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HDFC Bank Ltd Banks - Private Sector
BSE Code
500180
ISIN Demat
INE040A01026
Book Value
127.44
NSE Symbol
HDFCBANK
Div & Yield %
0.65322
Market Cap (Rs Cr.)
117513.16675
P/E
22.74773
EPS
22
Face Value
2
HDFC BANK LIMITED

ANNUAL REPORT 2010-2011

DIRECTOR'S REPORT

TO 
THE MEMBERS,

Your  Directors  have great pleasure in presenting the  Seventeenth  Annual 
Report  on  the  business and operations of your  Bank  together  with  the 
audited accounts for the year ended March 31, 2011.

FINANCIAL PERFORMANCE

                                                             (Rs. in crore) 
                                                         For the year ended
                                             March 31, 2011  March 31, 2010
     
Deposits and Other Borrowings                     222,980.5       180,320.1

Advances                                          159,982.7       125,830.6

Total Income                                       24,263.4        20,155.8

Profit before Depreciation 
and Tax                                             6,316.1         4,683.5

Net Profit                                          3,926.4         2,948.7

Profit brought forward                              4,532.8         3,455.6

Total Profit available for 
Appropriation                                       8,459.2         6,404.3 

Appropriations :

Transfer to Statutory Reserve                         981.6           737.2

Transfer to General Reserve                           392.6           294.9

Transfer to Capital Reserve                             0.4           199.5

Transfer to/(from) Investment 
Fluctuation Reserve                                    15.6           (1.5)

Proposed Dividend                                     767.6           549.3

Tax Including Surcharge and 
Education Cess on Dividend                            124.5            91.2

Dividend (including tax/cess thereon) 
pertaining to previous year paid during 
the year                                                2.7             0.9

Balance carried over to Balance Sheet               6,174.2         4,532.8

*Change pursuant to reclassification

The  Bank posted total income and net profit of Rs. 24,263.4 crore and  Rs. 
3,926.4  crore respectively for the financial year ended March 31, 2011  as 
against  Rs.  20,155.8  crore and Rs. 2,948.7  crore  respectively  in  the 
previous year. Appropriations from net profit have been effected as per the 
table given above.

DIVIDEND

Your  Bank  has  had a consistent dividend policy that  balances  the  dual 
objectives  of appropriately rewarding shareholders through  dividends  and 
retaining capital, in order to maintain a healthy capital adequacy ratio to 
support future growth. It has had a consistent track record of moderate but 
steady  increases  in  dividend  declarations over  its  history  with  the 
dividend  payout  ratio ranging between 20% and 25%. Consistent  with  this 
policy, and in recognition of the overall performance during this financial 
year,  your directors are pleased to recommend a dividend of Rs. 16.50  per 
share  for the financial year ended March 31, 2011, as against Rs.  12  per 
share for the year ended March 31, 2010. This dividend shall be subject  to 
tax on dividend to be paid by the Bank.

AWARDS

As in the past years, awards and recognition were conferred on your Bank by 
leading  domestic  and international organizations during the  fiscal  year 
ended March 31, 2011. 

Some of them are:

- Asian Banker 2011

* Strongest Bank in the Asia Pacific region 

- Bloomberg UTV's Financial Leadership Awards 2011

* Best Bank

- Outlook Money 2010 Awards

* Best Bank

- Businessworld Best Bank Awards 2010

* Best Bank (Large)

- NDTV Business Leadership Awards 2010

* Best Private Sector Bank

- IDRBT Technology 2009 Awards

* Best IT Infrastructure

* Best use of IT within the Bank

- Dun & Bradstreet Banking Awards 2010 a Overall Best Bank

* Best Private Sector Bank

* Best Private Sector Bank in SME Financing

- Celent's 2010 Banking Innovation Award

* Model Bank Award

- Global Finance Awards

* Best Trade Finance Provider in India for 2010

- The Asset Triple A Awards

* Best Cash Management Bank in India

- IDC FIIA Awards 2011

a Excellence in Customer Experience

- The Banker and PWM 2010 Global Private Banking Awards a Best Private Bank 
in India

- IBA Banking Technology Awards 2010 

* Technology Bank of the Year

* Best Online Bank

* Best Customer Initiative

* Best Use of Business Intelligence

* Best Risk Management System

- Forbes Asia

* Fab 50 Companies - 5th Year in a Row 

* MIS Asia IT Excellence Award 2010 

* Best Bottom-Line IT Category

-  FE-EVI Green Business Leadership Award a Best Performer in  the  Banking 
Category

- Avaya Global Connect 2010

* Customer Responsiveness Award - Banking and Financial Services Category

RATINGS

Instrument     Rating         Rating Agency  Comments

Fixed          CARE           CARE(1)        Represents instruments  
Deposit        AAA(FD)                       considered to be of the 
Program                                      best credit quality,    
                                             offering highest safety 
                                             for timely servicing of 
                                             debt obligations, and   
                                             carry minimal credit    
                                             risk'                   

Certificate    F1+(Ind)       FITCH(2)       Indicates the strongest
of Deposit                                   capacity for timely    
                                             payment of financial   
                                             commitments relative to
                                             other issuers or issues
                                             in the country         

               PR 1+          CARE           Represents strong capacity 
                                             for timely payment of short 
                                             - term debt obligations and 
                                             carry lowest credit risk. 
                                             The +sign indicates 
                                             relatively better credit 
                                             characteristics within this 
                                             category 

Long term      CARE AAA       CARE           Represents instruments  
unsecured,                                   considered to be 'of    
subordinated                                 the best credit quality,
(Tier II)                                    offering highest safety 
bonds                                        for timely servicing of 
                                             debt obligations, and   
                                             carry minimal credit    
                                             risk'                   
 
               AAA (ind)      FITCH          Represents the best 
               with a                        credit risk relative
               stable                        to all other issuers
               outlook                       or issues in the    
                                             country             

Tier I         CARE AAA       CARE           Represents instruments  
perpetual                                    considered to be 'of    
Bonds                                        the best credit quality,
                                             offering highest safety 
                                             for timely servicing of 
                                             debt obligations, and   
                                             carry minimal credit    
                                             risk'                   

               AAA/Stable     CRISIL(3)      Judged to offer the highest 
                                             degree of safety with regard
                                             to timely payment of financial 
                                             obligations. Any adverse 
                                             changes in circumstances are 
                                             most unlikely to affect 
                                             the payments of the 
                                             instrument.

Upper Tier     CARE AAA       CARE           Represents instruments  
II Bonds                                     considered to be 'of    
                                             the best credit quality,
                                             offering highest safety 
                                             for timely servicing of 
                                             debt obligations, and   
                                             carry minimal credit    
                                             risk'                   

               AAA/Stable     CRISIL         Judged to offer the highest 
                                             degree of safety with regard
                                             to timely payment of 
                                             financial obligations. Any 
                                             adverse changes in 
                                             circumstances are most 
                                             unlikely to affect the 
                                             payments of the instrument

Governance     GVC Level 1    CRISIL         Represents the highest 
and Value                                    capability with regard 
Creation                                     to corporate governance
                                             and value creation for 
                                             all stakeholders       

(1) - CARE - Credit Analysis & Research Limited

(2)  -   FITCH - Fitch Ratings India Private Limited  (100%  subsidiary  of 
Fitch Inc.)

(3) - CRISIL - CRISIL Ltd. (A Standard & Poor's company)

ISSUANCE OF EQUITY SHARES

During  the  year  under  review, 74.8 lac  shares  were  allotted  to  the 
employees  of  your  Bank pursuant to the exercise  of  options  under  the 
Employee  Stock  Option  Schemes  of the Bank.  These  include  the  shares 
allotted under the Employee Stock Option Schemes of the erstwhile Centurion 
Bank of Punjab.

The  Board  of  Directors of your Bank considered  and  approved  the  sub-
division (split) of one equity share of your Bank having a nominal value of 
Rs.  10  each into five equity shares of nominal value of Rs. 2  each.  The 
record date for the same shall be determined subsequently. The  subdivision 
of  shares  will be subject to approval of the shareholders and  any  other 
statutory and regulatory approvals, as applicable. The stock split has been 
recommended  with a view to make the stock more affordable from the  retail 
investors' perspective and thereby encourage greater participation from the 
retail segment.

EMPLOYEE STOCK OPTIONS

The  information  pertaining  to  Employee Stock Options  is  given  in  an 
annexure to this report.

CAPITAL ADEQUACY RATIO

Your Bank's total Capital Adequacy Ratio (CAR) calculated in line with  the 
Basel  II  framework stood at 16.2%, well above the regulatory  minimum  of 
9.0%. Of this, Tier I CAR was 12.2%.

SUBSIDIARY COMPANIES

Your  Bank  has two subsidiaries, HDFC Securities Limited ('HSL')  and  HDB 
Financial Services Limited ('HDBFS').

HSL  is primarily in the business of providing brokerage  services  through 
the  internet and other channels with a focus to emerge as  a  full-fledged 
financial services provider offering a bouquet of financial services  along 
with  the  core broking product. The company continued  to  strengthen  its 
distribution  franchise  and  as on March 31, 2011 had  a  network  of  150 
branches across the country catering to the needs of its customers.  During 
the  year  under review, the company's total income amounted to  Rs.  260.5 
crore  as  against  Rs. 235.3 crore in the previous  year.  The  operations 
resulted in a net profit after tax of Rs. 77.2 crore.

HDBFS  is  a  non-deposit taking non-bank  finance  company  ('NBFC'),  the 
customer  segments being addressed by HDBFS are typically underserviced  by 
the  larger  commercial banks, and thus create a profitable niche  for  the 
company  to operate. Apart from lending to individuals, the company  grants 
loans  to small and medium business enterprises and micro small and  medium 
enterprises. The principle businesses of HDBFS are as follows :

- Loans - The company offers a range of loans in the unsecured and  secured 
loans space that fulfill the financial needs of its target segment.

-  Insurance Services - HDBFS is a corporate agent for HDFC  Standard  Life 
Insurance  Company  and  sells standalone insurance  products  as  well  as 
products such as Loan Cover and Asset Cover.

-  Collections  -  BPO Services - The Company runs 6 call  centers  with  a 
capacity  of over 1,500 seats. These centers cover collection  requirements 
at  over  100  towns through its calling and  field  teams.  Currently  the 
company has a contract with your Bank for collection services.

As  on  March  31, 2011 HDBFS had 100 branches in 65  cities  in  order  to 
distribute its products and services. During the financial year ended March 
31,  2011  the company's total income increased by over 80%  to  Rs.  179.4 
crore  as compared to Rs. 97.6 crore in the previous year. During the  same 
period  the company's net profit was Rs. 16.1 crore as compared to Rs.  9.9 
crore  in  the  previous  year.  During the  year  under  review  the  loan 
disbursements made by HDBFS increased to Rs. 1,208 crore as compared to Rs. 
525 crore in the previous year.

In terms of the approval granted by the Government of India, the provisions 
contained  under Section 212(1) of the Companies Act, 1956 shall not  apply 
in  respect of the Bank's subsidiaries. Accordingly, a copy of the  balance 
sheet,  profit and loss account, report of the Board of Directors  and  the 
report  of  the  auditors of HSL and HDBFS have not been  attached  to  the 
accounts of the Bank for the year ended March 31, 2011.

Shareholders  who wish to have a copy of the annual accounts  and  detailed 
information  on HSL and HDBFS may write to the Bank for the same.  Further, 
the  said documents shall also be available for inspection by  shareholders 
at the registered offices of the Bank, HSL and HDBFS.

MANAGEMENT DISCUSSION AND ANALYSIS

Macro-economic and Industry Developments

After  a  strong  revival last year, the  domestic  growth  cycle  remained 
robust,  extending and consolidating the recovery set forth in  the  fiscal 
year  ended  March  31,  2011. While  emerging  headwinds  from  tightening 
monetary  conditions and a scale back in fiscal stimulus measures  (put  in 
place  during  the global credit crisis of the calendar year 2008)  led  to 
some   moderation   in  industrial  growth,  service  sector   growth   and 
agricultural performance were strong and picked up the slack from industry. 
This  is  likely to have pushed the headline GDP growth in the  year  ended 
March 31, 2011 to 8.6% from 8.0% in the previous year.

Stimulus  driven  government spending has dissipated as a major  driver  of 
growth  and private demand has successfully taken over. Structural  factors 
such  as  strong  rural  demand,  low  product  penetration  and  favorable 
demographics  have  remained key supports for  private  consumption.  While 
government  consumption growth is likely to have eased  substantially  from 
16.4% in the fiscal year ended March 31, 2010 to 2.6% in fiscal year  ended 
March 31, 2011, private consumption has remained strong growing by 8.2%  in 
the financial year ended March 31, 2011 as against 7.3% a year ago.

However,   even  as  domestic  consumption  growth  has  remained   robust, 
investment  demand  has somewhat disappointed with  infrastructure  project 
execution  by  the  government remaining tardy and  the  corporate  capital 
expenditure  cycle remaining subdued. Investments are likely to have  grown 
by  8.2% in the fiscal year ended March 31, 2011 against 12.2% a  year  ago 
and  this has impinged on industrial performance. Growth in  capital  goods 
has fallen from 29.0% in the first half of the fiscal year ended March  31, 
2011 to -1.3% in the second half pulling industrial growth lower from 10.3% 
in the first half of the financial year to 6.3% for the full year.

The  service  sector  has however remained strong  with  services  such  as 
finance, insurance, trade, transportation and communication performing well 
and taking overall service sector growth to 9.6% against 10.0% a year  ago, 
despite  a  visible  slowdown  in  government  related  services  such   as 
community, personal and social services. Further, a good monsoon season has 
meant that agricultural production has recovered from last year's  drought. 
Total  food  grain production is expected to grow by a  strong  8.3%  while 
agricultural  growth  is likely to have been close to 5.4% against  0.4%  a 
year ago. This, along with income support schemes by the government such as 
the  Mahatma Gandhi National Rural Employment Scheme (MGNREGS)  have  meant 
that  the  rural  economy  has  performed  well  and  has  been  an  active 
participant in domestic growth dynamics.

While  the rural sector has added to the robustness of the domestic  growth 
cycle it has also contributed to the stickiness in inflationary  pressures. 
Strong  agricultural growth has meant that food inflation has  cooled  from 
21%  in June, 2010 to 9.2% in March, 2011 but the pace of decline has  been 
diluted by demand-supply mismatches in specific categories such as protein-
based  food items (milk, eggs, meat, fish) and fruits and vegetables  -  an 
indication of rising rural incomes and the change in dietary patterns  this 
entails.  This  has  been  exacerbated by  supply  chain  problems  and  an 
inefficient food distribution system. As a result, while WPI inflation  has 
fallen from a peak of 11.0 % in April, 2010 it has been slower to ease than 
initially anticipated settling in the 8.5-9.0% range in the fourth  quarter 
of the fiscal year ended March 31, 2011 and averaging a rate of 9.4% in the 
full fiscal year.

Domestic  inflationary  pressures  however, are no longer  driven  by  food 
prices alone and inflation has become more broad-based over the past  year. 
Firm international commodity prices, especially items such as crude oil, as 
well  as the return of pricing power amongst domestic  manufacturing  firms 
amidst  firm  demand  have  pushed  manufactured  goods  inflation  higher. 
Further, 'core' inflation or manufactured goods inflation net of food price 
effects has been rising steadily. While headline inflation eased from  9.0% 
in  October, 2010 to 8.3% in February, 2011, core inflation has  picked  up 
from 5.0% to 6.0%.

Monetary  policy  has, as a result, become more restrictive over  the  past 
year  with the RBI changing policy focus from calibrating the exit from  an 
accommodative stance to tackling inflation more aggressively. Policy  rates 
(repo  and reverse repo rate) have been hiked by 225-275 basis points  over 
the  last year but the effective tightening in rates has been  far  higher. 
Structural  pressures  on  banking system liquidity  from  subdued  deposit 
growth  such  as  leakages  from  the  deposit  base  towards  currency  in 
circulation  have meant that the monetary transmission mechanism  has  been 
quick.  Additionally,  frictional liquidity stress  from  tardy  government 
spending has also kept liquidity under pressure swinging the system from  a 
surplus  of  over Rs. 1,00,000 crore in March, 2010 ( as  measured  by  the 
Liquidity  Adjustment  Facility (LAF) reverse repo window)  to  an  average 
deficit of a similar magnitude in March, 2011 (as measured by the LAF  repo 
window). A heavy government borrowing target of Rs. 4,37,000 crore has only 
exaggerated the pressure on the system.

As  a result, the effective policy rate has shifted from the  reverse  repo 
rate  (rate  consistent  with surplus liquidity) to  the  repo  rate  (rate 
consistent with deficit liquidity) involving incremental tightening of 100-
150 basis points over and above the policy rate hikes over the year.  While 
short-term  interest rates such as the overnight MIBOR has moved higher  by 
close  to  300  basis points, the yield on the benchmark  10-yr  G-sec  has 
increased  by  15-20 basis points. Liquidity pressure has  meant  that  the 
yield curve has flattened with the spread between the

10-yr  G-sec and the 1-yr G-sec yields moving from 280 basis points  to  50 
basis points.

Lending  rates have moved higher by an average of 100-150 basis  points  as 
funding conditions have come under strain. However, credit growth has  been 
robust despite interest rate increases and has gathered pace over the  year 
moving  from  16.0%  in  March,  2010  to  23.0%  in  March,  2011.   While 
infrastructure  has continued to dominate credit growth in the  past  year, 
credit  off-take  has been relatively more broad-based with  retail  credit 
disbursements such as vehicle loans and housing loans as well as funding to 
services  such  as  trade and Non  Banking  Financial  Companies  gathering 
ground.  Credit  growth towards infrastructure continued to  grow  at  last 
year'  s level of around 40%, growth in personal loans accelerated  sharply 
from 4% to 16% while the growth in service sector credit picked up from 15% 
to 24%.

Deposit  rates have also been hiked by an average of 150-200  basis  points 
and while this has helped deposit growth move higher from a low of 14.0% in 
June,  2010 to 16.9% in March, 2011, deposit mobilization has been weak  in 
the  last year. Net foreign inflows into the country have been subdued  and 
have  been  a major factor constraining money supply  and  deposit  growth. 
Capital inflows into the country have been strong in the past year and  are 
likely to have been USD 66 billion against USD 54 billion a year ago on the 
back  of  strong  portfolio flows (both debt and  equity),  heavy  external 
commercial  borrowings and strong trade credit. However, the bulk of  these 
inflows  have been absorbed in financing a large current  account  deficit. 
The current account gap over the last financial year is likely to be  close 
to  2.5-2.8% of GDP or USD 48 billion leaving net foreign inflows into  the 
country  at  close  to USD 16.4 billion - just  slightly  higher  than  net 
inflows of USD 13.4 billion in the previous year.

That  said,  there have been some offsets in recent months. A  recovery  in 
export  growth  and  a turn in invisibles (private  transfers  and  service 
exports)  as  well  as  a  normalization in  import  growth  in  line  with 
moderating industrial momentum in the third quarter of the last fiscal year 
has meant that the current account gap has reduced from 4.3% of GDP in  the 
second quarter of the last year to 2% in the third quarter. While the  drag 
on foreign inflows during the last year is still expected to be a long term 
concern, the pressure on external balances has relatively eased in the near 
term.

Reflecting the improvement in global growth conditions driven by fiscal and 
monetary stimulus measures, export growth in the last quarter of the fiscal 
year  ended  March  31,  2011 was a strong  42.0%.  Growth  was  driven  by 
categories  such  as engineering goods, chemicals, gems and  jewellery  and 
electronic  goods, this has been a vital support to the  domestic  industry 
amidst  flagging investment momentum. Import growth slowed down from  32.8% 
in  the first half of the last financial year to 10.0% in the second  half, 
inflows  from invisibles picked up pace in the third quarter of the  fiscal 
year ended March 31, 2011 growing by 17.0% on the year against a decline of 
2.6%  Y-o-Y  in the first half of the same year. The risk however  is  that 
firm  global commodity prices could push import growth higher  going  ahead 
and the likelihood of further improvement in external balances is  somewhat 
limited.

Macroeconomic Risks and Concerns

While  the  balance  of  risks in the  last  financial  year  were  largely 
external,  rising  domestic  interest rates as well  as  firm  inflationary 
pressures  have meant that domestic factors have now emerged as  points  of 
concern  for growth in the current fiscal year. Further, the withdrawal  of 
monetary and fiscal stimulus measures last year has meant that the domestic 
growth  cycle is likely to be far more vulnerable to external shocks  going 
ahead.

Even as food inflation is likely to stabilize, firm international commodity 
prices  are  likely  to keep manufactured goods  inflation  strong.  Rising 
global  oil prices remain a foremost risk to inflation and  India's  fiscal 
and  current account deficits this year. With uncertainty  surrounding  the 
political  crisis  in the Middle East and North Africa  (MENA)  region  oil 
prices are unlikely to move to lower levels in a hurry. The price of  crude 
(as measured by the India crude oil basket) has already spiked up by 40% on 
the  year  to USD 108 per barrel and the expectation is  that  the  average 
price  of  crude oil is unlikely to fall below the USD  95-100  per  barrel 
mark.  It is anticipated that inflation is likely to average close to  8.5% 
in  the  fiscal  year ended March 31, 2012 just  slightly  lower  than  the 
average inflation rate of 9.4% in the past year, this is likely to see  the 
Reserve Bank of India (RBI) hike its repo and reverse repo rate by a  total 
of  100-125  basis  points  this year. The risk  however  is  that  further 
escalation  in oil prices and a faster than expected build up of  inflation 
could push the central bank to tighten interest rates to a level that could 
impinge on private investment and leveraged consumer spending and constrain 
future growth.

The  government  has indicated its resolve to tame its  imbalances  and  is 
targeting a fiscal deficit of 4.6% of GDP in the current year against  5.1% 
last year. It will be a challenge to achieve this target should key outlays 
such  as  oil, fertilizer and food subsidy payments turn out to  be  higher 
than  budgeted.  There  is an additional risk  that  moderating  industrial 
growth  could dampen government revenues below budgeted levels. This  could 
entail  a  larger  government draft on the market and  the  banking  system 
posing an upside risk to interest rates.

While  the fundamentals of the Indian economy remain strong,  the  domestic 
equity  markets and for that matter fund flows into the domestic  financial 
system on the whole are dependent on the developments in the global economy 
and general risk appetite to a large extent. Any adverse changes  therefore 
in  the  global  economic or financial environment could  have  a  negative 
impact  on the domestic markets and the availability of foreign  funds.  In 
this  regard, we see a few risks on the global front that  could  adversely 
impact the domestic markets.

The single largest external risk that could impact inflows into the country 
stems  from the normalization in global liquidity and monetary  conditions. 
The  great wall of liquidity provided by accommodative monetary  conditions 
in  major  developed economies like the United States  of  America,  Japan, 
United Kingdom and the Euro-area have been crucial in driving yield seeking 
flows  to  risky  assets  and emerging markets  such  as  India.  Inflation 
concerns however are gradually building up and with global commodity prices 
likely to remain firm it is unlikely that the magnitude of liquidity pumped 
into the global financial system over the last two years will continue.

However  the  risks to external balances are not only  limited  to  capital 
inflows. The likelihood of firm commodity prices as well as escalating  oil 
prices means that the current account deficit could come under stress. With 
foreign  exchange  reserves of USD 305 billion in March, 2011  pressure  on 
external liquidity and solvency in this event is unlikely to pose a serious 
threat  to  external  stability  in  the  near-term.  However,  there   are 
implications  for  both  exchange  rate  volatility  as  well  as  domestic 
liquidity.  A large current account deficit is likely to trim  net  foreign 
inflows  into the country placing undue depreciation pressure on the  rupee 
and impacting domestic liquidity.

Stress  on domestic funding conditions is likely to get exacerbated  by  an 
oil  price  shock and this is likely to make for  a  challenging  operating 
environment  for  the banking system. Offsets could come from  open  market 
operations by the RBI which bought back government securities of nearly Rs. 
70,000  crore  in the last fiscal year but the strain on  system  liquidity 
could sustain.

While  adequate capital provisioning and stringent  prudential  regulations 
largely  shielded the domestic banking system from the global crisis,  some 
cyclical  deterioration in asset quality remains a concern. There  is  some 
evidence, both formal and anecdotal that credit quality in both the  retail 

and  wholesale  portfolios of banks has deteriorated. There  is  also  some 
concern that a portion of the loans that banks were allowed to  restructure 
given  the sharp cyclical deterioration in the economy may remain  impaired 
and will add to the stock of non-performing loans. Recent stress tests have 
revealed  however that the banking system as a whole remains robust  enough 
to withstand a sharp increase in asset quality slippages.

Outlook

Further  withdrawal  of  stimulus measures-both fiscal  and  monetary,  are 
likely  to  moderate  headline  GDP  growth  in  the  year  ahead  and  the 
expectation  is that growth is likely to soften slightly from 8.6%  in  the 
last  year  to 8.0%. Additional monetary tightening in the  current  fiscal 
year could curtail private investment and leveraged consumer spending  from 
entirely  picking  up the slack from fiscal compression and a cut  back  in 
government  spending. However, this is unlikely to detract from  structural 
positives  and the premium attached to India as a rapidly growing  economy. 
World  output  is  likely  to  grow  by  3.5%  in  2011  and  despite   the  
configuration  of  external and domestic risks looming  over  the  horizon, 
India  is  likely to continue to outperform the global economy by  a  large 
margin.  Pressures  are likely to be cyclical and key  structural  supports 
from  a  growing  rural economy, favorable  demographics  and  low  product 
penetration  are  likely to continue to keep  private  consumption  strong. 
Structural  positives  are  likely to therefore offset  downside  risks  to 
growth and keep India an attractive investment destination next year.

Mission and Business Strategy

Your  Bank's  mission is to be 'a World Class  Indian  Bank',  benchmarking 
itself  against  international  standards and best practices  in  terms  of 
product  offerings, technology, service levels, risk management  and  audit 
and  compliance.  The  objective is to  continue  building  sound  customer 
franchises  across distinct businesses so as to be a preferred provider  of 
banking services for its target retail and wholesale customer segments, and 
to  achieve a healthy growth in profitability, consistent with  the  Bank's 
risk appetite. Your Bank is committed to do this while ensuring the highest 
levels  of ethical standards, professional integrity, corporate  governance 
and regulatory compliance.

The Bank's business strategy emphasizes the following :

-  Develop  innovative  products and services  that  attract  its  targeted 
customers and address inefficiencies in the Indian financial sector;

-  Increase  its market share in India's expanding  banking  and  financial 
services  industry by following a disciplined growth strategy  focusing  on 
balancing quality and volume growth while delivering high quality  customer 
service;

-  Leverage its technology platform and open scaleable systems  to  deliver 
more products to more customers and to control operating costs;

- Maintain high standards for asset quality through disciplined credit risk 
management;

- Continue to develop products and services that reduce its cost of  funds; 
and

- Focus on healthy earnings growth with low volatility.

Financial Performance :

The  financial performance of your Bank during the fiscal year ended  March 
31, 2011 remained healthy with total net revenues (net interest income plus 
other  income) increasing by 20.3% to Rs. 14,878.3 crore from Rs.  12,369.5 
crore in the previous financial year. Revenue growth was driven both by  an 
increase in net interest income and other income. Net interest income  grew 
by 25.7% primarily due to acceleration in loan growth to 27.1% coupled with 
a  stable net interest margin (NIM) of 4.3% for the year ending  March  31, 
2011.

From  April  01,  2010 the RBI mandated that interest  payable  on  savings 
deposits  be  calculated  on daily average balances, this  resulted  in  an 
increase  in  savings deposit costs by approximately  70-80  basis  points. 
Further,  due  to  tight liquidity conditions that were  prevalent  in  the 
monetary  system during the second half of the fiscal year ended  March  31 
2011,  your  Bank  witnessed an increase of over 200 basis  points  in  its 
retail  term  deposit  rates  during this period.  Your  Bank  has  however 
maintained steady NIMs which are amongst the highest within its peer  group 
by managing the yields across its various customer and product segments  in 
line with its cost of funds.

Other income grew 8.8% over that in the previous year to Rs. 4,335.2  crore 
during  the  financial year ended March 31, 2011. This  growth  was  driven 
primarily  by  an increase in fees and commissions earned and  income  from 
foreign  exchange  and  derivatives, offset in part by a  loss  on  sale  / 
revaluation  of investments of Rs. 52.6 crore as compared to a gain of  Rs. 
345.1 crore in the previous financial year. In the fiscal year ended  March 
31,  2011, commission income increased by 19.7% to Rs. 3,596.7  crore  with 
the primary drivers being commissions from the distribution of third  party 
insurance  and mutual funds, fees on debit and credit cards,  transactional 
charges and fees on deposit accounts and processing fees on retail  assets. 
The  banking  industry witnessed regulatory changes that  resulted  in  the 
capping  of earnings from the distribution of insurance  products,  however 
the increase in your Bank's sales volumes partly made up for the  reduction 
in unit commissions, as a result the growth in income from the distribution 
of  third  party products remained a healthy 28.0%.  Foreign  exchange  and 
derivatives  revenues  grew by 26.2% from Rs. 623.2 crore in  the  previous 
financial year to Rs. 786.3 crore in the fiscal year ended March 31, 2011.

Operating  (non-interest)  expenses  grew in line  with  net  revenues  and 
increased  from  Rs. 5,939.8 crore in the previous financial  year  to  Rs. 
7,152.9  crore in the year under consideration. During the year  your  Bank 
opened  261  new  branches and over 1,200 ATMs  which  resulted  in  higher 
infrastructure  and  staffing  expenses. In spite of  that,  the  ratio  of 
operating  cost  to  net revenues (excluding bonds  gains)  for  your  Bank 
improved  to 47.9% during the fiscal year ended March 31, 2011, from  49.4% 
in the previous year.

Total loan loss provisions including specific provisions for non-performing 
assets  and  floating provisions decreased from Rs. 1,988.9  crore  to  Rs. 
1,433.0  crore for the financial year ended March 31, 2011, on  account  of 
healthy  asset quality across customer and product segments. Your  Bank'  s 
provisioning policies for specific loan loss provisions remain higher  than 
regulatory  requirements, the coverage ratio based on  specific  provisions 
alone without including writeoffs technical or otherwise was 82.5% and that 
including  general and floating provisions was well over 100% as  on  March 
31,  2011.  Your  Bank  has  made  contingent  provisions  on  account   of 
contingencies  towards  the  loans that it has extended  to  micro  finance 
institutions, in view of the credit concerns arising out of the disruptions 
in  that  sector.  The  Reserve  Bank of  India  had  reduced  the  general 
provisioning  requirements  for  certain asset classes in  May  2008,  this 
reduced the requirements for general provisions for the Bank' s loan  book. 
Your  Bank however, continued to maintain the general provisions that  were 
already  created.  As a result of the above, the  requirement  for  general 
asset provisions was lower than what the Bank held on its books as on March 
31,  2011  and the Bank did not have to make any additional  general  asset 
provisions on account of the increase in its loan book.

Your Bank' s profit after tax increased by 33.2% from Rs. 2,948.5 crore  in 
the  previous financial year to Rs. 3,926.4 crore in the year  ended  March 
31,  2011. Return on average net worth was 16.5% while the  basic  earnings 
per share increased from Rs. 67.56 to Rs. 85.02 per equity share.

As at March 31, 2011, your Bank's total balance sheet size was Rs.  277,353 
crore  an  increase of 24.7% over Rs. 222,458 crore as at March  31,  2010. 
Total Deposits increased 24.6% from Rs. 167,404 crore as on March 31,  2010 
to Rs. 208,586 crore as on March 31, 2011. Savings account deposits grew by 
27.2%  to  Rs. 63,448 crore while current account deposits  at  Rs.  46,460 
crore  witnessed  an increase of 24.8% as compared to those  on  March  31, 
2010. Adjusting current account deposits for one offs at year end amounting 
to Rs. 3,700 crore the growth was 14.9%. The proportion of core current and 
savings deposits (CASA) to total deposits continued to be healthy at 51% as 
on  March 31, 2011. During the financial year under review, gross  advances 
grew  by  26.8%  to  Rs.  161,359  crore,  while  system  loan  growth  was 
approximately  21%.  Your Bank's loan growth was driven by an  increase  of 
26.8%  in retail advances to Rs. 80,113 crore, and an increase of 26.7%  in 
wholesale advances to Rs. 81,246 crore. The Bank had a market share of 3.7% 
in  total  system deposits and 4.2% in total system  advances.  The  Bank's 
Credit  Deposit  (CD) Ratio was 76.7% as on March 31,  2011.  Adjusted  for 
overseas  funding  by its international operations, primarily  funded  from 
term borrowings, the CD Ratio was lower at 74.5%.

Business Segments' Update :

Consistent  with its performance in the past, in the last  financial  year, 
your  Bank  has  achieved  healthy  growth  across  various  operating  and 
financial parameters. This performance reflected the strength and diversity 
of the Bank's three primary business franchises - retail banking, wholesale 
banking  and  treasury, and of its disciplined approach to  risk  -  reward 
management.

Retail Banking

Your Bank caters to various customer segments with a wide range of products 
and services. The Bank is a 'one stop shop' financial services provider  of 
various  deposit  products, of retail loans (auto  loans,  personal  loans, 
commercial  vehicle loans, mortgages, business banking, loan  against  gold 
jewellery etc.), credit cards, debit cards, depository (custody  services), 
investment  advisory,  bill payments and  several  transactional  services. 
Apart  from  its own products, the Bank distributes third  party  financial 
products such as mutual funds and life and general insurance.

The  growth  in your Bank's retail banking business was robust  during  the 
financial year ended March 31, 2011. The Bank's total retail deposits  grew 
by  over 23.3% to Rs. 139,961 crore in the financial year ended  March  31, 
2011,  driven  by retail savings balances which grew much faster  at  28.0% 
during  the  same  period. The Bank's retail assets grew by  26.8%  to  Rs. 
80,113  crore  during  the  financial year  ended  March  31,  2011  driven 
primarily  by a growth in mortgages, business banking,  commercial  vehicle 
loans and auto loans.

Branch Banking

This  year your Bank expanded its distribution network from 1,725  branches 
in  779 cities as on March 31, 2010 to 1,986 branches in 996 Indian  cities 
on March 31, 2011. The Bank's ATMs increased from 4,232 to 5,471 during the 
same  period. Your Bank' s branch network is deeply entrenched  across  the 
country  with significant density in areas conducive to the growth  of  its 
businesses.  The  Bank's  focus  on  semi-urban  and  under-banked  markets 
continued,  with over 70% of the Bank's branches now outside the  top  nine 
Indian cities. The Bank's customer base grew in line with the growth in its 
network  and  increased  product penetration  initiatives,  this  currently 
stands  at 21.9 million customers. The average savings balance per  account 
which  is a good indicator of the strength of the Bank's  retail  liability 
franchise grew over 17%. The Bank continues to provide unique products  and 
services with customer centricity a key objective.

In  order  to  provide its customers  increased  choices,  flexibility  and 
convenience  the  Bank continued to make significant headway in  its  multi 
channel  servicing  strategy. Your Bank offered its customers  the  use  of 
ATMs, internet, phone and mobile banking in addition to its expanded branch 
network to serve their banking needs.

The increase in the Bank' s debit card base this year coupled with a growth 
in  its ATM network translated to an increase in ATM transactions  by  14%. 
The  Bank  also made strong inroads in its internet  banking  channel  with 
around 60% of its registered customers now using net banking facilities for 
their  banking  requirements.  Your bank now offers phone  banking  in  996 
locations in addition to giving its customers the convenience of  accessing 
their  bank  accounts over their mobile phones. The success of  the  Bank's 
multi-channel  strategy is evidenced in the fact that over 80% of  customer 
initiated transactions are serviced through the non-branch channels.

Retail Assets

Your Bank continued to grow at a healthy pace in almost all the retail loan 
products  that it offers and further consolidated its position amongst  the 
top retail lenders in India. The Bank grew its retail asset portfolio in  a 
well  balanced manner focusing on both returns as well as risk.  While  the 
Bank's auto finance business remained a key business driver for its  retail 
asset  portfolio, other retail loan products exhibited robust growth  rates 
and good asset quality.

The  Bank  continued its focus on internal customers for its  credit  cards 
portfolio.  Overall  credit cards remained a profitable business  for  your 
Bank  with over 5 million cards in force as at March 2011. As part  of  its 
strategy to drive usage of its credit cards the Bank also has a significant 
presence  in  the 'merchant acquiring' business with the  total  number  of 
point-of-sale (POS) terminals installed at over 120,000.

In  addition to the above products the Bank does home loans in  conjunction 
with HDFC Limited. Under this arrangement the Bank sells loans provided  by 
HDFC Limited through its branches. HDFC Limited approves and disburses  the 
loans, which are booked in their books, with the Bank receiving a  sourcing 
fee for these loans. HDFC Limited offers the Bank an option to purchase  up 
to  70%  of the fully disbursed home loans sourced under  this  arrangement 
through  either  the  issue of mortgage backed  pass  through  certificates 
(PTCs) or by a direct assignment of loans; the balance is retained by  HDFC 
Limited.  Both the PTCs and the loans thus assigned are credit enhanced  by 
HDFC  Limited  upto  a AAA level. The Bank purchases  these  loans  at  the 
underlying  home  loan  yields  less a fee paid to  HDFC  Limited  for  the 
administration   and   servicing  of  the  loans.  Your   Bank   originated 
approximately  an  average Rs. 700 crore of mortgages every  month  in  the 
financial year ended March 31, 2011, an increase from the Rs. 550 crore per 
month  that  it originated in the previous year. During the year  the  Bank 
also   purchased  from  HDFC  Ltd.  under  the  'loan   assignment'   route 
approximately  Rs. 4,300 crores of AAA credit enhanced home loans  most  of 
which qualified as priority sector advances.

Your Bank also distributes life, general insurance and mutual fund products 
through  its tie-ups with insurance companies and mutual fund  houses.  The 
income from these businesses continued to demonstrate robust growth largely 
due  to  an expanded branch network and the increased  penetration  of  the 
Bank's  managed portfolio despite the fact that during the year there  were 
regulatory changes which in some cases impacted the commission paid by  the 
manufacturers   of  these  products  to  the  Bank.  The  success  in   the 
distribution of the above products has been demonstrated with the growth in 
the  Bank's  fee  income.  Third  party  distribution  income   contributes 
approximately 25% of total fee income.

The  Bank's  data  warehouse, Customer Relationship  Management  (CRM)  and 
analytics solutions have helped it target existing and potential  customers 
in  a  cost effective manner and offer them products appropriate  to  their 
profile and needs. Apart from reducing costs of acquisition, this has  also 
led to deepening of customer relationships and greater efficiency in  fraud 
control  and  collections  resulting in lower credit losses.  The  Bank  is 
committed  to  investing  in advanced technology in this  area  which  will 
provide cutting edge in the Bank's product and service offerings.

Wholesale Banking

The  Bank provides its corporate and institutional clients a wide range  of 
commercial  and  transactional  banking products, backed  by  high  quality 
service and relationship management. The Bank's commercial banking business 
covers  not only the top end of the corporate sector but also the  emerging 
corporate  segments and some small and medium enterprises (SMEs). The  Bank 
has  a  number  of  business groups catering to  various  segments  of  its 
wholesale banking customers with a wide range of banking services  covering 
their  working  capital,  term finance, trade  services,  cash  management, 
foreign exchange and electronic banking requirements.

The business from this segment registered a healthy growth in the financial 
year  ended  March 31, 2011. The Bank's wholesale deposits grew  by  around 
27.4%, while wholesale advances showed a growth of over 26.7% both of which 
were  significantly  faster than the growth in the system during  the  same 
period.  Your  Bank provides its customers both working  capital  and  term 
financing.  The Bank witnessed an increase in the proportion of its  medium 
tenor  term  lending, however working capital loans and  short  tenor  term 
loans retained a large share of its wholesale advances. While the  duration 
of  the Bank's term loans largely remained small to medium term,  the  Bank 
did  witness  an increase in its longer duration term  loans,  and  project 
lending including loans to the infrastructure segment.

During  the  financial year ended March 31, 2011, growth in  the  wholesale 
banking  business  continued to be driven by new customer  acquisition  and 
higher cross-sell with a focus on optimizing yields and increasing  product 
penetration.  Your Bank's cash management and vendor & distributor  (supply 
chain) finance products continued to be an important contributor to  growth 
in  the  corporate  banking business. Your Bank  further  consolidated  its 
position as a leading player in the cash management business (covering  all 
outstation  collection, disbursement and electronic fund transfer  products 
across the Bank' s various customer segments) with volumes growing to  over 
Rs.  30 trillion. The Bank also strengthened its market leadership in  cash 
settlement  services for major stock exchanges and commodity  exchanges  in 
the  country. The Bank met the overall priority sector lending  requirement 
of  40% of net bank credit and also strived for healthy growth in the  sub-
targets  such as weaker sections, direct agriculture and the micro and  SME 
segments.

The  Bank's  financial  institutions and government  business  group  (FIG) 
offers   commercial   and  transaction  banking   products   to   financial 
institutions,  mutual funds, public sector undertakings, central and  state 
government  departments. The main focus for this segment remained  offering 
various  deposit and transaction banking products to this  segment  besides 
deepening  these relationships by offering funded, non-funded treasury  and 
foreign exchange products.

International Operations

The  Bank has a wholesale banking branch in Bahrain, a branch in Hong  Kong 
and  two  representative offices in UAE and Kenya. The branches  offer  the 
Bank's  suite  of  banking services including treasury  and  trade  finance 
products  to  its corporate clients. Your Bank has built up an  asset  book 
over  USD 1 billion through its overseas branches. The Bank  offers  wealth 
management products, remittance facilities and markets deposits to the non-
resident Indian community from its representative offices.

Treasury

The treasury group is responsible for compliance with reserve  requirements 
and  management of liquidity and interest rate risk on the  Bank's  balance 
sheet.  On the foreign exchange and derivatives front, revenues are  driven 
primarily  by  spreads on customer transactions based on  trade  flows  and 
customers'  demonstrated  hedging needs. During the  financial  year  ended 
March 31, 2011, revenues from foreign exchange and derivative  transactions 
grew  by 26.2% to Rs. 786.3 crore. These revenues were  distributed  across 
large  corporate, emerging corporate, business banking and retail  customer 
segments  for plain vanilla foreign exchange products and across  primarily 
large  corporate and emerging corporate segments for derivatives. The  Bank 
offers  Indian  rupee  and  foreign exchange  derivative  products  to  its 
customers,  who use them to hedge their market risks. The Bank enters  into 
foreign exchange and derivative deals with counterparties after it has  set 
up  appropriate counterparty credit limits based on its evaluation  of  the 
ability  of  the  counterparty  to meet its obligations  in  the  event  of 
crystallization  of  the  exposure. Appropriate  credit  covenants  may  be 
stipulated  where  required as trigger events to call  for  collaterals  or 
terminate  a transaction and contain the risk. Where the Bank  enters  into 
foreign  currency derivative contracts with its customers it lays them  off 
in  the  inter-bank market on a matched basis. For  such  foreign  currency 
derivatives, the Bank does not have any open positions or assume any market 
risks but carries only the counterparty credit risk (where the customer has 
crystallized  payables  or mark-to-market losses). The Bank also  deals  in 
Indian  rupee derivatives on its own account including for the  purpose  of 
its  own balance sheet risk management. The Bank recognizes changes in  the 
market  value  of  all  rupee  derivative  instruments  (other  than  those 
designated  as  hedges)  in the profit and loss account in  the  period  of 
change.  Rupee derivative contracts classified as hedge are recorded on  an 
accrual basis.

Given  the regulatory requirement of holding government securities to  meet 
the  statutory  liquidity ratio (SLR) requirement, your  Bank  maintains  a 
portfolio  of government securities. While a significant portion  of  these 
SLR  securities are held in the 'Held-to-Maturity' (HTM) category, some  of 
these are held in the 'Available for Sale' (AFS) category.

Information Technology

Since  its  inception, your Bank has made substantial  investments  in  its 
technology  platform  and systems, built  multiple  distribution  channels, 
including  an  electronically linked branch  network,  automated  telephone 
banking,  internet banking and banking through mobile phones, to offer  its 
customers convenient access to various products.

The  Bank  has templatized credit underwriting through  automated  customer 
data de-duplication and real-time scoring in its loan origination  process. 
Having enhanced its cross selling and up-selling capabilities through  data 
mining  and  analytical  customer relationship  management  solutions,  the 
Bank's  technology enables it to have a 360 0 view of its  customers.  Your 
Bank  employs event detection technology based customer messaging  and  has 
deployed an enterprise wide data warehousing solution as a back bone to its 
business intelligence system.

Implementation  of a risk management engine for internet  transactions  has 
reduced the phishing and man in the middle attacks significantly. The  bank 
has  also  implemented  a digital certificates based  security  engine  for 
corporate  internet banking customers. Credit and debit cards usage of  the 
Bank's  customers is secured by powerful proactive risk manager  technology 
solutions  which  does rules based SMS alerts as well as  prompts  customer 
service  representatives to call the customer on detecting  abnormal  usage 
behavior.  This prevents frauds and minimizes losses to customers,  if  the 
card has been stolen and yet to be hot listed.

Sophisticated  automated  switch-over and switch-back solutions  power  the 
Bank's disaster recovery management strategy for key core banking solutions 
in  its data center, improving availability of your Bank's services to  its 
customers.

With the various initiatives that your Bank has taken using technology,  it 
has  been  successful  in driving the  development  of  innovative  product 
features, reducing operating costs, enhancing customer service delivery and 
minimizing inherent risks.

Service Quality Initiatives

Your  Bank was one of the few banks in the country to have put in  place  a 
team  dedicated to improve service quality through the Lean and  Six  Sigma 
methodologies  with a focus on right origination, cost effective and  error 
free  operations  and effective complaint resolution.  The  Bank  continued 
driving  improvements in Service Quality (SQ) initiatives encompassing  all 
customer touch points namely branches, ATMs, phone banking, net banking, e-
mail  service as well as back office support functions  impacting  customer 
service  through a dedicated Quality Initiatives Group (QIG) team. Some  of 
the  key  elements  covered  by the  QIG  team  are  workplace  management, 
etiquette and courtesy, lobby management, complaints management, management 
of  turn-around  times, overall customer service and  compliance  with  the 
Bank's internal processes as well as regulatory compliance. The group  also 
runs  programs such as 'voice of the customer' and 'voice of the  employee' 
for  effective  complaint  resolution  and  process  improvement.   Various 
departments  of  the  Bank  are  empowered  to  deliver  superior  customer 
experience  through improvements in products, processes and people  skills. 
To  this  effect, your Bank has designed and  implemented  customized  Lean 
Sigma  Project  Management (LSPM) methodology that  incorporates  the  Lean 
philosophy  into the Six Sigma framework to deliver faster and  sustainable 
results clubbed with customer delight and improved profitability. The  Bank 
also takes advantage of various information technology platforms to improve 
products, processes and services. Your Bank does not believe in designing a 
product and fitting it into the customers' needs rather it designs products 
to  meet customer needs. The Bank has always ensured that its products  and 
services  are  delivered  through  processes which are  in  line  with  the 
prevalent  regulatory  framework and has adequate  controls  to  safe-guard 
against possible misuse.

Your  Bank  has  taken various steps to improve the  effectiveness  of  its 
grievance  re-dressal  mechanism  across its delivery  channels.  Some  key 
measures taken up by the Bank include a three layered grievance  re-dressal 
mechanism,  bank-wide  online  complaint  resolution  system,  root   cause 
remediation,  customer  service committees at the branch level and  at  the 
corporate headquarters level with representation from customers. The levels 
of customer service are periodically reviewed by the board of directors  of 
the Bank.

Apart from the above, your Bank continued with the ongoing service  quality 
initiatives which include the audit of services as well as mystery shopping 
at   various  customer  touch  points  to  capture  and  improve   customer 
experiences. Your Bank has also set up a robust training mechanism; both on 
the  online platform as well as using conventional class room sessions,  to 
enable its employees improve the quality of customer service.

Risk Management and Portfolio Quality

Taking on various types of risk is integral to the banking business.  Sound 
risk  management  and balancing risk-reward trade-offs are  critical  to  a 
bank's success. Business and revenue growth have therefore to be weighed in 
the  context of the risks implicit in the Bank's business strategy. Of  the 
various  types  of risks your Bank is exposed to, the  most  important  are 
credit risk, market risk (which includes liquidity risk and price risk) and 
operational   risk.   The  identification,  measurement,   monitoring   and 
management  of risks accordingly remain a key focus area for the Bank.  For 
credit  risk, distinct policies and processes are in place for  the  retail 
and  wholesale businesses. In the retail loan businesses, the credit  cycle 
is managed through appropriate front-end credit, operational and collection 
processes.   For  each  product,  programs  defining   customer   segments, 
underwriting  standards, security structure etc., are specified  to  ensure 
consistency of credit buying patterns. Given the granularity of  individual 
exposures,  retail credit risk is monitored largely on a  portfolio  basis, 
across  various products and customer segments. During the  financial  year 
ended  March 31, 2008 the Bank obtained an ISO 9001:2008  certification  of 
its retail asset underwriting. Last year, the second surveillance audit was 
conducted successfully at key locations and the certification was confirmed 
with  no  instances  of non-conformity.  For  wholesale  credit  exposures, 
management  of  credit  risk  is done  through  target  market  definition, 
appropriate credit approval processes, ongoing post-disbursement monitoring 
and  remedial management procedures. Overall portfolio diversification  and 
reviews also facilitate mitigation and management.

The  Risk Policy and Monitoring Committee of the Board monitors the  Bank's 
risk  management policies and procedures, vets treasury risk limits  before 
they  are  considered by the Board, and reviews portfolio  composition  and 
impaired credits.

As  of  March  31, 2011, the Bank's ratio of  gross  non-performing  assets 
(NPAs)  to gross advances was 1.05%. Net non-performing assets (gross  non-
performing  assets  less  specific  loan  loss  provisions,  Export  Credit 
Guarantee  Corporation  (ECGC)  claims received and provision  in  lieu  of 
diminution in the fair value of restructured assets) were 0.2% of  customer 
assets  as  of March 31, 2011. The specific loan loss provisions  that  the 
Bank   has  made  for  its  non-performing  assets  continue  to  be   more 
conservative than the regulatory requirement.

In  accordance with the guidelines issued by the Reserve Bank of  India  on 
Basel  II, your Bank migrated to the standardized approach for Credit  Risk 
and the Basic Indicator approach for operational risk in the financial year 
ended March 31, 2009. Through the year, your Bank has been continuing  work 
on  various initiatives which would enable it to comply with the  standards 
laid out for the more advanced capital approaches under Basel II. While the 
core systems which support such initiatives are more or less in place,  the 
Bank  has  been working towards testing the results  and  fine-tuning  such 
systems and plugging the gaps to meet the operational requirements for  the 
advanced approaches. This is a long process, which requires not only having 
the  quantitative  inputs  in  place, but also a  strong  culture  of  risk 
management  and  awareness  in the Bank, which rely  on  these  inputs  for 
decision making. The Bank has made reasonable progress in this regard.  The 
implementation  of  the Basel II framework is in harmony  with  the  Bank's 
objective of adopting best practices in risk management.

INTERNAL AUDIT AND COMPLIANCE

The Bank has Internal Audit and Compliance functions which are  responsible 
for  independently  evaluating the adequacy of all  internal  controls  and 
ensuring  operating  and business units adhere to  internal  processes  and 
procedures  as  well  as to regulatory and legal  requirements.  The  audit 
function also pro-actively recommends improvements in operational processes 
and  service  quality. To ensure independence, the audit department  has  a 
reporting line to the Chairman of the Board of Directors and the Audit  and 
Compliance  Committee of the Board and only a dotted line to  the  Managing 
Director.  To  mitigate  operational  risks, the  Bank  has  put  in  place 
extensive  internal  controls  including restricted access  to  the  Bank's 
computer  systems,  appropriate  segregation  of  front  and  back   office 
operations  and strong audit trails. The Audit and Compliance Committee  of 
the  Board  also  reviews  the performance  of  the  audit  and  compliance 
functions  and  reviews the effectiveness of controls and  compliance  with 
regulatory guidelines.

CORPORATE SOCIAL RESPONSIBILITY

Your  Bank  views  Corporate Social responsibility  as  its  commitment  to 
operate ethically and contributing to economic development while  improving 
the  quality  of  life  of  its employees as well  as  that  of  the  local 
communities  and  society at large. Pursuing a vision  towards  the  socio-
economic  empowerment  of  underprivileged  and  marginalized  sections  of 
society,  the Bank reiterates its commitment to support social  initiatives 
with a special focus on education and livelihood support.

The  major initiatives that your Bank has taken in this direction over  the 
last few years cover the following areas :

- Education

- Livelihood training and support

- Environmental sustainability

- Employee welfare, health and well being

- Employee engagement

Education Initiatives

School adoption project

This  is a public private partnership to ensure that children in  municipal 
schools  have  access  to quality education; the  program  provides  direct 
learning  inputs to slow learners through academic support  centers.  These 
centers  provide  children  with access to concept  based,  child  friendly 
focused  teaching  methods.  Teachers are  also  assisted  with  innovative 
teaching  methods and learning material. Your Bank is presently  supporting 
seven  schools in Mumbai covering 1,850 children; in addition the  Bank  is 
working with 10 schools in Pune on a reading program that covers over 5,000 
children.

Special educational sponsorships for the girl child

Girls  who  are  at  the  risk of dropping out  of  school  on  account  of 
affordability  and poor academic performance are identified  and  supported 
under  a  special sponsorship program. This program covers  their  material 
needs with regard to their education as well as provides them with academic 
support. Presently, this program covers 1,500 girls in Mumbai, Sheopur  and 
Chattisgarh.

Educational assistance

Under  this  program your Bank provides education support to  children  who 
have  dropped  out  of  school with an aim to  reintegrate  them  into  the 
mainstream  education  channels. Simultaneously, support classes  are  also 
conducted  in high risk areas to reduce dropouts and increase the level  of 
learning.  Over 1,000 children in Mumbai, Bangalore, Hyderabad and  Kolkata 
are being covered through this educational assistance program.

Pre-schools

The  Bank has initiated partnerships to operate pre-schools in areas  where 
there is a high concentration of out of school children. These are  focused 
predominantly towards first generation learners, the pre-primaries  prepare 
children  for schooling while at the same time counseling their parents  on 
the  importance  of  education.  On completion  of  the  pre-school  module 
children are enrolled into school. Your Bank currently reaches out to  over 
9,000 children in Mumbai, Delhi and Hyderabad under this program.

Financial Literacy

We believe that by inculcating sound economic practices in rural  children, 
we can tangibly demonstrate the power of the savings habit. This  financial 
education  program aims to inculcate practices in children that would  over 
time empower them with the right decision making skills in terms of  saving 
money,  making financial decisions based on real needs,  and  differentiate 
between  good and bad spending. Your Bank has tied up with 464  schools  in 
Maharashtra covering over 69,000 children through this program.

Livelihood Training and Support

With  the  economic  upliftment of the underprivileged in  mind,  the  Bank 
provides support for vocational training to individuals in order to  enable 
them  to have regular and sustainable income. Under this program your  Bank 
supports  non formal vocational and technical education programs in  trades 
such as welding, plumbing, electrical maintenance, mobile repair, tailoring 
etc. We also support training courses in making of paper bags, gel candles, 
wax candles, chef caps and courses on physiotherapy for visually challenged 
candidates.  Further  through onsite skills up-gradation courses  in  basic 
trades  related  to the construction industry, we are reaching out  to  the 
unorganized  sector  and  have provided training to over  2,650  youth  and 
women.

Your  bank has an active lending program wherein it focusses on lending  to 
customers  typically below the poverty line for income generation  purposes 
through  the  formation of self-help groups. The bank  believes  that  this 
lending  should  be  supported  with training  programs  that  nurture  the 
appropriate  skill sets as well as the provision of market linkages to  the 
primary  markets  in  order to ensure that the  livelihood  activities  are 
sustainable.

To  this effect your bank conducts capacity building and training  sessions 
that  focus on enhancing the skills of the borrowers, some of these in  the 
past have included basket weaving, agarbatti rolling etc. The bank also has 
in  place a program that assists in providing market linkages to  the  self 
help groups so that they can sell the products produced at a fair price and 
in  a  hassle  free  manner. In addition to the  above  the  bank  provides 
counselling to all the self help groups that it works with on the  benefits 
of the savings habit, wise investing habits etc.

Environmental Sustainability

Your  Bank  believes  in  taking responsibility  for  the  effects  of  its 
operations  in society and on the environment and this belief embodies  its 
approach  to  the  reduction  of  carbon  emissions.  Taking  forward  this 
commitment the Bank has undertaken the following projects :

Annual Foot-printing / Calculation of its carbon emissions

The Bank has developed and put in place a template to collate and calculate 
its  carbon  emissions  on  an annual basis.  This  provides  us  with  our 
emissions  regarding travel, electricity, paper and other utilities,  which 
then enables us to take efforts in specific areas in order for the Bank  to 
reduce the impact of its operations on the environment.

Carbon Disclosure Project

The Bank has been associated with the carbon disclosure project since 2007, 
adhering  to  their  disclosure practices, each year  we  have  strived  to 
improve the quality of reporting and the number of parameters that go  into 
the  disclosure. In the year 2010, your Bank registered as a  signatory  to 
the carbon disclosure project.

Carbon Management Awareness

Employees  are  made  aware of the importance of  conservation  of  natural 
resources  and  smart  resource management techniques  through  various  e-
mailers and other communications sent out periodically.

Sustainability Reporting

We  have  engaged consultants to create an in-house capability  for  triple 
bottom  line  /  sustainability reporting, based on  the  Global  Reporting 
Initiative  guidelines.  This  is a disclosure  tool  used  to  communicate 
important information regarding the organization and its performance across 
social, environmental, and economic parameters to stakeholders.

Green Initiative

In line with its commitment to green and sustainable development your  bank 
has  followed  green  principles in the construction  of  its  back  office 
premises  located in Mumbai. The building core and shell has been  designed 
and  implemented in lines with a LEED rating of 'gold'. All materials  used 
in the construction of the interiors of the building conform to green norms 
for  commercial premises. The operations of the premises consume less  than 
one watt per square foot of space. Indoor air quality is monitored  through 
Co2 control and sewage for the building is treated and recycled.

Employee Health, Welfare and Well Being

Your Bank has its people as one of its stated values. Keeping in line  with 
this we ensure equal opportunities, living wages, social security and  well 
being of our employees. Employee development is integral to the bank, which 
is  achieved  through  a range of training and  developmental  program  and 
activities.

Employee Participation

The Bank encourages employee participation at all levels to strengthen  its 
corporate social responsibility initiatives as well as inculcate a stronger 
sense of ownership amongst its employees of each of these initiatives.

Employee Payroll Giving

Employees are provided with an easy and convenient system to donate through 
the  employee  payroll giving. The donor enjoys the flexibility  of  choice 
with regards to the amount that they wish to donate and the cause that they 
wish  to  support. The Bank adds a matching amount to the  contribution  to 
endorse its support to the cause chosen by the employees.

Employee Volunteering

Employees  are an integral part of the Bank's social initiatives, they  are 
encouraged  to  participate in philanthropy work involving their  time  and 
skills in many possible ways. Employees can choose NGO partners they  would 
like to work with and the manner in which they would like to dedicate their 
time  and  skill. Your Bank's employees have increasingly  participated  in 
summer  camps; conducted english-speaking classes; collected  paper  waste, 
assisted in academic support programs, donated blood and so on.

With  its  focus on creating self-reliance and promoting education  in  the 
interiors  of  the  country, your Bank has been  able  to  make  meaningful 
differences  a small group of individuals through its many programs.  Going 
forward  we would like to look at CSR not as a stand-alone function but  as 
an ideology that is interwoven into every aspect of your Bank's operations.

FINANCIAL INCLUSION

Over  the  last  few  years, your Bank has been  working  on  a  number  of 
initiatives  to promote Financial Inclusion across identified  sections  of 
rural,  under-banked  and  un-banked consumers.  These  initiatives  target 
segments  of  the population that have limited or no access to  the  formal 
banking system for their basic banking and credit requirements, by building 
a  robust and sustainable model that provides relevant services and  viable 
and  timely  credit that ultimately results in economically  uplifting  its 
customers.  The Banks financial inclusion initiatives have been  integrated 
across  its  various businesses, across product groups. By March  31,  2014 
your  Bank will endeavor to bring 10 million households currently  excluded 
from basic banking services under the fold of this program.

Rural Initiative

The Bank has a number of its branches in rural and under-banked  locations. 
In  these branches the Bank offers products and services such  as  savings, 
current,  fixed  & recurring deposits, loans,  ATM  facilities,  investment 
products  such as mutual funds and insurance, electronic  funds  transfers, 
drafts and remittances etc. The Bank also leverages some of these  branches 
as  hubs  for other inclusion initiatives such as direct linkages  to  self 
help groups and to promote mutual guarantee micro-loans, POS terminals  and 
information  technology  enabled kiosks, as well as other  ICT  initiatives 
such  as  mobile  banking in these locations. The Bank  covers  over  4,000 
villages in the country through various distribution set ups, these include 
branches  and business correspondents. Over half of the above villages  are 
those  having  a  population of less than 2,000 that  have  typically  been 
financially excluded from the formal banking sector.

A  number of retail credit products such as two-wheeler loans,  car  loans, 
mortgages etc. that are consumption products in urban centers happen to  be 
means  of income generation for rural consumers. Apart from loans  directly 
linked  to agriculture such as pre and post harvest credit, there are  many 
other  credit  products that the Bank uses to aid financial  betterment  in 
rural  locations.  The Bank has extended provision of its retail  loans  to 
large  segments of the rural population where the end use of  the  products 
acquired (by availing our loans) is used for income generating  activities. 
For  example,  loans for tractors, commercial vehicles, two  wheelers  etc. 
supplement  the  farmer's  income by improving  productivity  and  reducing 
expenses.

No Frills Savings Accounts

A  savings  account is the primary requirement for the provision  of  other 
banking  services;  the  account promotes the  habit  of  saving,  provides 
security, and inculcates confidence among the target segment in the banking 
sector.

The Bank provides 'No Frills' savings accounts through all its branches  as 
a  stepping stone towards financial inclusion. These accounts  are  offered 
only  to customers who do not have any other bank account  (are  un-banked) 
and  who  are either beneficiaries of a government welfare scheme  or  have 
annual incomes less than a defined threshold (constitute the bottom of  the 
economic pyramid). Apart from the basic no frills savings account your Bank 
also offers these segments other accounts such as no frills salary accounts 
and  limited  KYC  accounts. Your Bank has been empanelled  by  the  unique 
identification authority of India in 444 districts of the country  allowing 
citizens  to  open small savings accounts with your Bank in  a  convenient, 
hassle free manner at the time of registration for the 'Aadhar'.

Loans to Self Help Groups and Mutual Guarantee Micro loans

Your  Bank  has  been working with  various  non  government  organizations 
(appointing  them  as business correspondents) in order to  cover  a  wider 
consumer  base than that it could have reached through its branch  network. 
The NGOs that the Bank partners work with the objective of providing credit 
for income generation activities, (often by providing training,  vocational 
guidance  and  marketing  support  to  their  members).  Leveraging   their 
distribution, credit expertise and on-ground knowledge, the Bank funds self 
help  groups.  Over the last one year the Bank has accelerated  its  direct 
linkage  program  to self-help groups, under this program the  Bank  itself 
works  at the grass root level with women in villages,  conducts  financial 
literacy  programs,  forms groups and then funds these  groups  for  income 
generation activities. Till date the Bank has lent to over 54,000 self help 
groups  covering approximately 8 lakh households. Your Bank also  disburses 
loans to its rural customers under the mutual guarantee micro loan product. 
This product works on the principle of group guarantees and provides  clean 
(not backed by any collateral) loans to the borrowers based on a  guarantee 
by other borrowers.

Agriculture and Allied Activities

A  large portion of India's un-banked population relies on  agriculture  as 
the  main source of livelihood. We believe provision of credit to  marginal 
farmers  through various methods that your Bank has employed  replaces  the 
traditional money lending channel, while at the same time providing  income 
generating  activities. The Bank provides various loans to farmers  through 
its  suite of specifically designed products such as the Kisan  Gold  Card, 
tractor and cattle loans etc. In addition the Bank offers post-harvest cash 
credit,  warehouse  receipt financing and bill  discounting  facilities  to 
mandi  (markets for grain and other agricultural produce) participants  and 
farmers.  These  facilities enable the mandi participants  to  make  timely 
payments  to farmers. The Bank carries out this business through  over  200 
branches that are located in close proximity to mandis.

The Bank targets specific sectors to capture supply chain of certain  crops 
from  the  production  stage  to the sales stage. On  the  basis  of  these 
cashflows, your Bank is able to finance specific needs of the farmers. This 
is  further  supported  by using business correspondents  closer  to  their 
respective  locations  and  helping them to create a  savings  and  banking 
habit.  This model has currently been implemented with dairy and  sugarcane 
farmers.

The  initiative  currently  underway  includes  the  appointment  of  dairy 
societies  and sugarcane co-operatives as business correspondents,  through 
whom  the  Bank  opens accounts of individual  farmers  attached  to  these 
societies.  The  societies route all payments to the farmers  through  this 
account.

Small and Micro Enterprises

One  of the means to financial inclusion is by supporting small  and  micro 
enterprises   which  in  turn  provide  employment  opportunities  to   the 
financially  excluded. Though indirect, we believe this model may  in  many 
instances  be  more  effective  than providing  subsidies  that  are  often 
unsustainable, or never reach the intended beneficiary.

The Bank offers complete banking solutions to micro, small and medium scale 
enterprises  across industry segments including  manufacturers,  retailers, 
wholesalers / traders and services. The entire suite of financial  products 
including  cash credit, overdrafts, term loans, bills  discounting,  export 
packing credit, letter of credit, bank guarantees, cash management services 
and other structured products are made available to these customers.

Gold Loans

Gold loans are the simplest and most effective means of unlocking the value 
of  the widest held security in India. The Bank offers loans  against  gold 
jewellery  to  its  customers at interest rates that are fair  in  a  quick 
hassle  free  manner. A number of these loans are  availed  by  housewives, 
small  entrepreneurs and farmers both for income generation  activities  as 
well  as  for emergency needs. This product provides  customers  with  easy 
credit  as  and when they need it without their having to resort  to  loans 
disbursed by local money lenders typically at usurious rates of interest.

Promoting Financial Awareness

In  addition to providing various products and services to the  financially 
excluded, that Bank believes that imparting education and training to these 
target  segments  is equally essential to ensure  transparency  and  create 
awareness.  To  this  effect the Bank has put  in  place  various  training 
programs,  these are conducted by Bank staff in local languages  and  cover 
not  only the customers but also various intermediaries such as the  Bank's 
business  correspondents. Through these programs the Bank  provides  credit 
counseling  and  information  on  parameters  like  savings  habit,  better 
utilization  of savings, features of savings products, credit  utilization, 
asset creation, insurance, income generation program etc.

HUMAN RESOURCES

The  total  number of employees of your bank were 55,752 as  of  March  31, 
2011. The Bank continued to focus on training its employees, both on -  the 
-  job  as  well as through training programs  conducted  by  internal  and 
external faculty. The Bank has consistently believed that broader  employee 
ownership  of  its  shares has a positive impact  on  its  performance  and 
employee motivation.

HDFC  Bank  lists  'people'  as one of its stated  core  values.  The  Bank 
believes in empowering its employees and constantly takes various  measures 
to achieve this.

STATUTORY DISCLOSURES

The  information required under Section 217(2A) of the Companies Act,  1956 
and  the  rules  made there under as ammended, are given  in  the  annexure 
appended  hereto  and  forms  part of this  report.  In  terms  of  section 
219(1)(iv)  of  the  Act, the Report and Accounts are  being  sent  to  the 
shareholders  excluding the aforesaid annexure. Any shareholder  interested 
in obtaining a copy of the said annexure may write to the Company Secretary 
at  the Registered Office of the Bank. The Bank had 55,752 employees as  on 
March  31, 2011. 84 employees employed throughout the year were in  receipt 
of remuneration of more than Rs. 60 lacs per annum and 8 employees employed 
for  part  of the year were in receipt of remuneration of more than  Rs.  5 
lacs per month.

The provisions of Section 217(1)(e) of the Act relating to conservation  of 
energy  and technology absorption do not apply to your Bank. The Bank  has, 
however, used information technology extensively in its operations.

The  report on Corporate Governance is annexed herewith and forms  part  of 
this report.

The  Ministry  of  Corporate  Affairs  has  issued  'Corporate   Governance 
Voluntary  Guidelines'  in  December  2009.  While  these  guidelines   are 
recommendatory in nature, the Bank has adopted most of these guidelines  as 
detailed  in  the Corporate Governance Report. The Bank  will  examine  the 
possibilities  of  adopting  the remaining  guidelines  in  an  appropriate 
manner.

RESPONSIBILITY STATEMENT

The Board of Directors hereby state that:

i)  In  the preparation of the annual accounts, the  applicable  accounting 
standards  have  been followed along with proper  explanation  relating  to 
material departures;

ii) We have selected such accounting policies and applied them consistently 
and  made judgments and estimates that are reasonable and prudent so as  to 
give  a true and fair view of the state of affairs of the Bank as on  March 
31, 2011 and of the profit of the Bank for the year ended on that date;

iii)  We  have  taken proper and sufficient care  for  the  maintenance  of 
adequate  accounting  records  in accordance with  the  provisions  of  the 
Companies  Act,  1956  for  safeguarding the assets of  the  Bank  and  for 
preventing and detecting frauds and other irregularities; and

iv) We have prepared the annual accounts on a going concern basis.

DIRECTORS

Mr.  Ashim  Samanta will retire by rotation at the ensuing  Annual  General 
Meeting and is eligible for re-appointment.

Mr.  C.M. Vasudev, who has been a Director of the Bank since October  2006, 
has been appointed as the Chairman of the Bank with effect from August  26, 
2010  with  the  approval of the Reserve Bank of India for a  period  of  3 
years.  The  Reserve  Bank  of India has  also  granted  approval  for  the 
remuneration  payable  to him. The approval of the  shareholders  is  being 
sought  at  the ensuing Annual General Meeting for the  appoinment  of  the 
Chairman and remuneration payable to him.

Mr. Partho Datta, Mr. Bobby Parikh and Mr. Anami N Roy have been  appointed 
as  additional directors by the Board during the year and they  shall  hold 
office up to the conclusion of the ensuing Annual General Meeting. The Bank 
has  received  notices pursuant to Section 257 of the Companies  Act,  1956 
from  some  of  its shareholders proposing the candidature  of  Mr.  Partho 
Datta, Mr. Bobby Parikh and Mr. Anami N Roy as Directors of the Bank at the 
ensuing Annual General Meeting.

Mrs.  Renu  Karnad  retired  as a Director of the  Bank  in  July  2010  on 
completion  of  a  tenure of eight years as  permitted  under  the  Banking 
Regulation  Act, 1949. Mrs. Karnad has been re-appointed as  an  additional 
director  in  January  2011  in accordance  with  the  relevant  applicable 
guidelines  of  the Reserve Bank of India, subject to the approval  of  the 
shareholders. The Bank has received a notice pursuant to Section 257 of the 
Companies  Act, 1956 from a shareholder proposing the candidature  of  Mrs. 
Karnad as a Director at the ensuing Annual General Meeting.

Mr.  Jagdish Capoor retired as the Chairman of the Board with  effect  from 
the close of business hours on July 05, 2010. Mr. Gautam Divan retired as a 
Director of the Bank with effect from July 22, 2010 on attaining the age of 
70  as  prescribed by the Reserve Bank of India. Mr. Arvind Pande  and  Mr. 
Keki  Mistry ceased to be directors of the Bank with effect from the  close 
of  business hours on January 14, 2011 and March 26, 2011  respectively  on 
completing  the  permitted tenure of eight years as Directors  as  per  the 
Banking Regulation Act, 1949.

Your Directors would like to place on record their sincere appreciation  of 
the contributions made by Mr. Jagdish Capoor, Mr. Gautam Divan, Mr.  Arvind 
Pande and Mr. Keki Mistry during their tenure as Directors of the Bank.

The brief resume / details relating to Directors who are to be appointed  / 
re-appointed are furnished in the report on Corporate Governance.

AUDITORS

The  Auditors,  M/s. BSR & Co., Chartered Accountants will  retire  at  the 
conclusion  of the forthcoming Annual General Meeting and are eligible  for 
re-appointment.  Members are requested to consider their re-appointment  on 
remuneration  to  be decided by the Audit and Compliance Committee  of  the 
Board.

ACKNOWLEDGEMENT

Your  Directors would like to place on record their gratitude for  all  the 
guidance and co-operation received from the Reserve Bank of India and other 
government and regulatory agencies. Your Directors would also like to  take 
this  opportunity  to  express their appreciation for  the  hard  work  and 
dedicated efforts put in by the Bank's employees and look forward to  their 
continued contribution in building a World Class Indian Bank.

                                   On behalf of the Board of Directors 

                                   C.M. Vasudev
Mumbai, April 18, 2011             Chairman.

Annexure to Directors' Report for the year ended March 31, 2011 

EMPLOYEES' STOCK OPTIONS

Details  of  the stock options granted, vested,  exercised,  forfeited  and 
lapsed during the year under review are as under :

Scheme(s)                   A          B        C        D           E

ESOP IV                  358.60        -        -      58600         -

ESOP V                   366.30        -        -      20700         -

ESOP VI                  362.90        -        -      25400         -

ESOP VII                 630.60        -        -     625900         -

ESOP VIII                994.85        -        -     717700         -

ESOP IX                  994.85        -        -     786200         -

ESOP X                  1098.70        -        -     222000         -

ESOP XI                 1098.70        -        -     437600         -

ESOP XII                1098.70        -        -    2048400         -

ESOP XIII               1126.45        -   626500     313500         -

ESOP XIV                1446.10        -  5276250    1597750     69500

ESOP XV                 1704.80        -  1695250      75300    120000

ESOP XVI                2200.80  6593500        -          -     20000

eCBoP Key ESOP           116.00        -        -          -         -

eCBoP 2004 - 
Scheme 1                 565.50        -        -        521         -

eCBoP 2004 - 
Scheme 2                 442.25        -        -       6303         -

eCBoP 2004 -             
Scheme 3                 442.25        -        -       1104         -

eCBoP 2004 - 
Scheme 4                 442.25        -        -        893         -

eCBoP 2004 - 
Scheme 5                 536.50        -        -      33094         -

eCBoP 2004 - 
Scheme 6                 536.50        -        -       2441         -

eCBoP 2004 - 
Scheme 7                 593.05        -        -      41457         -

eCBoP 2004 - 
Scheme 8                 859.85        -        -      52767         -

eCBoP 2007 - 
Scheme 1                1162.90        -        -     306699         -

eCBoP 2007 - 
Scheme 2                1258.60        -        -     108083         -

Total                            6593500  7598000    7482412    209500

Scheme(s)                        F          G

ESOP IV                        3500       37900

ESOP V                         6000        6900

ESOP VI                        3600       17000

ESOP VII                       1600      663700

ESOP VIII                     10500     1130300

ESOP IX                        5600      705700

ESOP X                            -      248200

ESOP XI                           -      531300

ESOP XII                          -     2293000

ESOP XIII                         -      880500

ESOP XIV                     103250     3575250

ESOP XV                           -     1619950

ESOP XVI                          -     6573500

eCBoP Key ESOP                    -       64816

eCBoP 2004 - 
Scheme 1                         39         868

eCBoP 2004 - 
Scheme 2                          -        8238

eCBoP 2004 -           
Scheme 3                          -        1415

eCBoP 2004 - 
Scheme 4                          -        3917

eCBoP 2004 - 
Scheme 5                          -       69116

eCBoP 2004 - 
Scheme 6                        173       12506

eCBoP 2004 - 
Scheme 7                          -       98430

eCBoP 2004 - 
Scheme 8                       1295       58066

eCBoP 2007 - 
Scheme 1                      60149      409782

eCBoP 2007 - 
Scheme 2                      52757      148851

Total                        248463    19159205

A = Exercise Price (Rs.)
B = Options Granted
C = Options Vested
D = Options Exercised & Shares Allotted*
E = Options Forfeited
F = Options Lapsed
G = Total Options in Force as on March 31, 2011

*One (1) share would arise on exercise of (1) stock option. 

Other details are as under :

Money   realized  by  exercise   of     The  Bank  received Rs.  7,48  lacs
options                                 towards   share  capital  and   Rs.
                                        820,68  lacs towards share  premium
                                        on   account  of  7,482,412   stock
                                        options   exercised  and   allotted
                                        during the year under review.      
 
Pricing Formula for ESOS XVI            Closing  market price on the  stock
                                        exchange  where  there  is  highest
                                        trading  volume on the  immediately
                                        preceding  working day of the  date
                                        of grant.                          
 
Details of options granted to :         Name                Options Granted

i.  Directors &  Senior  managerial     Aditya Puri                  90,000
personnel                     
                                        Paresh Sukthankar            60,000

                                        Harish Engineer              60,000

                                        Rahul Bhagat                 40,000
     
                                        Kaizad Bharucha              40,000

                                        Abhay Aima                   40,000

                                        Anil Jaggia                  40,000

                                        Sashi Jagdishan              40,000

                                        Rajan Ananthanarayan         40,000

                                        Pralay Mondal                40,000

                                        Navin Puri                   40,000

                                        Ashish Parthasarthy          40,000

                                        Jimmy Tata                   40,000

                                        Bhavesh Zaveri               40,000

ii.  Other employee who receives  a     None
grant  in  any one year  of  option 
amounting  to 5% or more of  option 
granted during that year

iii. Identified employees who  were     None
granted  option,  during  any   one 
year,  equal to or exceeding 1%  of 
the   issued   capital   (excluding 
outstanding      warrants       and 
conversions) of the company at  the 
time of grant

Diluted  Earnings Per  Share  (EPS)     The   Diluted  EPS  of   the   Bank
pursuant  to  issue  of  shares  on     calculated  after  considering  the
exercise  of option  calculated  in     effect  of potential equity  shares
accordance with Accounting Standard     arising  on account of exercise  of
(AS) - 20 (Earnings Per Share).         options is Rs. 84.03               

Where  the company  has  calculated     Had  the Bank followed  fair  value
the   employee  compensation   cost     method  for  accounting  the  stock
using  the intrinsic value  of  the     option  compensation expense  would
stock   options,   the   difference     have   been  higher   by   Rs.334.2
between  the employee  compensation     crores.  Consequently profit  after
cost  so computed and the  employee     tax  would have been lower  by  Rs.
compensation  cost that shall  have     223.2  crores and the basic EPS  of
been recognized if it had used  the     the  Bank would have been  Rs.80.19
fair value of the options, shall be     per  share  (lower by  Rs.4.83  per
disclosed.   The  impact  of   this     share)  and the Diluted  EPS  would
difference on profits and on EPS of     have been Rs.79.25 per share (lower
the    company   shall   also    be     by Rs. 4.78 per share)             

disclosed.

Weighted-average  exercise   prices     The  weighted average price of  the
and weighted-average fair values of     stock  options  exercised  is   Rs.
options    shall    be    disclosed     1,106.8  and the  weighted  average
separately   for   options    whose     fair value is Rs. 389.2            
exercise  price  either  equals  or 
exceeds or is less than the  market 
price of the stock options.

A  description  of the  method  and     The  Securities Exchange  Board  of

significant assumptions used during     India  (SEBI)  has  prescribed  two
the  year  to  estimate  the   fair     methods   to  account   for   stock
values  of options, at the time  of     grants;  (i)  the  intrinsic  value
grant   including   the   following     method; (ii) the fair value method.
weighted-average information:           The Bank adopts the intrinsic value
                                        method  to  account for  the  stock
                                        options it grants to the employees.
                                        The  Bank also calculates the  fair
                                        value  of  options at the  time  of
                                        grant,  using internally  developed
                                        and tested model with the following
                                        assumptions:                       

i. Risk-free interest rate,             7.53% to 7.62%

ii. Expected life,                      1-6 years.

iii. Expected volatility,               30%

iv. Expected dividends, and             0.55%

v.  The  price  of  the  underlying     The per share market price was  Rs.
share  in  market at  the  time  of     2,200.80  at the time of  grant  of

option grant                            options under ESOS XVI.