emplo$ment( Diolation of the Code The Board shall have the powers to ta e necessar$ action in case of an$ violation of the code( Me$ comparatives "etween A+ and !ndian Corporate <overnance regulations Corporate governance rules for !ndian listed companies are set forth in the Clause '& of the Listing )greement entered into "$ the companies with the !ndian +toc 50changes as amended from time to time "$ the +ecurities and 50change Board of !ndia (+5B!)( Companies listed on the ?ew @or +toc 50change (?@+5) must compl$ with certain standards of corporate governance as mentioned in +ection 797) of the ?@+5's Listed Compan$ *anual( Listed companies that are foreign private issuers (as the term is defined in Rule 7"3' under the 50change )ct) are permitted to follow home countr$ practices in lieu of the provisions of this +ection 797)# e0cept that such companies are re2uired to compl$ with the re2uirements of +ections 797)(9># 797)(%% and 797)(%8(") and (c)( )s per these re2uirements# a compan$ (i(e( foreign private issuer) mustE %( 5sta"lish an independent audit committee that has specified responsi"ilities 8( 6rovide prompt certification "$ its Chief 50ecutive 4fficer of an$ material non3 compliance with an$ corporate governance rules 7( 6rovide periodic written affirmations to the ?@+5 with respect to its corporate governance practices and '( 6rovide a "rief description of significant differences "etween its corporate governance practices and those followed "$ A(+( companies )t few instances# the !ndian Corporate <overnance under Clause '& differs from those stated under ?@+5's Listed Compan$ *anual( Following is a summar$ of the comparison "etween "oth the regulationsE =*S1 Corporate Governance Standards applica.le to =*S1 6isted Co!panies Board o% irectors +Board, Companies need to have a ma.orit$ of independent directors( H?@+5 Corporate <overnance +tandard 797)(9%I The Board of a compan$ needs to have an optimum com"ination of e0ecutive and non3 e0ecutive directors with not less than -9= of the directors "eing non3e0ecutive directors( Corporate Governance Rules as per 6isting "gree!ent #ith the Indian Stock 18change+s,

!f the chairman of the "oard of directors is a non3e0ecutive director of the compan$# at least one3third of the directors should "e independent( !f the chairman is an e0ecutive director# at least half of the "oard of directors of the compan$ should "e comprised of independent directors( The interpretation of the term Sindependent directorO is different from the wa$ it is interpreted under ?@+5 Corporate <overnance +tandards(

Certain heightened standards appl$ to SindependentO directors( H?@+5 Corporate <overnance +tandard 797)(98I 18ecutive Sessions ?on3management directors need to meet at regularl$ scheduled e0ecutive sessions without management H?@+5 Corporate <overnance +tandard 797)(97I =o!inating;Corporate Governance Co!!ittee !n addition to an audit committee# a listed compan$ needs to have a nominating;corporate governance committee composed entirel$ of independent directors( H?@+5 Corporate <overnance +tandard 797)(9'I The nominating ; corporate governance committee needs to have a written charter that addresses certain specific committee purposes and responsi"ilities and provides for an annual performance evaluation of the committee( H?@+5 Corporate <overnance +tandard 797)(9'I Co!pensation Co!!ittee Companies need to have a compensation committee composed entirel$ of independent directors( H?@+5 Corporate <overnance +tandard 797)(9-I

There is no re2uirement for such sessions(

Constitution of a ?omination Committee is not mandator$ and need not "e comprised of independent directors(

6ursuant to the Listing )greement# constitution of a nomination committee is non3mandator$ and does not re2uire a charter for such a committee( The performance evaluation of non3e0ecutive directors could "e done "$ a peer group comprised of the entire Board of Directors# e0cluding the director "eing evaluated( !t is a not mandator$ under Clause '& that the "oard constitutes a compensation ; remuneration committee to determine on "ehalf of the "oard and on "ehalf of the shareholders with agreed terms of reference the compan$Os polic$ on specific remuneration pac ages for e0ecutive directors# including pension rights and an$ compensation pa$ment( To avoid an$ conflict of interest# an$ compensation

committee should consist of at least three non3e0ecutive directors( The chairman of compensation committee should "e an independent director( The compensation committee needs to have a written charter that addresses certain specific purposes and responsi"ilities of the committee and provides for an annual performance evaluation of the committee( H?@+5 Corporate <overnance +tandard 797)(9-I !ndian listing re2uirements do not re2uire that a compensation committee have a charter( However# the non3mandator$ re2uirements contained in Clause '& provide that the "oard ma$ set the terms of reference of the compensation committee( The annual corporate governance report of a compan$ generall$ provides details a"out remuneration# including "rief details of the terms of reference of an$ compensation committee( The !ndian Listing )greement re2uires listed companies to have a 2ualified and independent audit committee and stipulates the powers and role of the audit committee( )ll of the mem"ers of the audit committee must "e non3e0ecutive directors and at least 8;7rd of the mem"ers must "e independent( )ll mem"ers must "e financiall$ literate and at least one mem"er shall have accounting or related financial management e0pertise( The Chairman of the committee must "e an independent director(

"udit Co!!ittee Companies need to have an audit committee that satisfies the independence re2uirements of Rule %9)37 under the 50change )ct and the re2uirements of ?@+5 Corporate <overnance +tandard 797)(98( H?@+5 Corporate <overnance +tandards 797)(9> and 797)(9/I

There is no re2uirement in Clause '& of the Listing )greement that the audit committee The audit committee needs to have a written must have a written charter( However# charter that addresses certain specific Clause '&D sets forth the roles of the audit purposes and responsi"ilities of the committee which are re2uired to "e committee# provides for an annual performed "$ the audit committee of a listed performance evaluation of the committee compan$( and sets forth certain minimum duties and responsi"ilities( H?@+5 Corporate <overnance +tandard 797)(9/I Internal "udit $unction 5ach listed compan$ needs to have an internal audit function to provide the management and audit committee with ongoing assessments of the compan$Os ris management processes and a s$stem of internal control( ) compan$ ma$ choose to Though Clause '& does not provide for a mandator$ internal audit# one of the roles of the audit committee is Sreviewing the ade2uac$ of internal audit function# if an$# including the structure of the internal audit department# staffing and seniorit$ of the

outsource this function to a third part$ service provider other than its independent auditor( H?@+5 Corporate <overnance +tandard 797)(9/I Corporate Governance Guidelines;Code o% 1thics Companies need to adopt and disclose corporate governance guidelines( H?@+5 Corporate <overnance +tandard 797)(9&I

official heading the department# reporting structure coverage and fre2uenc$ of internal auditO( Therefore# it is advisa"le that the listed compan$ should have a department that conducts an internal audit(

Listed companies are re2uired to compl$ with the provisions relating to the corporate governance as prescri"ed under Clause '& of the Listing )greement with !ndian stoc e0change(s)( However# listed companies are not re2uired to disclose the said provisions( )s per clause '& of the Listing )greement# a compan$ needs to adopt a code of conduct ; ethics applica"le to the entire Board of Directors and all senior management one level "elow the Board( ) compan$Os annual report should state that "$ the Board mem"ers and senior management are in compliance with code of conduct ; ethics( !n addition to the 2uarterl$ C54;CF4 certification on the true and fair view of financial statement and compliance with the prescri"ed accounting standards# applica"le laws and regulations# !ndian listed companies are also re2uired to su"mit a 2uarterl$ compliance report to the !ndian stoc e0change(s) where their shares are listed(

Companies need to adopt and disclose a code of "usiness conduct and ethics for directors# officers and emplo$ees and promptl$ disclose an$ waivers of the code for directors or e0ecutive officers( H?@+5 Corporate <overnance +tandard 797)(%9I Certi%ications as to Co!pliance The C54 of each listed compan$ has to certif$ on an annual "asis that he or she is not aware of an$ violation "$ the compan$ of the ?@+5 corporate governance listing standards( This certification# as well as the C54;CF4 certification re2uired under +ection 798 of the +ar"anes340le$ )ct of 8998# should "e disclosed in the compan$Os annual report to shareholders( H?@+5 Corporate <overnance +tandard 797)(%8I Further# the C54 of each listed compan$ needs to promptl$ notif$ the ?@+5 in writing after an$ e0ecutive officer of the listed compan$ "ecomes aware of an$ material non3compliance with an$ applica"le provisions of this +ection 797)(

There shall "e a separate section of corporate governance in the annual report of the compan$# giving details of the adoption and compliance with the mandator$ clauses and non3mandator$ clauses (to the e0tent applica"le) of the Listing )greement( ) compan$ has to o"tain a certificate issued "$ its auditors or practising Compan$ +ecretar$ regarding compliance with corporate governance rules and anne0 the same to the directorsO report to "e sent annuall$ to the shareholders of the compan$

and concerned stoc e0changes(

@ou have selected a lin to 5D<)R data"ase maintained "$ the A(+( +ecurities and 50change Commission (+5C)( This lin is provided for informational purposes onl$( This communication is not an offer to sell or the solicitation of an offer to "u$ securities nor an$ investment recommendation or investment advice "$ HDFC Ban Limited or its su"sidiaries or associate entities( HDFC Ban Limited or its su"sidiaries or associate entities do not guarantee that the information accessi"le here is accurate# complete or timel$( ?or do we ma e an$ warranties to $ou regarding the information or an$ results from using the information( Clic here to go to the +5C's we"site HDFC Ban Limited (?@+5 E HDB) filed its Form 893F for the $ear ended *arch 7%# 899: on +eptem"er 8&# 899:( Filings made "$ HDFC Ban Limited with +5C are availa"le from the +5C's 5D<)R data"ase via the direct lin to its we"site located under J)"out As;+5C FilingsJ on HDFC Ban 's we"site# or via www(sec(gov( +hareholders;*em"ers of the Ban ma$ also write to *r( +an.a$ Dongre# 50ecutive Dice 6resident (Legal) C Compan$ +ecretar$# HDFC Ban Limited# 8nd Floor# 6rocess House# Mamla *ills Compound# Lower 6arel (1est)# *um"ai '99 9%7( san.a$(dongreNhdfc"an (com# re2uesting a hard cop$ of the completed audited financial statements free of charge( ! understand and accept that HDFC Ban maintains the we"3site httpE;;www(hdfc"an (com (going ahead referred to as Jthe +iteJ or Jthe "an we"siteJ) to provide visitors with information a"out HDFC Ban # its services and products and to facilitate communication with HDFC Ban and availing its services( ! also accept that visitors to the +ite are re2uired to read the "elow terms# and use of the +ite constitutes m$ acceptance and agreement to "e "ound "$ such terms# and the changes therein to the 1e"site Asage Terms from time to time# relating to m$ usage of the we"site as communicated and made availa"le on the Ban 's we"site( ! am aware and accept that all information# content# materials# products (including# "ut not limited to te0t# content# photographs#

graphics# video and audio content) on the we"site is protected "$ cop$right in the favour of HDFC Ban under applica"le cop$right laws and is also protected otherwise under general intellectual propert$ law( ! understand and accept that all information su"mitted "$ me through the HDFC Ban we"site shall "e deemed the propert$ of HDFC Ban # and the Ban shall "e free to use an$ ideas# concepts# now3 how or techni2ues provided "$ me at the +ite# in an$ manner whatsoever( 4n initiating a contact through the Ban we"site ! agree to "eing contacted "$ the "an or an$ other entities with whom the "an has entered into an arrangement( ! agree that ! shall not cop$# reproduce# sell# redistri"ute# pu"lish# enter into a data"ase# displa$# perform# modif$# transmit# license# create derivatives from#

transfer or in an$ wa$ e0ploit an$ part of an$ information# content# materials# services availa"le from or through the "an we"site# e0cept that which ! ma$ download for m$ own personal# non3commercial use( ! agree that ! will not use the "an we"site for an$ purpose that is unlawful# or prohi"ited "$ these 1e"site Asage Terms( ! also agree ! will not use the "an we"site in an$ manner that could damage# disa"le or impair the we"site or interfere with an$ other part$'s use or en.o$ment of the we"site( ! ac nowledge that the software and hardware underl$ing the "an 1e"site as well as other !nternet related software which are re2uired for accessing the we"site are the legal propert$ of the respective Dendors;Ban ( The permission given "$ the Ban to access the "an we"site will not

conve$ an$ proprietar$ or ownership rights in the a"ove software ; hardware( ! agree that ! shall not attempt to modif$# translate# disassem"le# decompile or reverse engineer the software ; hardware underl$ing the "an we"site or create an$ derivative product "ased on the software ; hardware( ! understand and accept that not all the products and services offered on this we"site are availa"le in all geographic areas and ! ma$ not "e eligi"le for all the products or services offered "$ HDFC Ban on the +ite( HDFC Ban reserves the right to determine the availa"ilit$ and eligi"ilit$ for an$ product or service( ! am aware that HDFC Ban proposes to use Jcoo iesJ (Coo ies are small data files that a we"site stores on m$ computer() for storing visitor preferences#

profiling visitors and trac ing visitor "ehavior on the "an we"site( B$ visiting the we"site ! ac nowledge# accept and e0pressl$ authoriBe the Ban for the placement of coo ies on m$ computer( ! understand and accept that HDFC Ban is not responsi"le for the availa"ilit$ of content or other services on third part$ sites lin ed from the "an we"site( ! am aware that m$ access of h$perlin s to other internet sites are at m$ own ris and the content# accurac$# opinions e0pressed# and other lin s provided "$ these sites are not verified# monitored or endorsed "$ HDFC Ban in an$ wa$( HDFC Ban does not ma e an$ warranties# and e0pressl$ disclaims all warranties e0press or implied# including without limitation# those of merchanta"ilit$

and fitness for a particular purpose# title or non3 infringement with respect to an$ information or services or products that are availa"le or advertised or sold through these third part$ we"sites( The Ban shall not "e lia"le if an$ transaction does not fructif$ or ma$ not "e completed or for an$ failure on part of the Ban to perform an$ of its o"ligations under these terms and conditions or those applica"le specificall$ to its services;facilities if performance is prevented# hindered or dela$ed "$ a Force *a.eure event (defined "elow) and in such case its o"ligations shall "e suspended for so long as the Force *a.eure event continues( FForce *a.eure 5ventG means an$ event due to an$ cause "e$ond the reasona"le control of the Ban # including without limitations# unavaila"ilit$ of an$

communication s$stems# "reach# or virus in the processes or pa$ment or deliver$ mechanism# sa"otage# fire# flood# e0plosion# acts of god# civil commotion# stri es or industrial action of an$ ind# riots# insurrection# war# acts of government# computer hac ing# unauthorised access to computer data and storage devices# computer crashes# malfunctioning in the computer terminal or the s$stems getting affected "$ an$ malicious# destructive or corrupting code or program# mechanical or technical errors;failures or power shut down# faults or failures in telecommunication etc( ! understand and accept HDFC Ban has the a"solute discretion to amend or supplement an$ of the 1e"site Asage Terms at an$ time and will give prior notice of 79 da$s for such changes(

Changed Terms and Conditions shall "e communicated to me on the Ban Os we"site and "$ other accepta"le modes of communication( B$ using the services# ! shall "e deemed to have accepted the changed 1e"site Asage Terms( ! accept that the Courts in *um"ai alone shall have e0clusive .urisdiction as regards an$ claims or matters arising out of dealings with HDFC Ban # and all disputes will "e governed "$ the laws of !ndia( ! understand and agree that these 1e"site Asage Terms are in addition to# and not in derogation of# the applica"le Terms and Conditions relating to m$ usage of an$ other HDFC Ban services that ! ma$ "e currentl$ availing or ma$ in the future avail# including without limitation the ?etBan ing service(

Who is covered .y this 0olicy )ll visitors (JvisitorsJ) who visit the site httpE;;www(hdfc"an (com and provide information to HDFC Ban online are covered under this 6olic$ In%or!ation covered .y this 0olicy This 6olic$ see s to cover private information of the Disitors provided to HDFC Ban online as also an$ information collected "$ the "an server from the visitors "rowser( (Jthe !nformationJ) The $eatures o% the 0olicy 7 )ll !nformation collected shall onl$ "e used to provide the Disitor with the "est possi"le services( The !nformation shall not "e shared with an$ e0ternal organisation unless the same is necessar$ to ena"le HDFC Ban to provide $ou services or to ena"le the compilation of a transaction# credit reporting# or the same is necessar$ or re2uired pursuant to applica"le "an ing norms or pursuant to the terms and conditions applica"le to such !nformation as agreed to with HDFC Ban ( ?eedless to add# confidentialit$ norms as applica"le to "an s shall "e adhered to( HDFC Ban ma$ also share !nformation to provide $ou with superior services and a range of offers( !f $ou desire HDFC Ban to limit such sharing where"$ $ou would not li e to "e informed of offers availa"le $ou ma$ contact us at supportNhdfc"an (com( HDFC Ban will use the !nformation to improve the visitor e0perience on the site and ma e su"se2uent offers to the visitor on products which ma$ "e of interest to him ; her( The HDFC Ban we"site uses coo ies( Coo ies are small data files that a we"site stores on $our computer( 1e use persistent coo ies which are permanentl$ placed on $our computer to store non3personal (Browser# !+6# 4+# Clic stream information etc) and profiling information (age# gender# income etc)( 1hile coo ies have uni2ue identification nos# personal information (name# a;c no# contact nos etc) +H)LL ?4T "e stored on the coo ies( 1e will use the information stored in the coo ies to improve visitor e0perience through throwing up relevant content where possi"le( 1e will also use the coo ies to store visitor preferences to ease visitor navigation on the site( 1e ma$ in the future implement encr$ption of the coo ies( HDFC Ban also ma$ disclose information a"out $ou as permitted or re2uired "$ law( )t HDFC Ban # we value $our relationship and will at all times strive to ensure $our privac$(

Hindi Dersion Terms and Conditions This document la$s out the Terms and Conditions which shall "e applica"le to all the accounts which are e0isting or ma$ "e opened an$time in future with HDFC Ban ( The words# !# me# m$ and Customer refer to the person(s) who open the account and shall include "oth singular and plural( Reference to masculine shall include the feminine and neuter gender( The Ban refers to HDFC Ban Ltd(# a "an ing compan$ incorporated in !ndia under the Companies )ct %&-> and having its registered office at HDFC Ban House# +enapati Bapat *arg# Lower 6arel# *um"ai3'999%7( %( <5?5R)L 3 )66L!C)BL5 T4 )LL +5RD!C5+ 7( CARR5?T )CC4A?T+ -( +A65R+)D5R )CC4A?T+ ; F)C!L!T@ /( )T* A+)BL5 C)RD+ &( B!LL 6)@ F)C!L!T@ %%( !?+T))L5RT %7( D!+) *4?5@ TR)?+F5R %-( 5*)!L +T)T5*5?T+ %/( !?D5+T*5?T +5RD!C5+ )CC4A?T %&( D44R+T56 B)?M!?< +5RD!C5+ 8( +)D!?<+ )CC4A?T+ '( F!V5D D564+!T+ >( +1556 !? !?+TRACT!4?+ :( 6H4?5B)?M!?< %9( !?+T)QA5R@ %8( ?5T B)?M!?< %'( !?T5R?)T!4?)L D5B!T C)RD %>( 6)++B44M %:( )D5R)<5 QA)RT5RL@ B)L)?C5

%( <5?5R)L 3 )66L!C)BL5 T4 )LL +5RD!C5+ %(% ! agree to a"ide "$ the Ban 's Terms and Conditions and rules in force and the changes thereto in Terms and Conditions from time to time relating to m$ account as communicated and made availa"le on the Ban 's we"site( ! agree that the opening and maintenance of the account is su".ect to rules and regulations introduced or amended from time to time "$ the Reserve Ban of !ndia( ! agree that the Ban ma$# at its discretion# engage the services of Business Facilitators (hereinafter referred to as JBFJ) and Business Correspondents (hereinafter referred to as JBCJ) for e0tension of "an ing and financial services so as to ensure greater financial inclusion and increasing the outreach of the "an ing sector( The Ban # however# shall "e responsi"le for the acts and omission of such BC and BF( ! agree that the Ban will "e at li"ert$ to close m$ account at an$ time "$ giving me at least 79 da$s notice under normal circumstances( ! agree that the Ban can at its sole discretion# amend an$ of the services;facilities given in m$ account either wholl$ or partiall$ at an$ time "$ giving me at least 79 da$s notice and;or provide an option to me to switch to other services;facilities(

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6rivac$ W +ecurit$ W 1e"site Asage Terms

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