Dhanlaxmi Bank

DHANLAXMI BANK LIMITED
Registered Office: Dhanalakshmi Buildings

Naickanal, Thrissur 680 001.
NOTICE
Notice is hereby given that the 88th Annual General Meeting of
the Shareholders of Dhanlaxmi Bank Limited will be held at
Vadakke Samooha Madom, Shornur Road, Thrissur on Tuesday,
September 29, 2015 at 10:00 am to transact the following
business:
ORDINARY BUSINESS
1.
2.
To receive, consider and adopt the Banks Audited Balance

Sheet as at 31st March, 2015 and the Profit & Loss Account
for the year ended on that date together with the reports of
the Board of Directors and Auditors thereon.
3.
(ii)
M/s. Sankar & Moorthy, Chartered Accountants,

Calicut
(iii)
M/s. Sridhar & Co., Chartered Accountants,

Thiruvanathapuram
The Bank has sought approval from Reserve Bank of India

for appointment of any one of the above firms as the
Statutory Central Auditors of the Bank for the period
commencing from the conclusion of this Annual General
Meeting until the conclusion of the next Annual General
Meeting on such remuneration as shall be decided by
the Board of Directors.
Resolved that pursuant to the provisions of Sections 139,
142 and other applicable provisions, if any, of the
Companies Act, 2013 read with the underlying rules viz
Companies (Audit and Auditors) Rules, 2014 as may be
applicable and the Banking Regulation Act, 1949
(including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) and the Rules, Circulars
and Guidelines issued by the Reserve Bank of India, from
time to time, any one of the following be and is hereby
appointed as Statutory Central Auditors of the Bank for the
period commencing from the conclusion of this Annual
General Meeting until the conclusion of the next Annual
General Meeting of the Bank, subject to approval of Reserve
Bank of India, on such remuneration as shall be decided
by the Board of Directors.
(ii)
M/s. Sankar & Moorthy, Chartered Accountants,

Calicut
(iii)
M/s. Sridhar & Co., Chartered Accountants,

Thiruvanathapuram
To consider and if thought fit to pass, with or without

modifications, the following resolution as an ordinary
resolution:Resolved that in accordance with the provisions of Sections
149, 152, 160 and other applicable provisions, if any, of
the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014
and other applicable rules, if any, Section 10A and other
applicable provisions of the Banking Regulation Act, 1949
(including any statutory modification(s) or re-enactment
and Guidelines issued by the Reserve Bank of India,
Dr. Lakshmy Devi K R (DIN 07003258) who was appointed
as a Director pursuant to Sections 149 & 161 (1) of the
Companies Act, 2013 and who holds office upto the date
of this Annual General Meeting and in respect of whom
the Bank has received a notice in writing, proposing her
candidature for the office of director, be and is hereby
appointed as an Independent Director of the Bank in the
Majority Sector from September 29, 2015 and that she
shall hold office upto May 26, 2020 and further that she
shall not be liable to retire by rotation.
The present Statutory Central Auditors M/s Sagar and

Associates, Chartered Accountants, Hyderabad, vacate
office at this Annual General Meeting and are not seeking
reappointment. The following three firms of Chartered
Accountants have submitted their application for
appointment as Statutory Central Auditors of the Bank:M/s. K. Venkatachalam Aiyer & Co., Chartered
Accountants, Kochi
M/s. K. Venkatachalam Aiyer & Co., Chartered

Accountants, Kochi
SPECIAL BUSINESS
To appoint Statutory Central Auditors and to authorize the

Board to fix their remuneration:-
(i)
(i)
4.

modifications, the following resolution as an ordinary
resolution:Resolved that in accordance with the provisions of Sections
149, 152, 160 and other applicable provisions, if any, of
the Companies Act, 2013 read with the Companies
thereof for the time being in force) and the Rules,
Circulars and Guidelines issued by the Reserve Bank of
India, Mr. B. Ravindran Pillai (DIN 00944821) who was
appointed as a Director pursuant to Sections 149 &
161 (1) of the Companies Act, 2013 and who holds
office upto the date of this Annual General Meeting and
in respect of whom the Bank has received a notice in writing,

proposing his candidature for the office of director, be and
is hereby appointed as a Non Independent Director of the
Bank in the Minority Sector and further that he shall be
liable to retire by rotation.
5.

modification, the following resolution as a special
resolution:Resolved that pursuant to the provisions of Sections 149,
Companies Act, 2013 read with the Companies
Mr. P. Mohanan (DIN 01463603) be and is hereby
reappointed as an Independent Director of the Bank in
the Majority Sector with effect from October 1, 2015 and
that he shall hold office upto April 19, 2018 and further that
he shall not be liable to retire by rotation.
6.

Mr. Chella K. Srinivasan (DIN 01460198) be and is hereby
reappointed as an Independent Director of the Bank in
the Majority Sector with effect from October 1, 2015 and
that he shall hold office upto September 30, 2020 and
further that he shall not be liable to retire by rotation.
7.

Mr. K. Jayakumar (DIN 01955260) be and is hereby
reappointed as an Independent Director of the Bank in the
Majority Sector with effect from October 1, 2015 and that he
shall hold office upto September 30, 2020 and further that
he shall not be liable to retire by rotation.
8.
Resolved that pursuant to the provisions of Sections 139

and Section 143(8) of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014 and other
applicable rules, if any, the applicable provisions of the
Banking Regulation Act, 1949 (including any statutory
modification(s) or re-enactment thereof for the time being
in force) and the Rules, Circulars and Guidelines issued by
the Reserve Bank of India, Board of Directors be and is
hereby authorized to arrange for the audit of the Banks
branches for the financial year 2015-16 and to appoint
branch auditors in consultation with the Statutory Central
Auditors and to fix their remuneration.

modification, the following resolution as an ordinary
resolution:-
9.

modification, the following resolution as a Special
Resolution:
Resolved that pursuant to the provisions of Section 62(1)(c)
and all other applicable provisions, if any, of the
Companies Act,2013 and rules made thereunder
including any statutory modification or re-enactment
thereof for the time being in force (the Act), the Banking
Regulation Act, 1949 as amended, Foreign Exchange
Management Act, 1999 (FEMA), as amended, Foreign
Exchange Management (Transfer or Issue of Security by a
Person Resident Outside India) Regulations, 2000, as
amended, the Issue of Foreign Currency Convertible Bonds
and Ordinar y Shares (through Depositor y Receipt
Mechanism) Scheme, 1993, as amended, the Depository
Receipts Scheme, 2014, as amended, Rules, Regulations,
Guidelines, Notifications and circulars, if any, prescribed
by the Government of India, Reserve Bank of India,
Securities and Exchange Board of India(SEBI) including
the SEBI (Issue of Capital and Disclosure Requirements)
Regulations 2009, as amended (the ICDR Regulations)
or any other competent authority, whether in India or
abroad, from time to time, to the extent applicable
including the applicable provisions of listing agreements
(Listing Agreement ) entered into with the stock
exchanges where the equity shares of the face value of
Rs. 10/- each (Equity Shares) are listed (Stock Exchanges)
and in accordance with the relevant provisions of the
Memorandum and Articles of Association of Dhanlaxmi
Bank Ltd (the Bank) and subject to all necessar y
approvals, consents, permissions and / or sanctions of the
Ministry of Finance (Department of Economic Affairs) and
of Ministry of Industry (Foreign Investment Promotion Board/
Secretariat for Industrial Assistance) Government of India
(GOI), Reserve Bank of India (RBI), Securities and Exchange
Board of India (SEBI), Stock Exchanges (SEs), financial
institutions, lenders and all other appropriate and/or
relevant / concerned authorities in India and other
applicable countries (herein after referred to as the Requisite
Approvals) and subject to such conditions and
modifications as may be prescribed by any of them while
granting any such approvals and sanctions and which may
be agreed to by the Board of Directors of the Bank (the Board)
(which term shall be deemed to include any Committee(s)
constituted/to be constituted by the Board to exercise its
power including the powers conferred on the Board under this
resolution), the consent, authority and approval of the

shareholders of the Bank, be and is hereby accorded to
the Board to create, offer, issue and allot (including with
provision for reservation on firm allotment and/or
competitive basis of such part of issue and for such
categories of persons as may be permitted by law then
applicable) from time to time in one or more tranches with
or without a green shoe option, by way of a rights issue to
the existing members of the Bank whether resident or nonresident, rights -cum-public issue, public issue, private
placement, preferential issue, Qualified Institutional
Placement (QIP), in Indian and/or International markets or
combination thereof of Equity Shares or through an
issuance of Global Depository Shares (GDSs)/ Global
Depository Receipts (GDRs) / American Depository Receipts
(ADRs) / Foreign Currency Convertible Bonds (FCCBs)
representing Equity Shares and/ or Debentures or Bonds
convertible into equity shares whether fully or partly and
whether compulsorily or at the option of the Bank or the
holders thereof and/or any security linked to equity shares
and/or all or any of the aforesaid securities with or without
detachable or non-detachable warrants, (hereinafter
collectively referred to as the Securities) to all eligible
investor, including resident Indian individuals, bodies
corporate, societies, trusts, non-residents, Qualified
Institutional Buyers (QIBs), stabilization agents, foreign
investors (whether institutions and/or incorporated bodies
and/or individuals and/or trusts and/ or otherwise), Foreign
Institutional Investors (FIIs), Foreign Corporate Bodies (FCBs)/
Companies/Mutual funds/ Pension Funds/ Venture Capital
Funds/ Banks, whether Indian or foreign and such other
persons or entities whether or not such investors are
members of the Bank, to all or any other category of
investors who are authorized to invest in equity shares of
the Bank as per extant regulations/guidelines or any
combination of the above as may be deemed
appropriate by the Bank through one or more offer
prospectus and /or letter of offer or circular or such other
document and/or on private placement basis, at such
time or times, at such price or prices and on such terms
and conditions considering the prevailing market
conditions and other relevant factors wherever necessary,
for amount in nominal value not exceeding in the
aggregate Rs.50 crore (Rupees Fifty crore only) or its
equivalent amount in such foreign currencies as may be
necessary with any premium and Green Shoe Option
attached thereto, in one or more tranches, as may be
deemed appropriate by the Board or Committee of
Directors in such form and manner and on such terms
and conditions like price or prices, premium, interest or
additional interest, number of securities to be issued, face
value, number of equity shares to be allotted on
conversion/redemption/extinguishment of debt(s), rights
attached to the warrants, period of conversion, fixing of
record date or book closure terms of green shoe options, if
any, exercised by the Bank and where in and all other
connected matters.
Resolved further that the securities issued in foreign markets
shall be deemed to have been made abroad and/or in
the market and/ or at the place of issue of the Securities in
the international market and may be governed by

applicable foreign laws.
Resolved further that in case of issue and allotment of
Securities by way of Qualified Institutions Placement (QIP)
to Qualified Institutional Buyers (QIBs) in terms of Chapter
VIII of the SEBI ICDR Regulations:
(I)
the allotment of the Equity Shares, or any

combination of the Equity Shares as may be
decided by the Board shall be completed within 12
months from the date of this resolution or such other
time as may be allowed under the SEBI ICDR
Regulations from time to time.
(II)
the Equity Shares issued shall rank pari passu in all

respects including entitlement to dividend with the
existing Equity Shares of the Company in all respects
as may be provided under the terms of issue and in
accordance with the placement document(s).
(III)
the relevant date for the purpose of pricing of the

Equity Shares to be issued, if issued pursuant to
Chapter VIII of the SEBI ICDR Regulations and/or other
applicable regulations, shall be the date of the
meeting in which the Board or Committee of Directors
duly authorized by the Board decides to open the
proposed issue of Equity Shares, subsequent to the
receipt of members approval in terms of provisions
of Companies Act, 2013 and other applicable laws,
rules, regulations and guidelines in relation to the
proposed issue of the Equity Shares;
(IV)
The Board may, at its absolute discretion, issue Equity

Shares at a discount of not more than five percent
or such other discount as may be permitted under
applicable regulations to the floor price as
determined in terms of the SEBI (ICDR) Regulations,
2009, subject to the provisions of Section 53 of the
Companies Act, 2013.
(V)
The issue and allotment of Equity Shares shall be

made only to QIBs within the meaning of SEBI
Regulations, such Equity Shares shall be fully paidup on its allotment, which shall be completed within
12 months from the date of this resolution approving
the proposed issue or such other time as may
allowed by the SEBI Regulations, from time to time;
(VI)
the allotment to each Qualified Institutional Buyer

(QIB) in the proposed QIP issue will not exceed 5% of
the post issue paid-up capital of the Bank.
(VII)
The Equity Shares shall not be eligible to be sold for

a period of 1 year from the date of allotment, except
on a recognized stock exchange or except as may
be permitted from time to time by the SEBI ICDR
Regulations;
(VIII) The total amount raised in such manner should not,

together with the over allotment option exceed five
times the net worth of the Bank as per the audited
Balance Sheet of the previous financial year.
Resolved further that without prejudice to the generality of

the above and subject to applicable laws and subject to
Requisite Approvals including any conditions as may be
prescribed while granting such approval or permissions by
such governmental authority or regulatory institution, the
aforesaid Securities may have such features and attributes
or any terms or combination of terms that provide for the
tradability and free transferability thereof in accordance with
the prevailing practices in the capital markets including but
not limited to the terms and conditions for issue of additional
Securities.
Resolved further that, subject to compliance of all
applicable provisions of the Companies Act, 2013, the
applicable provisions of the Companies Act, 1956, the
Foreign Exchange Management Act, 2000, and the rules,
circulars and guidelines issued thereunder from time to
time, including the Foreign Exchange Management
(Transfer or Issue of Security to a person resident outside
India) Regulations, 2000, as amended, the Consolidated
FDI Policy Circular of 2015, as amended, issued by the
Department of Industrial Policy and Promotion, Ministry of
Commerce and Industry, Government of India, from time
to time, Securities Contracts (Regulation) Act, 1956 (SCRA),
the SEBI ICDR Regulations, the regulations, guidelines,
circulars issued by the Reserve Bank of India, the Listing
Agreements and any other applicable provisions of law if
any, the Board, any of the Directors, any member of the
duly authorized committee, Managing Director & CEO and
Chief Financial Officer are jointly and severally authorised,
on behalf of the Bank to make necessary applications,
letters, filings to any Regulatory Authority, including the
Reserve Bank of India, Foreign Investment Promotion Board,
as may be required for the purpose of giving effect to the
foregoing;
Resolved further that for the purpose of giving effect to the
foregoing and without being required to seek any further
consent or approval of the members of the Bank, the
members shall be deemed to have given their approval
thereto expressly by the authority of this resolution to the
Board or Committee of Directors and the Board or
Committee of Directors be and is hereby authorized for
and on behalf of the members of the Bank:
a)
b)
To appoint, enter into and execute all such

arrangements, as the case may be, with any lead
managers, merchant bankers, managers,
underwriters, bankers, financial institutions, solicitors,
advisors, guarantors, depositories, registrars, transfer
agents, custodians, trustees, lawyers, chartered
accountants, company secretaries, experts in
banking industry, consultants, book runners and such
other intermediaries (the Agencies) as may be
necessary and to remunerate any of the agencies
in any manner including payment of commission,
brokerage or fee for their services or otherwise and
reimburse expenses that may be incurred by them
in relation to their services to the Bank.
To issue, directly or through any agency duly
authorised depository receipt(s) / certificates of shares
or other securities to afford a proper title to the holder
thereof and to enable such holder to trade in the

securities or underlying securities as such person may
require to the extent lawfully permitted in India or in
any other country where the securities have been
issued subject to statutory regulations in India or in
any other country and in accordance with the norms
and practices prevailing in India or any other
country.
c)
To issue and allot such number of equity shares as

may be required to be issued and allotted upon
conversion of any Securities or as may be necessary
in accordance with the terms of the offering, all such
further equity shares ranking pari passu with the
existing equity shares of the Bank in all respects except
provided otherwise under the terms of issue of such
securities and in the offer document.
d)
To approve offer document, circulars, notice and

such other documents (including amending, varying
or modifying the same, as may be considered
desirable or expedient) as finalized in consultation
with the lead managers, underwriters, and/ or
advisors in accordance with applicable laws, rules,
regulations and guidelines and to take decisions to
open the issue, decide bid opening and closing
date, the issue price, the number of Equity Shares to
be allotted and the basis of allotment of Shares.
e)
To dispose of the unsubscribed portion of the shares

or securities to such person(s) and in such manner
and on such terms as the Board may in its absolute
discretion think most beneficial to the Bank, including
offering or placing them with resident or nonresident/
foreign investor(s) (whether institutions and/or
incorporated bodies and/or individuals and/ or trusts
and/or otherwise) / Foreign Institutional Investors (Flls)
/ Mutual Funds / Pension Funds / Venture Capital
Funds / banks and/or Employees and business
associates of the Bank or such other person(s) or
entity(ies) or otherwise, whether or not such investors
are members of the Bank.
f)
To retain over subscription upto such percentage as

may be permitted by the applicable regulations
and by relevant authorities.
g)
To obtain listing of all or any of its new shares / existing

shares or other securities in any stock exchange in
India or elsewhere in the world including the New
York Stock Exchange, London Stock Exchange, Dubai
International Financial Exchange, Singapore Stock
Exchange, Luxembourg Stock Exchange, NASDAQ
or any other Stock Exchanges subject to such
statutory compliances as may be necessary in India
or in such other country and further subject to such
conditions as the stock exchanges may require.
h)
To do such acts, deeds, matters and things as it/they may

at its/their discretion deem necessary or desirable for such
purpose, including without limitation, if required, filing a
Registration Statement and other relevant documents
with United States Securities and Exchange

Commission, or such other regulatory authority as
may be necessary for listing the Securities on the
Luxembourg Stock Exchange or New York Stock
Exchange (NYSE) and/or NASDAQ or such other
international stock exchanges and the entering into
of depository arrangements in regard to any such
issue or allotment.
i)
j)
k)
To agree to and make and accept such conditions,

modifications and alterations stipulated by any of
the relevant authorities while according approvals,
consents or permissions to the issue as may be
considered necessary, proper and expedient.
To do all such acts, deeds, matters and things as the
Board may, in its absolute discretion, deem necessary
or desirable for such purpose, including without
limitation, the determination of the terms thereof, for
entering into arrangements for managing,
underwriting, marketing, listing and trading, banking
and custodian arrangements and to sign all deeds,
documents and writings and to pay any fees,
commissions, remuneration, expenses relating thereto
and with power on behalf of the Bank to settle all
questions, difficulties, doubts that may arise in regard
to such offer(s) or issue(s) or allotment(s), as it may, in its,
absolute discretion, deem fit and with power on behalf
of the Bank to settle any questions, difficulties or doubts
that may arise in regard to any such issue(s) /offer(s) or
allotment(s) or otherwise.
To delegate from time to time, all or any of the powers
conferred herein upon the Board or Committee of
Directors or the Director/s or any other Officer/s of the
Bank
NOTES:
1.
A Member entitled to attend and vote at the Annual

General Meeting (AGM or the Meeting) is entitled to appoint
a proxy to attend and vote on a poll (i.e., voting by ballot);
instead of himself/herself and the proxy need not be a
Member of the Bank. However, only such members (and
also members who are represented by their respective
proxies) who have not exercised their vote by electronic
means or by means of postal ballot as described herein
will be permitted to vote at the meeting. A person can act
as proxy on behalf of Members up to and not exceeding
fifty and holding in the aggregate not more than ten
percent of the total share capital of the Bank. Further, a
Member holding more than ten percent, of the total share
capital of the Bank carrying voting rights may appoint a
single person as proxy and such person shall not act as
proxy for any other person or Member. No Proxies will be
entertained in respect of those members who cast their
votes either by electronic means or by postal ballot prior to

the AGM. However, such members can attend the AGM in
person.
2.
The instrument appointing proxy should, however, be

deposited at the Registered Office of the Bank not less
than forty eight hours before the commencement of the
Meeting.
3.
A Statement setting out the material facts pursuant to

Section 102(1) of the Companies Act, 2013 relating to the
Special Business to be transacted at the Meeting is
annexed hereto.
4.
In case of Joint holders attending the Meeting, only such

joint holder who is higher in the order of names will be
entitled to vote.
5.
Corporate Members are requested to send a duly certified

copy of the Board Resolution authorizing their
representative(s) to attend and vote on their behalf at the
Meeting.
6.
The Register of Members and Share Transfer Books of the

Bank will remain closed from September 24, 2015 to
September 29, 2015 (both days inclusive). Transfers
received during book closure will be considered only after
reopening of the Register of Members.
7.
All documents referred to in the notice are open for

inspection at the Registered Office of the Bank on all working
days between 10.00 a.m. and 1.00 p.m. upto the date of
the Annual General Meeting.
8.
Members may please note that there is a facility for

nomination, in the prescribed form, of any person to whom
shares in the Bank held by such Member shall vest in the
event of his / her death.
9.
Shares of the Bank are traded in dematerialized form.

Members may opt for availing the benefits of electronic
holding/transfer of shares held by them.
10.
Members should notify the changes in their address

immediately to the Transfer Agents/Depository Participants
as the case may be, giving full details in block letters with
Pin Code and Post Office along with address proof and
photo identity proof.
11.
Members may please note that, a copy of the PAN card of

the transferee must mandatorily be submitted along with
the transfer deed for registering transfer of physical shares.
12.
Members described as Minors in the address but who

have attained majority of age, may get their status in
Register of Members corrected by producing proof of age.
13.
Members/proxies should produce the attendance slip at

the venue of the meeting.
14.
Members holding (physical) shares in identical order of

names in more than one folio are requested to write to the
Share Transfer Agents to facilitate consolidation of their
holdings in one folio.
15.
The shareholders and Beneficial Owners who have not so

far encashed/claimed the dividends for the financial years
2007-08, 2008-09, 2009-10 and 2010-11, have to submit
the dividend warrant(s) if any available with them for
revalidation to the Company Secretary, Dhanlaxmi Bank
Ltd., Dhanalakshmi Buildings, Naickanal, Thrissur 680001.
16.
17.
In terms of Section 125 of the Companies Act, 2013 the

dividends which are unclaimed for a period of seven years
have to be transferred to Investor Education and Protection
Fund (the Fund) maintained with Central Government and
the shareholders/Beneficial Owners cannot make any
claim for the dividends once the unclaimed dividends
are transferred to such Fund. The dividends remained
unclaimed upto 2005-2006 has been transferred to the
Fund.
Password In case of shareholders who have not

registered their e-mail addresses, their User-Id
and Password is printed on the Postal Ballot Form
sent to them by post along with the Notice of
Postal Ballot, Notice of Court Convened Meeting
and other documents accompanying the
same.
In case of shareholders who have registered
their e-mail addresses, the Password is
specified in the email sent to them on behalf
of the Company by Karvy.
Captcha Enter the Verification code i.e., please enter the
alphabets and numbers in the exact way as
they are displayed for security reasons.
iii.
Please contact our toll free No. 1-800-34-54-001 for

any further clarifications.
iv.
Members can cast their vote online from September

26, 2015 to September 28, 2015 and insta poll will
be facilitated at the venue of the meeting.
v.
After entering these details appropriately, click on

LOGIN.
vi.
Members holding shares in Demat/Physical form will

now reach Password Change menu wherein they
are required to mandatorily change their login
password in the new password field. The new
password has to be minimum eight characters
consisting of at least one upper case (A-Z), one lower
case (a-z), one numeric value (0-9) and a special
character. Kindly note that this password can be
used by the Demat holders for voting for resolution of
any other Company on which they are eligible to
vote, provided that Company opts for e-voting
through Karvy Computershare Private Limited
e-Voting platform. System will prompt you to change
your password and update any contact details like
mobile number, email ID etc on 1st login. You may
also enter the Secret Question and answer of your
choice to retrieve your password in case you forget
it. It is strongly recommended not to share your
password with any other person and take utmost
care to keep your password confidential.
vii.
You need to login again with the new credentials.
viii.
On successful login, system will prompt to select the

Event i.e., 'Company Name.
ix.
If you are holding shares in Demat form and had

logged on to https://evoting.karvy.com and casted
your vote earlier for any company, then your exiting
login id and password are to be used.
E-Voting:
The Bank is pleased to provide E-voting facility through
Karvy Computershare Private Limited as an alternative, for
all members of the Bank to enable them to cast their votes
electronically on the resolutions mentioned in the notice of
88th Annual General Meeting of the Bank dated August
12, 2015 (the AGM Notice). The Bank has appointed
Mr. M. Vasudevan, Practicing Company Secretary as the
Scrutinizer for conducting the e-voting process in a fair
and transparent manner. E-voting is optional. The E-voting
rights of the shareholders/beneficial owners shall be
reckoned on the equity shares held by them as on
September 23, 2015.
The procedure and instructions for e-voting are as follows:
i.
Open your web browser during the voting period and

navigate to 'https://evoting.karvy.com
ii.
Enter the login credentials (i.e., user-id & password)

mentioned on the Postal Ballot Form. Your folio/DP
Client ID will be your User-ID.
User ID
For Members holding shares in Demat Form:a)
For NSDL :- 8 Character DP ID followed by

8 Digits Client ID
b)
For CDSL :- 16 digits beneficiary ID
For Members holding shares in Physical Form: Event no. followed by Folio Number registered
with the company
x.
On the voting page, you will see Resolution

Description and against the same the option FOR/
AGAINST/ABSTAIN for voting Enter the number of shares
(which represents number of votes) under FOR/
AGAINST/ABSTAIN or alternatively you may partially
enter any number in FOR and partially in AGAINST,
but the total number in FOR/AGAINST taken together
should not exceed your total shareholding. If the
shareholder do not wants to cast, select ABSTAIN xi.
After selecting the resolution you have decided to
vote on, click on SUBMIT.A confirmation box will be
displayed .If you wish to confirm your vote, click on
OK, else to change your vote, click on CANCEL
"and accordingly modify your vote.
xi.
Once you CONFIRM your vote on the resolution, you

will not be allowed to modify your vote.
xii.
Corporate/Institutional Members (corporate/Fls/Flls/

Trust/Mutual Funds/Banks, etc) are required to send
scan (PDF format) of the relevant Board resolution to
the Scrutinizer through e-mail to [email protected]
with copy to [email protected]. The file scanned
image of the Board Resolution should be in the
naming format Corporate Name_Event no.
In case of members receiving the physical copy:

Please follow all steps from sl. no. (i) to sl. no. (xii) above to
cast vote.
The voting period starts from 9.00 a.m. on September 26,
2015 and ends on September 28, 2015 at 5.00 p.m.
During this period shareholders of the Company, holding
shares either in physical form or in dematerialized form, as
on the cut-off date (record date), may cast their vote
electronically. The e-voting module shall be disabled for
voting thereafter. Once the vote on a resolution is cast by
the shareholder, the shareholder shall not be allowed to
change it subsequently.
In case you have any queries or issues regarding e-voting,
you may refer the Frequently Asked Questions (FAQs) and
e-voting manual available at www.karvy.com under help
section or write an email to [email protected].
18.
The Results declared along with Scrutinizers Report(s) will

be available on the website of the Bank
(www.dhanbank.com) within two (2) days of completion of
voting if any at the AGM and communication of the same
to the BSE Limited and the National Stock Exchange of
India Limited.
19.
In support of the Green Initiative announced by the

Government of India, electronic copy of the Annual Report
and this Notice inter alia indicating the process and
manner of e-voting along with Attendance Slip and proxy
form are being sent by e-mail to those shareholders whose
e-mail addresses have been made available to the Bank/
Depository Participants unless member has requested for
a hard copy of the same. For members who have not

registered their e-mail addresses, physical copies of this
Notice inter alia indicating the process and manner of
e-voting along with attendance slip and proxy form and
postal ballot form will be sent to them in the permitted
mode. Further, in terms of Rule 18 of the Companies
(Management and Administration) Rules, 2014, a
company may give notice through electronic mode
addressing to the person entitled to receive such e-mail
as per the records of the company or as provided by the
depository, provided that the company shall provide an
advance opportunity at least once in a financial year, to
the member to register his e-mail address and changes
therein and such request may be made by only those
members who have not got their email id recorded or to
update a fresh email id and not from the members whose
e-mail ids are already registered.
In view of the above, the Bank hereby request members
who have not updated their email IDs to update the same
with their respective Depository Participant(s) or M/s Karvy
Computershare Private Limited, Share Transfer Agent of
the Bank as applicable. Further, members holding shares
in electronic mode also requested to ensure to keep their
email addresses updated with the Depository Participants/
Share Transfer Agent of the Bank. Members holding shares
in physical mode are also requested to update their email
addresses by writing to the Share Transfer Agent of the
Bank quoting their folio number(s).
Statement of material facts as required under Section 102(1)
of the Companies Act, 2013 annexed to and forming part of
the Notice dated August 12, 2015
Item No.3
Dr. Lakshmy Devi K R (DIN 07003258) appointed as Additional
Director of the Bank w.ef. November 11, 2014 pursuant to the
requirement of Companies Act, 2013 and SEBI guidelines that
each listed company shall have a Woman Director on its Board
on or before March 31, 2015 holds office upto the date of this
Annual General Meeting and is eligible for appointment as
Director.
In terms of Section 160 of the Companies Act 2013, the Bank
has received a notice in writing along with a deposit of
Rs. 1,00,000/- from a Member signifying his intention to propose
the candidature of Dr. Lakshmy Devi K R, for the office of Director.
Further, in terms of Section 149 read with Schedule IV of the
Companies Act, 2013, the Board of Directors has reviewed the
declaration made by her that she meets the criteria of
independence as provided in Section 149(6) of the Companies
Act, 2013 and the Board is of the opinion that she fulfils the
conditions specified in the Companies Act, 2013 and the rules
made thereunder and is independent of the management.
In terms of Section 149(10) of the Companies Act, 2013, an
independent director shall hold office for a term upto five consecutive
years on the Board of a company but shall be eligible for
reappointment on passing a special resolution by the company for a
further period of upto five years. Further, in terms of Section 10A(2A)

of the Banking Regulation Act 1949, no director of a banking
company, other than its Chairman or whole time director, by
whatever name called, shall hold office continuously for a period
exceeding eight years. Further, the appointment of Dr. Lakshmy
Devi K R is in compliance with the provisions of Section 10A of the
Banking Regulation Act, 1949 and in the opinion of the Board
also, she fulfils the conditions specified under the Companies
Act, 2013 for such an appointment.
The detailed profile of Dr. Lakshmy Devi K R, Directorship and
committee position held by her in other companies are included
in the report on Corporate Governance forming part of the Annual
Report.
Accordingly, the Directors recommend the resolution for the
appointment of Dr. Lakshmy Devi K R as Independent Director,
not liable to retire by rotation from September 29, 2015 to May
26, 2020.
Save and except Dr. Lakshmy Devi K R, none of the Directors or
Key Managerial Personnel or their relatives are, in any way,
concerned or interested in the above resolution.
Item No. 4
Mr. B. Ravindran Pillai (DIN 00944821) appointed as Additional
Director of the Bank w.ef. April 28, 2015 holds office upto the date
of this Annual General Meeting and is eligible for appointment
as Director.
In terms of Section 160 of the Companies Act 2013, the Bank
has received a notice in writing along with a deposit of
Rs. 1,00,000/- from a Member signifying his intention to propose
the candidature of Mr. B. Ravindran Pillai, for the office of Director.
In terms of Section 10A(2A) of the Banking Regulation Act 1949,
no Director of a banking company, other than its Chairman or
whole time director, by whatever name called, shall hold office
continuously for a period exceeding eight years. Further, the
appointment of Mr. B. Ravindran Pillai is in compliance with the
provisions of Section 10A of the Banking Regulation Act, 1949
and in the opinion of the Board also, he fulfills the conditions
specified under the Companies Act, 2013 for such an
appointment.
The detailed profile of Mr. B. Ravindran Pillai, Directorship and
committee position held by him in other companies are included
in the report on Corporate Governance forming part of the Annual
Report.
appointment of Mr. B. Ravindran Pillai as Non Independent
Director, liable to retire by rotation.
Save and except Mr. B. Ravindran Pillai, none of the Directors or
Key Managerial Personnel or their relatives are, in any way,
concerned or interested in the above resolution.
Item No. 5
Mr. P. Mohanan (DIN 01463603) was appointed as an
Independent Director w.e.f April 1, 2014 and he will be completing
the first term of his appointment on September 30, 2015 in terms
of Section 149(10) of the Companies Act, 2013 and is eligible for
reappointment for the second term upto five years.
Further, in terms of Sections 149, 152 read with Schedule IV of
the Companies Act, 2013, the Board of Directors have reviewed
the declaration made by Mr. P. Mohanan that he meets the
criteria of independence as provided in Section 149(6) of the
Companies Act, 2013, and the Board is of opinion that he fulfills
the conditions specified in the Companies Act, 2013 and the
rules made there under and is independent of the
management. In terms of Section 149(10) of the Companies
Act, 2013, an Independent Director shall hold office for a term
up to five consecutive years on the Board of a company but
shall be eligible for reappointment for a further period of upto
five years on passing of a special resolution by the company.
Further, the reappointment of Mr. P. Mohanan is in compliance
with the provisions of Section 10A of the Banking Regulation Act,
1949, and in the opinion of the Board also, he fulfills the conditions
specified under the Companies Act, 2013 for such a
reappointment.
The detailed profile of Mr. P. Mohanan is included in Corporate
Governance Report forming part of the Annual Report and the
same be deemed to have been included therein and forms
an integral part of this explanatory statement.
reappointment of Mr. P. Mohanan as Independent Director, not
liable to retire by rotation from October 1, 2015 to April 19, 2018.
None of the Directors or Key Managerial Personnel or their relatives
except Mr. P. Mohanan is concerned or interested in the above
Resolution.
Item No. 6
Mr. Chella K Srinivasan (DIN 01460198) was appointed as an
Further, in terms of Sections 149, 152 read with Schedule IV of
the Companies Act, 2013, the Board of Directors have reviewed
the declaration made by Mr. Chella K Srinivasan that he meets
the criteria of independence as provided in Section 149(6) of the
rules made there under and is independent of the management.

Independent Director shall hold office for a term up to five
consecutive years on the Board of a company but shall be
eligible for reappointment on passing of a special resolution by
the company for a further period of upto five years. Further, in
terms of Section 10A(2A) of the Banking Regulation Act, 1949, no
director of a banking company, other than its Chairman or wholetime director, by whatever name called, shall hold office
continuously for a period exceeding eight years.
Further, the reappointment of Mr. K. Jayakumar is in compliance

with the provisions of Section 10A of the Banking Regulation Act,
1949, and in the opinion of the Board also, he fulfills the conditions
Further, the reappointment of Mr. Chella K Srinivasan is in

compliance with the provisions of Section 10A of the Banking
Regulation Act, 1949, and in the opinion of the Board also, he
fulfills the conditions specified under the Companies Act, 2013
for such a reappointment.

reappointment of Mr. K. Jayakumar as Independent Director,
not liable to retire by rotation from October 1, 2015 to September
The detailed profile of Mr. Chella K Srinivasan is included in

Corporate Governance Report forming part of the Annual Report
and the same be deemed to have been included therein and
forms an integral part of this explanatory statement.
reappointment of Mr. Chella K Srinivasan as Independent
Director, not liable to retire by rotation from October 1, 2015 to
September 30, 2020.
except Mr. Chella K Srinivasan is concerned or interested in the
above Resolution.
Item No. 7
Mr. K. Jayakumar (DIN 01955260) was appointed as an
Further, in terms of Sections 149, 152 read with Schedule IV of the
Companies Act, 2013, the Board of Directors have reviewed the
declaration made by Mr. K. Jayakumar that he meets the criteria
of independence as provided in Section 149(6) of the
rules made there under and is independent of the management.
Independent Director shall hold office for a term up to five
consecutive years on the Board of a company but shall be
eligible for reappointment on passing of a special resolution by
the company for a further period of upto five years. Further, in
terms of Section 10A(2A) of the Banking Regulation Act, 1949, no
director of a banking company, other than its Chairman or wholetime director, by whatever name called, shall hold office
continuously for a period exceeding eight years.
specified under the Companies Act, 2013 for such a

reappointment.
The detailed profile of Mr. K. Jayakumar is included in Corporate
Governance Report forming part of the Annual Report and the
same be deemed to have been included therein and forms
an integral part of this explanatory statement.
30, 2020.
except Mr. K. Jayakumar is concerned or interested in the above
Resolution.
Item No. 8
In accordance with the provisions of Section 139 and Section
143(8) of the Companies Act 2013, the guidelines issued by the
Reserve Bank of India and other regulatory requirements, the
shareholders of the Bank may authorize its Board of Directors to
appoint branch auditors in consultation with Statutory Central
Auditors for those branches which are not proposed to be
audited by the Statutory Central Auditors of the Bank.
Accordingly, your Directors recommend the adoption of
Resolution No. 8 of the Notice.
are concerned or interested in the above Resolution.
Item No. 9
The present authorized capital of the Bank is Rs.300 crore and
the Issued and Paid-up Capital of the Bank as on March 31,
2015 is Rs.177.44 crore divided into 17,74,41,619 Equity shares
of Rs.10/- each.
The Banks Capital to Risk Weighted Assets Ratio (CRAR) as on
31.03.2015 stood at 9.59% under Basel III and 9.71% under
Basel II, which was 8.67% and 10.00% respectively as on
31.03.2014 against the regulatory requirement/prescribed
minimum of 9%. Owing to the growth in asset base during the
year 2015-16, the CRAR could come down. Without infusing
additional capital by March, 2016 the CRAR is to be expected
to come down below 9%. Our business projection for the current
year is Rs. 21,800 crore and we propose to maintain a capital
adequacy ratio of above 11%.
As you may be aware, a banking Company requires adequate

capital not only to meet the needs of growing business, but also
to meet the regulatory requirements that apply. As business
grows, capital requires to be augmented. The objective of every
commercial enterprise is to grow. Added to the economic and
regulatory factors, innovative technological banking methods
to be introduced and such methods to be not only updated,
but also have to be upgraded from time to time.
The bank has been continuing to grow organically and has
shown steady growth during the last few years. The Bank foresees
rise in demand for credit in various sectors and in Retail Banking
market and success in availing a strong share in this business
opportunity rests on the ability of the Bank to raise funds by way
of Equity Shares during the financial year. As a proactive move
to leverage the available business opportunities and for
maintaining appropriate regulatory capitalization levels, the
Bank proposes to increase the issued and paid-up capital up
to the extent of Rs.50 crore by issue of further Equity Shares of
face value of Rs.10/- each with such premium as the Board
may decide.
The exact nature, proportion, size and timing of the issue of
Securities will also be decided by the Board based on an analysis
of the specific requirements after consulting all concerned.
Globalization has created a favorable investment climate and
investors in the international markets look forward for good and
viable investment opportunities. Thus it is considered prudent to
raise additional funds through an issue of securities by way of a
Qualified Institutional Placement (QIP) in Indian and/or
International markets, of further equity shares and/or securities
convertible into equity shares, including Global Depository
Shares (GDSs) / Global Depository Receipts (GDRs) / American
Depository Receipts (ADRs) / Foreign Currency Convertible Bonds
(FCCBs) and / or Debentures or Bonds convertible into equity
shares whether fully or partly and whether compulsorily or at the
option of the Bank or the holders thereof and/or any security
linked to equity shares with or without detachable or nondetachable warrants.
The Resolution is proposed to be passed as a Special Resolution
pursuant to Section 62(1) (c) and other applicable provisions of
the Companies Act, 2013.
Section 62 (1) of the Companies Act, 2013, provides, inter alia,
that where it is proposed to increase the subscribed share capital
of the Bank by issue and allotment of further shares, such further
shares shall be offered to the persons who at the date of the offer
are holders of the equity shares of the Bank, in proportion to the
capital paid-up on those shares as of that date. Such issue is
generally known as the Rights Issue. The Listing Agreements also
stipulate that unless the shareholders in a general meeting
www.dhanbank.com
decide by way of a special resolution, shares cannot be issued

except by way of a Rights Issue.
Since, the special Resolution proposed in the business of the
Notice may result in the issue of Equity Shares of the Bank to
persons other than shareholders of the Bank, consent of the
shareholders is being sought pursuant to the provisions of Section
62(1) (c) and other applicable provisions of the Companies Act,
2013 as well as applicable rules notified by the Ministry of
Corporate Affairs and in terms of the provisions of the Listing
Agreements executed by the Bank with the stock exchanges
where the Equity Shares of the Bank are listed.
The Special Resolution under this item seeks the consent of the
shareholders to make an issue of securities. The proposal also
seeks to confer upon the Board absolute discretion to determine
the mode, structure, price, number of shares to be issued and
timing of the issue(s). The Board will fix the detailed terms of the
final size of the offering, mode, exact timing, pricing of the issue
and other related aspects after careful analysis and in
consultation with the merchant/investment bankers, book runners
and/ or lead manager(s) and/or underwriter(s) and/or advisor(s)
and/or such other person(s), keeping in view of the prevailing
market conditions and in line with the extant guidelines issued
by SEBI, RBI or any other statutory and/or other regulatory
authorities.
The pricing of the Securities that may be issued to qualified
institutional buyers pursuant to a qualified institutions placement
shall be freely determined subject to such price not being less
than the price calculated in accordance with Chapter VIII of the
ICDR Regulations and other applicable provisions. The Bank
may, in accordance with applicable law, offer a discount of not
more than 5% or such percentage as permitted under
applicable law on the price determined pursuant to the ICDR
Regulations. The Relevant Date for this purpose will be the date
when the Board or the Committee of the Board decides to open
the Qualified Institutional Placement for subscription.
The proposed offer is in the interests of the Company and the
Directors recommend the passing of the resolution under this
item as a special resolution.
None of the Directors or Key Managerial Personnel of the Bank or
their relatives is in anyway interested or concerned in the above
resolution, except to the extent of the equity shares of the Bank
held by him/her or their relatives.
Place : Thrissur
Date : 12.08.2015
By order of the Board

Sd/Krishnan K S
Company Secretary
10
Registered Office: Dhanalakshmi Buildings, Naickanal, Thrissur 680 001.

CIN:L65191KL1927PLC000307,
website:www.dhanbank.com, e-mail: [email protected].
ATTENDANCE SLIP
88th Annual General Meeting,
Tuesday, September 29, 2015 at 10.00 A.M
Members Folio / DP ID & Client ID No.
Name and Address of the Member
I/We hereby record my/our presence at the Eighty Eighth Annual General Meeting held at Vadakke Samooha Madom, Shornur Road, Thrissur.
..............................
......................
Members / Proxys name in Block Letters
Members / Proxys Signature
Notes:
Please complete the Folio/DP ID & Client ID No. and Name, Sign the Attendance Slip and hand it over at the attendance
verification counter at the Entrance of the Meeting Hall.
Members are requested to bring this slip along with them as duplicate slips will not be issued at the venue of the meeting.
Registered Office: Dhanalakshmi Buildings, Naickanal, Thrissur 680 001.

CIN:L65191KL1927PLC000307,
website:www.dhanbank.com, e-mail: [email protected].
PROXY FORM
88th Annual General Meeting`
Tuesday, September 29, 2015 at 10.00 A.M
I /We ......................................................... being the member(s), holding.................shares of the above
named Company under Folio/DP ID Client ID No .......................................................................................... hereby appoint:
1. Name................................................................................... Address...................................................................................................................
................................................................... E-mail Id............................................................................. Signature.......................................
or, failing him/her,
1. Name................................................................................... Address...................................................................................................................
...................................................................... E-mail Id.................................................................................. Signature...........................................
As my /our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 88th Annual General Meeting of the Company,
to be held on Tuesday, September 29, 2015 at 10.00 A.M at Vadakke Samooha Madom, Shornur Road, Thrissur and at any
adjournment thereof in respect of such resolutions as are indicated below.
Sl. No. RESOLUTION
1
2
3
4
5
6
7
8
9
Ordinary Business
To adopt Financial Results for the year ended 31st March 2015
To appoint any one of the following as Statutory Auditors and authorizing the Board for fixing their remuneration1. M/s. K. Venkatachalam Aiyer & Co., Chartered Accountants, Kochi
2. M/s. Sankar & Moorthy, Chartered Accountants, Calicut
3. M/s. Sridhar & Co., Chartered Accountants, Thiruvanathapuram
Special Business
To appoint Dr. Lakshmy Devi K R as an Independent Director (in Majority Sector)
To appoint Mr. B. Ravindran Pillai as a Non- Independent Director (in Minority Sector)
To appoint Mr. P. Mohanan as an Independent Director (in Majority Sector)
To appoint Mr. Chella K Srinivasan as an Independent Director (in Majority Sector)
To appoint Mr. K. Jayakumar as an Independent Director (in Majority Sector)
To appoint Branch Auditors in consultation with Statutory Auditor
To increase issued and paid-up capital up to the extent of Rs.50 crore by further issue of Equity Shares of face
value of Rs.10/- each with such premium as the Board may decide
Signed this.......................................................day of ...................... 2015.
Optional*
For
Against
Affix
Revenue
Stamp not
less than 15
paise
Signature of Proxy holder(s) 1. ................................................... 2...................................................

Notes:
This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Bank, not less than 48 hours before the commencement
of the meeting.
For Resolutions, Explanatory Statements and Notes, please refer to the Notice of 88th Annual General Meeting.
It is optional to put (v) in the appropriate column against the Resolutions indicated in the box. If you leave the For or Against column blank against any or all resolutions, your
proxy will be entitled to vote in the manner as he/she thinks appropriate.
Please complete all details including details of member (s) in above box before submission.
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12
Inauguration of Our Banks Sabarimala Sannidhanam branch for Mandala Makaravilakku season 2014-15 on 17th Nov 2014 by
Sri V S Sivakumar , Honble Minister for Health and Devaswoms in the presence of Sri P K Kumaran, Honble Member, Travancore
Devaswom Board, Sri P Venugopal IAS, Honble Devaswom Commissioner, Sri V S Jayakumar, Executive Officer, Travancore
Devaswom Board, Sri P G Jayakumar, Managing Director & CEO and Sri P Manikandan, Chief General Manager of Our Bank.
A Glimpse of Our Banks 87th Annual General Meeting
Registered and Corporate Office

Dhanlaxmi Bank Limited, P. B. No. 9, Dhanalakshmi Buildings
Naickanal, Thrissur 680 001.
Kindly refer to the website for other offices.
Company Secretary
Krishnan K. S.
Auditors
Sagar & Associates, Chartered Accountants, Hyderabad
Legal Advisors
M/s B. S. Krishnan Associates, Ernakulam
M/s Varghese & Jacob, Ernakulam
M/s C. K. Karunakaran & Associates, Ernakulam
Stock Exchanges
National Stock Exchange of India Limited (NSE)
BSE Limited (formerly known as Bombay Stock Exchange Limited)
Registrar & Transfer Agents
Karvy Computershare Private Limited, Plot No. 17-24
Vithal Rao Nagar, Madhapur, Hyderabad 500 081
Table of Contents
Directors Report
56
Balance Sheet
21
Management Discussion and Analysis Report
57
Profit & Loss Account
37
Report on Corporate governance
58
Cash Flow Statement
54
Independent Auditors Report
60
Schedules
www.dhanbank.com
Directors Report
To The Members,
The Board of Directors is pleased to place before you, the 88th
Annual Report of the Bank along with the Audited Balance Sheet
as at March 31, 2015 and the Profit and Loss Account for the
year ended on that date.
Performance Highlights
Deposits
The total deposits of the Bank increased to `12381.68 crore from
` 12133.21 crore as on March 31, 2014 registering a growth of
2.05%.
Advances
The Banks total advance stood at `8121.90 crores as on
31.03.2015 as against ` 8205.76 crores as on 31.03.2014.
The salient features of the Banks performance for the financial

year ended March 31, 2015 are:
l
The total Deposits of the Bank increased from `12133.21
Your Bank continued its prudent approach towards priority sector
crore as on 31.03.2014 to `12381.68 crore as on 31.03.2015.
lending in conformity with the national policies, regulatory
The Banks total advance stood at ` 8121.90 crore as on

31.03.2015 as against ` 8205.76 crore as on 31.03.2014.
Achieved operating profit of ` 16.58 Crore for the financial

year 2014-15.
Priority Sector Advances
Interest expended reduced by `27.08 Crore during
expectations and fulfillment of social objectives. The Banks

priority sector advances stood at 35.18% and its agricultural
advance reached 18.73% of the adjusted net bank credit.
The weaker section advances was at 12.40%, thus surpassing
the prescribed norm of 10% Lending under various socioeconomic schemes has shown satisfactory progress.
the financial year 2014-15 as compared to previous

FY 2013-14.
Profitability
Net NPA at 3.29% and gross NPA at 7.00%.
The banks operating profit during the year was ` 16.58 crore as
Basel II CRAR at 9.71% and Basel III CRAR at 9.59%.
against ` 6.07 crore during the previous year. The bank declared
Book value per share is ` 58.47.
a net loss of ` 241.47 crore during the year under report and the
Capital and Reserves

The Banks Paid up capital and reserves was ` 723.85 crore as on
31.03.2015. The capital adequacy ratio as per Basel II and Basel
III was 9.71% and 9.59% respectively.
During the year the Bank had issued and allotted 5,15,07,000
Equity shares of `10 each for an aggregate amount of
` 229.63 crore (including premium) by way of Preferential issue of
shares to augment capital funds to further improve our Capital
Adequacy Ratio.
same at the previous year was ` 251.82 crore.

Dividend
In view of the net loss recorded by the Bank during the year,
regrettably no dividend could be recommended to the
shareholders.
Non-Performing Assets
There has been an increase in non-performing assets during the
year under report.
During the year, the new slippage to NPA was ` 337.18 crore, in
comparison with the slippages of ` 488.08 crore for the previous
Total Business
year.
The total Business of the Bank as on 31.03.2015 stood at

` 20503.58 crore as against ` 20338.97 crore as on 31.03.2014
The total recovery in NPA during the year was ` 84.51 crores. The
and registered a growth of 0.81%.
corresponding figure for the previous year was ` 212.20 crores,
excluding the Sale of assets to ARC. The lower recovery for this
complaints at Branches, Regional offices, ATM Reconciliation
year is on account of the Corporate NPAs.
Desk, Call Centre and Corporate Office who are in turn handling
all transactions and services for the customers has helped the
Bank has resorted to all effective monitoring/recovery measures
Bank in better customer service and reduction in number of
permitted under Law. This has helped us to restrict further
complaints.
slippages into NPA and make recovery from the existing NPA
accounts. By constant monitoring/recovery measures, Bank is
Branch Expansion
optimistic of achieving better results in the next year.
The Banks customer outlets stood at 678 as on 31.03.2015,

comprising 266 branches, 398 ATMs and 12 processing centres.
Customer Service
The Bank had opened two new ATMs during the year. We have
The Bank attaches the highest importance to the quality of
concentrated on consolidating our operations across the
customer service rendered across its branches / offices. It has
country and thereby aiming at utilizing our branches to their
taken a series of measures during the year through deployment
fullest potential.
of technology and otherwise for significantly enhancing service

quality. A well defined and full-fledged Customer grievance
Damodaran Committee on Customer Service
Redressal Mechanism is put in place in the Bank.
The Reserve Bank of India had constituted a Committee under

the Chairmanship of Shri M. Damodaran, former Chairman, SEBI
The Customer Service Committee of the Board monitors the
to interalia:
implementation of customer service measures periodically.

Customer Service Committees comprising of Bank personnel as
its structure, legal framework and recommend steps to
well as our constituents have been formed at the apex level and
make it more effective and responsive.
at branches for monitoring service quality and bringing about

improvements in this area on an ongoing basis. The Bank has a
and recommend measures for expeditious resolution of

complaints. The committee may also lay down a suitable
of India (BCSBI) and is actively implementing the Code of
time frame for disposal of complaints including last
Commitment to Customers as also the Code for Micro and Small
escalation point within that time frame.
Enterprises formulated by the BCSBI. In the annual Compliance

l
legal aspects in the light of increasing use of Internet and IT
amidst total 48 banks (including public sector, private sector
for bank products and services and recommend measures
and foreign banks) surveyed across the major parameters such
to enhance consumer protection.
as customer centricity, information dissemination, customer

in achieving a High Level of compliance with regard to the
grievance Redressal segment thereby placing us amongst the
top five private sector banks on the said parameter.
Examine the possible methods of leveraging technology for

better customer service with proper safeguards including
the Bank has achieved Above Average rating for compliance
feedback and transparency. Also the Bank has been successful
Evaluate the existing system of grievance redressal

mechanism prevalent in banks, its structure and efficacy
The Bank is a member of Banking Codes & Standards Board
survey conducted by BCSBI on implementation of BCSBI Code,
Review the role of Board of Directors of banks and the role of

Regulators in customer service matters.
24 x 7 Phone Banking Call Centre at Thrissur as an outsourced

model to cater to customer needs across the country.
Examine the functioning of Banking Ombudsman Scheme-
Review the existing system of attending to customer service

in banks approach, attitude and fair treatment to customers
from retail, small and pensioners segments.
We have received a total of 107 recommendations from the

Committee since inception. Out of the 100 recommendations
During the financial year 2014-15, the Bank received 4738
applicable
complaints as against a total of 6462 complaints received in
recommendations and the implementation of remaining items
the previous financial year. The organized structure for handling
is in process.
www.dhanbank.com
to
your
bank,
we
have
implemented
85
Particulars
Contact
Centre
RO & CO
ATM
Recon
Banking
Ombudsman
Total
35
53
No. of Complaints Outstanding at the beginning of the Year

No. of Complaints Received during the year
1525
178
2973
62
4738
No. of Complaints Resolved during the year
1531
185
3000
59
4775
16
No. of Complaints Pending during the year

The following important products and services were introduced
during the year for the benefit of the customers:
l
During the last FY, your Bank had introduced the facility
where by the account balances are sent to the customers
mobile number as SMS within 8 seconds. Consequent to the
warm acceptance of this facility, we have extended the
missed call facility for E-Statement of Accounts, One Day
Statement, Connect with our Call centre and Instant A/c
Balance SMS on an Unsuccessful ATM Transaction.
Acceptance of the NEFT/RTGS payment via Virtual
Accounts - Bank has introduced a new collection facility
to accept inward NEFT/RTgS payments of student fees,
chits & loan installments from the students, chittalans and
loanee of educational institutions, chitty companies and
lenders who are Banks customers. Through this, institutions
can initiate various collections from their clients who are not
holding an account with our Bank using a unique identifier
of their clients as account number (virtual) to recognize the
payments individually. This virtual account number can be
used by the students, chittalans, loanee to carry out any
NEFT/RTgS transactions.
Launch of Upgraded Version of Mobile Banking Platform Banks Mobile Banking platform has been revamped and as
a part of it, we have launched a native application for the
Android Mobile OS which has been widely accepted for its
aesthetics, user friendliness and intuitive screens.
Additional security for Online Net Banking transactions One such initiative the Bank has started is ending SMS and
Email alert on every successful Retail Net Banking logins
to warn/caution the customers during the event of any
unauthorized Internet Banking access. Further, Bank also
introduced additional securities like velocity check there
by alerting the customer on a bunch of transactions where
the total amount involved or the number of transactions per
day for the scenarios such as NEFT Transaction (1 lac. and
above) and 1RTgS Transactions (3 lac. and above).
The committee appointed by Hon. Supreme court of India
has nominated your Bank to take care of the entire Hundi
collection of the famous Sri Padmanabha Swami Temple,
Thiruvananthapuram.
Provided sandwich posters containing information on

the Banks various products and services for displaying in
all branches/ATMs to make aware of the customers and
general public about facilities offered by the Bank.
Special Banking services at Sabarimala like last year with

additional facilities such as Facility of online advance
booking of Pooja and Prasadam through payment gateway
provided by the Bank. All pilgrims booking Pooja/Prasadam
were serviced at exclusive counters opened for the purpose
by the Bank at Sannidhanam. Newly introduced Prasadam
Kits containing Appam, Aravana, Manjal, Kunkumam
and Vibhuthi were distributed through Bank counters at
Sannidhanam.
Bank has introduced new savings account- Dhanam

Vanitha Savings account which exclusively caters to the
needs for woman segment with special features like Sweep
in/out facility and nominal minimum balance requirement.
Investor Education and Protection Fund

l
During the year there is no amount required to be

transferred to the investor Education and Protection Fund
(IEPF) constituted under Section 125 of the Companies Act,
2013.
Listing on Stock Exchanges

l
The Equity shares of the Bank continue to be listed on the

BSE Ltd., and National Stock Exchange of India Ltd. The
Bank confirms that it has paid the listing fees to all the Stock
Exchanges for the year 2015-16.
The Cochin Stock Exchange Ltd. where the shares of the

Bank were listed, had been exited from the Equity Trading
Business w.e.f. 23rd December, 2014 vide SEBI order No.
WTM/RKA/MRD/163/2014 dated 23rd December, 2014.
Particulars regarding conservation of energy, Technology

Absorption and Foreign Exchange Earnings and outgo
The Bank has undertaken various initiatives for energy conservation
at its premises. Further, the Bank has used information technology
extensively in its operation and consistently pursuing its goal
of technological up-gradation in a cost effective manner for
delivering quality customer service.
The Company, being a banking company and an Authorised

Dealer in Foreign Exchange, has taken all possible steps to
encourage export credit.
be their registered e mail address for serving notices/documents

including those covered under Section 219 of the Companies
Act, 1956.
Number of cases filed, if any, and their disposal under

Section 22 of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013
Shareholders holding shares in physical form desirous of availing

electronic form of delivery of documents are requested to
update their e mail addresses with Banks Registrar and Transfer
Agents by a written request if they wish to avail this facility. A
request format for registering e-mail ids with the Registrar is
enclosed. Shareholders holding shares in demat segment are
requested to inform their e-mail ids to their respective DPs.
The Bank has zero tolerance approach towards any action

on the part of any executive/employee which may fall under
the ambit of Sexual Harassment at work place, and is fully
committed to uphold and maintain the dignity of woman staff
working in the Bank. The policy provides for protection against
sexual harassment of women at work place and for prevention
and redressal of such complaints. All the employees (permanent,
contractual, temporary, trainees) are covered under this policy.
Number of complaints pending as on the beginning of the
financial year Nil
Number of complaints filed during the financial year Nil
Number of complaints pending as on the end of the financial
year Nil
Particulars of employees
There are no such employees whose particulars are required to
be given in terms of Section 134 of the Companies Act, 2013
read with the Companies (Particulars of Employees) Rules 1975 as
amended vide gSR 289(E) dated March 31, 2011 [Companies
(Particulars of employees) Amendment Rules 2011].
The ratio of the remuneration of each director to the median
employees remuneration and other details in terms of Sub
section 12 of Section 197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 are annexed to this report.
Green Initiatives in Corporate Governance
As a responsible corporate citizen, the Bank supports and
pursues the green Initiative of the Ministry of Corporate Affairs
(MCA). In conformance with such initiatives, the Bank will affect
electronic delivery of documents including the notice and
explanatory statement of Annual general Meeting, Audited
Financial Statements, Directors Report, Auditors Report etc., for
the year ended March 31, 2015, to the email address which
the shareholders have previously registered with their Depository
Participant (DP) as their valid e mail address. Investors desirous
of refreshing/updating their e mail addresses are requested to
do so immediately in their respective DP accounts. The e-mail
addresses indicated in respective DP accounts which will be
periodically downloaded from NSDL/CSDL will be deemed to
www.dhanbank.com
ANTI-MONEY LAUNDERING (AML)

Transactions processed through the Core Banking Solution is
monitored for detecting suspicious transaction using Infrasoft
Technologies AML application, to discharge the obligation cast
on the Bank under Prevention of Money Laundering Act.
The Offsite Monitoring Teams set up for post facto verification of
KYC Compliance while establishing new customer relationships
by the branches are stabilized fully now.
The Bank has attached great importance to compliance of KYC/
AML/CFT norms by the customers as per the Reserve Bank of
India directive, in the interest of nation.
Directors
Mr. K. Srikanth Reddy (DIN 01433626) appointed as an
independent Director of the Bank for the purpose of Section
149(2) of the Companies Act, 2013 w.e.f. 01.04.2014 resigned
on 15.11.2014 and ceased to be a member of the Board w.e.f.
the said date. Mr. K. Vijayaraghavan (DIN 06419305) ceased
to hold office of Director w.e.f. 20.09.2014. The Board places on
record its appreciation for the invaluable services rendered by
them during their tenure as Directors.
Mr. P. Mohanan (DIN 01463603), Mr. Chella K. Srinivasan
(DIN 01460198) and Mr. K. Jayakumar (DIN 01955260) were
appointed as Independent Directors of the Bank for the purpose
of Section 149(2) of the Companies Act, 2013 w.e.f. 01.04.2014
for a period upto 30.09.2015.
Dr. K.R. Lakshmy Devi (DIN 07003258) was appointed as an
Additional Director of the Bank w.e.f. 11.11.2014 pursuant to
Clause 49 of the Listing Agreement and Section 149 and 161(1)
of the Companies Act, 2013.
Mr. Harihar Mishra was appointed by Reserve Bank of India as
Additional Director w.e.f. 09.12.2014 in place of Mr. Raja Selvaraj
and he held office till 13.02.2015. Mr. Rohit Jain was appointed
by Reserve Bank of India as Additional Director w.e.f. 13.02.2015

in place of Mr. Harihar Mishra. Further Mr. Susobhan Sinha was
appointed by Reserve Bank of India as second Additional
Director w.e.f. 02.03.2015.
The Board represents various domain skill and also addresses the
issue of diversity.
Auditors
The present Statutory Central Auditors M/s Sagar and Associates,
Chartered Accountants, Hyderabad, vacate office at this Annual
general Meeting and are not seeking reappointment. The
following three firms of Chartered Accountants have submitted
their application for appointment as Statutory Central Auditors
of the Bank:
(i) M/s K. Venkatachalam Aiyer & Co., Chartered Accountants,
Kochi
(ii) M/s Sankar & Moorthy, Chartered Accountants, Calicut
(iii) M/s Sridhar & Co., Chartered Accountants,
Thiruvananthapuram
The Bank has sought approval from Reserve Bank of India for
appointment of any one of the above firms as the Statutory
Central Auditors of the Bank for the period commencing from the
conclusion of this Annual general Meeting until the conclusion of
the next Annual general Meeting on such remuneration as shall
be decided by the Board of Directors.
Explanation for Auditors comments in the Report
(a) The Auditors report for the year 2014-15 contains the
following qualifications:
We draw attention to Note No. 30 of the financial statements,
regarding funds of ` 7938 Lakhs not provided to pension trust
for purchase of annuities for payment of pension/increase
in dearness allowance. Had this provision been made in the
accounts, operating expenses and loss would have increased
by ` 7938 Lakhs.
Explanation
In respect of 259 employees who had opted for VRS in 2000
& 2004 and 424 retired employees, the Bank has not provided
to the Pension Trust, funds required amounting to around `7938
Lakhs for purchase of annuities for payment of pension/increase
in Dearness Allowance respectively. However, pension/increase
in dearness allowance is paid by the Bank by debiting Profit and
Loss account.
(b) The following are the matters of expressions in the Auditors
report:
Without qualifying we draw attention to

(a) Note No. 29(a) of the financial statements, in terms of
RBI guidelines, banks are required to provide, in case of
fraud, the entire amount due to the Bank over a period not
exceeding four quarters commencing from the quarter in
which the fraud has been detected. However, as a prudent
measure, the Bank has provided the entire amount during
the year, thereby; the loss reported by the Bank is overstated
by ` 4944 Lakhs.
(b) Note No. 29(b) of the financial statements, though a special
dispensation is given by RBI for providing the amount due to
the Bank over a period of three quarters commencing from
March, 2015 in respect of a borrowal account, the Bank,
as a prudent measure, has provided for the entire amount
during the year, thereby the loss reported by the Bank is
overstated by ` 4524 Lakhs.
(c) Note No. 25 of the financial statement regarding
reconciliation of rent advance/security deposit for premises
occupied by branches/offices, etc. (as per Schedule No.
11), and physical verification of fixed assets (Schedule No.
10) is in progress.
Since the above comments are self explanatory, no explanation
is offered in this regard.
Secretarial Auditors and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013 the Bank has
appointed M/s KSR & Co, Company Secretaries, LLP, Practicing
Company Secretaries, Coimbatore as its Secretarial Auditors to
conduct the secretarial audit of the Bank for the FY 2014-15.
The Bank provided all assistance and facilities to the Secretarial
Auditor for conducting their audit. The report of Secretarial Auditor
for the FY 2014-15 is annexed to this report.
Corporate Governance
A separate report profiling Corporate governance as required
under clause 49 of the Listing Agreement with Stock Exchanges
and a certificate from M/s Sagar and Associates, Chartered
Accountants, Statutory Central Auditors of the Bank, are annexed
to this report.
Extracts of Annual Return
Pursuant to sub section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013 read with rule 12 of the
Companies (Management and Administration) Rules 2014, the
extracts of the Annual Return as at March 31, 2015 is annexed
to this report.
Subsidiary Companies
d)
The directors had prepared the annual accounts on a

going concern basis; and
e)
The directors, in case of a listed company, had laid down

internal financial controls to be followed by the company
and that such internal financial controls are adequate and
were operating effectively;
f)
The directors had devised proper systems to ensure

compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
The Bank does not have any subsidiary companies.

Strictures and Penalties
During the last three years, there were no penalties or strictures
imposed on the Bank by the Stock exchanges(s) and/or SEBI and/
or any other statutory authorities on matters relating to capital
market.
This has been dealt with in a separate section in the Annual
Report.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(5) of the
Companies Act, 2013 with respect to the Directors Responsibility
Statement, it is hereby confirmed that
a)
In the preparation of the annual accounts, the applicable

accounting standards had been followed along with proper
explanation relating to material departures;
b)
The directors had 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 company at
the end of the financial year and of the profit and loss of the
company for that period;
c)
The directors had taken proper and sufficient care for

the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting
fraud and other irregularities;
www.dhanbank.com
Acknowledgements
The Board of Directors places on record its gratitude to the
government of India, Reserve Bank of India, State governments,
Securities and Exchange Board of India and other Regulatory
bodies including stock exchanges where the Banks shares are
listed for their support and guidance. The Board also places on
record its gratitude to the banks customers, shareholders, other
stakeholders and well wishers for their valued patronage. The
Board further places on record its appreciation for the valuable
services rendered by M/s Sagar and Associates, Statutory Central
Auditors. The Board expresses its sincere appreciation for the
dedicated services rendered by officers and employees of the
bank at all levels.
By Order of the Board

Place : Thrissur
Date : 12.08.2015
Sd/
(Tekkar Yashwanth Prabhu)
Chairman
Disclosure as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines,1999 as on March 31, 2015
A.
Summary
Sl.
Particulars
No.
1. Number of options granted
2. The Pricing Formula
ESOP 2009
ESOS 2013
3,999,225
2,477,400
Closing price prior to the date of meeting of the As fixed by the Remuneration
Remuneration Committee in which the options are committee
granted, on the Stock Exchange where there is highest
trading volume on the said date
3.
Number of options vested
607,082
NIL
4.
Number of options exercised
20,719
NIL
5.
Total number of shares arising as a result of exercise of

options
20,719
NIL
6.
Number of options lapsed
3,371,424
NIL
7.
Variation in the terms of options
NA
NA
8.
Money realised by exercise of options (`)
2,452,094
NIL
9.
Total number of options in force
607,082
2,477,400
B.
Employee-wise details of options granted to

No options were granted during the current year
1) Jayakumar P. g.- 45,000

2) Ravikumar P. S. - 22,500
3) Ravindran K. Warrier -15,000
4) P. Manikandan -10,000
(i)
(ii)
(iii)
C.
D.
Senior managerial personnel
Employees who were granted, in any one year, options

amounting to 5% or more of the options granted during None
the year
Identified employees who were granted options, during
any one year, equal to or exceeding 1% of the issued
None
capital (excluding outstanding warrants and conversions)
of the Company at the time of grant
Diluted Earning per Share pursuant to issue of shares
on exercise of options calculated in accordance with
Accounting Standard (AS) 20
The impact on the Profits and EPS
of the fair value method is given in the table below -
None
None
Net Profit as reported
(` 241.47 crores)
(` 241.47 crores)
Basic Earnings Per Share(EPS) as reported
ve
ve
Diluted EPS as reported
ve
ve
The Price of stock options granted is ` 118.35
The Price of stock options

granted is ` 40.73
(a) Exercise price equals market price
(b) Exercise price is greater than market price
(c)
Exercise price is less than market price
F.
Method and Assumptions used to estimate the fair

value of options granted during the year
Fair Value Method
Fair Value Method
E.
Weighted average exercise price and fair value of

options
Weighted average exercise price of options whose
(a) Exercise price equals market price

(b) Exercise price is greater than market price
(c)
Exercise price is less than market price

Weighted average fair value of options whose
Annexure to Directors Report for the year ended March 31, 2015
PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12
of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
Sl.
No.
I
Requirements
Disclosure
The ratio of the remuneration of each director to the median

remuneration of the employees for the financial year
MD & CEO
Mr. P. g. Jayakumar 3.34:1
The sitting fees paid to Chairman and other members of the Board have
not been considered as remuneration.
MD & CEO
Mr. P. g. Jayakumar 43.05%
CFO & Company Secretary
Mr. K. S. Krishnan 15.79%
NIL
II
The percentage increase in remuneration of each director, CFO, CEO,

CS in financial year
III
The percentage increase in the median remuneration of employees

in the financial year
The number of permanent employees on the rolls of the Bank
IV
V
The explanation on the relationship between average increase in

remuneration and Bank performance
VI
Comparison of the remuneration of the Key Managerial Personnel

against the performance of the Bank
Variations in the market capitalization of the Bank, price earnings
ratio as at the closing date of the current FY and previous FY and
percentage increase over decrease in the market quotations of the
shares of the Bank in comparison to the rate at which the Bank came
out with the last public offer.
Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are
any exceptional circumstances for increase in the managerial
remuneration;
Comparison of each remuneration of the Key Managerial Personnel
against the performance of the Bank
The key parameters for any variable component of remuneration
availed by the directors
VII
VIII
IX
X
XI
XII
The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess
of the highest paid director during the year
Affirmation that the remuneration is as per the remuneration policy of
the Bank
There were 2279 employees as on March 31, 2015

Factors considered while recommending increase in the compensation:
(a) Financial performance of the Bank
(b) Comparison with peer Banks
(c) Industry benchmarking and consideration towards cost of living
adjustment/inflation
(d) Regulatory guidelines as applicable
(e) All forms of compensation (fixed, variable, ESOS) to be consistent
with risk alignment
As mentioned above, the Bank follows holistic performance review
mechanism to ensure that the increase is commensurate with the effort
and it is aligned with the performance of the Bank.
For the year 2014-15, the Bank declared a loss of ` 241.47 crore
The Market capitalization of the Bank has decreased from ` 639.68 crore
as of March 31, 2014 to ` 548.29 crore as of March 31, 2015.
Not applicable
For the year 2014-15, the Bank declared a loss of ` 241.47 crore
Except Mr. P. g. Jayakumar, MD & CEO, no other Directors, including
Chairman, have been paid any remuneration, as only sitting fees are
paid to them. No variable remuneration has been paid to Mr. P. g.
Jayakumar, MD & CEO
No Top Management Executives who are not directors receive
remuneration in excess of the highest paid director during the year.
Yes, it is confirmed.
Notes:
1. The median salary of the staff members is arrived by taking 12 months comparable gross salary
2. Remuneration of Chairman and MD and CEO is regulated by RBI guidelines
www.dhanbank.com
10
Annexure to Directors Report for the year ended March 31, 2015
KSR/CBE/ T43 / 514 /2015-2016
The Members,
Dhanlaxmi Bank Limited,
P. B. No. 9, Dhanalakshmi Buildings,
Naickanal,
Thrissur 680 001.
Our Secretarial Audit Report of even date is to be read along with this letter.
1.
Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4.
As regards the compliance of laws, regulations that specifically apply to the business of the company, in addition to our audit, we
are also guided by the Management Representation of the Managing Director and Chief Executive Officer of the company in
certifying the compliance thereof.
5.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
6.
The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.
For KSR & Co Company Secretaries LLP

Date : 21st August, 2015
Place : Coimbatore
C. V. Madhusudhanan
Partner
(FCS: 5367; CP: 4480)
11
SECRETARIAL AUDIT REPORT

(Pursuant to Section 204(1) of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014
For the Financial Year ended 31st March, 2015
To
The Members,
Dhanlaxmi Bank Limited,
P. B. No.9, Dhanalakshmi Buildings,
Naickanal,
Thrissur 680 001.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate
practices by Dhanlaxmi Bank Limited (hereinafter called the Company). Secretarial Audit was conducted for the financial year ended
on 31st March, 2015 in a manner that provided us reasonable basis for evaluating the corporate conduct/statutory compliances and
expressing our opinion thereon.
On the basis of the above and on our verification of documents, books, papers, minutes, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives
during the conduct of the Audit. We hereby report that in our opinion, the Company has, during the period covered under the Audit
as aforesaid, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended 31st March, 2015 according to the provisions of:
i.
The Companies Act, 1956 and the Rules made there under to the extent applicable.
ii.
The Companies Act, 2013 and the Rules made there under.
iii.
The Securities Contracts (Regulation) Act, 1956 and the Rules made there under.
iv.
The Depositories Act, 1996 and the Regulations and Bye-Laws framed there under.
v.
The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings.
vi.
The following Regulations and guidelines prescribed under Securities and Exchange Board of India Act, 1992:
a.
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
b.
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.
c.
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
d.
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
guidelines, 1999.
e.
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.
f.
The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding
Companies Act and dealing with client.
g.
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.
h.
The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998.
www.dhanbank.com
12
vii.
The following laws, regulations applicable specifically to the Company:

a.
The Reserve Bank of India Act, 1934.
b.
The Banking Regulation Act, 1949.
c.
The Banking Companies Regulation (Companies Rules), 1949.
d.
The Banking Companies (Period of Preservation of Records) Rules, 1985.
We have also examined the compliance with applicable clauses of the following:
i.
Listing Agreement entered into with Stock Exchanges.
ii.
The compliance of Secretarial Standards does not arise as the same has not been notified under Section 118 of the Companies
Act, 2013 for being applicable during the period covered under the Audit.
On the basis of the information and explanation provided, the Company had no transaction during the period under Audit requiring
the compliance of applicable the provisions of Act / Regulations / Directions as mentioned above in respect of:
i.
Foreign Direct Investment, External Commercial Borrowings and Overseas Direct Investment.
ii.
Issue and / or listing of debt securities.
iii.
Buy-back of securities.
During the period under audit the Company, has complied with the provisions of the Act, Rules, Regulations, guidelines as mentioned
above subject to the following:
(i)
We observe that the key managerial position of Chief Financial Officer and Company Secretary are held by the same person
which in our opinion is not as per the provisions of Section 203(1) of the Companies Act, 2013;
(ii)
We observe that the provisions of Section 149 read with Schedule VI to the Companies Act, 2013 and further read with Clause
49 of the Listing Agreement are not complied to the extent that
(iii)
(a)
the Nomination Committee of the Board has not approved the criteria for evaluation of performance of independent
directors;
(b)
performance evaluation of the Independent Directors was not conducted;
(c)
separate meeting of Independent Directors was not conducted to enable the performance evaluation of nonindependent directors, Chairman and the Board as a whole;
We observe that the provisions of Clause 49 of the Listing Agreement are not complied to the extent that
(a)
the Code of Conduct of Board of Directors and senior management of the Company does not contain the duties of
the Independent Directors.
(b)
no familiarisation programs for Independent Directors were conducted and hence not disclosed on the website of the
Company.
(iv)
We observe that the provisions of Clause 49 of the Listing Agreement are not complied with to the extent that the Company
has not formulated a policy on materiality of related party transactions and also for dealing with related parties.
(v)
We observe that the Corporate Social Responsibility Committee has not formulated a policy on Corporate Social Responsibility
in terms of Section 135 read with Schedule VII of the Companies Act, 2013.
We further report that

The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took place during the period covered under
the Audit were carried out in compliance with the provisions of the Companies Act, 2013 and also in compliance of the Banking
Regulation Act, 1949.
13
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in
advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting. In the absence of any statutory requirement to send agenda or detailed notes on
agenda seven days in advance, reporting on compliance of the same does not arise.
Majority decision is carried through and recorded as part of the minutes. We understand that there were no dissenting views for being
captured in the minutes.
We further report that subject to our observations as stated above, there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
We further report that during the period covered under the Audit, the Company has made the following specific actions having a
major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, referred to above:
i.
Members have enabled Borrowing Powers of the Company up to a limit of `100 Crores over and above the aggregate of the
paid-up share capital and free reserves pursuant to Section 180(1)(c) of the Companies Act, 2013 at the 87th Annual general
Meeting held on 20th September, 2014 .
ii.
Members have increased the Authorised Share Capital of the Company from `200,00,00,000/- (Rupees Two Hundred Crore)
to `300,00,00,000/- (Rupees Three Hundred Crore) pursuant to Section 61 of the Companies Act, 2013 at the 87th Annual
general Meeting held on 20th September, 2014.
iii.
The Company allotted 76,00,000 equity shares of Rs.10/- each at a premium of `29/- per share aggregating to `29,64,00,000/on the basis of preferential issue under Chapter VII of The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009 read with Section 81(1A) of the Companies Act, 1956 made during the financial
year 2013-14.
iv.
The Company made a preferential issue of 4,39,07,000 equity shares of `10/- each at a premium of `35.55/- per share
aggregating to `199,99,63,850/- and allotted equity shares of equal number as per terms of issue under Chapter VII of The
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 read with Sections
62(1)(c) read with Section 42 of the Companies Act, 2013.
v.
The Reserve Bank of India has appointed two Additional Directors on the Board of Directors of the Company in pursuance of
Section 36AB of The Banking Regulation Act, 1949.
For KSR & Co Company Secretaries LLP
Date :
Place :
21st August, 2015

Coimbatore
www.dhanbank.com
C. V. Madhusudhanan
Partner
(FCS: 5367; CP: 4408)
14
Form No. MGT-9

EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31 March, 2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12 (1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION DETAILS
CIN
L65101KL1927PLC000307
Registration Date
14-11-1927
Name of the Company
Dhanlaxmi Bank Limited
Category/subcategory of the company
Public Company
Address of the Registered office and contact details
Dhanlaxmi Bank Limited, Dhanalakshmi Buildings, Naickanal,

Thrissur 680 001
Whether listed
Yes
Name, Address and contact details of Registrar and transfer

Agent, if any
M/s. Karvy Computershare (P) Ltd.

Plot No.17-24, Vittal Rao Nagar, Madhapur,
Hyderabad 500 081
Ph: 040 23420818
E-mail: [email protected]
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated
Sl. No.
1
Sl. No. Name and Description of

main products / services
NIC Code of the Product/service
Banking Service
% to total turnover of the company
64191
100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.
No.
Name and Address of

the Company
Nil
CIN/GLN
Holding/Subsidiary/
Associate
% of Shares held
Applicable section
IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)
(i) Category-wise Shareholding
No. of shares held at the beginning of the year
Category of Shareholders
A. Promoters
(1) Indian
a) Individual/HUF
b) Central govt.
c) State govt.(s)
d) Bodies Corp.
e) Banks/FI
f) Any other
Sub-total (A) (1)
(2) Foreign
a) NRIs Individuals
b) Other Individuals
Demat
Physical
No. of shares held at the end of the year
% of Total
shares
Total
Demat
Physical
% of Total
shares
Total
% of
change
during the
year
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
15
No. of shares held at the beginning of the year

Category of Shareholders
c) Bodies Corp.
d) Banks/FI
e) Any other
Sub-total (A) (2)
Total Shareholding of Promoter
(A)= (A)(1) + (A) (2)
1. Institution
a) Mutual Fund
b) Banks/FI
c) Central govt.
d) State govts.
e) Venture Capital funds
f) Insurance Companies
g) FIIs
h) Foreign Venture Capital
Funds
i) Others (specify)
Sub-Total (B)(1)
2. Non-Institutions
a) Bodies Corp
b) Individuals
i) Individual
Shareholders holding
nominal share
capital upto `1 Lakh
ii) Individual
Shareholders holding
nominal share
capital in excess of
`1 Lakh
c) Others (specify)
Qualified Foreign Investor
Trust
Clearing Member
HUF
Directors & their relatives
Escrow Account
Non-Resident Indians
ESOS
Foreign Portfolio Investor
(Corporate)
Sub-total (B) (2)
Total Public Shareholding
(B)= (B)(1) +(B)(2)
C. Shares held by Custodians
for gDRs and ADRs
Grand Total (A+B+C)
www.dhanbank.com
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
% of
change
during the
year
0
0
0
0
0
0
2265
1286473
0
0
0
442277
40156402
0
0
700
0
0
0
0
0
0
0
2965
1286473
0
0
0
442277
40156402
0
0
0.00
1.02
0.00
0.00
0.00
0.35
31.89
0.00
0
1732
351478
0
0
0
442277
36751570
0
0
700
0
0
0
0
0
0
0
0
2432
351478
0
0
0
442277
36751570
0
0
0.00
0.20
0.00
0.00
0.00
0.25
20.71
0
0
0
-0.82
0
0
0
-0.10
-11.18
0
0
41887417
0
700
0
41888117
0.00
33.26
0
37547057
0
700
0
37547757
0
21.16
0
-12.10
15577254
74808
15652062
12.43
27432093
74808
27506901
15.50
3.07
21574056
3634805
25208861
20.02
24888008
3541541
28429549
16.02
-4.00
25045829
127060
25172889
19.98
58251460
92630
58344090
32.88
12.98
0
6800
435229
1367472
21200
0
16106042
0
0
0
30
0
0
0
0
75917
0
0
0
6830
435229
1367472
21200
0
16181959
0
0
0
0.01
0.35
1.08
0.02
0
12.85
0
0
0
6800
261622
1856427
800
0
23414859
0
0
0
30
0
0
0
0
72784
0
0
0
6830
261622
1856427
800
0
23487643
0
0
0
0.00
0.15
1.05
0.00
0
13.24
0
0
0
-0.01
0.20
-0.04
-0.02
0
-0.39
0
0
80133882
122021299
3912620
3913320
84046502
125934619
66.74
100.00
136112069
173659126
3781793
3782493
139893862
177441619
78.84
100.00
+12.10
0
122021299
3913320
125934619
100.00
173659126
3782493
177441619
100.00
Demat
Physical
No. of shares held at the end of the year
% of Total
shares
Total
Demat
Physical
% of Total
shares
Total
16
(ii) Shareholding of Promoters/Promoter Group

Sl.
No.
1
Shareholders
Name
Shareholding at the beginning of the

year
Shareholding at the end of the year
% of change in
shareholding
during the year
Nil
Total
(iii) Change in Promoters Shareholding (please specify, if there is no change)

Sl.
No.
Shareholding at the beginning

of the year (as on 01.04.2014 on
the basis of SHP of 31.03.2014
Cumulative shareholding during

the year
No. of shares
% of total
shares of the
company
No. of shares
% of total
shares of the
company
At the beginning of the year
Date wise increase/decrease in promoters

shareholding during the year specifying the
reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc.)
At the end of the year
(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sl. No.
Name of Shareholder
Shareholding at the
beginning of the year (as on
01.04.2014 on the basis of
SHP of 31.03.2014
% of total
No. of shares shares of the
company
Change in Share holding

(No. of shares)
Increase
Decrease
Shareholding at the end of

the year
No. of shares
% of total
shares of the
company
P. Raja Mohan Rao
6412000
5.09
6412000
3.61%
Elara India Opportunities

Fund Limited
6129220
4.87
6129220
3.45%
Antara India Evergreen Fund

Ltd.
6100000
4.84
6100000
3.44%
Marshal global Capital

Fund Ltd.
5500000
4.37
5500000
3.10%
Yusuffali Musaliam Veettil

Abdul Kader
5289980
4.20
5289980
2.98%
B. Ravindran Pillai
5250000
4.17
3600000
8850000
4.99%
National Westminster Bank

PLC as Trustee of the Jupiter
India Fund
3445000
2.74
3445000
1.94%
Shital Raghu Kataria
3155780
2.51
3500000
6655780
3.75%
Mohanachandran Nair B.
2951000
2.34
1095000
4046000
2.28%
Lotus global Investments Ltd.
2933044
2.33
328010
2605034
1.47%
10
17
(v) Shareholding of Directors and Key Managerial Personnel as on 31.03.2015
Sl.
No.
Shareholding at the
beginning of the year
Name of Director and KMP
Mr. T. Y. Prabhu, Chairman
Mr. Jayakumar P. g., MD & CEO
Mr. K. Srikanth Reddy *
% of total
Bank
200
0.00
Change in shareholding
(No. of Shareholding)
Shareholding at the end of

the year
Increase
Decrease
% of total
Bank
200
0.00
20000
0.02
NA
NA
NA
NA
Mr. K. Vijayaraghavan **
400
0.00
NA
NA
NA
NA
Mr. P. Mohanan
200
0.00
200
0.00
Mr. Chella K. Srinivasan
200
0.00
200
0.00
Mr. K. Jayakumar
200
0.00
200
0.00
Dr. Lakshmy Devi K. R. #
0.00
200
200
0.00
Mr. Rohit Jain RBI Director
Mr. Susobhan Sinha RBI

Director
150
0.00
150
0.00
10
KMPs other than MD & CEO

1
Mr. Krishnan K. S., CFO &

Company Secretary
* Ceased to be a Director w.e.f. 15.11.2014

** Ceased to be a Director w.e.f. 20.09.2014
# Appointed as Director w.e.f. 11.11.2014
V. INDEBTEDNESS as on 31.03.2015
Indebtedness of the Bank including interest outstanding /accrued but not due for payment
Particulars
(` in Cr.)
Secured Loan
excluding
deposit
Unsecured
loans
Deposit
Total
indebtedness
812.95
483.68
1296.63
Indebtedness at the beginning of the financial year

i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
1.80
16.75
18.55
814.75
500.43
1315.18
Change in Indebtedness during financial year

Addition
25908.80
1039
26947.80
Reduction
26154.75
1148.33
27303.08
567.00
374.35
941.35
0.29
14.81
15.10
567.29
389.16
956.45
Net Charge
Indebtedness at the end of the financial year
i)
Principal Amount
ii)
Interest due but not paid
iii)
Interest accrued but not due
Total (i+ii+iii)
www.dhanbank.com
18
VI.
A.
Sl.
No.
1
3
4
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Remuneration to Managing Director, Whole time Directors and/or Manager
Name of MD/WTD/Manager
Particulars of Remuneration
Gross Salary
(a) Salary as per provisions contained in Section
17(1) of the Companies Act, 1961
(b) Value of perquisites u/s 17(2) of Income-Tax
Act, 1961
(c) Profits in lieu of salary under Section 17(3) of
Income-Tax Act, 1961
Stock Option
granted during the year
Exercised during the year
Sweat Equity
Commission
- As % of profit
- Others, specify
Others, Please specify
Total (A) (Total Remuneration does not include the
number of Stock Options)
Ceilings as per the Act #
Mr. Jayakumar
P. G.
WTD
Manager
Total
34,45,154/-
34,45,154/-
34200/-
34200/-
45,000
-
0
0
0
0
0
0
0
0
# Note: In terms of the provisions of the Companies Act, 2013, the remuneration payable to MD & CEO shall not exceed 5% of the net profit of the
Bank. The remuneration paid to MD & CEO is well within the limit.
B. Remuneration to other Directors

Sl.
No.
1
Particulars of
Remuneration
Independent Directors
Fee for attending Board/
Committee Meetings
Commission
Total (1)
Other Non-Independent
Directors
Fee for attending Board/
Committee Meetings
Commission
Total (2)
Total (B) = (1+2)
Total Management
Remuneration
Overall ceiling as per the
Act #
Name of Directors
Sri T. Y.
Prabhu
4,30,000/-
Sri K.
Sri K.
Srikanth
Vijayaraghavan**
Reddy *
3,40,000/2,50,000/-
0
0
0
0
4,30,000/- 3,40,000/Sri Rohit
Sri
Jain $
Susobhan
Sinha $
-
0
0
2,50,000/-
Sri P.
Mohanan
Total
6,20,000/-
Sri
Sri K.
Dr.
Chella K. Jayakumar Lakshmy
Srinivasan
Devi K. R.#
6,00,000/- 3,30,000/- 1,40,000/-
0
0
6,20,000/-
0
0
6,00,000/-
0
0
3,30,000/-
0
0
0
0
1,40,000/- 27,10,000/-
* Ceased to be a Director w.e.f. 15.11.2014

** Ceased to be a Director w.e.f. 20.09.2014
$ RBI Additional Directors
# Appointed as Additional Director w.e.f. 11.11.2014
## Note - In terms of the provisions of the Companies Act, 2013, the remuneration payable to directors other than executive directors shall not exceed
1% of the net profit of the Bank. The remuneration payable to the Directors is well within the said limit.
19
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl.
No.
1
Key Managerial Personnel
Particulars of Remuneration
Total Amount
1,273,065/-
1,273,065/-
(b) Value of perquisites u/s 17(2) of Income Tax, 1961
(c) Profits in lieu of salary under Section 17(3) Income Tax, 1961
gross Salary
(a) Salary as per provisions contained in Section 17(1) of the
Income Tax, 1961
Stock Option
- granted during the year
- Exercised during the year
- As % of profit
- Others, specify
1,273,065/-
1,273,065/-
Sweat Equity
Commission
Others, please specify

Total (A) (Total Remuneration does not include the number of
Stock Options)
VII.
PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
Type
A. Company
Section of the
Companies Act
Brief Description
Details of
penalty/
punishment/
compounding
fee imposed
Authority (RD/
NCLT/COURT)
Appeal Made, if
any (give details)
None
Penalty
Punishment
Compounding
B. Directors
None
Penalty
Punishment
Compounding
C. Other Officers in default
None
Penalty
Punishment
Compounding
www.dhanbank.com
20

GLOBAL ECONOMY
global growth was around 3.4 % in 2013-14. It remained almost
the same in 2014-15, registering uneven growth across the
major countries and regions.
According the International Monetary Fund, the four major
factors which influenced global economy in 2014-15 were the
following: Uneven growth in various countries
Weak Banks and High level of debts affecting growth
Oil price declining by around 45%
Strengthening of US Dollars
economic growth. Lower interest rates made it attractive to

buy assets such as houses. Overall, the low interest rate regime
aggravated demand.
The forecast for the financial year 2015-16 is positive. U.S.
economy is slowly regaining momentum. Weather- and strike
related disruptions have receded. Housing and auto activity
have rebounded. The revival in U S economy augurs well for the
global economy.
However, geopolitical tensions continue to pose threats, and
risks of disruptive shifts in asset prices remain relevant. In some
advanced economies, protracted low inflation or deflation also
pose risks to economic activity.
Uneven growth in various countries and regions continue as a

major challenge for overall economic development. In addition,
there is increased geopolitical uncertainty related to the RussiaUkraine and Middle East conflicts, as well as increased concern
about the economic and political future of the Euro Area and
European Union.
The economy of India is the 7th largest in the World, by gDP. It has
3rd position when ranking is made based on Purchasing Power
Parity (PPP).
Worries about weakening of banking system in Europe due to

risky lending and drag in recovery were raised by many quarters
during the year. Strengthening of global banking system was
dubbed as crucial to global financial stability.
India is classified as a Newly Industrialised Country and a

Developing Economy. It has clocked average growth of
approximately 7% for the last two decades. Recently the growth
rate of Indian economy has surpassed that of China.
The decline in oil prices did boost activity more than expected.
Lower inflation and higher outputs were resulted from decline in
Oil prices.
The single most important trend witnessed in the banking sector

was the downward movement of rate of interests. Rate of interest
started declining from the second half of 2014-15 and the trend
of soft interest rates is likely to continue in the near term.
The strengthening of US Dollars had a significant impact in global

economy during the past year.
Two major phenomena witnessed in the past financial year
were softening of interest rates across the globe and the anxiety
created over the events unfolded in greece. If anyone term
eclipsed all other concerns during the financial year, it was
grexit, the term used to denote the potential exit of greece
from European Union (EU).
The unthinkable was prevented, with European Union offering
a fresh tranche of financial aid and the greek government
agreeing to accept the funds with related terms and conditions.
The lowering of interest rates was also noticeable in all major
economies during the year. This encouraged spending and
investment. This also led to higher aggregate demand and
INDIAN ECONOMY
The economic future of the country is considered positive due

to the young population, healthy savings and investment rates
and the integration of the economy with world market at a faster
pace compared to other economies.
According to International Monetary Fund, the short-term growth
perspective is also good. It has termed Indian economy as a
bright spot in the not-so-promising state of economies of other
countries. It is estimated that the Indian economy is likely to grow
by 7.5% to 8.3% in 2015-2016.
With 1.2 billion people, Indias recent growth and development
has been a significant achievement. The country has become
a net exporter of food by bringing about a landmark agricultural
revolution since independence. Life expectancy has more than
doubled, literacy rates have quadrupled and health conditions
21
of people have improved. India is expected to have the largest

and youngest workforce the world has ever seen. At the same
time, the country is in the midst of a massive wave of Urbanization
as millions of people move from villages to Urban areas.
A critical problem facing Indias economy is the sharp and
growing regional variations among different regions in terms of
availability of infrastructure, socio-economic development etc.
Severe disparities exist among States in terms of income, literacy
rates, life expectancy and living conditions.
KERALA ECONOMY
Kerala economy has been termed as money order economy,
many times. It earned this nickname on account of the large
number of expatriates, the remittances from whom keep the
domestic economy buoyant.
The number of Keralites working abroad is estimated as above
30 lakhs. Large scale migration from Kerala started at the time of
gulf boom in 1970s. This continued unabated in the succeeding
decades and consequently, the State became the largest
receiver of inward remittances in the country.
The share of income from primary sector (agriculture and allied
activities) in Kerala is around 14%. The share of income from
secondary sector (manufacturing and construction) is around
24% and the lion share is contributed by services sector at 62%.
This trend of high dominance of services sector differentiates
Kerala from economies of other States in the country and puts it
in a special league of certain European Countries in terms of the
development model it has been pursuing over the last several
decades. Segments such as transport, communication, trade,
hotels, banking, insurance and real estate have performed well
during the past. Urbanisation of rural areas takes place at a
scorching pace, all over the State.
Much of Keralas agriculture land is under plantation crops,
Rubber being the most dominant crop among these. Kerala
accounts for 90% of the aggregate production of natural
rubber in the country. However, the production of food items
continues to be much lower than desirable levels, despite the
dependence of the State on neighbouring States for such items.
Agriculture in the State does not show signs of immediate revival.
There are various reasons for the decline in agriculture, starting
from reduction in productivity and land under cultivation, to
large scale import of agriculture produces.
Two defining trends which may have long term implication in
the economy of Kerala were witnessed during the financial year
www.dhanbank.com
2015-2016. These were decline in Rubber prices and large scale

inflow of labourers from North-Eastern States.
The backbone of Keralas agriculture was income from natural
rubber. The livelihood of large number of households in the State
rested on the steady income from rubber. Due to slackening of
prices, the income from this sector shrank considerably and the
adverse effect is visible in other sectors also.
The inflow of migrant labourers from North-Eastern States have
increased manifold in recent years. The total number of migrant
labourers is estimated at around 30 lakhs.
In terms of globalization, the model adopted by Kerala can
be termed as most appropriate since around 30 lakh skilled
Keralites are working abroad and a similar number of unskilled
labourers are engaged in manual labour within its territory.
This model can be termed as a perfect implementation of
prescriptions of globalisation.
However, the impact of this large scale inflow of Non-Keralite
work force on the socio-cultural environment of Kerala is yet to
be studied in detail.
REGULATORY MEASURES AND MONETARY POLICIES
Financial markets have been upbeat, reflecting ebbing volatility
and strengthening confidence in the outlook shared by domestic
and foreign investors. Domestic money, debt and foreign
exchange markets have remained stable and stock prices
reached record highs. growth in credit in the banking system,
however, has turned sluggish. The Reserve Bank implemented
a new liquidity management framework which provides greater
assurance and flexibility on liquidity.
The features of revised liquidity management framework include:
(a) assured access to liquidity of 1 per cent of NDTL (excluding
ECR) in the form of bank-wise overnight fixed rate repos of
0.25 per cent of NDTL and the balance through variable rate
14- day term repos; (b) more frequent auction of term repos
during a fortnight, allowing flexibility to banks to alter their liquidity
assessment four times during the fortnight and participate in
auctions accordingly; and (c) higher frequency of access to
Reserve Banks overnight liquidity, with the introduction of variable
rate overnight repos/reverse repo auctions between 3 to 3.30
PM, besides extending the timing of ECR facility to 5 PM.
In summary, the progressive evolution of the term repo auctions
as the main instrument of frictional liquidity management is
expected to improve the transmission of policy impulses across
22
the interest rate spectrum. Money, debt and foreign exchange

markets have generally mirrored liquidity conditions and will
follow incoming information, both global and domestic. Equity
markets have displayed robust optimism and may continue to
be supported by the global search for yields, although reversal in
market sentiments surrounding the US monetary policy tightening
remains a clear risk.
Opportunities and Threats
Indian banking in future is expected to grow exponentially
supported by technology intensive processes and customer
friendly models with focus on convenience and cost effectiveness.
The areas which should receive the attention of banks seeking
opportunities for sustainable growth are summarized below:l
Retail banking will be immensely benefited from the Indian

demographic dividend. It is important to note that the
middle class population is expected to touch 200 million by
2020 and 475 million by 2027. This would imply mortgages
would grow fast and likely to cross ` 40 trillion by 2020;
Another segment that will provide huge opportunities will
be the financing of affordable housing for growing low &
middle class;
Rapid accumulation of wealth in rich households will drive
wealth management to 10X size;
The Next Billion consumer segment will emerge as the largest
in terms of numbers and will accentuate the demand for
low cost banking solutions and innovative operating models,
throwing up a big market of small customers;
Branches and ATMs will need to grow 2X and 5X respectively
to serve the huge addition to bankable population. Low
cost branch network with smaller sized branches will be
adopted;
Mobile banking will come of age with widespread access
to internet on mobile reaping the benefit of the high mobile
density in the country;
Banks will adopt CRM and data warehousing in a major
way to reduce customer acquisition costs and improve
risk management. Banks will have to understand and
adopt new technologies like, cloud computing and invest
significantly in analytics based on big data;
Margins will see downward pressure both in retail and
corporate banking, spurring banks to generate more fees
and improve operating efficiency;
Banks will discover the importance of the SME segment
for profitability and growth and new models to serve SME
segment profitably will be found as more than three fourth
of the segment is still waiting to be served;
As the economy expands, a greater quantum of resources

will be needed for supporting the growth process. The Indian
banking sector also needs to catch up the likely acceleration in
the credit to gDP ratio as the economy expands. To support the

economic growth as envisaged in the 12th Five Year Plan, the
banking business needs to expand significantly to an estimated
` 288 trillion by 2020.
While announcing the decision to grant in-principle approval
to the two applicants, the Reserve Bank indicated that going
forward; it would use the learning experience from this licensing
exercise to revise the guidelines appropriately and move to
grant licenses more regularly on tap basis. Further, Reserve
Bank would work on a policy of having various categories of
differentiated bank licenses which will allow a wider pool of
entrants into banking leading to greater banking penetration and
more competitive environment. Reserve Bank has, accordingly,
been working on the relevant guidelines for licensing payment
banks and small banks.. The challenge before banks would be
to make the best use of technology and innovation to bring
down intermediation costs while protecting their bottom lines.
The implementation of Basel III framework will throw various
challenges for banks. In particular, the adoption of Basel III
capital requirements by Indian banks would push down their
return on equity (RoE) to an extent. Investors have a wider choice
and the stocks of the manufacturing sector may be preferred to
banking sector stocks and, as such, it may perhaps be difficult
to convince the investor community to invest in Indian banks in
the short-term. It is, however, expected that by looking at the
benefits of implementation of Basel III capital requirements by
way of increasing resilience of the banking system, investors will
get adjusted to the new reality.
In the process of phased adoption of Basel III capital norms,
Indian banks in general have a relatively comfortable capital
adequacy position to begin with. Rising required amount of
capital going forward would be, however, a challenge, to
which I turn now. The Reserve Bank issued final guidelines on
implementation of Basel III capital regulations on May 2, 2012.
The guidelines became effective from April 1, 2013 in phases and
will be fully implemented as on March 31, 2019. Though there
are various estimates about the additional capital mobilization
by the PSBs arising out of the phased implementation of Basel
III capital requirements, one thing is clear that the required
magnitude of capital in the run up to the full implementation will
be substantial.
During the quarter ended December 2013, banks collectively
held loan provisions of about Rupees one lakh crores, an
increase of 13 percent over the year, indicating that loan
asset quality of banks in India deteriorated considerably.
The trend of y-o-y growth in gross non-performing advances
(gNPA) outstripping the y-o-y growth of advances, that started
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from the quarter ended September 2011, continues although

the gap in the growth rates is narrowed. It is widely accepted
that the economic slowdown has affected the asset quality of
banks adversely though the impact is not similar across bank
groups.
Finally conclude by highlighting that the challenges facing
banks as they gear up to the task of funding an economy,
aspiring to become a middle-income country in the years to
come, are known knowns. But the known unknown is how the
banks will be able to adapt to the evolving situation and come
on top of it. What compounds the matter further is the fact that
Indian banks have to operate in an increasingly globalised
environment, because of which there will be many factors
regulatory, technological, cross-border financial flows impacting
them over which they may not have any control.
Financial Performance
The Banks operating profit during the year was ` 16.58 crore as
against ` 06.07 crore during the previous year. The total business
of the Bank as on March 31, 2015 stood at ` 20503.58 crore
registering a growth of 0.81% over last year. While the Deposits
grew by 2.05% to reach ` 12381.68 crore, the total advances
stood at ` 8121.90 as against ` 8205.76 in the last year. The
percentage of gross NPA and Net NPA as on March 31, 2015
was 7.00% and 3.29 respectively. The capital adequacy ratio
under Basel II and III as at the end of the financial year was
9.71% and 9.59% respectively. The Bank declared a net loss of.
` 241.47 crore for the year ended March 31, 2015 as against
` 251.82 crore during the previous year. The book value per
share was ` 58.47.
CREDIT SANCTION
Credit Risk is defined as the possibility of losses associated with
attenuation in the credit quality of borrowers or counterparties.
Credit risk is managed through a framework which sets out Policies
and procedures covering its measurement and management.
To manage the credit risk, a comprehensive Credit Policy has
been put in place in the Bank with the following broad objectives:
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Maintain quality of loan assets.

Ensure reasonable return on the assets.
Ensure an acceptable risk profile.
Achieve proper sectoral / geographical distribution of
assets.
Compliance with regulatory norms in respect of exposure
caps, pricing, IRAC guidelines, targeted credit etc.
Bank is adopting a careful assessment of risk-return tradeoff,

which is critical to its success. Bank has also created dedicated
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and distinct teams to take care of various functions and sub

functions. Branch centric model has been introduced and
branches are given more delegated financial powers for
sanctioning the loans.
The practice of providing an internal rating to borrowers, besides
the external rating, has been put in place by the bank. The
credit policy of the bank has prescribed exposure cap to ensure
a fairly diversified spread of the credit portfolio to avoid credit
concentrations either to a sector or to any borrower/group.
Bank expects to achieve its earnings objectives and to satisfy its
customers needs while maintaining a sound portfolio.
As part of these exercises, the credit dispensation function
was trifurcated as Credit Sourcing, Credit Sanction and Credit
Monitoring. Branches are allocated to individual credit officers
for speedy decision. Recovery of the non-performing assets
was handled by a separate team with the requisite expertise. To
enable taking a focused view within the credit portfolio, Bank has
fixed targets for the following segments and achievement under
these segments is monitored regularly.
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Corporate Banking
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SME
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Retail Assets
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Agri & Microcredit
CORPORATE BANKING
Bank provides its corporate and institutional clients a wide range
of commercial and transactional banking products, backed
by high quality service and relationship management. Funded
and non-funded products including working capital finance,
term loan finance, trade services, foreign exchange, cash
management, distribution products and syndication services for
debt and equity are offered by the Bank.
The main focus is on growth sectors like pharmaceuticals,
infrastructure, hospitality, education, etc. The Credit policy
framework is intended to provide efficient delivery of products
and services to corporates with all possible safeguards for
prudent management of credit portfolio under this segment.
Since the advances are of varied nature under this segment
and deeper understanding of the industry is required for the
management of credit portfolio, the central credit team takes
care of the exposure under this segment.
LENDING TO MICRO, SMALL AND MEDIUM ENTERPRISES
The Micro, Small and Medium Enterprises (MSME) segment is a
key business area for the Bank. MSMEs play a vital role in the
development of the economy and generation of employment.
Bank is able to participate in both fund and non-fund based
credit limits, diversification of risk and cross-selling.
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Importantly, Bank can also fulfill their priority sector obligations

by lending to MSME. One of the routes for achieving financial
inclusion is by supporting small and micro enterprises, which
in turn provide employment opportunities to the financially
excluded. 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, letter of credit,
bank guarantees, cash management services and other
structured products is made available to these customers.
Bank has entered into agreement with Credit guarantee Trust
Fund for Micro and Small Enterprises to provide collateral free
credit facilities to the borrowers in this segment.
Out standings in the area of Micro Credit was `143.44 crores

as on 31.03.2015.
The banks total agriculture advances stand at 18.73% of

ANBC as against a target of 18% and direct agriculture
advances stands at 14.46% as on 31.03.15 against the
direct agriculture target of 13.50% of ANBC. The bank has
extended 12.40% of ANBC to weaker section as against a
target of 10% of ANBC.
RETAIL ADVANCES
Focus on grass root level lending to SHgs through Direct SHg

Bank Linkage Lending Model in Kerala & Tamil Nadu.
There are > 20000 number of SHgs maintaining savings

bank account with our various branches. Credit facilities
availed by SHgs from the Bank stood at ` 563.25 crore as on
31.03.2015. Kisan Credit Cards amounting to ` 9.44 crores
were issued to 221 farmers as on 31.03.2015.
Tie-up with dairies for providing cattle loans under JLg
model and with NgOs for providing rural housing loans to
SHg members.
Retail exposure is mostly in the segments of mortgage, vehicle

loan, education loan and other commercial loans. Bank has
developed an array of parameterized retail credit products to suit
the requirements of retail customers. Customized credit products
are available for individuals, traders, contractors, businessmen,
professionals, etc. The products are mostly decentralized and
are offered through the branch channels.
CREDIT GUARANTEE FUND TRUST FOR MICRO & SMALL
ENTERPRISES (CGTMSE)
Credit guarantee Fund Trust For Micro & Small Enterprises
(CgTMSE) is launched to reassure the lender that, in the event of
a MSE unit, which availed collateral free credit facilities, fails to
discharge its liabilities to the lender, the guarantee Trust would
make good the loss incurred by the lender up to 75/80/85
per cent of the credit facility. Your Bank is one of the Member
Lending Institution. As usual this year also your bank has enrolled
seventeen borrowers under the scheme.
MICROFINANCE AND AGRICULTURE LENDING
The Bank has been working with various Self Help groups to cater
to a wide consumer base through its own branch network. Bank
has NgO partners who work with the objective of providing credit
for income generation activities by providing training, vocational
guidance, and marketing support to their members. The Bank
continued to focus on agriculture lending as a large portion of
Indias un-banked population relies on agriculture as their main
source of livelihood. The Bank provides various loans to farmers
through its suite of specifically designed products such as
Kissan Credit Card plus SB scheme, crop loans, livestock loans,
plantation loans, supply chain financing etc. 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 cash
flows; the Bank is able to finance specific needs of the farmers.
Bank has given specific focus on lending to poultry farmers,

rubber, pineapple and other fruit growers through government
agriculture departments, associations, commodity board
etc.
Highlights of the Banks Microfinance and Agri-business during
the year were:
CREDIT CARDS
A robust system as per international standards is in place for
credit card operations in the Bank. Bank is issuing globally valid
Platinum, gold and Corporate gold credit cards in association
with the VISA. Complying with the guidelines of regulator, Bank
has started issuing EMV chip cards which will add an additional
layer of security for Point of Sale transactions. All credit card
processes, such as online authorization, cardholder alerts
on the credit card activities are automated and the system
is functioning smoothly. The core activities like sourcing and
sanctioning of applications are managed by the Bank. End to
end non-core activities are outsourced to a well experienced
vendor and monitored by the Bank. 24/7 customer care center
is in place to assist the cardholders instantaneously. Bank has
complied with the regulatory guidelines pertaining to credit card
operations.
CREDIT MONITORING
In order to ensure safety and quality of credit portfolio, Credit
Monitoring Team plays a key role in the post sanction credit
process such as, timely and orderly dispensation of credit, security
creation, account management, monitoring the conduct of the
assets, quality of asset portfolio, safeguarding securities charged
to the bank, reporting of irregularities and adherence to terms
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of sanction through continuous liaison with the branches. This

team helps to strengthen the post sanction activities in the weak
prone areas and plug the gaps. Remedial measures are taken
proactively to prevent slippages.
Detailed guidelines and well defined procedures as amended
from time to time as per the regulatory guidelines / directives of
Board on the process flow for credit disbursement / administration
are put in place by the department.
BUSINESS DEVELOPMENT AND PLANNING
This department is serving as a research team, in introduction
of new products/business lines designed on the basis of a
broad assessment of market trends to satisfy growing needs of
customers. It also acts as an effective coordinator between the
Management, various regional administrative offices and the
branches which are the business generating units.
The department is also responsible for implementing the RBI/
BCSBI guidelines/Damodaran Committee recommendations
on customer service and management of complaints including
from Banking Ombudsman.
During last year, many products, campaigns and new services
were introduced to serve the customers better:
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New savings account product, Dhanam Vanitha was
introduced with a view to widen the scope of customer
offerings in savings account segment. The salient feature of
the product include Sweep in/out facility, Nominal minimum
balance requirement etc. This product is an exclusive
savings account to cater to the need of Women segment.
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Introduction of CASA campaign- Mission -1000 with a view

to facilitate increasing the number of active relationships
and also to strengthen the low cost deposit and thereby
reducing the cost of deposit and improve the Banks
profitability.
Introduction of New term deposit product Dhanam 400

days with a view to expand the relationship of the existing
customers, to increase the retail portfolio of the Bank.
Bank has renewed the general insurance tie up with our

Corporate Agent Bajaj Allianz general Insurance Co. Ltd. for
a period till March 2016.
Introduced facility for online verification of KYC / AML

documents for all branches, in line with the recent
amendment to Prevention of Money Laundering rules by
Reserve Bank of India.
Bank has entered in to new business tie up with Devan

Housing Finance Limited for sourcing / referring housing
loans with a view to increase non interest income of the
Bank.
Introduction of Revival of Inoperative Accounts campaign
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to encourage the CASA growth and to increase profitability.

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Bank has reintroduced Dhanam 3 in 1 account which

comprises of savings account, demat account and trading
account in one basket. For trading account Bank have
entered into an agreement with M/s Religare Securities Ltd.
Introduction of Products and Services Diary version 2 with

an objective of improving the product knowledge of
employees and also serves as a ready reckoner for all the
products and services offered by the Bank.
Safe deposit lockers- Special Drive for 100% occupancy

were introduced with a view to accelerate renting out of
vacant lockers and have specified certain concession in
locker rent during the campaign period for the customers
maintaining reasonable average balance in CASA / Deposit
relationship with the Bank.
Provided sandwich posters containing information on

the Banks various products and services for displaying in
all branches/ATMs to make aware of the customers and
general public about facilities offered by the Bank.
Amongst other things, the department handles Business

Development, New Product & Service Development,
government Business, Liability and Third Party Products
Portfolio, Infrastructure and Administration Support,
Centralised Operations, Currency Chests, Public Relations
and Publicity. The Central Processing Centre of the bank also
functions under the ambit of this department.
GOVERNMENT BUSINESS
Your bank is honoured to be bankers to scores of government,
Quasi-government, Body Corporates, Statutory Bodies Institutions
under the Centre and State governments. In the state of Kerala,
we have the privilege to be bankers many reputed organizations
viz. Travancore Devaswom Board (TDB), Cochin Devaswom Board,
guruvayur Devaswom Board, Kerala State Financial Enterprises
(KSFE), Kerala State Beverages Corporation (KSBC), Kerala Head
Load Workers Welfare Board, greater Cochin Development
Authority (gCDA), Abkari Workers Welfare Fund Board, Shops
and Establishments Workers Welfare Fund Board, Tailor Workers
Welfare Fund Board, Motor Workers Welfare Fund Board, Poultry
Development Corporation, Building and Constructions Workers
Welfare Fund Board etc. At the Central level, we also serve
government undertakings like LIC, gIC, NABARD, HUDCO, Army
Welfare Housing Organisation, National Co-op Development
Corporation, NTPC-SAIL Pvt. Ltd., Tourism Finance Corporation
of India, PEC Ltd., Railway Vikas Nigam Ltd. and Power Finance
Corporation.
The Bank has been honoured once again as the committee
appointed by Hon. Supreme court of India has entrusted your
Bank to take care of the entire Hundi collection of the famous Sri
Padmanabha Swami Temple, Thiruvananthapuram.
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Bank has won compliments from these government institutions

for the services rendered. As a Bank committed to the social
cause, your bank has large number of micro credit initiatives.
Bank continues its commitment to various schemes for the
benefit of weaker sections of the society, particularly in Kerala.
YOUR BANKS OPERATIONS AT SABARIMALA
Your Bank became the principal bankers to Travancore
Devaswom Board in late 1970s. Your bank accepted to become
the Banker to Lord Ayyappa and the temples administered by
TDB in a spirit of public service. Since then the Bank has been
extending the best of services to the TDB and the temples
administered by it.
Over the years, the Bank has expanded its services by opening
satellite branches at Sannidhanam, Pampa, Erumeli and
Nilakkal during the season viz. mid November to mid January
every year and during the monthly poojas. The Bank has also
deployed modern office equipments like Cash Sorting/Counting
machines, Coin Counting/Bundling machines and has also
extended anywhere banking services under Centralised Banking
System at these branches.
Bank has established ATMs at Pamba and Sannidhanam for
the benefit of millions of Lord Ayyappa devotees. The personnel
of the Bank have displayed unmatched commitment, to this
sacred work despite numerous hardships. The branches at
Sannidhanam, Pampa, Erumeli, Mavelikkara and Nanthancode
are functioning from the TDB premises.
In addition to the regular services provided, we have facilitated
Travancore Devaswom Board with following new services during
the financial year 2014-15.
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Facility of online advance booking of Pooja and Prasadam

through payment gateway provided by the Bank. All
pilgrims booking Pooja/Prasadam were serviced at
exclusive counters opened for the purpose by the Bank at
Sannidhanam.
Newly introduced Prasadam Kits containing Appam,
Aravana, Manjal, Kunkumam and Vibhuthi were distributed
through Bank counters at Sannidhanam.
THIRD PARTY PRODUCTS DISTRIBUTION

Life Insurance
Bank in tether with M/s. Bajaj Allianz Life Insurance Company has
insured 514 Customers with Premium Collection of ` 1.04 crores.
Non-Life Insurance
On Non-Life Insurance Front, Bank distributed 14046 Policies
with Premium of 4.40 crores. Policies were issued on various
heads such as Motor insurance (Commercial Vehicles, Two Four
Wheelers) Medical Insurance, Liability, Health, Property, Rural and

Marine Insurance.
Bullion Sale
The Bank sells different denominations of retail gold coins
(1.5 gms to 50 gms) Coins and Silver Bars (50 gms and 100
gms). Under Retail Bullion Category Bank has sold 1.93 Kgs of
gold and 0.25 Kgs of Silver.
DHFL Home Loan Referrals
Bank passed referrals of Home Loans worth 1.8 Crores to DHFL
during the period.
FOREX BUSINESS
Forex business is one of the most important focus area of the
bank in deposit mobilization and exchange earnings. At the end
of the year 2014-15, Bank had Rupee Drawing Arrangement
(RDA) with 2 Exchange Houses under the DDA Procedure and
9 Exchange House under the Speed Remittance arrangement.
There has been a increase in remittance volumes under
Speed remittance arrangements owing to competitive pricing
of transactions vis--vis peer banks. The increase in routing
transactions is also contributed by other factors like timely and
seamless processing of the transaction, support and services
extended to the exchange house in the remittance operations.
The major gain for the bank in the remittance operations in
the FY was earning confidence of exchanges which resulted in
routing all their transactions through us. This has in fact resulted
in earning more commission on the transaction processed. The
relationship with Doha Bank has become more vibrant in the FY
and our bank is now one of their most preferred correspondent
bank in India for remittance operations.
On the NRI business front NRI deposits of the bank stood at
1797 crores at the end of FY 2014-15. NRI business clocked an
encouraging growth of 30.80% over FY 2013-14 with overall
book growth of 424 crores.
FINANCIAL INCLUSION AND BUSINESS CORRESPONDENTS MODEL
Unrestrained access to public goods and services is the sine
qua non of an open and efficient society. As banking services
are in the nature of public good, it is essential that availability
of banking and payment services to the entire population
without discrimination is the prime objective of the public policy.
Financial inclusion is delivery of banking services at an affordable
cost (no frills / Basic Savings Bank Deposit Accounts) to the vast
sections of disadvantaged and low income group. Your Bank
has initiated number of measures to promote financial inclusion
widely. State Level Bankers Committee (SLBC) and Reserve Bank
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of India had allotted four villages in Kerala and one village in

Tamil Nadu for the purpose of financial inclusion activities.
In Kerala, bank adopted the Business Correspondent model for

providing banking service in the villages allotted by SLBC. In Tamil
Nadu, a satellite branch was set up in the allotted village. Apart
from the allotted villages, bank adopted 10 additional villages
in Kerala.
The Bank had launched on-line Business Correspondents model

using tablets, for delivery of Banking services at an affordable
cost to vast section of disadvantaged and low income group.
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As on 31st March, 2015, we have appointed 167 Business

Correspondents.
Our Business Correspondents have actively participated in the
PMJDY (Prime Ministers Jan Dhan Yojana) programme launched
by government of India. We have launched RUPAY Cards to
customers who open the relevant accounts through Business
Correspondents.
CENTRAL PROCESSING CENTRE
The Bank has a full fledged Central Processing Centre (CPC)
to support branch operations and customer service across
the country. To have better operational control and facilitate
the Branches to function in a smooth and hassle free manner,
CPC is structured into eight teams under the respective Team
Leaders. All teams function under a set process and encourage
cross functional learning ensuring continual improvement. CPC
handles many routine and time bound activities for the branch
thereby enabling branches with sufficient time to interact with
the customers. Account opening and customer service request
processing is done through a workflow management system
that is completely integrated with the core banking system.
The automation is capable of crashing account opening and
service request processing time to hours as compared to 5-6
days taken earlier. CPC handles a variety of activities such as
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Opening of new CASA accounts through hub and spoke

model. Document scrutiny by RPCs (Regional Processing
Centres) and account activation at CPC.
Opening of loan accounts including loan account

modifications, interest rate changes, limit extensions, loan
rescheduling, re structuring etc.
Making customer and account level static data changes

such as address, contact details etc.
Processing customer requests for cheque books, debit cards,

internet banking related requests, mobile banking related
requests including logistics management of deliverables.
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Production and dispatch of security stationery such as

cheque books, demand drafts / bankerss cheques,
pregenerated account opening kits, etc. to branches.
Depository Participant operations.
Electronic Clearing Services such as ECS Fund transfer,
Mandate Registration, Schedule of Charges, Direct Debit
lodgments and transactions.
Local and Outstation and Cheque collection, Fund Transfer
for Corporate customers through Cash Management
Service.
All NEFT and RTgS operations.
Such as Bulk PAN verification, Aadhar number updation and
processing of Direct Benefit Funds etc. Electronic Channel
Transaction Reconciliation of NEFT Inward / Outward, RTgS
Inward / Outward, ATM, IMPS, POS, Internet Banking, Payment
gateway, Forex card and Bullion reconciliation transactions.
Other Centralised activities.
CURRENCY CHESTS
Your Bank is having two Currency Chests, one attached to
Pushpagiri Branch, Thrissur and the other one attached to Attukal
Branch, Thiruvananthapuram. Both the Chests are equipped
with state of the art machines for currency counting, sorting and
counterfeit detection. Transactions in the Currency Chests have
recorded a growth of 29% during the Financial Year 2014-15.
PUBLIC RELATIONS AND PUBLICITY
It is very evident that the existence of the bank has little value
without the existence of the customer. The key task of the
bank is not only to create and win more and more customers
but also to retain them through effective customer service.
Customers are attracted through promises and are retained
through satisfaction of expectations, needs and wants.
Marketing as related to banking is to define an appropriate
promise to a customer through a range of services (products)
and also to ensure effective delivery through satisfaction. Bank
had consciously kept a tight leash on our expenditures during
the last financial year. To ensure that the bank continues its
publicity and marketing efforts, despite the financial limitations,
it concentrated on localized and regional initiatives in reaching
out to its customers. During the financial year 2014-15, the Bank
had placed several hoardings at major locations across the
state to increase its reach and visibility among general public.
As a part of its community involvement, bank participated in and
encouraged local events and functions thereby growing with the
society.
ALTERNATE CHANNELS
ATMs
Bank has a total of 398 ATMs spread across India to cater
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to the requirements of customers. In the Financial Year

2014-15, we have added two ATMs and relocated 11 ATMs to
more convenient locations, which has enhanced customer
service.
We are not charging our customers for using our own ATMs even
if the transaction exceeds five, even though RBI direction gave
freedom to charge. We are only charging the customers for
usage at other Bank ATM as per RBI guidelines.
In the Debit Card sphere, following value additions were done in
the FY 2014-15:
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Launched EMV (Europay, Master & Visa) chip VISA Debit Card
for Banks customers, with a view to enabling a secured
environment for Card transactions.
The magnetic stripe cards were allowed for international

access till 31.03.2015 only, to make sure that our customers
do transactions using debit card more securely.
PoS
We have launched Point of Sale (PoS) business in the FY 2013-14,
as part of merchant acquisition service. We have increased our
base in 2014-15, by increasing the number of PoS terminals to
539 as on 31st March, 2015.
CORPORATE WEBSITE
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Bank maintains its corporate website (www.dhanbank.com)

with a dedicated internal team
The website is updated on a daily basis with product

updates, information to customers, latest news while also
ensuring availability of information as required by regulators
in an easy fashion
The corporate website has approximately 2.4 lac page

views / hits per month
PAYMENT GATEWAYS
Payment gateway throws wider options for the acceptance of
payments and a key component to do business and accept
online payments. Payment gateways allows multiple payment
options like Credit or Debit Cards of Master, Visa, Maestro, Diners,
AMEX, Repay etc. Currently our Bank has integrated 7 payment
gateways in online banking covering almost 95% of online
merchants / service providers.
from. Bank is a member of NPCI and is listed for offering IMPS

services. The users shall be able to receive funds via IMPS. IMPS
can be done from any user of other bank via Mobile or Internet
as their Banks IMPS function availability. Bank has also launched
Phase 2 of Mobile Banking which includes m-Commerce, Bill
Payment, Credit Card Payment and Debit Card blocking/Card/
PIN reissuance requests via Mobile.
NACH (NATIONAL AUTOMATED CLEARING HOUSE)
NACH is owned by NPCI (National Payments Corporation of India)
and promoted by Finance Ministry of India. The main objective
of this system to execute DIRECT CASH TRANSFER SCHEME or any
same kind of scheme to the eligible citizens of India based on
AADHAAR CARD NUMBER [ABPS] or to execute the same scheme
to Non-AADHAAR CARD Holders also; based on bank account
number [ECS & NACH-Debit /Credit].
Your Bank has been on board for NACH since March, 2013. Your
Bank has become beneficiary / destination bank to receive
subsidy to the customer account based on the Aadhaar
Number or Bank Account Number. Our eligible customers
can receive funds from the government agencies under the
respective schemes to their accounts in your bank. Your Bank has
already started receiving direct benefit transfers into accounts
of customers who have provided their Aadhaar numbers for
linkage to their accounts.
IT INITIATIVES
Extending the Ambit of Missed Call Facility
During the last FY, your Bank had introduced the facility where
by the account balances are send to the customers mobile
number as SMS within 8 seconds. Consequent to the warm
acceptance of this facility and have extended the missed call
facility further offering the following services.
E-Statement of Accounts
Customers can give a Missed Call to 08067747711 for E-mail
statement.
o Unique Initiative in the Banking Regime
o Account Statements for the last 3+ months
o SOA send to the registered mail id of the customer in 80
seconds
o Supported by an SMS confirmation
MOBILE BANKING/PAYMENTS AND SMS BANKING
One Day Statement on Missed Call
Interbank Mobile Payment Service (IMPS) is an instant interbank

electronic fund transfer service through mobile phones. IMPS
facilitate customers to use mobile instruments as a channel
for accessing their banks accounts and remitting funds there
Customer can give a Missed call to 08067747733 for an

abridged account statement
o
o
To get A/c statement instantly via Email

Statement for 1 + day (yesterday plus till time)
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o
o
Includes clear and unclear balance to facilitate fund

management
To resolve the data overload (3+ months) for CC/CA/OD
customers
integrating with payment gateways, Banks Internet Banking

portal etc. Remitters can navigate either from website of the
respective organisation (Chit company/Educational institutions)
or from our corporate website for making online payments using
their unique identifiers.
Connect with our Call centre on Missed call

Customer can give a Missed call to 08067747722 for Interacting
with our Executive.
o
o
o
o
o
For new and old customers alike

To know more about our products and services
To resolve customer issues and complaints
To place cheque book and other requests
With a eight minutes response threshold
Instant A/c Balance SMS on an Unsuccessful ATM Transaction

o
o
o
o
To avoid additional balance enquiry attempts

To save the expenses for the customer
On Other bank ATMs
Your Bank is the first Bank to offer this facility
New Initiative to Accept the NEFT/RTGS payment via Virtual

Accounts
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Widening the scope of NEFT/RTgS inward remittances by

including Fee / Chit payments using Virtual Accounts.
Your Bank have introduced a new collection facility to

accept inward NEFT/RTgS payments of student fees, chits &
loan installments from the students, chittalans and loanee
of educational institutions, chitty companies and lenders
who are Banks customers.
By the introduction of this option, institutions can initiate

various collections from their clients who are not holding an
account with our Bank using a unique identifier of their clients
as account number (virtual) to recognize the payments
individually. This virtual account number can be used by
the students, chittalans, loanee to carry out any NEFT/RTgS
transactions.
PaySmart A smarter way for fee collections

There was longstanding demand for a product which caters to
the segment related to chit/Kuri companies and Educational
institutions where either chit subscriptions or fee are to be
collected on a periodical basis.
In the first phase, Bank catered to the chittalans of the kuri
company / parents of the students of the educational institutions
who comes to the branch to make the fee/chit payment by
cash. Along with this also provide the option for fund transfer for
those customers maintaining account with the Bank.
In the second phase, the payment options were enabled by
www.dhanbank.com
UCIC Implementation
As part of complying with RBIs ambitious project to have a Unique
Customer Identification Code (UCIC) across banking spectrum,
your Bank have also achieved the milestone of allotting UCIC to
individual customers which would be extended to non individual
customers in the coming years.
Introduction of New Products in Core Banking
New product introduced for National Urban Livelihood Mission Interest Subsidy scheme. The application for managing the
subsidy/claim and its tracking is developed internally.
Banks product basket for FCNR products, especially for our NRI
customers has been expanded with the following additions:
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FCNR (Swiss Franc - CHF)-CUMULATIVE [375]
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FCNR (Swiss Franc - CHF)-NON CUMULATIVE [376]
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FCNR (Singapore Dollar - SgD)-CUMULATIVE [377]
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FCNR (Singapore Dollar - SgD)-NON CUMULATIVE [378]
Introduction of DCDC Tax products in RIB
Enabled 3 DCDC Tax products in RIB for Online TD open
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244 Dhanam Tax Benefit - DCDC
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245 Dhanam Tax Benefit- DCDC-Staff
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246 Dhanam Tax Benefit-DCDC-Sen. Citizen
Introduction of Product Transfer facility for CASA in CBS
A New facility has been released in CBS i.e. Product Transfer,
whereby
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Customer can easily switch to a new product without closing
and reopening or changing their account number.
l
This is especially advantageous for customers who prefer to
upgrade their No-Frill account to normal savings accounts
as and when they breach the thresholds on the balance
outstanding, total of credits and debits etc.
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This can also be used when a resident migrate to other
countries or and NRI migrate back to India, his/her account
status would be changed without any change in the
account number.
Changes in Account Statements and Passbook
As per various RBI guidelines on Customer Service and based
on customer feedback, Bank have incorporated following
additional details in Account statements and Passbook.
30
IFSC code, MICR Number, Branch Email ID and Branch

Telephone Number in both CASA and Loan Statement.
Automatic transfer of LRD maturity proceeds for both new and

existing Accounts
IFSC code, MICR Number, Branch Email ID and Branch

Telephone Number in first page of all the Passbooks, newly
issued.
Withdrawable balance and unclear balance after every

updation of the passbook.
Availability of Nominee registration details Nominee Name /

Nominee Registered or Nominee Not Registered in
CASA Statement of Account and Passbook. An option is
given to the customers to decide whether to print the name
of nominee or plan Nominee Registered.
Migration of Term Deposits to IBA Method

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New Initiative to greet customers by sending Birthday Wishes

Birthday wishes are sent to customers by SMS to foster our
relationships and reinforce the Banks Vision-Banking on
Relationships Forever.
Bank has initiated sending mail alerts for transactions in

accounts which were non operative for last 12 months.
Whenever a transaction is consummated in such accounts,
an automated mail is sent to the customer to ensure that
the transaction is initiated by the customer/customers
knowledge.
Alerts to caution the customers on breaching the thresholds
on the number of free ATM transactions at other bank ATM in
a month for the following scenarios:
o
3 metro ATM transactions
2 metro and 3 non-metro ATM transactions
1 metro and 4 non-metro ATM transaction
o 5 non metro ATM transactions

Such alerts are sent to the customers to sensitize them that
the threshold limit of free transactions has been attained
and from the next transaction onwards they would be
charged.
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Alerts are sent to the customers on the DBT credits both

Aadhar Based and LPg ID based, even for small amounts
irrespective of the registration to this facility.
As part of implementing the RBI directive to curb the

frauds in cheque clearing under CTS operations, we have
commenced sending alerts to our entire customer as soon
as the details of their inward cheques are made available
to the Bank by NPCI. This would give an early warning / alert
to the customer so as to immediately initiate stop payment
of the instrument, if any fraudulent cheques has been
received for clearing.
Email alerts are sent to customers whose accounts are

Inoperative during last 3 months.
To avoid the customer complaints and confusion on the

variance of interest amounts, Computational method has
been changed from Actual/Actual to IBA.
Customers are more familiar with the IBA Method, as this
practice is followed in most of the banks.
DBTL Credit/ AADHAR Subsidy

1.
Generation of Customer Alerts

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Long standing demand of customers fulfilled.

Customer can choose any CASA account to credit the
maturity proceeds.
An SMS on Maturity of RD is sent to the customer irrespective
of maturity instruction.
2.
3.
4.
7 Lakhs SMS & 1.8 Lakhs Mailers were sent to customers to

publicize the DBTL and the process of Aadhar seeding in the
accounts.
Bank has provided all the three options of DBTL enrolment
viz.,
a. Aadhar Linking of Accounts
b. LPg ID linking to the accounts (directly to CBS and
seeding on a daily Basis)
c. Direct Account linking by the customer in the OMC (Oil
Marketing Company) websites
Your Bank is the first Kerala based bank to make available
LPg ID linking to the accounts facility.
The respective files are uploaded and downloaded on a
daily basis to facilitate faster seeding of accounts.
Launch of Upgraded Version of Mobile Banking Platform

Our Mobile Banking platform has been revamped and as a part
of it, we have launched a native application for the Android
Mobile OS which has been widely accepted for its aesthetics,
user friendliness and intuitive screens.
The application is uploaded in google Play Store on 28th
February, 2015 to enable our customers to download and install
in their Android smart phones. The new version is embedded with
a slew of features coupled with latest security validations and
has been received good ratings.
We are in the process of rolling out native application that
support IOS and Windows platforms and hope to release soon.
Additional security for Online Net Banking transactions
As part of Banks endeavor to provide a highly secured
environment for online transactions through our RIB and CIB, the
Bank had initiated many new alerts / preventive measures.
31
One such initiative we have started is ending SMS and Email alert
on every successful Retail Net Banking logins to warn/caution the
customers during the event of any unauthorized Internet Banking
access.
Further, Bank also introduced additional securities like velocity
check there by alerting the customer on a bunch of transactions
where the total amount involved or the number of transactions
per day for the following scenarios reach or breach a threshold.
NEFT Transactions
1 RTgS Transaction
Sum of amount of NEFT Transactions >= `1 Lakh
Sum of amount of RTgS Transactions >= ` 3 Lakhs
Meanwhile, Banks call center also started to make confirmatory
calls on any new beneficiary addition to make online banking
further safer.
Processing of ECS Mandates (Inward)
The Bank had started processing of ECS Inward mandates as
per the new initiative of NPCI to centralize all ECS across the
country. This is to avoid running different ECS hubs and also to
move a systematic and streamlined mandate management of
customers as well as the various corporate especially the utility
service providers like Electricity Board, ISPs, and Insurance etc.
Payment Gateway Options to facilitate online payments
Payment gateway throws wider options for the acceptance of
payments and a key component to do business and accept
online payments. Payment gateways allows multiple payment
options like Credit or Debit Cards of Master, Visa, Maestro, Diners,
AMEX, Repay etc.
Currently your Bank has integrated 7 payment gateways in online
banking covering almost 95% of online merchants / service
providers. In the coming financial year, we plan to have more
Pg integration to further enhance the scope of online payments.
Treasury Operations
The Financial year passed was very bullish both on equity and
fixed income segments. The 10 year bench mark Central govt.
security yield had softened from 9.15% to 7.65% during the
period. BSE Sensex had rallied from 22455 to 30024 and closed
slightly lower at 27957.
The Bank had sold ` 820.92 Cr. Central and State govt. security
from Held to Maturity (HTM) Category and booked ` 2.75 Cr.
profit. Under Available for Sale (AFS) category, profit of ` 2.19 Cr.
was made by selling both dated securities and Treasury Bills.
Similarly under Held for Trading (HFT) category, ` 1.36 Cr. was
booked as profit.
www.dhanbank.com
From sale of private corporate bonds, Certificate of Deposits,

mutual fund units and Equities the Bank had made profit of
` 5.92 Cr.
gross investment of the bank as on March 31, 2015 was
` 4934.61 Cr. (including ` 353.46 Cr. RIDF deposit).
In foreign exchange, merchant turn over was equivalent to
` 7988 Cr. Profit from foreign exchange during the FY was
` 12.35 Cr.
INSPECTION AND VIGILANCE
The Bank has a detailed Inspection Manual and a robust
Inspection Policy which are updated periodically. The Policy
takes care of modifications in the audit methodology in line with
the changes brought in the organizational structure and business
models with the objective of auditing an activity of the place
of its origin. This comprises of Risk Based Internal Audit (RBIA) of
branches, Concurrent Audit of branches, Central processing
Centre (CPC), Regional Processing Centres (RPC), Trade Finance,
and Integrated Treasury. A system of Credit Audit is in vogue
since FY 2012-13 in order to monitor the documentation of big
advances. RBIA of the branches is done at periodic intervals as
per the risk rating awarded to the branch in the previous audit.
During the year 2014-15, 184 branches were subjected to RBIA.
Besides, 220 RBIA reports were subjected to first review and 141
RBIA reports were taken up for final review. During the year 76
Branches, 9 RPCs, CPC, Trade Finance, Integrated Treasury and
HO Expenses were also covered under the purview of Concurrent
Audit. These branches and Treasury put together cover 58.20%
of Total Deposits, 70.19% of Total Advances and 63% of the Total
Business. Out of this, audit of 31 Branches, 6 RPCs, CPC, Trade
Finance, Integrated Treasury and HO expenses were undertaken
by our own Internal Audit officers.
Vigilance Department of the Bank is responsible for implementing
policies laid down in this regard by the government of India,
RBI and the Banks Board and monitoring it periodically. All fraud
related issues are handled as per regulatory norms. The Bank
ensures timely reporting of frauds to RBI. The Bank also conducts
investigations into frauds/serious complaints/irregularities and
takes remedial measures for non-recurrence of the same. The
Preventive Vigilance Committee meetings at branches and
follow-up of the proceedings are a notable initiative taken by
the Bank.
INFORMATION SECURITY
Information Security group took many significant initiatives during
the year 2014-15 and gist of the same is furnished below:
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gap analysis was performed on prescribed nine domains as
32
per recommendations of RBI working group on information

security, electronic banking, technology risk management
and cyber frauds and measures taken to improve the
compliance level. This activity is scheduled on a quarterly
basis.
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Revised Information System Security Policy in accordance

with RBI working group committee recommendations,
changed business requirements, relevant laws and
regulations.
Revised the Business Continuity Management (BCM)

Policy in accordance with RBI working group committee
recommendations and Business Impact Analysis (BIA)
conducted in the previous year.
Conducted process audit for major and critical applications.
Conducted application security testing for major and critical

applications.
Restricted access to external storage devices such as

thumb drives, data cards, mobile phones, etc., as part of
implementation of Information System Security Policy.
In order to prevent the customers from falling prey to phishing

and malware attacks, measures are taken to monitor our
websites for phishing attempts and malware attacks on
24/7 basis, with the support of external information security
consultant.
Disseminated information on information security threats

and precautions to be taken to avoid security incidents, for
the benefit of customers through our website.
Provided information and guidance to Information

Technology team on latest threats and vulnerabilities.
To improve information security awareness among our

employees, weekly bulletin named infosec is published by
Information Security group highlighting the emerging risks to
information assets.
LEGAL
The Bank has to its credit a well defined Legal Policy which
defines and takes care of the functions of the Legal Department
of the Bank inter-alia the following:
to devise ways and means to suggest and implement
preventive legal measures in tune with the statutory
provisions, regulatory prescriptions and judicial expositions,
to suggest the best legal practices in documentation and
legal steps to be initiated from time to time to secure the
interests of the Bank,
to minimize the legal risks in the decision making process of
the Bank in general and other Departments of the Bank in
particular, thus mitigating the legal and operating risks in a
time bound manner.
The Bank is also having a well structured and defined Manual

on Documentation, updated from time to time, in tune with the
statutory changes and judicial decisions.
Legal Department takes care of the updation of legal
knowledge and statutory changes among the field functionaries
by circulating an internal monthly journal called Legal Pro
which conveys latest judicial decisions and statutory changes
affecting bankers.
The Legal Department of the Bank is well equipped and has put
in place all the necessary and statutory checks and balances to
protect and safeguard the interests of the Bank.
KNOW YOUR CUSTOMER (KYC) AND ANTI MONEY LAUNDERING
(AML)
The Bank has attached great importance to Know Your Customer
and Anti-Money Laundering. The customer transactions of all the
branches of the Bank have been brought under the ambit of
AML software. The alerts generated from the AML software are
monitored on a daily basis and suspicious transactions, if any, are
reported to FIU-India. Apart from that, all monthly reports like Cash
Transaction Report (CTR), Non Profit Organization Transactions
Report (NTR) Cross Border Wired Transfer Report (CBWTR) and
Counterfeit Currency Report (CCR) are also submitted to FIU-IND
through their online gateway.
Our new AML software Omni Enterprises of M/s. Infrasoft Tech is
now equipped with the Alert scenarios prescribed by the Indian
Bank Association.
RISK MANAGEMENT
Bank has adopted an integrated approach for the management
of risk. Effective internal policies are developed in tune with the
business requirements and best practices, which address the risk
management aspects of the different risk classes namely, credit
risk, market risk and operational risk. The Policies, procedures
and practices adopted in the Bank are benchmarked to the
best in the industry on a continuous basis and the Bank has
a clear goal to reach an advanced level of sophistication
in risk management. The Bank continued with the system of
comprehensive risk profiling of the Bank in line with regulatory
guidelines that will facilitate integrated risk management.
The Banks risk management structure is overseen by the Board
of Directors and appropriate policies to manage various types
of risks are in place. The Bank has a Board level subcommittee
for Risk Management. At the executive level, the Bank has a Risk
Management Committee of Executives (RMCE), Asset Liability
Committee (ALCO), Credit Risk Management Committee (CRMC)
33
and Operational Risk Management Committee (ORMC). These

Committees along with the Investment Committee and the
Credit Committees ensures adherence to the implementation
of the risk management policies and controlling credit
commitments on behalf of the Bank within prescribed limits.
The risk management policies like ICAAP (Internal Capital
Adequacy Assessment Process) Policy, Credit Risk Management
Policy, Asset Liability Management Policy, Operational Risk
Management Policy and Integrated Risk Management Policy
were comprehensively reviewed during the year. The Bank has
also developed a Stress testing Policy and formulated different
stress scenarios according to the RBI guidelines. The impact
of various risks under stress situation on the profitability of the
Bank and on the CRAR of the Bank are analyzed and reviewed
periodically. Bank also has a Credit Policy and Integrated Treasury
Policy which are reviewed annually.
BASEL II and Basel III guidelines
The Bank is Basel II compliant and assesses the capital
adequacy under the New Capital Adequacy Framework (NCAF)
on a quarterly basis as per RBI guidelines. Under Pillar I the Bank
computes capital for credit risk under Standardized Approach,
for market risk under Standardized Duration Approach and for
Operational Risk under Basic Indicator Approach. Under Pillar II,
the Bank has put in place the ICAAP (Internal Capital Adequacy
Assessment Process) frame work for integrating capital planning
with budgetary planning and to capture the residual risks which
are not addressed in Pillar I like credit concentration risk, interest
rate risk in the banking book, liquidity risk, earnings risk, strategic
risk, reputation risk etc. Bank has adopted a common framework
for additional disclosures under Pillar III for adhering to market
discipline of Basel II and Basel III guidelines. This requires the
Bank to disclose its risk exposures, risk assessment processes and
its capital adequacy to the market in a more consistent and
comprehensive manner. The Bank has taken necessary steps
to comply with the guidelines on implementation of Basel-III
capital regulations in India in a phased manner as directed by
the RBI.
CREDIT RISK
The Bank is exposed to credit risks through its lending and
investment activities. The Bank assesses the credit risk at the
portfolio level as well as at the exposure or counterparty level.
It has a robust credit risk management framework comprising
of the three distinct building blocks namely Policy & Strategy,
Organisational structure and Operations/Systems.
The Credit Risk Management (CRM) policy, which is reviewed
annually deals with various areas of credit risk, goals to be
achieved, current practices and future strategies. It further
www.dhanbank.com
details credit risk identification, measurement, monitoring /

controlling mechanisms and concentration risk. The credit risk
management aims at ensuring sustained growth of healthy
credit portfolio. Bank has stipulated minimum standards for
origination, benchmarks for certain key financial risk parameters,
and has a multi-tier credit approval system based on exposure,
rating and transaction risks. Exposure caps in terms of individual,
group, industry / sector and segment level are defined to control
risk concentrations and to ensure a fairly diversified spread of
credit portfolio.
Bank has developed comprehensive risk rating system that serves
as a single point indicator of diverse risk factors of counterparty
and for taking credit decisions in a consistent manner. Bank
currently has 21 rating/scoring models covering Corporates,
SME, Traders, NBFC, Small Loans, Non-SLR investments, inventory/
construction finance, asset buy out, individuals and micro
credit. All these models were reviewed and revised during the
year based on the portfolio specific characteristics of the bank,
best practices prevalent in the industry and market scenario. All
exposures of ` 2 lakhs and above will come under the purview
of rating.
The Bank has put in place Rating Migration Analysis of all credit
exposures of `1 crore and above on a quarterly basis. Rating
migration analysis covering all advances above ` 25 lakhs is
also being conducted on an annual basis. Credit risks inherent in
investments in non-SLR Bonds are being assessed independently
by mid office treasury using the internal rating models. The Bank
has been conducting industry analysis / study as a proactive
credit risk management practice, which would facilitate an
effective review of distribution of credit portfolio across various
industries/sectors, assessing the degree of credit concentration,
basis for selection of industry to which increased exposure can
be considered and provide necessary information to increase/
hold/decrease exposure.
The CRMC which is involved in implementing Credit Risk
Management Policy and controlling credit commitments on
behalf of the Bank consists of the Banks senior management
including MD & CEO as members.
MARKET RISK
Market Risk is defined as the possibility of loss to a bank caused
by changes in the market variables. Market risk arises from
changes in interest rates, foreign exchange rate, equity prices
and commodity price. Small changes in these market variables
can cause substantial changes in income and economic value
of the Bank. Besides, market risk is also about the banks ability to
meet its obligations as and when they fall due, which can vary
with market conditions.
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Liquidity risk which is the risk to a banks earnings and capital arising
from its inability to timely meet obligations when they come due
without incurring unacceptable losses. Liquidity obligation of the
Bank arises from withdrawal of deposits, repayment of borrowed
funds at maturity and meeting credit and working capital
needs. The primary tool of monitoring liquidity is the mismatch/
gap analysis, which is monitored over successive time bands
on a static basis. The Bank is generating daily Structural Liquidity
Statement which is used by the Treasury Department for effective
liquidity management. Apart from the above, the trend in the
major liquidity ratios are measured and analyzed on a weekly
basis. The Bank also prepares liquidity projections on a weekly
basis. Moreover, the funds readily available as a back stop to
meet contingency situations are measured and analyzed on a
continuous basis.
Interest Rate Risk is another major risk involved in market risk. It
is the exposure of a Bank to financial loss through movements
in interest rates. The immediate impact of changes in interest
rates is on banks earnings due to change in Net Interest Income
(NII). The change in net interest income in the event of adverse
change in interest rates is measured in terms of EAR (Earning
at Risk) using Traditional gap Analysis. A long term impact of
changing interest rates is on banks market value of equity (MVE)
or Networth as the economic value of banks assets, liabilities
and off-balance sheet positions get affected due to variation in
market interest rates. The Bank measures the impact on EVE on a
monthly basis using Duration gap Analysis. Bank uses VaR limits in
the trading portfolios to determine the potential loss on a 10 day
holding period basis with a 99% confidence level.
The ALCO consisting of the Banks senior management is
responsible for reviewing Banks liquidity position and ensuring/
adhering to the limits set by the Board. ALCO plays an important
role in deciding the business strategy of the Bank in line with
the Banks budget, Corporate goals and risk tolerance levels
decided by the Board having regard to the Capital Adequacy
and Regulatory prescriptions.
OPERATIONAL RISK
Operational risk is the risk of loss resulting from inadequate or
failed internal processes, people and systems or from external
events. The Bank has a comprehensive policy on Operational
Risk Management to ensure that all the operational risks within
the Bank are identified, monitored and reported in a structured
manner. The ORMC consisting of the Banks senior management
including MD & CEO is responsible for the implementation of the
Operational risk policy/strategy approved by the Board.
Every new product or service introduced is subject to risk review
and sign-off process where all relevant risks are identified and
assessed. To mitigate operational risks arising from frauds,
the Bank has put in place Fraud Risk Management policy.
The above framework lays down the steps to be adopted for
preventive vigilance. People risk is mitigated by implementation
of directives laid down in operational risk, human resources and
training policies. The risk of probable losses due to technical
failures and business disruptions are mitigated through business
continuity planning, adequate backup facilities, the existence of
disaster setup and regular testing rolled out by the Department
of Information Technology. Operational risk from external events,
were brought down by transferring the risk outside the Bank by
means of appropriate insurance cover.
Bank had rolled out the Risk Control Self Assessment (RCSA)
to pro-actively identify emerging risks at operational level
for devising mitigants at source itself during 2010-11 and has
successfully completed RCSAs in majority of the branches and
other business functions. Collation of Loss Events is also being
continued a first measure to move towards The Standardized
Approach (TSA)/Advanced Measurement Approach (AMA) for
capital calculation.
Risk Based Supervision
Risk Based Supervision, the new supervisory framework of RBI on
scheduled commercial banks, is being implemented in the Bank
in a phased manner. A team of experts having skills and aptitude
in data collection and analysis is being developed in the Bank to
ensure smooth switch over to the new supervisory regime.
HUMAN RESOURCES
Bank has already moved from a vertical based business model to
a branch centric business model in order to accelerate growth,
improve profitability and enhance service quality. Bank has also
been fine tuning the business processes in accordance with the
banks desired goals. The Banks employee strength, which was
2430 as on 31st March, 2014, stood reduced to 2279 as on 31st
March, 2015. The number of sales executives including Business
Development Executives also reduced to 173 on 31st March,
2015 from the level of 238 as on 31st March, 2014.
Training is an integral part of the Banks strategy. Training is being
imparted to employees on various fronts keeping in view the
changed business model. During the year 2014-15, training
was given to 1347 employees which accounted for 59% of
the workforce as on 31.03.2015. 1222 were trained through
in house programmes and 125 were trained through external
training programmes by reputed institutions during the year. As
part of e-learning initiatives, the Bank conducted online quiz
programmes for Officers/Clerks.
35
During the financial year 2014-15, the Bank granted Employee

Stock Option Scheme 2013 among all employees of the bank
based on their grade, seniority and total service with the Bank.
CORPORATE SOCIAL RESPONSIBILITY
The Bank believes that no organization can make sustainable
development without the patronage from the society. The Bank
is committed in the integration of social and environmental
conservation its business operations and also in the interactions
with its stake holders. Bank is committed to financing the
economic and developmental activities of the nation with
concern for human rights and environment.
The Bank understands its responsibility towards the society and
environment in which it operates. The Bank has constituted
Corporate Social Responsibility Committee at the Board Level
to monitor the CSR activities. Members of the committee are:
1.
Mr. K. Jayakumar (Chairman of the committee)
2.
Mr. g. Sreeram (MD & CEO)
3.
Dr. K. R. Lakshmy Devi (Member)
In alliance with Trichur Management Association, it had initiated

in the year 2010 scholarship programs for deserving MBA
students seeking financial assistance. During the year 2014-15,
the bank gave the scholarship to two MBA students. As part of
87th Foundation day the Bank organized free medical checkup
camp, dental and eye check up camp for the public at our
Head Office, Thrissur.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Internal Controls
The Bank is having a full-fledged Inspection and Vigilance
Department, which ensures adherence to the set rules and
regulations by the Branches/Regional Offices/Departments at
the Administrative Office. Internal Inspectors conduct inspection
at regular intervals and such reports are placed to Audit
Committee of Executives (ACE)/Audit Committee of Board (ACB)
as the case may be. ACE/ACB reviews the reports and ensures
that corrective steps are taken to rectify the lapses/irregularities
pointed out.
Risk Management Practices
It is imperative to have good risk management practices not
only to manage risk inherent in the banking business but also the
risks emanating from financial markets as a whole. The Bank has
www.dhanbank.com
put in place risk management architecture and practices that is

overseen by a Committee of Directors. The bank has in place a
robust risk management structure which proactively identifies the
risk faced by the Bank and helps in mitigating it, while maintaining
proper tradeoff between risk and return thereby maximizing the
shareholder value.
Business Continuity Plan has been totally revamped to suit the
present scenario covering all critical processes of the Bank.
The Bank has also set up an operationalised Disaster Recovery
Centre for its Core Banking Operations and also made use of the
same during the year.
Apart from the Risk Management Committee of the Board at
apex level, the Bank has a strong Bank-wide risk management
structure with Credit Risk Management Committee, Market Risk
Management Committee and Operational Risk Management
Committee at senior management level, operational risk
management specialists in all Regional Officers and dedicated
mid-office at Treasury Department/International Banking Division
at operational level.
The Bank continued with the system of comprehensive risk
profiling of the bank in line with regulatory guidelines that will
facilitate integrated risk management.
The Bank has also taken steps to move into the advanced
approaches under the Basel II framework as stipulated by the
Reserve Bank of India.
The Bank has taken necessary steps to comply with the guidelines
on implementation of Basel-III capital regulations in India in a
phased manner as directed by RBI.
Human Resource Development/Industrial Relations
Human Resources policies and practices of the Bank focus
on attracting, motivating and retaining qualified and skilled
manpower. Concurrent with these objectives, steps are taken
to improve manpower efficiency. given the market challenges,
there has been considerable focus on optimizing the existing
resources - through internal job postings, transfers and skill
development initiatives. Training and development has assumed
significant importance. The Banks Staff Training College identifies
the gaps in resource capability of the personnel and train them
for qualitative improvement.
36
Report on Corporate Governance

Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement entered into with Stock Exchanges and forming
part of the report of the Board of Directors.
Corporate governance ensures high standards of transparency, accountability, ethical operating practices, professional management
thereby enhancing shareholders value of protecting the interest of the stakeholders such as depositors, customers, creditors, suppliers
and employees. The Bank is committed to highest standards of Corporate governance by ensuring integrity in financial reporting,
disclosure of material information, continuous improvement of internal controls and sound investor relations.
The required details on Corporate governance are given here under:
1.
Board of Directors
Your Bank has a broad-based Board of Directors constituted in compliance with the Banking Regulation Act, 1949, the Companies Act,
2013, Listing Agreement entered into with the Stock Exchange(s) and in accordance with best practices in Corporate governance. The
Board functions either as a full Board or through various committees constituted to oversee specific areas. Policy formulation, setting up
of goals, evaluation of performance and control functions vest with the Board. The Committees have oversight of operational issues
assigned to them by the Board.
Composition of Board
The composition and category of the Directors along with their attendance at Board Meetings, Annual general Meeting and
shareholding in the Bank as on March 31, 2015 are given below.
Sl.
No.
Name of Director
1. Sri Tekkar Yashwanth Prabhu, Chairman

2. Sri Jayakumar P. g., MD & CEO #
3.
4.
5.
6.
7.
8.
9.
Sri K. Srikanth Reddy, Director ##

Sri K. Vijayaraghavan, Director ###
Sri P. Mohanan,Director
Sri Chella K Srinivasan, Director
Sri K. Jayakumar, Director
Dr. Lakshmy Devi K. R. $
Sri Raja Selvaraj, ####
RBI Additional Director
10. Sri Harihar Mishra #####
11. Sri Rohit Jain $$
12. Sri Susobhan Sinha $$$
Category
of Director
NE
Whole Time
Director
INE
INE
INE
INE
INE
INE
RBI
Nominee
RBI
Nominee
RBI
Nominee
RBI
Nominee
No of Board Meetings
Held during
the Tenure
13
13
Attended
Attendance of
last AGM as on
20.09.2014
No. of
shares
held
% of
holding
13
13
Present
Present
200
-
0.00
-
09
06
13
13
13
06
09
06
13
13
11
05
Present
Present
Present
Present
Present
NA
20000
400
200
200
200
200
0.02
0.00
0.00
0.00
0.00
0.00
10
NA
02
02
NA
01
01
NA
01
01
NA
# Ceased to be MD & CEO w.e.f. 06.04.2015.

## Ceased to be a Director w.e.f. 15.11.2014.
### Ceased to be a Director w.e.f. 20.09.2014.
#### Ceased to be a Director w.e.f. 09.12.2014.
##### Appointed as Director w.e.f. 09.12.2014 and ceased to be a Director w.e.f. 13.02.2015.
$ Appointed as Additional Director w.e.f. 11.11.2014.
$$ Appointed as Additional Director by Reserve Bank of India w.e.f. 13.02.2015.
$$$ Appointed as Additional Director by Reserve Bank of India w.e.f. 02.03.2015.
INE Independent Non Executive Director
NE- Non-Executive Director
37
Board Meetings
A total of 13 Board Meeting were held during the year and the dates are as under 23.05.2014, 07.06.2014, 02.07.2014, 14.08.2014,
25.08.2014, 20.09.2014, 17.10.2014, 11.11.2014, 12.11.2014, 06.12.2014, 23.01.2015, 12.02.2015 and 18.03.2015.
Committee position of Directors in the Bank as on March 31, 2015.
The name of each committee with the name of its respective Chairman as on 31.03.2015 is furnished below.
1.
Audit Committee
Sri Chella K. Srinivasan
2.
Shareholders grievance Redressal Committee
Sri Tekkar Yashwanth Prabhu
3.
Large Value Fraud Monitoring Committee
Sri Jayakumar P. g.
4.
Customer Service Committee
5.
Risk Management Committee
6.
Nomination Committee
Sri K. Jayakumar
7.
Management Committee
Sri K. Jayakumar
8.
Human Resource Development Committee
9.
Remuneration Committee
Sri K. Jayakumar
10.
Information Technology Committee
Sri Jayakumar P. g.
11.
Committee of Directors (Proposals)
Sri P. Mohanan
12.
NPA Monitoring Committee
Sri P. Mohanan
13.
Equity Issuance Committee
14.
Committee for Overseeing HO Building Construction
Sri K. Jayakumar
15.
Corporate Social Responsibility Committee
Sri K. Jayakumar
None of the Directors is a member of more than ten Board Committees or Chairman of more than five such Committees, as required
under Clause 49 of the Listing Agreement.
Directorship of Directors in other Public Limited Companies
None of the Directors holds Directorship in any other Public Limited Company
2.
Committees of the Board
1.
Audit Committee
i) The Board of the Bank has constituted a four member Audit Committee. All the four members of the Committee are
non-executive Directors, with Mr. Chella K. Srinivasan, who is a Chartered Accountant, as its Chairman and Dr. Lakshmy Devi
K. R., Mr. Rohit Jain and Mr. Susobhan Sinha as the other members.
ii)
Brief description of the terms of reference:
Apart from the mandatory items to be taken care by the Audit Committee in accordance with Para II (D) of Clause 49 of the Listing
Agreement, the role of the Committee includes the following:
a. Providing direction as also overseeing the operations of the total audit function in the Bank.
b. Reviewing the Risk Based Internal Audit (RBIA) / audit function the system, its quality and effectiveness in terms of follow up
c. Reviewing the (RBIA) reports of all branches (First Review) and final review of branches having High, Medium and above Risk
level with Increasing trend.
d. Focusing on the follow-up of:
Reconciliation of inter-branch adjustment accounts
Long outstanding entries in inter-bank accounts and nostro accounts
Arrears in balancing of books at various branches
Frauds and
Other key areas of housekeeping
e. Reviewing half yearly reports from the Compliance Officers of the Bank.
f.
Following up all the issues brought out in the Long Form Audit Report (LFAR) and interacting with the Statutory Auditors before
finalisation of the annual financial accounts and reports.
www.dhanbank.com
38
g.
Following up on all the issues/concerns raised in the Annual Financial Inspection (AFI) reports of Reserve Bank of India in respect
of Regional Offices/Zonal Offices and Head Office.
h. Reviewing with the Management, the quarterly and annual financial statements.
i.
Review of Revenue leakage detected in RBIA/Revenue/Concurrent Audit
j.
Review of Concurrent Audit of Depository Department
k. Review of dishonored cheques of ` 1Crore and cheques issued by broker entities
l.
Review of Forex Transactions
m. Review of Concurrent audit of Integrated Treasury and branches (quarterly)
n. Summary of Risk Control Self Assessment (RCSA) of functions/branches done together with open and closed issues.
o. Working of the Vigilance Department month wise
p. Quarterly report on the activity of Inspection Department
q. Review of the functioning of the meetings of Audit Committee of Executives
r.
Review of Inspection reports on Zonal Offices
s. Quarterly/Annual review of frauds.
The Committee met 7 times during the year.
2.
Shareholders Grievance Redressal Committee

i)
Mr. Tekkar Yashwanth Prabhu, Chairman of the committee and Mr. Jayakumar P. g., Dr. Lakshmy Devi K. R. and Mr. K. Jayakumar
are the other members of the Committee. The Committee reviews redressal of investors complaints like transfer of shares,
non receipt of Annual Reports, non-receipt of dividend warrants and other related matters. The Committee reviews reports
from the Registrar and Share Transfer Agents to monitor grievances redressal.
ii)
Details of Compliance Officer and Registrar & Transfer Agent are as follows:
Description of
delegated authority
Name and designation
of Compliance Officer
of the Bank
Registrar & Share
Transfer Agent
iii)
Full address of
delegated
authority
Mr. Krishnan K. S. CFO
& Company Secretary
M/s. Karvy
Computershare (P) Ltd.
Telephone
Numbers
Fax Numbers
E-mail ID
0487- 6617000
0487-6617254
0487 2335367
[email protected]
040 23420818
040 23420814
[email protected]
Number of investor complaints received and attended to by the Bank during the year 2014-15 are as follows:
Sl.
No.
1.
2.
3.
Nature of complaint
Transfer related Complaints
Dividend related Complaints
Others
Total
No. of complaints
pending as on
01.04.2014
Nil
Nil
Nil
Nil
No. of complaints
received
No. of complaints
resolved
Nil
2
Nil
Nil
2
Nil
No. of complaints
pending as on
31.03.2015
Nil
Nil
Nil
Nil

3.
Large Value Fraud Monitoring Committee:

The Committee has been constituted to exclusively monitor large frauds of ` 1 Crore and above. Sri Jayakumar P. g. is the
Chairman of the Committee. Sri Chella K. Srinivasan and Dr. Lakshmy Devi K. R. are the members of the Committee. The major
functions of the Committee is to monitor and review all the frauds of ` 1.00 Cr. and above so as to:
Identify the systemic lacunae if any that facilitated perpetration of the fraud and put in place measures to plug the same:
Identify the reasons for delay in detection, if any, reporting to top management of the bank and RBI:
Monitor progress of CBI/Police investigation and recovery position:
Ensure that staff accountability is examined at all levels in all the cases of frauds and staff side action, if required, is completed
quickly without loss of time:
39
Review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls:
Put on place other measures as may be considered relevant to strengthen preventive measures against frauds.

4.
Customer Service Committee:

Customer Service Committee monitors the progress in bringing about improvements in the quality of service provided to customers
of the Bank. The Committee also reviews the implementation of guidelines and procedures prescribed by RBI that have a bearing
on customer service of the Bank and makes suitable recommendations.
The committee is chaired by Sri Tekkar Yashwanth Prabhu and the other members of the committee are Sri Jayakumar P. g.,
Dr. Lakshmy Devi K. R. and Sri K. Jayakumar.
5.
Risk Management Committee:

Risk Management Committee of the Board oversees the implementation of Risk Management guidelines prescribed by the
Reserve Bank of India. The Committee reviews the procedures laid down to ensure that the Bank controls the risks through a properly
defined framework. Sri Tekkar Yaswanth Prabhu is the Chairman of the Committee and the other members are Sri Jayakumar P. g.
and Sri Chella K. Srininvasan.
A total of 4 meetings were held during the year.
6.
Nomination Committee:
The Committee undertakes the process of due diligence to determine the suitability of the person for appointment/continuing to
hold appointment as Director on the Board, based on the specific criteria prescribed by Reserve Bank of India.
Sri K. Jayakumar is the Chairman of the Committee and the other members are Sri Tekkar Yashwanth Prabhu, Sri P. Mohanan and
Sri Chella K Srinivasan.
The committee met 4 times during the year.
7.
Management Committee:
Management Committee exercises sanction of one-time settlement & write-off and administrative powers.
Sri K. Jayakumar is the Chairman of the Committee and the other members are Sri Jayakumar P. g. and Sri P. Mohanan.
The Committee met once during the year.
8.
Human Resources Development Committee:

The Committee oversees the overall manpower planning of the Bank and conducts interviews for lateral recruitment and internal
promotions to Scale VI and above
Sri Tekkar Yashwanth Prabhu is the Chairman of the Committee. Sri Jayakumar P. g., Sri K. Jayakumar and Sri P. Mohanan are the
other members.
The committee met once during the year.
9.
Remuneration Committee:
The Remuneration Committee was constituted to1.
to oversee the framing, review and implementation of compensation policy of the bank on behalf of the board.
2.
to ensure the cost/income ratio of the bank supports the remuneration package consistent with maintenance of sound
capital adequacy ratio.
3.
to determine on their behalf and on behalf of the shareholders with agreed terms of reference, the companys policy on
specific remuneration packages for executive directors including pension rights and any compensation payment.
www.dhanbank.com
40
4.
for determining the modalities of providing appropriate incentives to employees, including stock options (i) to foster employee
commitment and a feeling of ownership (ii) to retain employees or skill groups among them (iii) attract talented professionals
(iv) to instill a sense of belonging to the Bank, among employees.
The Committee comprises of Sri K. Jayakumar as Chairman and the other members of the Committee are Sri Tekkar Yashwanth
Prabhu, Sri Chella K. Srinivasan and Sri P. Mohanan.
Remuneration and other perquisites paid to the part-time Chairman and Managing Director & CEO are as approved by the
Reserve Bank of India. Non-executive Directors are being paid sitting fees for each meeting attended by them. During the
year, no remuneration was paid, except sitting fees and re-imbursement of actual travel and out-of-pocket expenses.

10. Information Technology Committee
The Committee was constituted to examine IT related topics. The Committee comprises of Sri Jayakumar P. g. as Chairman and
the other members of the Committee are Sri P. Mohanan and Sri Chella K. Srinivasan.
The committee met once during the year.
11. Committee of Directors
The Board of Directors had constituted a Committee of Directors, to approve all financial sanctions/exposures between `6 Crore
and `25 Crore.
Sri P. Mohanan is the Chairman of the Committee. Sri Jayakumar P. g., Sri Chella K. Srinivasan and Dr. Lakshmy Devi K. R. are the
other members.
12. NPA Monitoring Committee
The Committee was constituted for over viewing/guiding the NPA Management and border line accounts.
Sri P. Mohanan is the Chairman of the Committee and Sri Jayakumar P. g. and Sri Chella K. Srinivasan are other members.
13. Committee for Overseeing HO Building Construction
The Committee was constituted to oversee the construction of new HO Building at Poonkunnam.
Sri Jayakumar P. g. is the Chairman of the Committee. Sri P. Mohanan, Sri K. Jayakumar and Dr. Lakshmy Devi K. R. are the other
members.
14. Corporate Social Responsibility Committee
The Board has constituted Corporate Social Responsibility Committee which shall :
(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be
undertaken by the company as specified in Schedule VII;
(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
(c) monitor the Corporate Social Responsibility Policy of the company from time to time
Sri K. Jayakumar is the Chairman of the Committee. Sri P. g. Jayakumar and Dr. Lakshmy Devi K. R. are the other members.
The Committee has not met during the year.
15. Equity Issuance Committee
The Equity Issuance Committee was constituted for the purpose of organizing further issue of capital and all other matters
41
connected with its implementation. Sri Tekkar Yashwanth Prabhu is the Chairman of the Committee. Sri P. g. Jayakumar and
Sri Chella K. Srinivasan are the other members.
Committee of Independent Directors
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the performance of nonindependent directors
and the Board as a whole to be evaluated by a Committee comprising of all the Independent Directors of the Bank as on the date
of the meeting of the said committee.
Terms of Reference
The terms of reference of the Committee inter-alia, includes:
a)
b)
c)
d)
To review of the performance of non-independent directors and the Board as a whole;

To review the performance of the Chairman of the Bank taking into account the views of executive directors and non-executive
directors;
To assess the quality, quantity and timeliness of flow of information between the Bank management and the Board that is necessary
for the Board to effectively and reasonably perform their duties;
To perform such other roles as may be prescribed by the Companies Act, 2013, Listing Agreement, SEBI Regulations, Banking
Regulation Act, 1949 and the Circulars/Regulations issued by the Regulatory Authorities from time to time.
Board Level Performance Evaluation

The Companies Act, 2013 and revised Clause 49 of the Listing Agreement stipulates the performance evaluation of the Directors
including Chairman, Board and its Committees. Considering the said provisions, the Bank has devised the process and the criteria for
the performance evaluation which has been recommended by the Nomination Committee and approved by the Board.
The process for performance evaluation is as under:
Committee of Independent Directors evaluates the performance of Non-Independent Directors including Chairman of the Bank
and the Board as a whole.
The Board evaluates the performance of the Independent Directors excluding the director being evaluated and submit its report
to the Nomination Committee.
The Board Evaluate the performance of Board level committees.
Nomination Committee recommends the appointment/reappointment/continuation of Directors to the Board. Based on the
recommendation of Nomination Committee, Board will take the appropriate action.
The criteria for performance evaluation are as under:

Performance Evaluation of Non-Executive Directors, MD & CEO and Chairman
Attendance at the meetings; Participation and contribution; Responsibility towards stakeholders; Contribution in Strategic Planning;
Compliance and governance; Participation; Updation of Knowledge; Performance of the Bank; Recognition and awards to the Bank;
Leadership; Relationships and Communications; Resources; Conduct of Meetings.
Performance Evaluation of Board
Composition and Diversity; Committees of the Board; Board & Committee meetings; Understanding of the business of the Bank
and Regulatory environment; Contribution to effective corporate governance and transparency in the Companys Operations;
Deliberations/decisions on the Companys strategies, policies, plans and guidance to the Executive Management; Monitoring the
implementation of the strategies and the executive managements performance and Quality of Decision making and Boards
Communication with all stakeholders.
Performance Evaluation of the Board Level Committees
The performance and effectiveness of the Committee; Frequency and duration; Spread of talent and diversity in the Committee;
Understanding of regulatory environment and developments; Interaction with the board.
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42
Composition of Committees of Directors and Attendance at the Meetings

Audit Committee
Sl.
No.
Name of the Director
Number of Meetings
Held
Attended
1.
Mr. K. Vijayaraghavan *
05
05
2.
Mr. P. Mohanan $
05
05
3.
07
07
4.
Mr. Raja Selvaraj **
06
04
5.
01
01
6.
Mr. Harihar Mishra ***
01
01
7.
Mr. Rohit Jain ##
00
00
8.
Mr. Susobhan Sinha ###
00
00
9.
Mr. K. Jayakumar #$
01
01
* Ceased to be a Director 20.09.2014.

** Ceased to be RBI Director 09.12.2014.
*** Inducted to the Committee w.e.f. 09.12.2014 and ceased to be a member of the Committee w.e.f. 13.02.2015.
$ Ceased to a member of the Committee w.e.f. 01.11.2014.
# Inducted to the Committee w.e.f. 23.01.2015.
## Inducted to the Committee w.e.f. 13.02.2015.
### Inducted to the Committee w.e.f. 02.03.2015.
#$ Inducted to the Committee w.e.f. 01.11.2015 and ceased to be a member of the Committee w.e.f. 23.01.2015.
1.
Shareholders Grievance Redressal Committee

Number of Meetings
Held
Attended
03
03
2.
Sri Jayakumar P. g.
Sl.
No.
03
03
3.
Sri K. Srikanth Reddy *
01
01
4.
Sri K. Vijayaraghavan **
01
01
5.
Mr. K. Jayakumar #
01
01
6.
01
00
* Ceased to be a Director w.e.f. 15.11.2014.

** Ceased to be a Director w.e.f. 20.09.2014.
Large Value Fraud Monitoring Committee

Sl.
No.
1.
Sri K. Vijayaraghavan *
2.
Sri Jayakumar P. g.
Number of Meetings
Held
01
Attended
01
03
03
3.
03
03
4.
Mr. K. Jayakumar $
02
02
5.
01
01

$ Ceased to be a member of the Committee w.e.f. 23.01.2015.
43
Customer Service Committee

Sl.
No.
1.
Number of Meetings
Held
03
Attended
03
2.
Sri Jayakumar P. g.
03
03
3.
01
01
4.
Sri P. Mohanan $
02
02
5.
Sri K. Jayakumar
03
03
6.
01
00


Sl.
No.
Number of Meetings
Held
04
Attended
04
1.
2.
Sri Jayakumar P. g.
04
04
3.
01
01
4.
Sri P. Mohanan $
03
03
5.
04
04

Nomination Committee
Sl.
No.
Number of Meetings
Held
Attended
1.
04
04
2.
Sri Jayakumar P. g. $
03
03
3.
03
03
4.
Sri P. Mohanan
04
04
5.
Sri Chella K. Srinivasan #
01
01
6.
Sri K. Jayakumar #
01
01

Management Committee
Sl.
No.
1.
Number of Meetings
Held
Attended
Sri K. Jayakumar
01
01
2.
Sri Jayakumar P. g.
01
01
3.
01
01
4.
01
01
5.
Sri P. Mohanan
01
01

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44
Human Resource Development Committee

Sl.
No.
Number of Meetings
Held
Attended
1.
01
01
2.
Sri Jayakumar P. g.
01
01
3.
01
01
4.
Sri P. Mohanan
01
01
5.
Sri K. Jayakumar #
00
00

Remuneration Committee
Sl.
No.
Number of Meetings
Held
Attended
1.
01
01
2.
01
01
3.
Sri P. Mohanan
01
01
4.
Sri K. Jayakumar
01
01
5.
Sri Chella K. Srinivasan #
00
00

Information Technology Committee

Sl.
No.
1.
Number of Meetings
Held
Attended
00
00
2.
Sri Jayakumar P. g.
01
01
3.
Sri K. Jayakumar $
00
00
4.
01
01
5.
Sri P. Mohanan
01
01

Committee of Directors
Sl.
No.
1.
Number of Meetings
Held
Attended
07
07
2.
Sri Jayakumar P. g.
11
11
3.
Sri P. Mohanan
11
11
4.
11
11
5.
02
01

45
NPA Monitoring Committee

Sl.
No.
Number of Meetings
Held
Attended
1.
03
03
2.
Sri Jayakumar P. g.
06
06
3.
Sri P. Mohanan
06
06
4.
06
06
* Ceased to be a Director w.e.f .20.09.2014.
Committee for overseeing HO Building Construction

Number of Meetings
Held
Attended
Sl.
No.
1.
Sri K. Jayakumar
01
01
2.
Sri Jayakumar P. g.
01
01
3.
Sri P. Mohanan
01
01
4.
Dr. Lakshmy Devi K. R.
01
01
Equity Issuance Committee

Sl.
No.
1.
Number of Meetings
Held
Attended
Sri T. Y. Prabhu
01
01
2.
Sri Jayakumar P. g.
01
01
3.
01
01
4.
01
01
5.
01
01

REMUNERATION POLICY
Remuneration Policy for Employees of the Bank:
The Bank has a Board approved Compensation Policy which deals with the Compensation & Benefits of the Employees of the Bank
and Whole-time Directors.
The objectives of the Compensation Policy of the Bank inter-alia includes, to provide a fair and persistent basis for motivating, inspiring
and rewarding the employees appropriately, according to their jobs/role size, performance, accomplishments, contribution, skill,
aptitude and competence to implement standards on sound compensation practices and incentives and to provide effective
governance of compensation payable to the WTDs/CEO and other staff, alignment of compensation with prudent risk taking and
effective supervisory oversight. The disclosure requirement of the remuneration is separately provided in Disclosure under Basel III
norms.
REMUNERATION POLICY FOR DIRECTORS
Remuneration of Executive Directors:
The Board approved Compensation Policy deals with the Compensation & Benefits of the Whole-time Directors/MD & CEO. The
remuneration of the Whole-time Directors/MD & CEO is recommended by the Remuneration Committee to the Board for approval
after considering the factors prescribed under the Compensation Policy.
www.dhanbank.com
46
The Board considers the recommendations of Remuneration Committee and approves the remuneration, with or without modifications,
subject to regulatory approvals. The remuneration payable to Whole-time Directors/MD & CEO is subject to prior approval of the
Reserve Bank of India (RBI). Therefore, the remuneration or any revision in remuneration to Whole-time Directors/MD & CEO is payable
only after receipt of the approval from RBI.
Remuneration of Non-Executive Directors (NEDs):
The NEDs are paid sitting fees for attending each meeting of the Board of Directors or any committee thereof as approved by the
Board, within the permissible limit prescribed under the Companies Act, 2013, Listing Agreement and other regulatory guidelines, as
amended from time to time. The Board while recommending the change in the sitting fees considers various factors like size and
complexity of organization, Comparison with the peer Banks and Regulatory guidelines as applicable etc. while recommending the
change in the sitting fees to the Board.
Details of General Body Meetings held in the last three years.
General Body Meetings
Location and time where last three Annual general Meetings (AgM) were held:
AGM Number
Date & Time
Venue
87th
20.09.2014 11.30 a.m.
Vadakke Samooha Madom, Thrissur
86
27.08.2013 11 a.m.
Kousthubham Auditorium, Thrissur
85th
27.09.2012 3.00 p.m.
Kousthubham Auditorium, Thrissur
th
Details of special resolutions passed in the previous 3 AgMs:

At the 85th AgM, one Special Resolution was passed for amending the Clause 10 (vesting option) of the Dhanlakshmi Bank Employees
Stock Option Scheme 2009 (ESOP Scheme).
At the 86th AgM, two Special Resolutions were passed, one for introduction of ESOP Scheme 2013 of the Bank replacing the existing
ESOP Scheme 2009 and the another for issue of 75,50,000 equity shares of `10/- each at a premium of `40/- aggregating to `37.75
Cr. equity shares through Preferential Allotment.
At the 86th AgM, three Special Resolutions were passed, one for increase in the Authorized Capital and amend the Capital Clause
(Clause V) of the Memorandum of Association and Article 2 of Articles of Association of the Bank accordingly, second for exercising
the borrowing powers of the Bank pursuant to Section 180(1) (c) of the Companies Act, 2013, and the third for amending the Articles
of Association of the Bank in compliance with the new Companies Act, 2013 and amendments in the Banking Regulation Act, 1949.
Remuneration paid to Directors during the year ended March 31, 2015
1.
The bank paid a total remuneration of `34,79,361/- during the year to Sri Jayakumar P. g., Managing Director &CEO of the Bank.
2.
Details of remuneration paid to other non Executive Directors (paid in the form of sitting fees for Board/Committee meetings
attended by them)
Sri Tekkar Yashwanth Prabhu `4,30,000/-, Sri K.Srikanth Reddy `3,40,000/-, Sri P. Mohanan `6,20,000/-, Sri K. Vijayaraghavan
`2,50,000/-, Sri Chella K. Srinivasan `6,00,000/-, Sri K. Jayakumar - `3,30,000/- and Dr. Lakshmy Devi K. R. `1,40,000/-.
BRIEF RESUME OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT

Resume of Directors seeking appointment/re-appointment at the 88th Annual general Meeting is given below:
(a)
Name
Age
Qualifications
Experience
:
:
:
:
Dr. K. R. Lakshmy Devi

65 years
MA, Ph.D.
Dr. K. R. Lakshmy Devi retired as a Professor in Economics from the University of Calicut. She took Ph.D.
in Economics on the subject Economics of Electricity Supply Industry in Kerala A case study of Costs
and Tariffs. She has 36 years of teaching experience. At present she is a UgC Consultant in University of
47
Science and Technology, Kochi, Consultant to State Planning Board and Consultant to Kerala Research
Programme for Local level Development. She has won several professional awards and she has submitted
several research papers at seminars.
Present position : Additional Director.
Sector
: Majority (Economics)
Dr. K. R. Lakshmy Devi was appointed as an Additional Director on 11.11.2014. She holds 200 shares of the Bank. She is a mentor of
the following committees of the Board:
Audit Committee, Customer Service Committee, Shareholders grievance Redressal Committee, Committee of Directors, Fraud
Monitoring Committee, CSR Committee and Premises Committee.
(b)
Name
Age
Qualifications
Experience
:
:
:
:
Dr. B. Ravindran Pillai

65 Years
MBA
Dr. B. Ravindran Pillai is an industrialist. He is the promoter Managing Director / Director of several companies
in India and the Middle East. He holds a degree in Business Administration from the Cochin University of
Science and Technology. A recipient of the 2008 Pravasi Bharatiya Samman, Dr. Pillai was honored again by
the government of India in 2010 with the fourth highest Indian civilian award of Padma Shri.
Present position : Additional Director
Sector
: Minority
Dr. B. Ravindran Pillai was appointed as an Additional Director on 28.04.2015. He holds 88,50,000 shares of the Bank.
(c)
Name
Age
Qualifications
Experience
:
:
:
:
Sri P. Mohanan
67 Years
MA, LLB
Mr. P. Mohanan, retired as general Manager of Canara Bank was in charge of the Banks Operation in the
state of Kerala. He has 35 years of Banking and Financial Expertise. He has undergone various management
programs such as Executive Development Program at IIM, Ahmadabad, ISB Hyderabad and Training in
Microfinance at Bank Rakia, Indonesia.
Present position : Non - executive Independent Director.
Sector
: Majority (Banking and SSI)
Mr. P. Mohanan was appointed as an Independent Director w.e.f. 01.04.2014 to hold office upto 30.09.2015. He holds 200 shares of
the Bank. He is a member of the following committees of Board: Risk Management Committee, Management Committee, Nomination
Committee, Audit Committee, Customer Service Committee, NPA Monitoring Committee, Remuneration Committee, Committee of
Directors and Human Resource Development Committee.
(d)
Name
Age
Qualifications
Experience
:
:
:
:

54 Years
B.Com, FCA
He is a Practicing Chartered Accountant for more than 29 years and has professional expertise in Accounting,
Auditing and Corporate Taxation.
He is the National Executive Vice President of the INDO- American Chamber of Commerce - IACC and was
a member of the Vision Committee of the Institute of Chartered Accountants of India.
Present position : Non-executive Independent Director.
Sector
: Majority (Accountancy)
Mr. Chella K. Srinivasan was appointed as an Independent Director w.e.f. 01.04.2014 to hold office upto 30.09.2015. He holds 200
shares of the Bank. He is a member of the following committees of Board: Large Value Fraud Monitoring Committee, Information
Technology Committee, Risk Management Committee, Audit Committee, NPA Monitoring Committee, Committee of Directors and
Equity Issuance Committee.
www.dhanbank.com
48
(e)
Name
Age
Qualifications
Experience
:
:
:
:
Sri K. Jayakumar IAS (Retired)

63 Years
MA, M.Sc.
He has served as Secretary to government in sectors like Agriculture & Tourism and retired as Chief Secretary
to the government of Kerala. He was also a Director of NABARD and Chief Commissioner for Travancore
Devaswom Board. He had also served as Agriculture Production Commissioner for over 5 years. Presently he
is the Vice Chancellor of the Malayalam University.
Present position : Non - executive Independent Director.
Sector
: Majority (Agriculture and Rural Economy)
Mr. K. Jayakumar was appointed as an Independent Director w.e.f. 01.04.2014 to hold office upto 30.09.2015. He holds 200 shares of
the Bank. He is a member of the following committees of Board: Management Committee, Large Value Fraud Monitoring Committee,
Information Technology Committee, Customer Service Committee and Remuneration Committee.
DISCLOSURES
Related Party Transactions
During the financial year, the Bank did not enter into any related party transactions with its Directors or Senior Management or their
Relatives that would potentially conflict with and / or adversely affect the interests of the Bank, excepting the remuneration paid to the
Managing Director & CEO.
Disclosure of Accounting Treatment
In preparation of financial statements, there has been no treatment different from that prescribed in the Accounting Standard that is
being followed.
Information supplied to the Board
The Board is regularly presented with all information under the following heads whenever applicable and materially significant. These
are submitted either as a part of the agenda papers well in advance of the Board/Committee Meetings or are tabled in course of the
Board/Committee Meetings.
Besides, all periodical returns and statements as prescribed by RBI are placed before the Board. All the policy documents relating to
different aspects of Banks functioning are also placed before the Board for their approval.
Among others, the following information are also furnished to the Board:
1. Review of annual operating plans of business, capital budgets, updates.
2. Quarterly results of the Bank and its operating divisions or business segments.
3. Minutes of meetings of Audit committee and all other Committees.
4. Any materially relevant default in financial obligations to and by the Bank.
5. Significant developments in human resources and industrial relations fronts.
6. Non-compliance of any regulatory or statutory provision or listing requirements as well as shareholder services such as nonpayment of dividend and delays in share transfer.
7. Materially important show cause, demand, prosecution and penalty notices.
MEANS OF COMMUNICATION
The Board took on record the unaudited financial results subjected to a Limited Review by the Auditors, in the prescribed proforma of
the Stock Exchanges within 45 days of the closure of every quarter and announced immediately thereafter, the results to all the Stock
Exchanges where the Banks shares are listed. The Board also approved the audited annual results within 60 days. The highlights of
quarterly results and audited annual results were published in leading one national and one vernacular newspaper within 48 hours of
the conclusion of the Board Meeting in which they were taken on record and information was also placed on the website of the Bank
at www.dhanbank.com.
49
General Shareholder Information

88th AgM
Date
September 29, 2015
Time
10:00 a.m.
Venue
Vadakke Samooha Madom, Thrissur
Name and other details regarding Compliance Officer Mr. Krishnan K. S.

Dhanlaxmi Bank Ltd.
Naickanal, Thrissur - 680 001
Financial Year
2014-15
Date of Book Closure
September 24, 2015
Dividend Payment Date
Not Applicable
Listing on Stock Exchanges
The equity shares of the Bank are listed on BSE Ltd.

National Stock Exchange of India Ltd.
Stock Code Equity Shares
BSE Ltd. - 532180

National Stock Exchange of India Ltd. - DHANBANK
Registrar and Transfer Agents
M/s. Karvy Computershare Private Ltd.

Plot No. 17-24, Vithal Rao Nagar,
Madhapur, Hyderabad 500 081.
Phone : 040 23420818
Fax
: (040) 23420814
E-mail : [email protected]
Dematerialisation of shares and liquidity
The equity shares are available for dematerialisation with

ISIN No. INE 680A01011.
Registered Office and Address for Correspondence
P. B. No. 9, Dhanlaxmi Buildings, Naickanal, Thrissur 680 001.

E-mail : [email protected]
MARKET PRICE DATA

The monthly high and low prices of the Banks shares traded in The National Stock Exchange of India Ltd. (NSE) and Bombay Stock
Exchange Ltd., (BSE) during each month in the financial year ended 31 March, 2015 are as under:
Month
April 2014
NSE
BSE
High (`)
Low (`)
High (`)
Low (`)
41.90
35.00
41.90
35.10
May 2014
49.25
35.35
49.20
35.40
June 2014
60.90
45.50
61.00
45.80
July 2014
61.25
48.60
61.25
48.75
August 2014
51.30
42.20
51.40
42.30
September 2014
49.70
41.00
49.60
41.20
October 2014
46.50
41.30
47.50
41.50
November 2014
47.00
42.45
47.00
43.00
December 2014
46.70
37.25
46.70
37.45
January 2015
44.70
35.55
44.65
35.75
February 2015
36.60
30.00
36.65
30.80
March 2015
36.30
29.05
36.30
29.15
www.dhanbank.com
50
Distribution of shareholding as on 31.03.2015:

Category wise distribution of shareholding as on 31.03.2015:
Sl. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Description
BANKS
CLEARINg MEMBERS
DIRECTORS
FOREIgN INSTITUTIONAL INVESTOR
FOREIgN PORTFOLIO INVESTORS
HUF
INSURANCE COMPANIES
BODIES CORPORATES
MUTUAL FUNDS
NON RESIDENT INDIANS
RESIDENT INDIVIDUALS
TRUSTS
Total
Cases
5
102
4
14
3
1141
2
937
3
1312
78860
4
82387
Shares
351478
261622
800
27972632
8778938
1856427
442277
27506901
2432
23487643
86773639
6830
177441619
% Equity
0.20
0.15
0.00
15.76
4.95
1.05
0.25
15.50
0.00
13.24
48.90
0.00
100.00
As on 31.03.2015, 37,82,493 shares constituting 2.13% and 17,36,59,126 shares constituting 97.87% of the paid up capital were held
in physical and electronic mode respectively.
As per SEBI directives, the settlement of the Banks shares is to be compulsorily done in Demat form.
In the case of physical transfers, the share transfer instruments as and when received are duly processed and shares in respect of valid
share transfer instruments transferred in the names of transferee, complying with the rules in force.
UNPAID DIVIDEND
All Dividends remaining unclaimed or unpaid including the balance in Dividend Account upto and including financial year 1993-94
have been transferred to the general Reserve Account of the Central government. Any claim in respect of transferred amounts shall
be made to the Registrar of Companies, Kerala Company Law Bhavan, Bharath Matha College, P. O., Kochi 682 021.
In terms of Section 125 of the Companies Act, 2013, the amount which has remained unclaimed/unpaid for a period of 7 years from
the date of transfer to the unpaid /unclaimed Dividend Account has to be transferred to the Investors Education and Protection Fund
(The Fund) and thereafter, no claim can be made by any shareholder against the Bank or the fund for the dividend amount of that
year. The unpaid dividend for the financial year 2007-08, is due for transfer to this fund in 2015-16.
The Ministry of Corporate Affairs has notified Investor Education and Protection Fund (Uploading of information regarding unpaid
and unclaimed amounts lying with Companies) Rules, 2012, whereby companies are required to identify and upload information
regarding unclaimed amounts due to be transferred to IEPF on the Ministrys website and also on Banks website.
Accordingly, the details of such unpaid/unclaimed amounts along with their respective due dates for transfer to IEPF are provided for
the benefit of investors. The shareholders may please claim their unclaimed/unpaid amount due to them by making a request to the
Company giving their particulars before the same are transferred to IEPF.
INTERNAL CONTROL SYSTEMS
Insider Trading Code
The Bank has articulated a Code of prevention of Insider Trading pursuant to Securities and Exchange Board of India (Insider Trading)
(Amendment) Regulations 2002 to prevent practices of Insider Training. The Company Secretary has been designated Compliance
Officer for this purpose. The Chairman, Managing Director, Directors, and Senior Management of the Bank have affirmed compliance
with this code.
Code of Conduct
The Bank has formulated a Code of Conduct for its Directors and Officers, This manual contains comprehensive regulation on ethical
standards to be mandatorily observed by the Chairman, Managing Director, Directors and Core Management Team consisting of
Officers from Scale IV and above who have affirmed compliance with the code of conduct.
51
Whistle Blower Policy

Bank has formulated a Whistle Blower Policy with a view to provide a mechanism for employees of the Bank to approach the Chairman
of the Audit Committee of the Bank/Ethics Counsellor (Chief of Internal Vigilance) in case they observe any unethical and improper
practices or any other alleged wrongful conduct in the bank and to prohibit Managerial functionaries from taking any adverse personal
action against those employees.
Compliance status of Clause 49 of the listing agreement
All Board members and senior management personnel have affirmed compliance with the Code of Conduct. A declaration to this
effect by the Managing Director & CEO in charge is annexed as Annexure I to this report.
The Bank has complied with all mandatory recommendations prescribed in Clause 49 of the Listing Agreement. A certificate to this
effect from the Banks Statutory Auditors is annexed as Annexure II to this report.
ANNEXURE 1
AFFIRMATION OF COMPLIANCE WITH CODE OF CONDUCT
I, g. Sreeram, Managing Director and Chief Executive Officer of the Bank, hereby declare that the Banks Code of Conduct has been
accepted and has been complied with, by all Board Members and Core Management Personnel of the Bank, as required under
Clause 49(1D) of the Listing Agreement on Corporate governance.
By Order of the Board
Place :
Date :
Thrissur
12.08.2015
Sd/
MD & CEO
CEO / CFO Certification

We, g. Sreeram, Managing Director and CEO and K. S. Krishnan, CFO and Company Secretary, of Dhanlaxmi Bank Limited hereby
certify that:
a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2015 and that to the best of
our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain any statements that
might be misleading;
(ii) these statements together present a true and unfair view of the Banks affairs and are in compliance with existing accounting
standards, applicable laws and regulations
b) There are, to the best of our knowledge and belief, no transactions entered into by the Bank during the year which are fraudulent,
illegal or violative of the Banks Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Bank pertaining to financial reporting and have disclosed to the Auditors and Audit
Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have
taken or proposed to take to rectify these deficiencies.
d) We have indicated, to the Auditors and the Audit Committee:
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or
an employee having significant role in Banks internal control system over financial reporting.
Yours faithfully
G. SREERAM
Managing Director & CEO
K. S. KRISHNAN
CFO and Company Secretary
Place : Thrissur
Date : 12.08.2015
www.dhanbank.com
52
ANNEXURE II
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
To the shareholders of Dhanlaxmi Bank Limited
We have examined the compliance of conditions of Corporate governance by Dhanlaxmi Bank Limited (formerly The Dhanlakshmi
Bank Limited) for the year ended March 31, 2015, as stipulated in Clause 49 of the Listing Agreement of the Bank with the Stock
Exchanges.
The Compliance of conditions of Corporate governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Bank for ensuring the compliance of the conditions of the Corporate
governance. It is neither an audit nor an expression of opinion on the financial statements of the Bank.
In our opinion and to the best of our information and according to the explanations given to us, we certify that Bank has complied with
the conditions of Corporate governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to future viability of the Bank nor the efficiency or effectiveness with
which the management has conducted the affairs of the Bank.
For SAGAR & ASSOCIATES

Chartered Accountants
F.R. No.: 003510S
(B.Srinivasa Rao)
M No.:202352
Date : 12 August, 2015
Place : KOCHI
53
Independent Auditors Report

To
The Members of Dhanlaxmi Bank Limited
Report on the Financial Statements
1.
We have audited the accompanying financial statements

of The Dhanlaxmi Bank Limited (hereinafter referred to as the
Bank), which comprise the Balance Sheet as at 31 March,
2015 and the Profit and Loss and the Cash Flow Statement
for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Incorporated in these Financial Statements are the returns
of 20 branches/offices, Dhanam Retail Centralised Solutions
and Treasury division audited by us, 258 branches/offices
audited by branch auditors.
6.
Managements Responsibility for the Financial Statements

2.
The Banks Board of Directors is responsible for the matters

stated in section 134(5) of the Companies Act, 2013 (the
Act) with respect to the preparation of these financial
statements that give a true and fair view of the financial
position, financial performance and cash flows of the Bank
in accordance with the accounting principles generally
accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014. This responsibility
also includes the maintenance of adequate accounting
records in accordance with the provision of the Act for
safeguarding of the assets of the Bank and for preventing
and detecting the frauds and other irregularities; selection
and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance
of internal financial control, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation of the
financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error.
Auditors Responsibility
3.
4.
5.
Our responsibility is to express an opinion on these financial

statements based on our audit.
We have taken into account the provisions of the Act, the
accounting and auditing standards and matters which
are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act. Those
www.dhanbank.com
7.
Standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the
Banks preparation of the financial statements that give true
and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on whether the Bank has in place an
adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls.
An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the
accounting estimates made by Banks Directors, as well
as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
Qualified audit opinion on the financial statements.
Basis for Qualified Opinion

We draw attention to Note No. 30 of the financial statements,
regarding funds of ` 7938 Lakhs not provided to pension trust
for purchase of annuities for payment of pension/increase
in dearness allowance. Had this provision been made in the
accounts, operating expenses and loss would have increased
by ` 7938 Lakhs.
Qualified Opinion
1.
In our opinion and to the best of our information and

according to the explanations given to us, except for the
effect of the matter described in the Basis for Qualified
Opinion paragraph, the financial statements together with
the accounting policies and notes thereon and give the
information required by the Banking Regulation Act, 1949 as
well as the Companies Act, 2013 in the manner so required
for the banking Companies and give a true and fair view,
in conformity with the accounting principles generally
accepted in India;
a) in the case of the Balance Sheet, of the state of affairs
of the Bank as at March 31, 2015;
b) in the case of the Statement of Profit and Loss, of the
loss for the year ended on that date; and
54
c)
in the case of the Cash Flow Statement, of the cash

flows for the year ended on that date.
(iii)
The reports on the accounts of the branch offices

audited by branch auditors of the Bank under
Section 143(8) of the Companies Act, 2013 have
been sent to us and have been properly dealt with
by us in preparing this report.
(iv)
The Balance Sheet, the Profit and Loss Account and

the Cash Flow Statement dealt with by us in the
Report are in agreement with the books of account.
(v)
Except for the effects of the matter described in

the basis for Qualified Opinion paragraph, in our
opinion, the aforesaid financial statements comply
with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
(vi)
The matter described in the basis for Qualified

Opinion paragraph above, in our opinion, may not
have an adverse effect on the functioning of the
Bank.
(vii)
On the basis of the written representations received

from the directors as on 31 March, 2015, taken
on record by the Board of Directors, none of the
directors are disqualified as on 31 March, 2015, from
being appointed as a director in terms of Section
164(2) of the Act.
(viii)
With respect to the other matters to be included in

the Auditors Report in accordance with the Rule 11
of the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information and
according to the explanations given to us :
i.
The Bank has disclosed the impact of pending
litigations on its financial position in its financial
statements Refer Clause (i) of Schedule 12 of
the financial statements ;
ii.
The Bank has made provision, as required under
the applicable law or accounting standards,
for material foreseeable losses, if any, on long
term contracts including derivative contracts;
iii.
There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Bank.
Emphasis of Matters:
2.
Without qualifying, we draw attention to:

a) Note No. 29 (a) of the financial statements, in terms of
RBI guidelines, banks are required to provide, in case of
fraud, the entire amount due to the Bank over a period
not exceeding four quarters commencing from the
quarter in which the fraud has been detected. However
as a prudent measure, the Bank has provided the entire
amount during the year, thereby; the loss reported by
the Bank is overstated by ` 4944 Lakhs.
b) Note No. 29 (b) of the financial statements, though
a special dispensation is given by RBI for providing
the amount due to the Bank over a period of three
quarters commencing from March, 2015 in respect of
a borrowal account, the Bank, however as a prudent
measure, has provided for the entire amount during the
year, thereby the loss reported by the Bank is overstated
by ` 4524 Lakhs.
c) Note No. 25 of the financial statement regarding
Reconciliation of rent advance/security deposit for
premises occupied by branches/offices, etc. (as per
Schedule No. 11), and physical verification of fixed
assets (Schedule No. 10) is in progress.
Report on other Legal and Regulatory Matters

3.
4.
5.
The Balance Sheet and the Statement of Profit and Loss have
been drawn up in accordance with provision of section 29
of the Banking Regulation Act, 1949 read with section 133
of the Companies Act, 2013 and Rule 7 of the Companies
(Accounts) Rules, 2014.
As required by sub section (3) of section 30 of the Banking
Regulation Act, 1949, we report that:
(a) We have obtained all the information and explanations
which, to the best of our knowledge and belief, were
necessary for the purpose of our audit and have found
them to be satisfactory.
(b) The transactions of the Bank, which have come to our
notice, have been within the powers of the Bank.
(c) The returns received from the offices and branches of
the Bank have been found adequate for the purposes
of our audit.
Further, As required by section 143(3) of the Act, 2013 we
report that:
(i) We have sought and obtained all the information
and explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit.
(ii)
In our opinion proper books of account as required

by law have been kept by the Bank so far as appears
from our examination of those books.
For Sagar and Associates

(CA. Aruna B.)
Partner
Membership Number: 216454
Place : KOCHI
Date : 28th May, 2015
55
Balance Sheet
As at March 31, 2015
(` in '000)
Schedule No.
As at
31-Mar-15
As at
31-Mar-14
17,74,416
12,59,346
CAPITAL AND LIABILITIES

Capital
Share Application Money Pending Allotment
Reserves and Surplus
54,64,134
61,03,853
Deposits
12,38,16,833
12,13,32,061
Borrowings
94,13,518
1,33,55,809
Other Liabilities and Provisions
30,50,185
48,24,820
14,35,19,086
14,68,75,889
TOTAL
ASSETS
Cash and Balances with Reserve Bank of India
66,93,310
63,01,588
Balances with Banks and Money at call and short notice
62,07,928
1,04,51,827
Investments
4,85,01,043
4,48,23,049
Advances
7,66,98,142
7,93,59,626
Fixed Assets
10
20,27,988
21,23,510
Other Assets
11
33,90,675
38,16,289
14,35,19,086
14,68,75,889
77,31,004
93,01,119
25,84,577
22,52,991
TOTAL
Contingent Liabilities
12
Bills for collection

Mr. Raghu Mohan N.
AGM-Finance and Accounts
Mr. Krishnan K. S.
Mr. Manikandan P.
Chief General Manager
Mr. G. Sreeram
Mr. T. Y. Prabhu
Chairman
Mr. P. Mohanan
Director

Director
Mr. K. Jayakumar
Director
Dr. K. R. Lakshmi Devi

Director
Dr. B. Raveendran Pillai

Director
Mr. Susobhan Sinha

Director
As per our Report of even Date

For Sagar & Associates
Firm Registration No. 003510S
CA. Aruna B. (Partner)
Membership No. 216454
www.dhanbank.com
56
Profit & Loss Account
for the year ended March 31, 2015
(` in '000)
Year ended
31-Mar-15
Year ended
31-Mar-14
13
14
1,28,35,942
8,49,454
1,36,85,396
1,29,19,484
7,34,280
1,36,53,764
15
16
98,47,511
35,81,957
26,70,624
1,61,00,092
(24,14,696)
(37,08,448)
1,01,18,270
34,74,885
25,79,750
1,61,72,905
(25,19,141)
(11,88,796)
(61,23,144)
(37,07,937)
27,474
(61,50,618)
(61,23,144)
511
(37,08,448)
(37,07,937)
-
Schedule No.
INCOME
Interest Earned
Other Income
Total
EXPENSE
Interest expended
Operating Expenses
Provisions and Contingencies
Total
Net Profit for the year
Profit brought forward
Transfer from Dividend Payable Account including Dividend Tax
Total
Appropriations
Transfer to Statutory Reserve
Transfer to Capital Reserve
Transfer to Special Reserve U/s.36(1)(viii) of Income Tax Act
Transfer to Other Reserve
Proposed dividend
Dividend tax
Balance carried forward to Balance Sheet
Total
Earnings Per Share (in `)
Basic EPS
Diluted EPS
Mr. Raghu Mohan N.
Mr. Krishnan K. S.
Mr. Manikandan P.
Mr. G. Sreeram
Mr. T. Y. Prabhu
Chairman
Mr. P. Mohanan
Director

Director
Mr. K. Jayakumar
Director

Director

Director
Mr. Susobhan Sinha

Director

57
Cash Flow statement

(` in 000)
Year ended
March 31, 2015
Year ended
March 31, 2014
-24,14,496
(25,18,641)
Depreciation on fixed assets
1,89,480
3,12,874
Depreciation on Investments
-5,00,520
9,29,685
Amortisation of premia on investments
95,111
94,459
Loan Loss provisions including write off
29,47,694
13,30,809
-9,000
4,900
200
500
400
Provision for NPA (Investments)
1,78,400
50,000
Provision for restructured assets
-30,008
1,01,962
2,570
4,646
-556
(986)
-2,816
(1,178)
-34,50,985
(8,02,301)
(Increase)/Decrease in Advances
-2,86,210
(29,19,852)
Increase/(Decrease) in Borrowings
-39,42,291
(22,95,101)
24,84,772
93,10,741
4,25,414
8,63,499
-17,37,841
20,20,603
-60,51,082
64,87,019
Particulars
Cash flow from operating activities
Net profit before income tax
Adjustments for :
Provision against standard assets

Provision for wealth tax
Provision for Deferred Tax Asset
Provision for fraud

Provision for OIS MTM Loss
(Profit)/ Loss on sale of fixed assets
Adjustments for :
(Increase)/Decrease in Investments
Increase/(Decrease) in Deposits
(Increase)/Decrease in Other assets
Increase/(Decrease) in Other liabilities and provisions
Direct taxes paid (net of refunds)
Net cash flow from operating activities
Cash flows from investing activities
www.dhanbank.com
58
(` in 000)
Year ended
March 31, 2015
Year ended
March 31, 2014
-1,11,279
(2,81,102)
26,452
37,871
-97,457
(2,43,231)
5,15,070
53,983
(2,70,000)
Proceeds from Share Premium (net of share issue expenses)
17,81,293
13,54,304
Net cash generated from financing activities
22,96,363
11,38,287
-38,52,176
73,82,075
Cash and cash equivalents as at April 1st
1,67,53,414
93,71,339
Cash and cash equivalents as at March 31st
1,29,01,238
1,67,53,414
Particulars
Purchase of fixed assets
Proceeds from sale of fixed assets
Net cash used in investing activities
Cash flows from financing activities

Proceeds from issue of equity shares
Proceeds from issue of Upper and Lower Tier II capital instruments
(net of repayment)
Net increase in cash and cash equivalents
Mr. Raghu Mohan N.
Mr. Krishnan K. S.
Mr. Manikandan P.
Mr. G. Sreeram
Mr. T. Y. Prabhu
Mr. P. Mohanan
Chairman
Director
Mr. K. Jayakumar
Director
Director
Director
Mr. Susobhan Sinha
Director
Director

Place : Kochi
Date : May 28, 2015
59
Schedules to the Financial Statements

As at March 31, 2015
(` in 000)
As at
31-Mar-15
As at
31-Mar-14
SCHEDULE 1 - CAPITAL
Authorised Capital
30,00,00,000 Equity Shares of `10 each
30,00,000
20,00,000
17,74,416
12,59,346
17,74,416
12,59,346
7,72,614
7,72,614
(20,00,00,000 Equity Shares of `10 each)

Issued, Subscribed and Paid up
17,74,41,619 Equity Shares of `10 each
(12,59,34,619 Equity Shares of `10 each)
Total
SCHEDULE 2 - RESERVES AND SURPLUS
I.
STATUTORY RESERVES
Opening Balance
Additions: Transfer from Profit and Loss Account
II.
IV.
8,05,850
8,26,195
(20,345)
Adjustments during the year
BALANCE IN PROFIT AND LOSS ACCOUNT
8,05,850
8,05,850
(61,50,618)
(37,08,448)
69,88,963
56,34,659
SECURITIES PREMIUM ACCOUNT

Additions during the year (net of share issue expenses)
17,81,293
13,54,304
87,70,256
69,88,963
CAPITAL RESERVES
Opening Balance
Additions: Due to Revaluation of Premises
VI.
7,72,614
Additions : Transfer from Profit and Loss Account
Opening Balance
V.
7,72,614
REVENUE AND OTHER RESERVES
Opening Balance
III.
11,85,017
3,50,085
8,37,154
Transfer from Profit and Loss Account
27,474
511
Deduction due to depreciation on revalued premises
(6,316)
(2,733)
12,06,175
11,85,017
59,857
59,857
SPECIAL RESERVE U/s.36(1)(viii) OF INCOME TAX ACT, 1961

Opening Balance
Additions: Transfer from Profit and Loss account
Less: Transfer to Profit and Loss Account
Total
www.dhanbank.com
59,857
59,857
54,64,134
61,03,853
60
(` in 000)
As at
31-Mar-15
As at
31-Mar-14
SCHEDULE 3 - DEPOSITS
A
I.
Demand Deposits
(i)
From Banks
(ii)
From Others
II. Savings Bank Deposits

III.
82,732
89,57,322
1,01,42,719
90,40,054
1,99,93,340
1,76,34,857
55,68,073
1,24,48,041
Term Deposits
(i)
From Banks
(ii)
From Others
Total
B
15,378
1,01,27,341
I. Deposits of Branches in India

II. Deposits of Branches outside India
Total
8,81,12,701
8,22,09,109
9,36,80,774
9,46,57,150
12,38,16,833
12,13,32,061
12,38,16,833
12,13,32,061
12,38,16,833
12,13,32,061
56,70,000
66,30,000
16,69,523
SCHEDULE 4 - BORROWINGS
I.
II.
II.
Borrowings in India
(i)
Reserve Bank of India
(ii)
Other Banks
(iii)
Other Institutions and Agencies
7,91,518
17,14,838
64,61,518
1,00,14,361
Tier II bonds in India

Upper Tier II bonds
2,75,000
2,75,000
Lower Tier II bonds
26,77,000
26,77,000
29,52,000
29,52,000
3,89,448
Borrowings Outside India

Total
3,89,448
94,13,518
1,33,55,809
SCHEDULE 5 - OTHER LIABILITIES AND PROVISIONS

I.
Bills Payable
6,05,217
17,83,556
II.
Interest accrued
6,15,842
6,81,201
III.
Inter Office Adjustments (Net)
IV.
23,446
Others (including Provisions)
18,05,680
23,60,063
Total
30,50,185
48,24,820
19,20,135
14,22,981
47,73,175
48,78,607
SCHEDULE 6 - CASH AND BALANCES WITH RESERVE BANK OF INDIA

I.
Cash on Hand (including foreign currency notes)
II.
Balances with Reserve Bank of India

(a) In current accounts
(b) In other accounts
Total
47,73,175
48,78,607
66,93,310
63,01,588
61
(` in 000)
SCHEDULE 7 - BALANCES WITH BANKS AND MONEY AT CALL AND SHORT NOTICE
I.
In India
(i) Balances with Banks :
(a) In current accounts
(b) In other deposit accounts
(ii)
II.
Money at Call and Short Notice

(a) With banks
(b) With other institutions
Total
Outside India
(a) In current account
(b) In other deposit accounts
Total
SCHEDULE 8 - INVESTMENTS
A
Investments in India in
(i) Government Securities
(ii) Approved securities
(iii) Shares
(iv) Debentures and Bonds
(v) Subsidiaries/Joint Ventures
(vi) Others
Total
B
Investments outside India
(i)
(ii)
(iii)
Gross Value of Investments

(a) In India
(b) Outside India
Provision for Depreciation
(a) In India
(b) Outside India
Net Value of Investments
(a) In India
(b) Outside India
SCHEDULE 9 - ADVANCES
A
(i) Bills Purchased and discounted
(ii) Cash Credits, Overdrafts and Loans repayable on Demand
(iii) Term Loans
Total
B
(i) Secured by Tangible assets
(ii) Covered by Bank/Govt Guarantee
(iii) Unsecured
Total
www.dhanbank.com
As at
31-Mar-15
As at
31-Mar-14
2,66,087
30,00,000
32,66,087
6,22,934
60,17,000
66,39,934
22,50,000
4,99,466
27,49,466
60,15,553
27,00,000
8,99,110
35,99,110
1,02,39,044
1,92,375
1,92,375
62,07,928
2,12,783
2,12,783
1,04,51,827
3,68,73,551
1,51,969
4,82,404
1,09,93,120
4,85,01,044
4,85,01,044
3,77,94,341
78,660
7,39,704
62,10,344
4,48,23,049
4,48,23,049
4,93,46,259
4,93,46,259
4,59,90,384
4,59,90,384
8,45,216
8,45,216
11,67,335
11,67,335
4,85,01,043
4,85,01,043
4,48,23,049
4,48,23,049
7,61,045
2,77,39,793
4,81,97,304
7,66,98,142
7,43,40,009
18,40,400
5,17,733
7,66,98,142
13,28,684
2,37,64,505
5,42,66,437
7,93,59,626
7,45,22,234
3,20,804
45,16,588
7,93,59,626
62
(` in 000)
I.
As at
31-Mar-14
2,98,69,845
2,86,95,554
ADVANCES IN INDIA
(i)
Priority Sectors
(ii)
Public Sector
(iii)
Banks
(iv)
Others
Total
II.
As at
31-Mar-15
ADVANCES OUTSIDE INDIA

Total
8,89,345
12,72,492
1,608
30,64,602
4,59,37,344
4,63,26,978
7,66,98,142
7,93,59,626
7,66,98,142
7,93,59,626
SCHEDULE 10 - FIXED ASSETS

A
Premises
12,43,393
3,36,882
Additions during the year due to revaluation of Premises
At cost as per last Balance Sheet
9,06,511
Additions/Adjustments during the year
Deductions during the year
Depreciation to date
1,81,712
1,71,838
10,61,681
10,71,555
24,81,218
23,17,302
Additions/Adjustments during the year
57,754
2,51,825
Deductions during the year
72,243
87,909
16,87,381
15,62,697
7,79,348
9,18,521
Net Block
B
Other Fixed Assets (includes Furniture and Fixture and Computers)

At cost as per last Balance Sheet
Depreciation to date
Capital Work in progress
Net Block
1,86,959
1,33,434
20,27,988
21,23,510
18,57,610
18,59,405
SCHEDULE 11 - OTHER ASSETS

I.
Interest Accrued
II.
Inter Office Adjustments (Net)
34,036
III.
Tax paid in advance and Tax Deducted at Source (net of provisions)
4,27,986
5,92,376
IV.
Deferred Tax Asset
3,70,591
3,70,591
V.
Stationery and stamps
5,711
6,458
VI.
Non Banking Assets acquired in satisfaction of claims
36,965
34,091
VII.
Others
6,91,812
9,19,332
Total
33,90,675
38,16,289
SCHEDULE 12 - CONTINGENT LIABILITIES

I.
Claims against the bank not acknowledged as debts
7,35,996
4,05,890
II.
Liabilities on account of outstanding forward exchange contracts
36,40,798
55,48,394
III.
Guarantees given on behalf of constituents in India
27,14,222
26,32,211
IV.
Acceptance endorsements and other obligations
5,96,915
7,14,624
VI.
Other items for which Bank is contingently liable #
43,073
77,31,004
93,01,119
#(Amount transferred to DEAF)

Total
63
Schedules to the Financial Statements

(` in 000)
Year ended
31-Mar-15
Year ended
31-Mar-14
89,38,534
35,03,033
3,36,602
57,773
1,28,35,942
93,68,544
32,45,622
3,05,318
1,29,19,483
59,771
1,22,353
2,816
1,26,257
14,251
5,24,006
8,49,454
66,596
1,43,452
1,178
4,648
2,960
5,15,446
7,34,281
SCHEDULE 15 - INTEREST EXPENDED

I. Interest on Deposits
II. Interest on RBI/Inter Bank Borrowing
III. Others
Total
89,65,964
5,34,823
3,46,724
98,47,511
91,89,000
5,38,905
3,90,365
1,01,18,270
SCHEDULE 16 - OPERATING EXPENSES

I. Payments to and Provisions for Employees
II. Rent, Taxes and Lighting
III. Printing and Stationery
IV. Advertisement and Publicity
V. Depreciation to Banks property
VI. Directors Fee, Allowance and Expense
VII. Auditors Fee and Expense (including Branch Auditors)
VIII. Law charges
IX. Postage, Telegram, Telephone etc.
X. Repairs and Maintenance
XI. Insurance
XII. Other Expenditure
Total
21,14,698
4,68,680
27,266
6,454
1,83,165
3,974
6,027
32,617
1,05,337
48,940
1,13,372
4,71,427
35,81,957
18,92,157
4,69,772
31,636
6,078
3,12,874
3,215
5,679
26,173
67,971
32,347
1,03,860
5,23,123
34,74,885
PROVISIONS & CONTINGENCIES

I. Provision for NPA (incl BDW)
II. Provision for Standard Assets
III. Provision for Restructured Advances
IV. Provision for Dep. on Investments
V. Provision for NPI
VI. Provision for Income Tax/ Wealth Tax
VII. Provision for Deferred Tax
VIII. Provision for Fraud
IX. Provision for OIS MTM Loss
X. Provision for Unhedged Forex Exposure
XI. Other Provisions
Total
29,47,694
(9,000)
(30,008)
(5,00,520)
1,78,400
200
2,570
(556)
10,800
71,044
26,70,624
13,30,809
4,900
1,01,962
9,29,685
50,000
500
400
4,646
(986)
SCHEDULE 13 - INTEREST EARNED

I. Interest/Discount on Advances/bills
II. Income on Investments
III. Interest on balance with RBI/other inter Bank funds
IV. Others
Total
SCHEDULE 14 - OTHER INCOME
I. Commission, Exchange and Brokerage
II. Profit/(Loss) on sale of Investments (Net)
III. Profit on sale of land, building and other Assets (Net)
IV. Profit on exchange transactions (Net)
V. Income from Insurance
VI. Miscellaneous Income
Total
www.dhanbank.com
1,57,834
25,79,750
64
SCHEDULE 17 PRINCIPAL ACCOUNTING POLICIES APPENDED TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH, 2015
BASIS OF PREPARATION
The Financial Statements have been prepared in accordance with the requirements prescribed under the Third Schedule of the
Banking Regulation Act, 1949. The accounting and reporting policies used in the preparation of these financial statements conform
in all material aspects to Generally Accepted Accounting Principles in India (Indian GAAP), the guidelines issued by Reserve Bank of
India (RBI) from time to time, the Accounting Standards (AS) notified under Sec. 133 of the Companies Act, 2013 read with Rule 7 of
the Companies (Accounts) Rules 2014 to the extent applicable and practices generally prevalent in the banking industry in India. The
bank follows the accrual method of accounting and the historical cost convention except where otherwise stated. The Accounting
policies adopted by the bank are consistent with the previous year except as disclosed otherwise.
USE OF ESTIMATES
The preparation of Financial Statements requires the management to make estimates and assumptions in the reported amounts of
assets and liabilities (Including contingent liabilities) as of the date of the financial statements and the reported income and expenses
during the reporting period. Management believes that the estimates and assumptions used in preparation of the financial statements
are prudent and reasonable. Actual results could differ from these estimates.
SIGNIFICANT ACCOUNTING POLICIES
1. Revenue recognition
a) Interest income from loans and advances, investments (including deposits placed with banks and other institutions) are recognized
over the period of the loans and advances, Investments, Deposits etc. on accrual basis. However interest accrued and other dues
in the nature of non interest income relating to Advances/ Investments, classified as Non-performing Advances/ Investments under
RBI guidelines, are recognised only on realisation.
b) Dividend on investments in shares and units of mutual funds are accounted on accrual basis when the banks right to receive the
dividend is established.
c) Insurance claims, Locker Rent, Interest on Income Tax refund, Commission from Distribution of Insurance/ Mutual Fund products
and Commission from Depository services are accounted on receipt basis.
d) Commission income on issuance of Bank Guarantee/Letter of Credit and Discount on Bill Discounted is collected upfront and is
recognised over the period of the underlying liability.
e) Processing fee/ upfront fee, handling charges or income of similar nature collected at the time of sanctioning or renewal of loan/
facility is recognised in the year of receipt without spreading it over the period of loan/ facility.
f) All other amounts collected from customers as Non interest income or recovery of expenses towards provision of various services/
facilities are accounted/ recognised on receipt basis.
2. EXPENSES RECOGNITION
A) Interest Expenses:
All interest expenses relating to deposits accepted and borrowings are recognised on accrual basis. Interest on unclaimed
matured deposits is provided as per RBI directives.
B) Employee benefits
The liability on employee benefits are recognized in accordance with Accounting Standard 15 (revised) specified in under Sec.
133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.
a) Provident Fund
The contribution made by the bank to Dhanlaxmi Bank Ltd. Employees Provident Fund, administered by the trustees is charged to
Profit & Loss account.
65
b) Pension Fund
The contribution towards Dhanlaxmi Bank Ltd. Employees Pension Fund, managed by trustees, is determined on actuarial basis on
projected unit credit method as on the Balance Sheet date and is recognized in the accounts.
c) Gratuity:
The Bank makes annual contribution to Dhanlaxmi Bank Ltd. Employees Gratuity Trust Fund administered and managed by the
trustees. The net present value of the Banks obligation towards the same is actuarially determined based on the projected unit
credit method as at the balance sheet date.
d) Compensation for absence on Privilege / Sick / Casual Leave
The employees of the bank are entitled to compensated absence on account of privilege/ sick/ casual leave as per the leave
rules. The bank measures the long term expected cost of compensated absence as a result of the unused entitlement that has
accumulated at the balance sheet date based on actuarial valuation and such costs are recognised in the accounts.
C) Other operating Expenses are generally accounted on accrual basis. In the case of Rent where rent agreement is expired, rent is
accounted on the basis of expired agreement till new rent agreement is signed.
3. NET PROFIT
Net Profit is arrived at after provisions for contingencies, which include Provision for:
i) Depreciation on Investments;
ii) Standard Assets, Restructured Advances and Non-Performing Advances and Investments;
iii) Taxation in accordance with statutory requirements.
4. ADVANCES
A) Valuation / Measurement
a)
Advances are classified into Standard, Sub-standard, Doubtful and Loss assets in accordance with the Reserve Bank of India
guidelines and are stated net of provisions made towards non performing advances.
b)
Provision for non performing advances comprising Sub-standard, Doubtful and Loss assets is made in accordance with the
Reserve Bank of India guidelines.
c)
In addition, general provision in respect of standard assets/ restructured assets is created as per Reserve Bank of India
guidelines from time to time.
B) Recording / Presentation
Provisions created against individual accounts as per RBI guidelines are not netted in the individual account. For presentation in
financial statements, provision created for NPA is netted against gross amount of advance without adjusting the same at individual
account level. Provision held against an individual account is adjusted against individual accounts balance only at the time of
write off of the account.
5. INVESTMENTS
A) Classification
(a)
In accordance with the RBI guidelines, investments are categorised in to Held for Trading, Available for Sale and Held to
Maturity and further classified under six groups, viz. Government Securities, Other Approved Securities, Shares, Debentures
and Bonds, Subsidiaries/Joint Ventures and Other investments for the purposes of disclosure in the Balance Sheet.
(b)
Investments which are Held for sale within 90 days from the date of purchase are classified as Held for Trading.
(c)
Investments which the bank intends to hold till maturity are classified as Held to Maturity.
(d)
Investments which are not classified in either of the above two categories are classified as Available for Sale.
www.dhanbank.com
66
B. Valuation
The cost of investments is determined on the weighted average basis. Broken period interest paid on debt instruments is treated
as a revenue item. The transaction cost, including brokerage, commission etc. paid at the time of acquisition of investments are
charged to revenue.
The valuation of investments is made in accordance with the RBI Guidelines:
a.
Held for Trading/ Available for Sale Each security in this category is valued at the market price or fair value and the net
depreciation of each group is recognised in the Profit and Loss account. Net appreciation, if any, is ignored.
The market value of investments where current quotations are not available is determined as per the norms prescribed by RBI.
b.
Held to Maturity These are carried at their acquisition cost. Any premium on acquisition of debt instruments is amortized over
the remaining maturity of the security. Any diminution, other than temporary, in the value of such securities is provided for.
c.
Repurchase and Reverse Repurchase transactions These are accounted as outright sale and outright purchase respectively.
The difference between the clean price of the first leg and the clean price of the second leg is recognised as interest
income / interest expense over the period of the transaction. However, depreciation in their value, if any, compared to their
original cost, is provided for.
d.
In respect of securities included in any of the three categories of investments where interest / principal is in arrears, for more
than 90 days, income is not recognised and appropriate provision for the depreciation in the value of the investments is
made, as per prudential norms applicable to non-performing advances. Debentures / Bonds in the nature of advances are
subjected to usual prudential norms applicable to advances.
C. Transfer Between Categories

Transfer between categories is done at the lower of the acquisition cost/ book value/ market value on the date of the transfer and
the depreciation, if any, on such transfer is fully provided for. Transfer of securities from/ to Held to Maturity category is done as per
guidelines issued by RBI from time to time.
D. Profit or Loss on Sale / Redemption of Investments
a.
Held for Trading and Available for Sale Profit or loss on sale/ redemption is recognised in the Profit and Loss account.
b.
Held to Maturity - Profit or Loss on Sale/ Redemption of Investments is recognised in the Profit and Loss account. In case of
Profits, the same is appropriated to Capital Reserve, after adjustments for tax and transfer to statutory reserve.
6. FIXED ASSETS
a)
The Fixed Assets are stated at historical cost less depreciation.
b)
The revalued assets are stated at the revalued amount less depreciation. The appreciation in value consequent to revaluation
is credited to Revaluation Reserve. Depreciation on assets revalued is charged based on remaining useful life of the asset
including the additions made on revaluation, and an equivalent amount towards the additional depreciation provided on
revaluation, is transferred from Revaluation Reserve to profit and loss account.
c)
Depreciation on Fixed Assets is provided based on the useful life of the asset as prescribed under Part C of Schedule II to the
Companies Act, 2013.
d)
Amount expended towards acquisition of Software is capitalized where it is reasonably estimated that the software has an
enduring useful life. Software is amortized over an estimated useful life of 5 years on straight-line basis.
7. TRANSACTIONS INVOLVING FOREIGN EXCHANGE

i)
Monetary assets and liabilities, guarantees, acceptances, endorsements and other obligations are translated to Indian Rupee
equivalent at the exchange rates notified by FEDAI as on the Balance Sheet date.
ii)
Forward Exchange contracts are translated to Indian Rupee equivalent at the exchange rate prevailing on the date of
commitments. Gain/ Losses on outstanding forward exchange contracts are taken to revenue as per the FEDAI guidelines.
iii)
Income and Expenditure in foreign currency are accounted for at the exchange rate prevailing on the date of transaction.
67
8.
IMPAIRMENT OF ASSETS
The Bank assesses at each Balance Sheet date, whether there is any indication that an asset is impaired or not. Impairment loss,
if any, is provided in the Profit and Loss Account to the extent the carrying amount of assets exceeds their estimated realisable
amount.
9.
TAXES ON INCOME
The income tax expense comprises current tax and deferred tax. Current tax is measured at the amount expected to be
paid in respect of taxable income for the year in accordance with the Income Tax Act. Deferred tax assets and liabilities are
recognised for the future tax consequences of timing differences, being the difference between the taxable income and the
accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax
asset is recognised subject to prudence and judgment that realisation is more likely than not. Deferred tax assets and liabilities
are measured using tax rates under tax laws that have been enacted before the balance sheet date. Changes in deferred tax
assets/ liabilities on account of changes in enacted tax rates are given effect to in the profit and loss account in the period of
the change.
10.
ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

In accordance with Accounting Standard 29, Provisions, Contingent Liabilities and Contingent Assets specified under Sec. 133 of
the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014, the bank recognizes provisions when it has
a present obligation as a result of a past event and it is possible that an outflow of resources embodying economic benefits will
be required to settle the obligation in respect of which a reliable estimate of the amount of the obligation can be made.
Provisions are determined based on management estimate required to settle the obligation at the balance sheet date,
supplemented by experience of similar transactions. These are reviewed at each balance sheet date and adjusted to reflect
the current management estimates. In cases where the available information indicates that the loss on the contingency is
reasonably possible but the amount of loss cannot be reasonably estimated, a disclosure is made in the financial statements.
Contingent assets, if any, are not recognised or disclosed in the financial statements.
ACCOUNTING CONTROLS AND PROCEDURES

The above policies are in the nature of general principles adopted by the bank for recognising, recording, and summarising the
financial transactions of the bank.
Banking services are extended from various offices of the bank spread across India. For proper accounting, accounting aspects
of such events/ services are first recorded at such offices from where these transactions/services/events become measurable in
monetary terms. Transactions thus generated are further compiled at Head Office to prepare the financial statements of the bank.
Detailed rules covering procedural aspects of accounting, including accounting controls, of various products/services at branches
and Head Office are included in the policies, Manuals and circulars issued from time to time.
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68
SCHEDULE 18 - NOTES TO THE FINANCIAL STATEMENTS

1.
CAPITAL COMMITMENTS ` 1596 LAKHS (PREVIOUS YEAR ` 1616 LAKHS)
2.
(a) Provisions and Contingencies
` in Lakhs
March 31, 2015
March 31, 2014
Provision for depreciation on Investments
Particulars
(5005)
9297
Provision for Non Performing Investments
1784
500
(90)
49
Provision for Standard Assets

Provision for Fraud
26
46
Provision for OIS MTM Loss
(6)
(10)
29477
13308
(300)
1020
Provision for Income Tax, Wealth Tax etc.
Deferred Tax Assets
Provision for NPA (including Bad Debts written off and write back)
Provision for Restructured Advances
Provision for Unhedged Forex Exposure
108
Other Provisions
710
1578
26706
25797
Total
(b) Floating Provisions
` in Lakhs
Particulars
(a) Opening balance

(b) Additional Provisions made during the year
2014-15
2013-14
134
200
(c) Amount of draw down made during the year
67
66
(d) Closing balance
67
134
March 31, 2015

Basel II
Basel III
7.42
7.42
7.42
7.42
2.29
2.17
9.71
9.59
NA
NA
22964
22964
NIL
NIL
March 31, 2014

Basel II
Basel III
6.99
6.93
6.99
6.93
3.01
1.74
10.00
8.67
NA
NA
17623
17623
NIL
NIL
3.
Sr.
No.
CAPITAL ADEQUACY
` in Lakhs
Items
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Common Equity Tier I Capital Ratio (%)

Tier I Capital (%)
Tier II Capital (%)
Capital to Risk/Weighted Assets Ratio (%)
Percentage of the shareholding of the Government of India in nationalized banks
Amount of equity capital raised
Amount of Additional Tier 1 capital
raised : of which
PNCPS :
PDI :
(viii) Amount of Tier 2 capital raised ;
Of which
Debt Capital Instrument:
Preference Share Capital Instruments :
[Perpetual Cumulative Preference Shares (PCPS)/ Redeemable Non-Cumulative
Preference Shares (RNCPS)/Redeemable Cumulative Preference Shares (RCPS)]
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
69
4.
INVESTMENTS
` in Lakhs
Items
(1) Value of Investments
(i) Gross Value of Investments
(a) In India
(b) Outside India
(ii) Provisions for Depreciation on investments
(a) In India
(b) Outside India
(iii) Net Value of Investments
(a) In India
(b) Outside India
(2) Movement of provisions held towards depreciation on investments
(i) Opening balance
(ii) Add: Provisions made during the year
(iii) Less: (Write-off/write-back of excess provisions during the year)
(iv) Closing Balance
5.
March 31, 2015
March 31, 2014
493463
-
459904
-
8452
-
11673
-
485011
-
448230
-
11673
3109
6330
8452
2039
9747
113
11673
REPO TRANSACTIONS
` in Lakhs
Particulars
Minimum
outstanding
during the year
ended March 31
2015
2014
Securities sold under repos

i) Government Securities
ii) Corporate Debt Securities
Securities purchased under reverse repos
i) Government Securities
ii) Corporate Debt Securities
Maximum
outstanding
during the year
ended March 31
2015
2014
Daily Average
outstanding
during the year
ended March 31
2015
2014
As on
As on
March 31, March 31,
2014
2015
NIL
NIL
NIL
NIL
341,51
NIL
1131,81
NIL
56,02
NIL
278,05
NIL
NIL
NIL
817,68
NIL
NIL
NIL
NIL
NIL
22178
NIL
42245
NIL
1002
NIL
4105
NIL
NIL
NIL
NIL
NIL
Note: As per RBI/2009-2010/356 IDMD/4135/11.08.43/2009-10 dt. March 23, 2010 only Market repo & Market reverse repo Transactions have been taken
into Account; Repo/Reverse repo Transactions conducted under Liquidity Adjustment Facility (LAF) with RBI have not been counted.
6.
NON-SLR INVESTMENT PORTFOLIO
a.
Issuer wise composition of Non SLR investments as on March 31, 2015
Sr.
No.
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Issuer
Public Sector Units
Financial Institutions
Banks
Private Corporate
Subsidiaries/Joint Ventures
Others (Security Receipts and PTC)
Provision held towards depreciation and NPI
Total
Amount
1002
4533
66409
4237
10044
(5296)
80929
Extent of
Private
Placement
914
4477
66149
3668
10044
(5136)
80116
` in Lakhs
Extent of Below
Investment
Grade Securities
557
2418
(2521)
454
Extent of
Unrated
Securities
557
134
468
(705)
454
Extent of
Unlisted
Securities
567
3668
10045
(5136)
9144
The above composition of Non-SLR Investments excludes RIDF/RHF/MSME deposits of ` 35346 lakhs.
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70
b.
Non Performing Non-SLR Investments
` in Lakhs
Particulars
2014-15
Opening balance
Additions during the year
Reductions during the year
2013-14
2695
695
284
2000
NIL
NIL
Closing balance
2979
2695
Total provisions held
2979
1195
Sale and Transfers to / from HTM Category

The Market Value of Investments held in the HTM category was ` 195980 lakhs and the excess of book value over market value was
` 1829 lakhs as on 31.03.2015.
7.
DERIVATIVES
Forward Rate Agreement/ Interest Rate Swap
` in Lakhs
Particulars
March 31, 2015
March 31, 2014
i)
The notional principal of swap agreements
5000
5000
ii)
Losses which would be incurred if counterparties failed to fulfill their obligations

under the agreements
(8)
(14)
iii)
Collateral required by the bank upon entering into swaps
NIL
NIL
iv)
Concentration of credit risk arising from the swaps
(8)
(14)
v)
The fair value of the swap book
4992
4986
Note: (a) OIS: The bank has outstanding OIS (Overnight Index Swap) position of ` 5000 lakhs as at the end of March 2015 and has
MTM loss of ` 8 lakhs. These positions are trading swaps. List of Outstanding transactions are detailed as below.
Sl. Pay/
No. Receive
1
2
Start date
Maturity date
Coupon
Notional
(` in lakhs)
Frequency
Counter party
Pay
12-May-11
12-May-16
8.38%
2500
Axis Bank
Receive
24-May-11
24-May-16
8.13%
2500
Axis Bank
Total
MTM
(` in lakhs)
(30)
22
(8)
(b) FRA: There is no FRA contract outstanding as on 31 March, 2015

Exchange Traded Interest Rate Derivatives
Sl.
No.
(i)
` in Lakhs
Particulars
Notional principal amount of exchange traded interest rate derivatives undertaken during the year
(instrument-wise)
Nil
(ii)
Notional principal amount of exchange traded interest rate derivatives outstanding as on 31st March, 2015
(instrument-wise)
Nil
(iii)
National principal amount of exchange traded interest rate derivatives outstanding and not "highly effective"
(instrument- wise)
Nil
(iv)
Mark-to-market value of exchange traded interest rate derivatives outstanding and not "highly effective"
(instrument- wise)
Nil
71
Disclosures on risk exposure in derivatives

Qualitative Disclosure
Bank discusses its risk management policies pertaining to derivatives with particular reference to the extent to which derivatives are
used, the associated risks and business purposes served. The discussion includes:
a)
the structure and organization for management of risk in derivatives trading ;
b)
the scope and nature of risk measurement, risk reporting and risk monitoring systems;
c)
policies for hedging and/or mitigating risk and strategies and processes for monitoring the continuing effectiveness of hedges /
mitigants; and
d)
accounting policy for recording hedge and non-hedge transactions; recognition of income, premiums and discounts; valuation
of outstanding contracts; provisioning, collateral and credit risk mitigation.
Quantitative Disclosures
Sl.
No.
` in Lakhs
Currency
Derivatives
Interest rate
derivatives
Derivatives (Notional Principal Amount)
5000
a) For hedging
b) For trading
5000
Marked to Market Positions [1]
4992
a) Asset (+)
b) Liability (-)
(iii)
Credit Exposure [2]
(8)
(iv)
Likely impact of one percentage change in interest rate (100*PV01)
a) on hedging derivatives
(i)
(ii)
Particulars
b) on trading derivatives
(v)
0.7
Maximum and Minimum of 100*PV01 observed during the year
a) on hedging
0.8
b) on trading
0.6
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72
8.
ASSET QUALITY
i.
Non-Performing Assets
` in Lakhs
Items
March 31, 2015
March 31, 2014
3.29
3.80
(a) Opening balance
48582
38027
(b) Additions during the year
33717
48808
(c) Reductions during the year
26470
38253
(d) Closing balance
55829
48582
(a) Opening balance
30188
26102
(b) Additions during the year
17477
39574
(c) Reductions during the year
21979
35353
(d) Add: ECGC Collection
13
(e) Add: CGTMSE
(31)
794
185
67
70
297
1865
1867
25263
30188
(i) Net NPAs to Net Advances (%)

(ii) Movement of NPAs (Gross)
(iii) Movement of Net NPAs
(f) Less: Diminution in fair value of restr. NPA accounts

(g) Add: Floating Provision
(h) Add: Counter Cyclical Buffer provision
(i) Less: Provision buffer-Sale to ARC
(j) Closing balance
(iv) Movement of provisions for NPAs
(excluding provisions on standard assets)
(a)
Opening balance
18168
11901
(b)
Provisions made during the year
31267
17168
(c)
Write-off/ write-back of excess provisions
19872
10901
(d)
Closing balance
29563
18168
73
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74
Upgradations to
restructured
standard category during
the FY
Restructured
standard advances which
cease to
attract higher
provisioning and/ or
additional risk
weight at the
end of the FY
and hence
Fresh Restruc- No. of

turing during Borrowers
the year
Amount
Outstanding
Amount
Outstanding
Provision
thereon
0
Amount
Outstanding
No. of Borrowers
No. of Borrowers
Provision
thereon
505
1270
2561
Amount
10378
Outstanding
Provision
thereon
No. of Borrowers
Restructured
Accounts
as on April
1 of the
FY(opening
figs)
Details
3747
6201
Total
Standard
3747
6201
1775
31
37
SubStandard
Doubt- Loss
ful
39
1667
Total
Under SME Debt Restructuring

Mechanism
0 12939 1629
Sub- Doubt- Loss

Stanful
dard
Asset Classification
Standard
Under CDR Mechanism
Type of Restructuring
Details of Loan Assets subjected to Restructuring as on March 31, 2015
Sl.
No.
ii.
214
4860
20
541
Standard
1
12
37
SubStandard
11
14
354
1412
10
Total
4 6593
6812
13 7292 12173
311
819
Doubt- Loss
ful
Others
214
4860
1321
12548
17
Standard
3
525
2635
SubStandard
22
11
10
2168
14 16017
Total
3750 6593 10559
6215 7292 18374
311
819
Doubt- Loss
ful
Total
(` in Lakhs)
75
Sl.
No.
Restructured
accounts as
on March
31 of the
FY (closing
figures8*)
0
Provision
thereon
Amount
Outstanding
No. of Borrowers
6786
543 11331
1485 19241
No. of Borrowers
200
Provision
thereon
460 10170
Amount
Outstanding
No. of Borrowers
Write-offs of
restructured
Amount
accounts
Outstanding
during the FY/
Sold to ARC
Provision
thereon
Downgradations of
restructured
accounts during the FY
Total
6986
Standard
0 11874
37
SubStandard
82
220
Doubt- Loss
ful
119
1278
Total
Under SME Debt Restructuring

Mechanism
0 20727 1058
0 10631
need not
Provision
be shown as thereon
restructured
standard advances at the
beginning of
the next FY
0
Sub- Doubt- Loss

Stanful
dard
Standard
Asset Classification
Details
Under CDR Mechanism
Type of Restructuring
189
3993
Standard
SubStandard
6592
7291
6663
7469
Total
4 6640
6834
13 7343 11357
0 6592
0 7291
71 6592
178 7291
Doubt- Loss
ful
Others
227
5051
Standard
545
1493
200
460
SubStandard
Total
11416
19475
22
6592
7291
48 12235
53 26071
0 6592
0 7291
6857 6592 13649
10349 7291 18100
Doubt- Loss
ful
Total
(` in Lakhs)
iii. Details of financial assets sold to Securitisation / Reconstruction Company:

` in Lakhs
Sr.
No.
Item
(i)
No. of accounts
March 31, 2015
March 31, 2014
14
(ii)
Aggregate value (net of provisions) of accounts sold to SC/RC
7728
(iii)
Aggregate consideration
10000
(iv)
Additional consideration realized in respect of accounts transferred in earlier years
(v)
Aggregate gain/loss over net book value.
2272
iv. Details of non-performing financial assets purchased/sold:

A.
Details of non-performing financial assets purchased:

` in Lakhs
March 31, 2015
March 31, 2014
No. of accounts purchased during the year
Particulars
Aggregate outstanding
Of these, number of accounts restructured during the year
(b)
Aggregate outstanding
B.
Details of non-performing financial assets sold:
1. (a)
(b)
2. (a)
` in Lakhs
Particulars
March 31, 2015
March 31, 2014
1. No. of accounts sold
14
2. Aggregate outstanding
7728
3. Aggregate consideration received
10000
v. Provisions on Standard Assets

` in Lakhs
Particulars
Provisions towards standard Assets
March 31, 2015
March 31, 2014
2735
2825
vi. Unsecured advances against intangible assets:

As at March 31, 2015, the amount of unsecured advances against intangible assets was Nil and the estimated value of the intangible collaterals was Nil.
9.
BUSINESS RATIO
Sr.
No.
Particulars
March 31, 2015
March 31, 2014
(i)
Interest Income as a percentage to Working Funds (%)
9.39
9.42
(ii)
Non-interest income as a percentage to Working Funds (%)
0.62
0.54
(iii)
Operating Profit as a percentage to Working Funds (%)
(iv)
Return on Assets (%)
0.19
0.04
(1.77)
(1.84)
(v)
Business (Deposits plus advances) per employee ` in Lakhs
899.67
774.32
(vi)
Profit/(Loss) per employee - ` in Lakhs
(10.60)
(10.37)
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76
Provision Coverage Ratio (PCR)

Particulars
Provision Coverage Ratio
March 31, 2015
March 31, 2014
67.82%
44.01%
10. ASSET LIABILITY MANAGEMENT

Maturity Pattern of certain items of assets and liabilities as at March 31, 2015 are as follows:
` in Lakhs
2 to 7
Days
Day 1
Particulars
8 to 14
Days
15 to 28
Days
Over 3
Over 6
Over 1
29 days
Months
months
year and
upto
and upto 6 and upto 1
upto
3 months
months
year
3 years
Over 3
year
and upto
5 years
Over 5
years
Total
Deposits
23478
52487
48315
38503
139052
154676
347787
354212
71364
8293 1238168
Advances
16551
31244
24211
6578
37602
38820
86974
304942
69771
150290
766981
Borrowings
9200
17500
30000
15000
2025
2025
3865
11770
2750
94135
Investments
4978
14596
83531
14429
22626
59279
24325
269699
493463
Foreign currency
Assets
9019
6104
70
557
8302
6128
3356
350
652
34538
Foreign currency
Liabilities
3053
9662
26
192
8793
3303
1124
1431
12013
47
39642
11. LENDING TO SENSITIVE SECTOR

i)
Exposure to Real Estate Sector

` in Lakhs
Category
March 31, 2015
March 31, 2014
a) Direct exposure
(i) Residential Mortgages
Lending fully secured by mortgages on residential property
that is or will be occupied by the borrower or that is rented; (A)
32933
26276
Of which individual housing loans up to ` 20 lakh (15 Lakh)
16261
7621
26128
15230
(ii) Commercial Real Estate

Lendings secured by mortgages on commercial real estates (office buildings,
retail space, multi-purpose commercial premises, multi-family residential buildings,
multi-tenanted commercial premises, industrial or warehouse space, hotels, land
acquisition, development and construction, etc.). Exposure would also include nonfund based (NFB) limits; (B)
(iii) Investments in Mortgage Backed Securities (MBS)
and other securitised exposures
a. Residential,
b. Commercial Real Estate.
(iv) Other Direct Exposure (C)
27852
46012
4907
91820
87518
b) Indirect Exposure
Fund based and non-fund based exposures on National Housing
Bank (NHB) and Housing Finance Companies (HFCs). (D)
Total Exposure to Real Estate Sector (A+B+C+D)
77
ii)
Exposure to Capital Market

` in Lakhs
Particulars
March 31, 2015
March 31, 2014
(i)
direct investment in equity shares, convertible bonds, convertible debentures and

units of equity-oriented mutual funds the corpus of which is not exclusively invested
in corporate debt;
2233
1329
(ii)
advances against shares/bonds/debentures or other securities or on clean basis

to individuals for investment in shares (including IPOs/ESOPs), convertible bonds,
convertible debentures, and units of equity-oriented mutual funds;
(iii)
advances for any other purposes where shares or convertible bonds or convertible
debentures or units of equity oriented mutual funds are taken as primary security;
(iv)
advances for any other purposes to the extent secured by the collateral security of
shares or convertible bonds or convertible debentures or units of equity oriented
mutual funds i.e. where the primary security other than shares/convertible bonds/
convertible debentures/units of equity oriented mutual funds ` does not fully cover
the advances;
(v)
secured and unsecured advances to stockbrokers and guarantees issued on behalf

of stockbrokers and market makers;
180
249
(vi)
loans sanctioned to corporates against the security of shares/ bonds/debentures or

other securities or on clean basis for meeting promoters contribution to the equity
of new companies in anticipation of raising resources;
(vii)
bridge loans to companies against expected equity flows/issues;
(viii)
underwriting commitments taken up by the banks in respect of primary issue of

shares or convertible bonds or convertible debentures or units of equity oriented
mutual funds;
(ix)
financing to stockbrokers for margin trading;
(x)
all exposures to Venture Capital Funds (both registered and unregistered) will be
deemed to be on par with equity and hence will be reckoned for compliance with
the capital market exposure ceilings (both direct and indirect)
2414
1578
Total Exposure to Capital Market

12. RISK CATEGORY WISE COUNTRY EXPOSURE
` in Lakhs
Exposure (net)
as at
March 31, 2015
Risk Category
Insignificant
Provision held
as at
March 31, 2015
Exposure (net)
as at
March 31, 2014
Provision
held as at
March 31, 2014
1549
844
34
15
Moderate
High
Very High
Restricted
Off-credit
1583
859
Low
Total
As the Banks exposure for the year in respect of risk Category-wise Country Exposure (Foreign Exchange Transactions) is less than 1% of
total assets of the Bank, no provision is considered necessary.
a.
DETAILS OF SINGLE BORROWER LIMIT, GROUP BORROWER LIMIT EXCEEDED BY THE BANK
The bank has not exceeded the single borrower as well as group borrower limit during the year.
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78
13. PROVISION FOR TAX

` in Lakhs
Particulars
March 31, 2015
March 31, 2014
Income Tax
Wealth Tax
Fringe Benefit Tax
Deferred Tax
14. DISCLOSURE FOR CUSTOMER COMPLAINTS/UNIMPLEMENTED AWARDS OF BANKING OMBUDSMAN

Customer complaints
Particulars
2014-15
(a)
No. of complaints pending at the beginning of the year
53
(b)
No. of complaints received during the year
4738
(c)
No. of complaints redressed during the year
4775
(d)
No. of complaints pending at the end of the year
16
Unimplemented awards of Banking Ombudsmen

Particulars
2014-15
(a)
No. of unimplemented awards at the beginning of the year
NIL
(b)
No. of Awards passed by the Banking Ombudsmen during the year
NIL
(c)
No. of Awards implemented during the year
NIL
(d)
No. of unimplemented Awards during the year
NIL
15. DISCLOSURE OF LETTER OF COMFORTS (LOCs) ISSUED BY THE BANK

During the year the Bank has not issued Letter of Comforts.
16. (I)
a)
CONCENTRATION OF DEPOSITS, ADVANCES, EXPOSURES AND NPAs

Concentration of Deposits
` in Lakhs
Particulars
March 31, 2015
March 31, 2014
Total Deposits of twenty largest depositors
320626
279575
Percentage of Deposits of twenty largest depositors to Total Deposits of the Bank
25.90%
23.04%
b)
Concentration of Advances
` in Lakhs
March 31, 2015
March 31, 2014
Total Advances to twenty largest borrowers
Particulars
124597
146473
Percentage of Advances to twenty largest borrowers to Total Advances of the bank
15.62%
17.85%
c)
Concentration of Exposures
` in Lakhs
Particulars
March 31, 2015
March 31, 2014
Total Exposure to twenty largest borrowers/customers
151461
121047
Percentage of Exposures to twenty largest borrowers /customers to Total Exposure of the

bank on borrowers /customers
16.53%
13.44%
79
d)
Concentration of NPAs
` in Lakhs
Particulars
March 31, 2015
March 31, 2014
27766
14558
Total Exposure to top four NPA accounts

(II)
Sector-wise advances
` in Lakhs
March 31, 2015
Sl.
No.
Sector
Priority Sector
Agriculture and
allied activities
Advances to
industries sector
eligible as priority
sector lending
3
4
Services
Personal loans
Sub-total (A)
Non Priority Sector
Agriculture and
allied activities
March 31, 2014
Outstanding
Total
Advances
Gross
NPAs
Percentage of
Gross NPAs to Total
Advances in that
sector
Outstanding
Total
Advances
Percentage of
Gross Gross NPAs to Total
NPAs
Advances in that
sector
161954
1490
0.92
155765
1253
0.80
65978
1496
2.27
43202
845
1.96
48703
1064
2.18
58402
4277
7.32
26301
4720
17.95
36024
1390
3.86
302935
8770
2.90
293393
7765
2.65
154545
22168
14.34
191987
20326
10.59
Industry
Services
11367
8007
70.44
17101
3347
19.57
Personal loans
328710
16884
5.14
349866
17144
4.90
Sub-total (B)
494622
47059
9.51
558955
40817
7.30
Total (A+B)
797557
55829
7.00
852348
48582
5.70
(III) Movement of NPAs

` in Lakhs
Particulars
Opening balance
2014-15
2013-14
48582
38027
Additions (Fresh NPAs) during the year
33717
48808
Sub-total (A)
82289
86835
(i) Up gradations
2094
14585
(ii) Recoveries (excluding recoveries made from upgraded accounts)
6357
16635
639
1884
(iv) Technical write off
17380
5149
Sub-total (B)
26470
38253
Closing balance (A-B)
55829
48582
Less:-
(iii) Write-offs
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80
Stock of technical write-offs and the recoveries made thereon:

` in Lakhs
Particulars
2014-15
2013-14
5359
234
Add : Technical / Prudential write-offs during the year
17380
5149
Sub-total (A)
22739
5383
20
24
22719
5359
Opening balance of Technical / Prudential written-off accounts as at April 1
Less : Recoveries made from previously technical / prudential written-off accounts during
the year (B)
Closing balance as at March 31 (A-B)
(IV) OVERSEAS ASSETS, NPA AND REVENUE
` in Lakhs
Particulars
March 31, 2015
March 31, 2014
Total Assets
Total NPAs
Total Revenue
(V)
OFF-BALANCE SHEET SPVS SPONSORED (WHICH ARE REQUIRED TO BE CONSOLIDATED AS PER ACCOUNTING NORMS)
` in Lakhs
Name of the SPV sponsored
17.
Domestic
Overseas
NIL
NIL
ESOP SCHEME
The details of the Employees Stock Option Plan-2009 currently in vogue in the Bank as at March 31, 2015 are as under:
Sl.
No.
1.
Particulars
Details of Approval
Employee Stock option Plan-2009

Remuneration Committee resolution, dated August 6, 2009.
2.
Implemented through
Directly by the bank
3.
Total number of shares
4,042,470
4.
Price per option
5.
Granted
39,99,225
6.
Vested
39,99,225
7.
Exercised
8.
Cancelled options
9.
` 118.35
20,719
33,71,424
Vested and unexercised
6,07,082
10.
Total number of options in force
6,07,082
11.
Money realized
` 24,52,094
Exercise period will commence from the date of vesting of option and will end on 10 years from the date of grant of options or 10 years
from the date of vesting of Option, whichever is later.
Note:
a) The compensation Committee has granted a total of 39,99,225 options convertible into 39,99,225 Equity shares which represent
6.24% of the then paid up share capital of the Bank. The fair market value one day before the date of grant is `118.35 which is
also the exercise price of the option.
b) The Bank accounts for Employee Share Based Payments using the fair value method.
81
c) The movement of stock options during the year ended March 31, 2015 is summarized below:
Particulars
Outstanding at the beginning of the year
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
Number of options
7,25,615
Nil
1,18,533
Nil
Nil
6,07,082
6,07,082
On 14/08/2014, Bank had granted 24,77,400 shares to employees under ESOS 2013 at ` 40.73 per share with vesting period of 3 years.
The vesting Period is three years from the Grant Date and there will be no lock in period for shares allotted under ESOS 2013. Exercise
period for the options granted will be 3 years from the date of vesting of options within which the grantee should exercise his/ her right
to apply for shares against the options vested in him/ her.
18.
EMPLOYEE BENEFITS (AS 15)
The summarized position of various defined benefits recognized in the profit and loss account and balance sheet along with the
funded status are as under:
` in Lakhs
A. Expenses recognized in Profit and Loss Account

Particulars
Pension
Gratuity
Leave
721.48
313.31
258.84
1135.98
369.51
202.72
Expected return on plan assets
(759.23)
(259.46)
Net actuarial gain/(loss) recognized in the year
2198.29
(187.38)
233.55
Current Service Cost

Interest cost on benefit obligation
Past Service Cost PSL- amortization

Expenses recognized in the Profit and Loss account
3296.53
235.98
695.10
B. The amount recognized in the Balance Sheet

` in Lakhs
Pension
Gratuity
Leave
Present Value of obligation at the end of the year (i)
Particulars
12010.06
4037.00
2404.56
Fair value of plan assets at the end of the year (ii)
10256.24
3801.02
0.00
Difference (ii)-(i)
(1753.82)
(235.98)
(2404.56)
Unrecognized past service liability

Net asset/(liability) recognized in the Balance Sheet
0.00
0.00
0.00
(1753.82)
(235.98)
(2404.56)
C. Changes in the present value of the defined benefit obligations:

` in Lakhs
Particulars
Present value of obligation at the beginning of the year
Interest cost
Current Service Cost
Pension
Gratuity
Leave
11449.63
3659.89
2289.66
1135.98
369.51
202.72
721.48
313.31
258.84
Benefits paid
(388.77)
(756.07)
(580.21)
Net actuarial gain/(loss) on obligation
2198.29
187.38
233.55
333.04
262.98
Settlements
(3439.60)
Present value of the defined benefit obligation at the end of the year.
12010.06
4037.00
2404.56
Asset gain/(loss)
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82
` in Lakhs
D. Change in the fair value of plan assets:

Particulars
Fair value of plan assets at the beginning of the year
Expected return on plan assets
Pension
Gratuity
Leave
10307.27
3140.86
759.23
259.46
2685.07
519.03
580.21
Benefit paid
(388.77)
(756.07)
(580.21)
Settlements
(3439.60)
2198.29
637.74
10256.24
3801.02
333.04
187.38
(233.55)
Contributions by employer
Actuarial gain/(loss)
Fair value of plan assets at the end of the year
Total Actuarial Gain/(Loss) to be recognized immediately
E.
Details of the Plan Asset

The details of the plan assets (at cost) are as follows:
` in Lakhs
Pension
Gratuity
Leave
Central Government securities
Particulars
2019.77
State Government securities
3095.16
500.87
Investment in Public Sector Undertakings
580
Investment in Private Sector Undertakings
1980.06
450.97
Others
2022.78
2699.18
9697.78
3651.03
Pension
Project Unit
Credit Method
Gratuity
Project Unit
Credit Method
Leave
Project Unit
Credit Method
Discount rate
8.00%
8.00%
8.00%
Expected rate of return on assets
8.50%
8.50%
Future salary increase
2.50%
5.00%
5.00%
Total
F.
Actuarial Assumptions
Principal assumptions used for actuarial valuation are:
Method used
Note:
Consequent on the reopening of the pension option and enhancement of the gratuity limit following the amendments to payment of
gratuity act 1972, RBI has allowed amortisation of the additional expenses over a period of five years beginning with the financial year
ending March 31, 2011 subject to a minimum of 1/5th of the total amount involved every year. Out of the total liability of ` 2,554 lakhs
arising on account of above mentioned amendments, ` 510 lakhs has been charged to the Profit and Loss account in the current year
and the balance amount outstanding is Nil
19.
SEGMENT REPORTING (AS 17)

The Bank has recognized Business segments as primary reporting segment and Geographical segments as secondary segment
in line with RBI guidelines on compliance with Accounting Standard 17.
I.
Primary Segments: Business segments.

(a) Treasury Operations
(b) Corporate / Wholesale Banking
(c) Retail banking
(d) Other banking business operations
II. Secondary Segments: Geographical segments.

Since the Bank is having domestic operations only, no reporting does arise under this segment.
SEGMENT RESULTS March 31, 2015
(This section has been intentionally left blank)
83
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84
Total provisions
Tax Expenses
Extra ordinary items
Profit After Tax
Unallocated Liabilities
Total Liabilities
558044
Total Assets
Segment Liabilities
Unallocated Assets
Segment Assets
570584
Operating Profit
Other Information
1725
Results
Unallocated Expenses
40456
March
31, 2015
556281
566715
490
37035
March
31, 2014
Treasury
Revenue
Business Segments
453453
482835
(310)
54041
March
31, 2015
467489
497116
89
55459
March
31, 2014
Retail Banking
351308
373729
(363)
41751
March
31, 2015
371357
394892
48
44031
March
31, 2014
Corporate /
Wholesale Banking
March
31, 2015
March
31, 2014
Other Banking
Operations
606
606
March
31, 2015
(20)
12
March
31, 2014
Unallocated
1435191
72386
1362805
1435191
8043
1427148
(24147)
25803
1658
1658
136854
March
31, 2015
1468759
73632
1395127
1468759
10035
1458724
(25191)
25789
607
607
136538
March
31, 2014
Total
` in Lakhs
20.
RELATED PARTY DISCLOSURES (AS 18)
a) Key Management personnel

b) Nature of transaction:
Remuneration (including perquisites)
2014-15
2013-14
Sri P. G. Jayakumar
MD & CEO
Sri P. G. Jayakumar
MD & CEO
` 34,79,361/-
` 24,32,400/-
21.
Penalties levied by the Reserve Bank of India

The Penalty imposed by RBI during the year ended March 31, 2015 was ` 10,500/- (Previous Year ` 2,00,16,800/- )
22.
EARNINGS PER SHARE (AS 20)

Particulars
March 31, 2015
March 31, 2014
(24147)
(25191)
Weight average number of equity shares for Basic EPS
Weight average number of equity shares for Diluted EPS
Earnings per share (Basic)
Earnings per share (Diluted)
Net Profit/ (Loss) after tax (` in lakhs)
23.
ACCOUNTING FOR TAXES ON INCOME (AS 22)

The major components of Deferred Tax are as follows:
` in Lakhs
Particulars
Deferred tax assets
Deferred tax liabilities
March 31, 2015
March 31, 2014
March 31, 2015
March 31, 2014
82
82
Leave Encashment
47
47
Provision for Standard Assets
17
17
321
321
3611
3611
204
Depreciation on Fixed Assets
Amortization of HTM Securities

Carry forward loss
Special Reserve u/s 36 (1) (viii)
204
Others
Total
3996
3996
290
290
Net balance
3706
3706
24.
BANCASSURANCE BUSINESS
` in Lakhs
Sr. No.
Nature of Income
For selling life insurance policies
For selling non life insurance policies
For selling mutual fund products

Total
25.
2014-15
142
142
OTHER ASSETS (SCHEDULE NO.: 11), BALANCE WITH BANKS AND MONEY AT CALL AND SHORT NOTICE (SCHEDULE NO.: 7) & FIXED
ASSETS (SCHEDULE NO.: 10)
Reconciliation of rent advance/ security deposit for premises occupied by branches/ offices, etc. (as per Schedule No. 11), and
physical verification of fixed assets (Schedule No. 10) is in progress. In the opinion of the management no material impact of
reconciliation of accounts is anticipated.
26.
The Bank had entered into an agreement with M/s Bajaj Allianz Life insurance Company Ltd. ( BALIC) for sale of products of BALIC
on specified terms and conditions. BALIC issued a demand notice to the Bank claiming a penalty amount of 1511 lakhs (for
85
2011-12) and ` 2123 lakhs ( for 2012-13) totaling ` 3634 lakhs for non-achievement of targets along with interest at 12% per
annum for delay in paying the amount beyond fifteen days. Further, BALIC informed the bank that targets for the Financial year
2013-2014 had not been met by the bank and a further penalty of ` 2664 lakhs had to be paid to BALIC by the bank in addition
to the earlier penalty of 3634 lakhs Considering the initiatives taken by both the parties to renegotiate the terms and conditions of
the agreement and as legally advised, the demand of penalty of ` 6298 lakhs is shown as contingent liability (Schedule No. 12)
27.
Pending settlement of wage revision w.e.f. 1st November, 2012, an adhoc provision of `3164 lakhs is held as on 31.03.2015
which includes `1962 lakhs provided during the current year.
28.
In terms of RBI circular DBR No. BP. BC 79/ 21.04.048/ 2014-15 dated March 30, 2015 Banks were permitted to utilise up to
50% countercyclical provision buffer/ floating provision held by them as on 31.12.2014 for making specific provisions for nonperforming assets, as per the policy approved by their Board of Directors. Accordingly, the Bank has utilised an amount of ` 364
lakhs for making specific provisions for non-performing assets.
29.
a)
In terms of RBI guidelines contained in Circular DBR No.BP.BC.83/21.01.048/2014-15 dated 01-04-2015, banks are required
to provide, in case of fraud, the entire amount due to the Bank over a period not exceeding four quarters commencing
from the quarter in which the fraud has been detected. As a prudent measure, the Bank has provided the entire amount
during the year, thereby; the loss reported by the Bank is overstated by ` 4944 Lakhs.
b)
Though a special dispensation is given by RBI vide its Letter No. DBR No. BP 17661/21.04.048/ 2014-15 dated 20-05-2015
for providing the amount due to the Bank over a period of three quarters commencing from March, 2015 in respect of a
borrowal account, the Bank, as a prudent measure, has provided for the entire amount during the year, thereby the loss
reported by the Bank is overstated by ` 4524 Lakhs.
30.
In respect of 259 employees who had opted for VRS in 2000 & 2004 and 424 retired employees, the Bank has not provided to
the Pension Trust, funds required amounting to around ` 7938 lakhs for purchase of annuities for payment of pension/ increase
in Dearness Allowance respectively. However, pension/ increase in dearness allowance is paid by the Bank by debiting Profit and
Loss account.
31.
Effective April 1, 2014 the Bank has changed the estimated useful life of certain fixed assets in line with the recommended useful
life as per Part C of Schedule II to the Companies Act, 2013. On account of this change, the bank has reversed an amount of
` 901 lakhs during the year ended March 31, 2015, representing the excess depreciation charge and disclosed the same as
an exceptional item. Except for this, there has been no change in the accounting policies followed during the quarter/ period
ended 31st March, 2015 as compared to those followed in the preceding financial year ended 31st March, 2014. As a result of
this change, the loss for the current financial year is decreased by ` 901 lakhs.
32.
Disclosures on Remuneration
a. Information relating to the composition and mandate of the remuneration committee.
Composition
The remuneration committee of the Board consists of four members of which one member from the Risk Management
Committee of the Board facilitates effective governance of compensation.
The rules and responsibilities of the remuneration committee are as follows;

To oversee the framing, review and implementation of Banks overall compensation and related policies on remuneration packages payable to all employees and the Whole Time Directors (WTDs)/ MD&CEO including perquisites, stock
option scheme etc. with a view to attract, motivate and retain employees and review compensation level vis--vis
other banks and the industry in general.
The remuneration committee works in close coordination with the Risk Management Committee of the Bank in order to
achieve effective alignment between remuneration and risks. The Committee also ensures that the cost income ratio
of the Bank supports the remuneration package consistent with the maintenance of sound capital adequacy ratio.
The committee also functions as the compensation committee as prescribed under the SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines,1999 and is empowered to formulate detailed terms and
conditions of the scheme, administer, supervise the same and to allot shares in compliance with the guidelines and
other applicable laws.
To conduct the annual review of the compensation policy.
To fulfill such other powers and duties as may be delegated to it by the Board.
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86
b.
Information relating to the design and structure of remuneration processes and the key features and objectives of
remuneration policy.
The Bank has formed the compensation policy based on the Reserve Bank of India guidelines vide its Circular No. DBOD
No.BC.72/29.67.001/2011-12 dated 13-01-2012.
The fixed remuneration and other allowances including retirement benefits of all subordinates, clerical and officers up to
the rank of General Manager (Scale- VII) is governed by the industry level wage settlement under Indian Banks Association
pattern. In respect of officers above the cadre of General Manager, the fixed remuneration is fixed by Board/Committee.
Further, the compensation structure for the Whole-Time Directors/Managing Director and Chief Executive Officer of the Bank
is subject to approval of Reserve Bank of India in terms of Section 35B of the Banking Regulation Act, 1949.
c.
Human Resource Management department under the guidance of MD & CEO shall administer the compensation and the
benefit structure in line with the best suited practices and statutory requirements as applicable.
d.
The Bank has not identified any employee as risk taker for the purpose of variable pay under the compensation policy.
e.
Employee Stock Option Scheme as may be framed by the Board from time to time in conformity with relevant statutory
provisions and SEBI guidelines as applicable will be excluded from the components of variable pay.
f.
Variable pay means the compensation as fixed by the Board on the recommendation of the committee which is base on
the performance appraisal of the employee in that role, i.e. how well they accomplish their goals.
(` in Lakhs)
Quantitative Disclosures
Number of meetings held by the Remuneration Committee during the financial year
Remuneration paid to its members.
(i) Number of employees having received a variable remuneration award during the
financial year.
(ii) Number and total amount of sign-on awards made during the financial year.
(iii) Details of guaranteed bonus, if any, paid as joining/sign on bonus.
(iv) Details of severance pay, in addition to accrued benefits, if any
(i) Total amount of outstanding deferred remuneration, split into cash, shares and share
linked instruments and other forms.
(ii) Total amount of deferred remuneration paid out in the financial year.
Breakdown of amount awards for the financial year to show fixed and variable deferred and
non-deferred
Fixed
Variable
Deferred
Non Deferred
(i) Total amount of outstanding deferred remuneration and retained remuneration exposed
to ex-post explicit and/or implicit adjustments
(ii) Total amount of reductions during the financial year due to ex-post explicit adjustments.
(iii) Total amount of reductions during the financial year due to ex-post implicit adjustments.
(a)
(b)
(c)
(d)
(e)
33.
2014-15
1
0.40
-
2013-14
-
Disclosures relating to Securitisation
Sl. No.
Particulars
1.
No of SPVs sponsored by the bank for securitisation transactions*
2.
Total amount of securitised assets as per books of the SPVs sponsored by the bank
3.
Total amount of exposures retained by the bank to comply with MRR as on the date of balance sheet
(a)
No. / ` in lakh
Off-balance sheet exposures

First loss
NIL
Others
(b)
On-balance sheet exposures

First loss
Others
87
4.
Amount of exposures to securitisation transactions other than MRR

(a)
Off-balance sheet exposures
i) Exposure to own securitizations
First loss
Loss
ii)
(b)
Exposure to third party securitisations

First loss
Others
On-balance sheet exposures
i) Exposure to own securitisations
First loss
Others
ii) Exposure to third party securitisations
First loss
Others
34.
Credit Default Swaps

The Bank has not taken any Credit Default Swaps during the year and the balance outstanding as on 31.03.2015 is NIL
35.
Intra-Group Exposures
Bank does not have any group entities.
36.
Transfers to Depositor Education and Awareness Fund
(` in Lakhs)
Particulars
March 31, 2015
March 31, 2014
Opening balance of amounts transferred to DEAF
NIL
Add : Amounts transferred to DEAF during the year
431
NIL
NIL
Less : Amounts reimbursed by DEAF towards claims
NIL
NIL
Closing balance of amounts transferred to DEAF
431
NIL
37.
Unhedged Foreign Currency Exposures

Based on the available data, available financial statements and declarations from the borrowers wherever received, the Bank
has estimated the liability of ` 108 lakhs as at 31.03.2015 (Previous Year Nil) on Unhedged Foreign Currency Exposure to their
constituents in terms of RBI circular DBOD.No.DP.BC.85/21.06.200/2013-14 dated 15.01.2014. The entire estimated amount is fully
provided for.
38.
Liquidity Coverage Ratio
(` in Lakhs)
As on 31.03.2015
Particulars
Total Unweighted
Value (average)
Total Weighted
Value (average)
High Quality Liquid Assets

1.
Total High Quality Liquid Assets (HQLA)
166363
Cash Outflows
2.
(i)
(ii)
Retail deposits and deposits from small business

customers, of which:
Stable deposits
Less stable deposits
3.
Unsecured wholesale funding, of which:
(i)
Operational deposits (all counterparties)
(ii)
(iii)
Non-operational deposits (all counterparties)
704039
55296
302154
401885
15107
40189
55091
50336
55091
50336
Unsecured debt
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88
4.
Secured wholesale funding
5.
Additional requirements, of which
(i)
Outflows related to derivative exposures and other

collateral requirements
(ii)
Outflows related to loss of funding on debt products
(iii)
Credit and liquidity facilities
6.
Other contractual funding Obligations
51405
4500
7.
Other contingent funding obligations
33183
1659
8.
Total Cash Outflows
111792
Cash Inflows
9.
Secured lending (e.g. reverse repos)
10.
Inflows from fully Performing exposures
11.
Other cash inflows
17999
12.
Total Cash Inflows
17999
17999
17999
Total Adjusted Value
21.
TOTAL HQLA
22.
Total Net Cash Outflows
23.
Liquidity Coverage Ratio (%)
166363
93793
177.37%
Qualitative Disclosure
The LCR standard aims to ensure that a bank maintains an adequate level of unencumbered HQLAs that can be converted into cash
to meet its liquidity needs for a 30 calendar day time horizon under a significantly severe liquidity stress scenario specified by supervisors. At a minimum, the stock of liquid assets should enable the bank to survive until day 30 of the stress scenario, by which time it is
assumed that appropriate corrective actions can be taken.
LCR =
Stock of high quality liquid assets (HQLAs)

Total net cash outflows over the next 30 calendar days
The LCR requirement of banks would be minimum 60% for the calendar year 2015 i.e. with effect from January 1, 2015, and rise in
equal steps to reach the minimum required level of 100% on January 1, 2019.
High Quality Liquid Assets (HQLAs)
Assets are considered to be high quality liquid assets if they can be easily and immediately converted into cash at little or no loss of
value. There are two categories of assets which can be included in the stock of HQLAs, viz. Level 1 and Level 2 assets.
Level 1 assets of banks would comprise of the following and these assets can be included in the stock of liquid assets without any limit
as also without applying any haircut:
i.
ii.
iii.
iv.
Cash including cash reserves in excess of required CRR.

Government securities in excess of the minimum SLR requirement.
Within the mandatory SLR requirement, Government securities to the extent allowed by RBI, under Marginal Standing Facility
(MSF).
Marketable securities issued or guaranteed by foreign sovereigns satisfying all the following conditions:
89
(a) assigned a 0% risk weight under the Basel II standardized approach for credit risk;
(b) Traded in large, deep and active repo or cash markets characterised by a low level of concentration; and proven record as a
reliable source of liquidity in the markets (repo or sale) even during stressed market conditions.
(c) not issued by a bank/financial institution/NBFC or any of its affiliated entities.
Level 2 assets are sub-divided into Level 2A and Level 2B assets on the basis of their price-volatility. Assets to be included in each category are those that the bank is holding on the first day of the stress period. Level 2 assets (comprising Level 2A assets and Level 2B
assets) can be included in the stock of liquid assets, subject to the requirement that they comprise not more than 40% of the overall
stock of HQLAs after haircuts (minimum 15% for Level 2A & minimum 50% for Level 2B) have been applied. Further, Level 2B assets
should comprise not more than 15% of the total stock of HQLA. They must also be included within the overall Level 2 assets.
Total net cash outflows
The total net cash outflows is defined as the total expected cash outflows minus total expected cash inflows for the subsequent 30
calendar days. Total expected cash outflows are calculated by multiplying the outstanding balances of various categories or types of
liabilities and off-balance sheet commitments by the rates at which they are expected to run off or be drawn down. Total expected
cash inflows are calculated by multiplying the outstanding balances of various categories of contractual receivables by the rates at
which they are expected to flow in up to an aggregate cap of 75% of total expected cash outflows.
39.
Previous year figures have been re-grouped/ re-classified wherever considered necessary to conform to current years classification.
Signatories to Schedule 1 to 18
Mr. Raghu Mohan N.
Mr. Krishnan K. S.
Mr. Manikandan P.
Mr. G. Sreeram
Mr. T. Y. Prabhu
Mr. P. Mohanan
Chairman
Director
Mr. K. Jayakumar
Director
Director
Director
Mr. Susobhan Sinha
Director
Director
As per our Report of even date

Place : Kochi
Date : May 28, 2015
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90
DISCLOSURES UNDER BASEL III NORMS AS ON MARCH 31, 2015

1.
Scope of Application and Capital Adequacy
Table DF 1 SCOPE OF APPLICATION

Dhanlaxmi Bank is a Commercial Bank, which was incorporated on November 14, 1927 in Thrissur, Kerala. The Bank does not have any
subsidiary/Associate companies under its Management.
TABLE DF 2- CAPITAL ADEQUACY
Qualitative disclosures:
Basel- III guidelines issued by RBI
Reserve Bank of India issued Guidelines based on the Basel III reforms on capital regulation in May 2012, to the extent applicable to
Banks operating in India. The Basel III capital regulation has been implemented from April 1, 2013 in India in phases and it will be fully
implemented as on March 31, 2019. The Basel III Capital Regulations have been consolidated in Master Circular Basel III Capital
Regulations.
Basel III Capital regulations continue to be based on three-mutually reinforcing pillars viz., minimum capital requirements, supervisory
review of capital adequacy and market discipline of the Basel II capital adequacy framework. The circular also prescribes the risk
weights for the balance sheet assets, non-funded items and other off-balance sheet exposures and the minimum capital funds to be
maintained as ratio to the aggregate of the risk weighted assets (RWA) and other exposures, as also, capital requirements in the trading
book, on an ongoing basis and operational risk. The Basel-III norms mainly seek to:
a)
b)
c)
d)
Raise the quality of capital to ensure that the Banks are capable to absorb losses on both as going concern and as gone concern
basis,
Increase the risk coverage of the capital framework
Introduce leverage ratio to serve as a backstop to the risk-based capital measure
Raise the standards for the supervisory review process and public disclosures etc.
The macro prudential aspects of Basel III are largely enshrined in the capital buffers, viz., capital conservation buffer and countercyclical buffer. Both the buffers are intended to protect the Banking sector from stressed situations and business cycles. The Capital Conservation Buffer requirements would start from March 31, 2016 and are to be fully implemented by March 31, 2019. The Reserve Bank
of India has released the final guidelines on implementation of Countercyclical Capital Buffer (CCCB) in India vide RBI/2014-15/452
DBR.No.BP.BC.71/21.06.201/2014-15 dated February 5, 2015. The CCCB shall increase gradually from 0 to 2.5 per cent of the RWA of
the bank but the rate of increase would be different based on the level/position of credit-to-GDP gap between 3 and 15 percentage
points.
a.
Summary
(i)
Tier I Capital : Tier I capital of the Bank includes
Equity Share Capital
Reserves & Surpluses comprising of
Statutory Reserves,
Capital Reserves,
Share Premium and
Balance in P & L account
(a) Common Equity Tier I

The Bank has authorized share capital of ` 200 Cr. comprising 20 Cr. equity share of ` 10/- each. As on 31st December, 2014, the
Bank has issued, subscribed and paid-up capital of ` 177,44,16,190 /-, constituting 17,74,41,619 Equity Shares of ` 10/- each.
The Banks shares are listed on the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE)
and Cochin Stock Exchange Limited (CSE)
91
(b) Additional Tier I Capital

As on March 31, 2015 the Bank does not have Additional Tier I Capital.
(ii) Tier 2 Capital includes Revaluation Reserve, Special Reserves, Standard Asset Provisions and Tier II Bonds.
Debt Capital Instruments:
The Bank has been raising capital funds by means of issuance of Upper Tier 2 and Subordinated bonds. The details of eligible Upper Tier
2 and Subordinated Debt (Unsecured Redeemable Non-convertible Subordinated Bonds in the nature of Promissory Notes/Debentures)
issued by the Bank and outstanding as on March 31, 2015, are given below. As these Bonds are not fully compliant with the eligibility
criteria set under Basel III Capital Regulations, these are phased out and considered in computation of Tier 2 Capital under the
transitional provisions.
Date of Allotment
Maturity Date
Amount of Issue` in Crores
Payable annually @ 10% for the first 10 years
28.07.2010
30.07.2025
27.50
Payable annually @ 11%
20.01.2012
20.07.2018
10.00
Series X- A
Payable half yearly @ 11.90%
29.05.2012
29.04.2018
54.50
Series X- B
29.05.2012
29.05.2019
14.20
Series XI-A
03.08.2012
03.05.2018
29.30
Series XI-B
03.08.2012
03.08.2019
3.70
Series XIII-B
10.12.2012
10.12.2019
5.00
Series
Coupon (%)
Upper Tier II Series I

Series IX
Of this ` 93.85 crore is eligible for Tier 2 Capital.

Quantitative Disclosures:
Risk exposure and assessment
Besides computing CRAR under the Pillar I requirement, the Bank also periodically undertakes stress testing in various risk areas to
assess the impact of stressed scenario or plausible events on asset quality, liquidity, profitability and capital adequacy. The Bank
conducts Internal Capital Adequacy Assessment Process (ICAAP) on annual basis to assess the sufficiency of its capital funds to cover
the risks specified under Pillar- II of Basel guidelines. The adequacy of Banks capital funds to meet the future business growth is also
assessed in the ICAAP document. Capital requirement for current business levels and framework for assessing capital requirement for
future business levels has been made. Capital need and capital optimization are monitored periodically by the Committee of Top
Executives. The Top Executives deliberate on various options available for capital augmentation in tune with business growth.
Composition of Capital as on 31.03.2015
Items
Paid-up share capital
` in million
1774.42
Reserves
10624.81
Common Equity Tier 1 Capital before deductions
12399.22
Less amounts deducted from Tier I capital, including unamortized pension fund expenditure.
-6736.47
(a) Common Equity Tier 1 Capital

(b) Additional Tier-I Capital
(c) Total Tier-I Capital (a+b)
5662.75
0.00
5662.75
Directly issued Tier II capital instruments subject to phase out
938.50
General Provisions /Revaluation Reserves
718.96
(d) Total Tier-2 Capital
1657.46
Total Eligible capital (c+d)
7320.21
www.dhanbank.com
92
The Bank is following Standardized Approach, Standardized Duration Approach and Basic Indicator Approach for measurement of
capital charge in respect of Credit Risk, Market Risk and Operational Risk respectively. The Capital requirements for Credit Risk; Capital
requirements for Market Risk; Capital requirements for Operational Risk and the Common Equity Tier 1, Tier 2 and Total Capital Ratios
are given below: ` in Crores
Items
(a)
31.03.2015
Capital requirements for credit risk

Portfolios subject to standardized approach
572.61
Securitization exposures
(b)
Capital requirements for market risk Standardized duration approach
58.00
Interest rate risk
40.61
Foreign exchange risk (including gold)

(c)
(d)
2.44
Equity position risk
14.95
Capital requirements for operational risk
56.54
Basic Indicator Approach
56.54
Common Equity Tier 1, Tier 2 and Total Capital Ratios

Common Equity Tier 1 CRAR (%)
7.42%
Tier 2 CRAR (%)
2.17%
Total CRAR % for the Bank
9.59%
Structure and Organization of the Risk Management function in the Bank

Board of Directors
(Supervisory Committee of Directors)
Risk Management Committee (of executives)
Credit Risk Management

Committee
(CRMC)
Asset liability Management

Committee
(ALCO)
Operational Risk Management

Committee
(ORMC)
Integrated Risk Management Department

(The organisation arm at corporate office)
Scope and Nature of Risk Reporting and/or Measurement Systems
The Bank has adopted an integrated approach for the management of risk. The Banks Integrated Risk Management Department
(IRMD) is the organizational arm for risk management functions. The Bank has developed a comprehensive risk rating system that serves
as a single point indicator of diverse risk factors of counterparty and for taking credit decisions in a consistent manner. Major initiatives
of IRMD are
Risk rating system is drawn up in a structured manner incorporating the parameters from the five main risk areas 1) Financial Risk,
2) Industry/Market Risk, 3) Business Risk, 4) Management Risk, and 5) Facility risk
Risk rating system is made applicable for loan accounts with total limits of ` 2 lakhs and above.
Different rating models are used for different types of exposures, for e.g. Traders, SME, NBFC, Corporate, small loans, retail loans
etc.
IRMD validates the ratings of all exposures of ` 25 lakhs and above.
93
An independent analysis is carried out of the various risks attached to the credit proposals including industry analysis.
Carries out rating migration analysis of the credit exposures of ` 1 crore & above on a quarterly basis. Rating Migration analysis
covering all exposures of ` 25 lacs and above is conducted on an annual basis.
Evaluates the asset quality by tracking the delinquencies and migration of borrower from one rating scale to another.
Credit facilities are sanctioned at various levels in accordance with the delegation approved by the Board. The Bank has in place the
following hierarchical functionaries with powers delegated for credit sanction and administration:
Branch Head with Branch Operational Manager jointly,
Regional Credit Committee
Corporate Credit Committee at Corporate Office level
Committee of Directors
Board of Directors
Policies for hedging and/or mitigating risk and strategies and processes for monitoring the continuing effectiveness of hedges/
mitigants
The Bank has put in place a Board approved policy on Credit Risk Mitigation Techniques and Collateral Management, covering the
credit risk mitigation techniques used by the Bank for both risk management and capital computation purposes. Apart from the Basel
defined collateral, the Bank ensures securities by way of inventories, Book Debts, plant & machineries, Land & Buildings and other
movable/immovable assets/properties. The Bank also accepts personal/corporate guarantee as an additional comfort for credit risk
mitigation. The securities are subjected to proper valuation as prescribed in the Credit Policy of the Bank.
Bank has laid down detailed guidelines on documentation to ensure legal certainty of Banks charge on collaterals. In order to ensure
that documents are properly executed, the function has been brought under the purview of Credit Officers. The Credit Officers at
branches ensure documentation, ground level follow up, collection of feedback, closer monitoring of accounts, quality of asset
portfolios, statistical analyses, reporting of irregularities, providing guidelines, compliance with policy prescriptions and adherence to
terms of sanction.
The Bank has an exclusive set up for Credit monitoring functions in order to have greater thrust on post sanction monitoring of loans
and strengthen administering the various tools available under the Banks policies on loan review mechanism. For effective loan review,
the Bank has the following in place: On site monitoring tools like Inspection of assets/ books/stock of the borrower, stock audit, operations in the account, payment of
statutory dues etc.
Recording of loan sanctioned by each sanctioning authority by the next higher authority.
Off site monitoring tools like Financial Follow-up Reports, verification of various statutory returns, Audit Reports etc.
TABLE DF 3 CREDIT RISK: GENERAL DISCLOSURES
(a) General:
Definitions of past due and impaired (for accounting purposes)
The Bank has adopted the definition of the past due and impaired (for accounting purposes) as defined by the Regulator for income
recognition and asset classification norms which is furnished below:1.
Non performing Assets
An asset, including a leased asset, becomes non performing when it ceases to generate income for the Bank. A non performing asset
(NPA) is a loan or an advance where;
a)
b)
c)
d)
interest and/or installment of principal remain overdue for a period of more than 90 days in respect of a term loan,
the account remains out of order as indicated at paragraph 2 below, in respect of an Overdraft/Cash Credit (OD/CC),
the bill remains overdue for a period of more than 90 days in the case of bills purchased and discounted,
the installment of principal or interest thereon remains overdue for two crop seasons for short duration crops,
www.dhanbank.com
94
e)
the installment of principal or interest thereon remains overdue for one crop season for long duration crops,
An account is classified as NPA only if the interest due and charged during any quarter is not serviced fully within 90 days from the end
of the quarter.
2.
3.
Out of Order status: An account is treated as out of order if the outstanding balance remains continuously in excess of the
sanctioned limit/drawing power. In cases where the outstanding balance in the principal operating account is less than the
sanctioned limit/drawing power, but there are no credits continuously for 90 days as on the date of Balance Sheet or credits are
not enough to cover the interest debited during the same period, these accounts are treated as out of order.
Overdue: Any amount due to the Bank under any credit facility is overdue if it is not paid on the due date fixed by the Bank.
Strategies and Processes for Credit Risk Management

Credit Risk Management Committee (CRMC) headed by MD & CEO is the top level functional committee for Credit Risk. The committee
considers and takes decisions necessary to manage and control credit risk within overall quantitative prudential limit set up by Board.
The committee is entrusted with the job of recommending to the Board for its approval, clear policies on standards for presentation
of credit proposal, fine-tuning required in various rating models based on feedbacks or change in market scenario, approval of any
other action necessary to comply with requirements set forth in Credit Risk Management Policy/ RBI guidelines or otherwise required
for managing credit risk. The Bank has implemented a software solution to get system support for calculation of Risk Weighted Assets
for CRAR computation.
The Banks strategies to manage the credit risks in its lending operations are as under:
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
The Bank has a Comprehensive Board Approved Credit Risk Management Policy which is reviewed and revised annually. In
addition to the above, various strategies with regard to Credit risk management are covered under Banks Credit Policy, Credit
Monitoring Policy and Recovery Policy which are periodically reviewed by the Board.
Defined segment exposures delineated into Retail, SME and Corporates.
Industry wise exposure caps on aggregate lending by Bank.
Individual borrower wise caps on lending as well as borrower group wise lending caps linked as a percentage to the Banks capital
funds in line with RBI guidelines.
Credit rating of borrowers and allowing credit exposures only to defined thresholds of risk levels.
A well defined approach to sourcing and preliminary due diligence while sourcing fresh credit accounts.
A clear and well defined delegation of authority within the Bank in regard to decision making linking exposure, rating and transaction
risks.
Regular review of all credit structures and caps, continuously strengthening credit processes, and monitoring oversight which are
regularly reviewed and duly approved by the Board of the Bank.
Credit Risk Management Cell is validating the rating assigned to all individual credit exposures of ` 25 Lakh and above.
Bank has an ever improving procedures and structures with respect to Credit Approval Process, Credit Rating, Prudential Limits,
Documentation, Credit Monitoring and Review Mechanism.
a) Credit Audit System by Inspection Department has been put in place for all ` 3 crore and above advances. All new sanctions/
enhancements, excluding renewals, made in the quarter will be subjected to credit audit during the first month of succeeding
quarter. All loans/advances of ` 1 crore to ` 3 crores shall be subjected to Credit audit by concerned Regional office, through
another Branch Head/Credit Officer/ARCO in the region.
b) Legal Audit is being conducted for all the advances ` 1 Crore and above, backed by mortgage of properties, once in a year.
c) The review of accounts is usually done once a year. But in case of deterioration of the quality of advance the frequency of
review is shortened to half yearly or quarterly as per the case.
d) The Credit Officers take care of the security creation and account management.
e) Credit Monitoring Department monitors the performance of loan assets of the Bank.
f) Bank also carries out industry study which would provide necessary information to Business line to increase/hold/decrease
exposure under various industries.
95
Quantitative disclosures:
(a) Total Gross credit exposures: (After accounting offsets in accordance with applicable accounting regime and without taking into
account the effects of credit risk mitigation techniques e.g. Collateral and netting)
` in Crore
Overall credit exposure
31.03.2015
8125.38
1240.18
541.87
331.05
458.69
426.78
2331.56
13455.50
Loans & advances

Cash, RBI and Banks
Others (Fixed Assets & other Assets)
LC, BG etc.
Forward Contracts / Interest rate SWAPS
Others
-
Fund Based
Non Fund Based

Investments (Banking Book only)
Total of Credit Risk exposure
TOTAL
31.03.2015
9907.42
1216.52
2331.56
13455.50
(b) Geographic distribution of exposures:

(` in Crore)
Exposures
Domestic operations
Overseas operations
31.03.2015
Fund Based
12238.98
Non Fund Based

1216.52
TOTAL
13455.50
Bank has no overseas operations
(c) Industry type distribution of exposures as on 31.03.2015:
(` in Millions)
Particulars
Iron & Steel
Other Metal & Metal Products
All Engineering
Cotton Textile
Other Textile
Sugar
Food Processing
Vegetable Oil (including Vanaspati)
Paper & Paper Products
Rubber & Rubber Products
Chemicals, Dyes, Paints
Of which Drugs & Pharmaceuticals
Cement
Gems & Jewellery
Construction
Automobiles including trucks
Computer Software
Infrastructure- Power
Infrastructure-Telecommunication
Infrastructure- Roads & Ports
Infrastructure - Others (excluding NBFC-infrastructure)
NBFC- Infrastructure
NBFC- Others
Trading
Other Industries
All Other Advances
GROSS ADVANCE
276.90
1265.30
916.20
948.60
1596.20
67.80
2013.70
198.10
102.30
309.40
1689.50
1447.60
199.80
4902.70
1764.00
1428.40
397.20
1950.60
325.20
594.70
3418.50
500.00
5083.70
2309.00
4511.00
42986.90
79755.70
www.dhanbank.com
96
(d) Residual maturity breakdown of assets as on 31.03.2015:

(` in Crore)
Maturity Pattern
Assets
Advances
Investments
Foreign Currency
Day 1
165.51
90.19
2 to 7 Days
312.44
49.78
61.04
8 to 14 days
242.11
0.70
15 to 28 days
29 days up to 3 months
Over 3 months and up to 6 months
65.78
145.96
5.57
376.02
835.31
83.02
388.2
144.29
61.28
869.74
226.26
33.56
Over 1 year and up to 3 years
3049.51
592.79
Over 3 years and up to 5 years
697.71
243.25
3.51
Over 6 months and up to 1 year
Over 5 years
Total
1502.9
2696.99
6.523
7669.92
4934.63
345.39
(e) Non-performing assets:

` in Million
No.
Items
31.03.2015
Gross NPAs
5582.93
1.1
Substandard
1186.33
1.2
Doubtful 1
1746.81
1.3
Doubtful 2
1769.07
1.4
Doubtful 3
111.64
1.5
Loss
769.08
Net NPAs
NPA Ratios
3.1
Gross NPAs to Gross Advances (%)
7.00
3.2
Net NPA s to Net Advances (%)
3.29
Movement of NPAs (gross)
4.1
Opening balance
5753.77
4.2
Additions
1778.00
4.3
Reductions
1948.84
4.4
Closing balance
5582.93
Movement of provisions for NPAs
5.1
Opening balance
2264.00
5.2
Provisions made during the quarter
2560.86
5.3
Write-off
1736.91
5.4
Write back of excess provisions
5.5
Closing balance
Amount of non-performing investments
297.90
Amount of provisions held for non performing investments
297.90
Movement of Provisions held for NPIs
8.1
Opening balance
119.50
8.2
Provisions made during the period
178.40
8.3
Write-off/ Write back of excess provisions
8.4
Closing balance
2526.32
131.65
2956.30
0.00
297.90
97
TABLE DF 4 DISCLOSURES FOR PORTFOLIOS SUBJECT TO THE STANDARDIzED APPROACH

(a) For Portfolios under the standardized approach
1
Names of credit rating

agencies used
Bank has approved all the external credit rating agencies accredited by RBI for the
purpose of credit risk rating of domestic borrowal accounts, i.e. CRISIL, CARE, India Ratings
& Research Pvt. Ltd., ICRA, Brick Work Ratings, SMERA and International Credit rating
agencies, i.e., Standard and Poor, Moodys and FITCH.
Changes if any, since prior period

disclosure in the identified rating
agencies and reasons for the
same.
No change
Types of exposure for which

each agency is used
The external rating assigned by an agency is considered only if it fully takes into account
the credit exposure of the Bank.
Bank is entitled to use the ratings of all the above identified Rating Agency rating for various
types of exposures as follows :
Description of the process

used to transfer public issue
rating on to comparable
assets in the Banking book.
(i)
For Exposure with a contractual maturity of less than or equal to one year (except
Cash Credit, Overdraft and other Revolving Credits), Short -Term Rating given by
ECAIs will be applicable.
(ii)
For Domestic Cash Credit , Overdrafts and other Revolving Credits (irrespective of
the period) and/or Term Loan exposures of over one year, Long Term Rating will be
applicable.
(iii)
For Overseas exposures, irrespective of the contractual maturity, Long Term Rating
given by IRAs will be applicable.
(iv)
Rating by the agencies is used for both fund based and non-fund based exposures.
(v)
Rating assigned to one particular entity within a corporate group cannot be used to
risk weight other entities within the same group.
Longterm Issue Specific (our own exposures or other issuance of debt by the same
borrower-constituent/counter-party) Ratings or Issuer (borrower-constituent/counter-party)
Ratings can be applied to other unrated exposures of the same borrower-constituent/
counterparty in the following cases :
(i)
If the Issue Specific Rating or Issuer Rating maps to Risk Weight equal to or higher
than the unrated exposures , any other unrated exposure on the same counter-party
will be assigned the same Risk Weight, if the exposure ranks paripassu or junior to the
rated exposure in all aspects.
(ii)
In cases where the borrower-constituent/counter-party has issued a debt (which is

not a borrowing from our Bank), the rating given to that debt may be applied to
Banks unrated exposures if the Banks exposure ranks pari-passu or senior to the
specific rated debt in all respects and the maturity of unrated Banks exposure is not
later than Maturity of rated debt.
Quantitative disclosures
Amount of Banks outstanding (rated & unrated) in major risk buckets- under standardized approach after factoring risk mitigants
(i.e., collaterals):
Particulars
31.03.2015
(` in Crores)
Below 100% risk weight
7481.56
100% risk weight
3409.81
More than 100% risk weight

Total Exposure
www.dhanbank.com
314.34
11205.70
98
TABLE DF 5 CREDIT RISK MITIGATION- STANDARDIzED APPROACH

Qualitative Disclosure:
(a) General
Policies and processes for collateral valuation and management:
The Bank has put in place a Board approved policy on Credit Risk Mitigation Techniques and Collateral Management, covering the
credit risk mitigation techniques used by the Bank for both risk management and capital computation purposes.
A description of the main types of collateral taken by the Bank
Collateral used by the Bank as risk mitigants for capital computation under Standardized Approach comprise eligible financial
collaterals namely: Cash and fixed deposits of the counterparty with the Bank.
Gold: value arrived at after notionally converting these to 99.99% purity.
Securities issued by Central and State Governments.
Kisan Vikas Patra and National Savings Certificates.
Life Insurance Policies restricted to their surrender value.
Debt securities rated by an approved Rating Agency.
Unrated debt securities issued by Banks, listed in Stock Exchange.
Units of Mutual Funds.
Bank has no practice of On balance sheet netting for credit risk mitigation.
The main types of guarantor counterparty and their creditworthiness
Bank accepts guarantees of Individuals or Corporates with adequate networth, as an additional comfort for mitigation of credit
risk which can be translated into a direct claim on the guarantor and are unconditional and irrevocable. Main types of guarantor
counterparty as per RBI guidelines are: Sovereigns (Central/State Governments)
Sovereign entities like ECGC, CGTMSE, CRGFTLIH
Bank and primary dealers with a lower risk weight than the counterparty
Other entities rated AA (-) and above. The Guarantees has to be issued by entities with a lower risk weight than the counterparty.
Information about risk concentrations of collaterals within the mitigation taken as on 31.03.2015:
Financial Risk Mitigants
Outstanding
Covered by Risk Mitigants
(In Crore)
Risk
Concentration %
Gold
999.64
76.04%
Cash & Bank Deposits
313.68
23.86%
KVP/IVP/NSC
0.90
0.07%
LIC Policy
0.34
0.03%
1314.57
100.00%
Total
Majority of the financial collaterals held by the Bank are by way of Gold, own deposits, Life Insurance Policies and other approved
securities. Bank does not envisage market liquidity risk in respect of financial collaterals.
Concentration on account of collateral is also relevant in the case of land & building. However, as land & building is not recognized
as eligible collateral under Basel II standardized approach, its value is not reduced from the amount of exposure in the process of
computation of capital charge. It is used only in the case of housing loan to individuals and non performing assets to determine the
appropriate risk weight. As such, there is no concentration risk on account of nature of collaterals.
99
For the disclosed Credit Risk portfolio under the Standardised Approach, the total
Exposure that is covered by:
(i)
Eligible Financial Collateral
` 1314.57 Crores
(ii)
Other eligible Collateral (after Hair Cuts)
` Nil
DF TABLE 6 - SECURITISATION STANDARDIzED APPROACH:

Qualitative Disclosures:
Bank has not securitized any of its standard assets till date.
DF TABLE 7 - MARKET RISK IN TRADING BOOK- STANDARDIzED MODIFIED DURATION APPROACH:
Qualitative Disclosures:
(a) General :
Strategies and processes
The overall objective of market risk management is to maximize shareholder value by improving the Banks competitive advantage
and reducing loss from all types of market risk loss events. For effective management of market risk, Bank has put in place a well
established framework with the Integrated Treasury Policy and Asset Liability Management Policy. The Asset Liability Management
Committee is responsible for establishing market risk management and Asset liability management in the Bank. ALCO is a decision
making unit responsible for balance sheet planning from risk-return perspective including the strategic management of interest rate
and liquidity risks. Bank is computing LCR (Liquidity Coverage Ratio) on a monthly basis. ALCO ensures adherence to the limits set by
RBI as well as the Board.
Scope and nature of risk reporting/ measurement systems
The Bank has put in place regulatory/ internal limits for various products and business activities relating to trading book. Various exposure
limits for market risk management such as overnight limit, VaR limit, Daylight limit, Aggregate Gap limit, Investment limits etc. are in
place. The reporting system ensures time lines, reasonable accuracy with automation, highlight portfolio risk concentrations and
include written analysis. The reporting formats and frequency are periodically reviewed to ensure that they suffice for risk monitoring,
measuring and mitigation requirements of the Bank. Bank also subjects Non-SLR investments to credit rating.
Policies for hedging/ mitigating risk and strategies and processes for monitoring the continuing effectiveness of hedges/ mitigants:
Board approved policies viz., Integrated Treasury Policy and Asset Liability Management Policy provides the framework for risk assessment,
identification, measurement and mitigation, risk limits & triggers, risk monitoring and reporting.
Liquidity risk of the Bank is assessed through Statement of Structural Liquidity Statement which is prepared on a daily basis. The Bank also
reviews various liquidity ratios on a fortnight basis in order to control the liquidity position. Interest Rate Risk is analyzed from earnings
perspective using Traditional Gap Analysis on a fortnightly basis and economic value perspective using Duration Gap Analysis on a
monthly basis. Stress tests are conducted at quarterly intervals to assess the impact of various contingencies on the Banks earnings
and the capital position.
The Bank uses Standardized Duration approach for computation of market risk capital charge on the investment portfolio held under
HFT and AFS, Gold and Forex Open positions. The market risk capital charge is calculated on a daily basis and reported to ALCO.
Particulars
Amount of capital requirement 31.03.2015

(` in crores)
Interest rate risk
41.12
Equity position risk
14.09
Foreign exchange risk
www.dhanbank.com
2.52
100
TABLE DF 08-OPERATIONAL RISK:

(a) General
Strategies and processes:
The Banks strategy is to ensure that the Operational risks which are inherent in Process, People and System and the residual risks are
well managed by the implementation of effective Risk management techniques. Keeping this in view, the Bank has been following risk
management measures which address the risks before and after implementation of a process, product and system. All new products,
processes and systems which are cleared by the Product & Process Approval Committee (PPAC) are risk vetted by the Operational
Risk Management (ORM) cell, before implementation. The ORM cell has completed Risk & Control Self Assessment (RCSA) at Thrust
Branches and other core functions highlighting the potential risks that can happen during the course of operations and to assess
whether the controls are adequate to manage/mitigate these risks. Risk Based Internal Audit is in place in all the Branches. The Bank
has a RCSA document approved by the Risk Management Committee of the Board (RMCB), in place.
The framework for Operational Risk Management is well-defined in the Operational Risk Management (ORM) Policy which is reviewed
and revised annually. The ORM Committee at the executive level, which meets at regular intervals oversees Bank-wide implementation
of Board approved policies and process in this regard. The Bank has put in place important policies like Information System Security,
Know Your Customer & Anti Money Laundering, Fraud Risk Management, Business Continuity and Disaster Recovery Management.
Scope and nature of risk reporting/ measurement systems:
The Bank has adopted Operational Loss Data Reporting Format from the Loss Data Methodology Document for collection of Loss Data,
which will enable the Bank to eventually ease the transition to Advanced Measurement Approach for Capital Calculation. The ORM cell
has a well-built internal Loss data collection system in place. The risk reporting consists of operational risk loss incidents/events occurred
in branches/offices relating to people, process, technology and external events.
Policies for hedging and/or mitigating risk and strategies and processes for monitoring the continuing effectiveness of hedges/
mitigants:
Internal control mechanism is in place to control and minimize the operational risks. If any controls are found to be ineffective
during the course of Risk & Control Self Assessment, corrective measures are adopted in due course. A monitoring system is also in
place for tracking the corrective actions plan periodically. Bank is using insurance for mitigating operational risk. The various Board
approved policies viz., Operational Risk Management Policy, Outsourcing Policy, Compliance Policy, Internal Inspection & Audit Policy,
Internet Banking Security Policy; Policy on KYC & AML; Information Systems Security Policy and Business continuity Plans addresses issues
pertaining to Operational Risk Management.
Operational Risk capital assessment:
The Bank has adopted Basic Indicator Approach for calculating capital charge for Operational Risk, as stipulated by the Reserve Bank
of India. The ORM Cell is focusing on the qualitative and quantitative requirements (RCSA, KRI identification, Business line mapping
etc.) prescribed by the regulator and these are being adopted by the Bank to move on to the Advanced Approaches in due course.
TABLE DF 09- INTEREST RATE RISK IN THE BANKING BOOK (IRRBB):
(a) Qualitative Disclosures:
Strategies and processes:
The Bank has put in place a comprehensive market risk management framework to address market risks. The Asset Liability Management
Policy prescribes the measurement of the interest rate risk under two perspectives Earnings perspective and Economic Value
Perspective.
Under Earnings perspective, Bank uses the Traditional gap analysis method to calculate the Earnings at Risk (EAR), which is the quantity
by which net income might change in the event of an adverse change in interest rate. EAR is calculated on a fortnightly basis.
Under Economic value perspective, Bank uses Duration Gap Analysis to assess the impact of interest rate risk. The Duration gap analysis
monitors the impact of changes in the interest rates on the Market Value of Equity (MVE). It is calculated on a monthly basis.
The framework for managing interest rate risk (EVE) under Pillar II of Basel II is put in place through ICAAP Policy document.
101
Scope and nature of risk reporting/measurement systems

Interest rate risk under duration gap analysis is evaluated on a monthly basis. The likely drop in Market Value of Equity for a 200 bps
change in interest rates is computed. Earnings at Risk based on Traditional Gap Analysis are calculated on a fortnightly basis and
adherence to tolerance limits set in this regard is monitored and reported to ALCO. Stress tests are conducted to assess the impact of
interest rate risk under different stress scenarios on earnings of the Bank.
Policies for hedging/ mitigating risk and strategies and processes for monitoring the continuing effectiveness of hedges/mitigants
Bank has operationalised mitigating/hedging measures prescribed by Integrated Treasury Policy, ALM Policy and Stress Testing Policy.
The strategy adopted by ALCO for mitigating the risk is by clearly articulating the acceptable levels of exposure to specific risk types
(interest rate, liquidity etc.). The process for mitigating the risk is initiated by altering the mix of asset and liability composition and with
the proper pricing of advances and deposits.
Brief description of the approach used for computation of interest rate risk
The interest rate risk (EVE) is computed through Duration Gap Analysis. The step-by-step approach for computing modified duration
gap is as follows:
i)
Identify variables such as principal amount, maturity date/re-pricing date, coupon rate, yield, frequency and basis of interest
calculation for each item/category of Rate Sensitive Asset/Rate Sensitive Liability (RSA/RSL).
ii)
Plot each item/category of RSA/RSL under the various time buckets. For this purpose, the absolute notional amount of rate
sensitive off-balance sheet items in each time bucket are included in RSA if positive or included in RSL if negative.
iii)
The mid-point of each time bucket is taken as a proxy for the maturity of all assets and liabilities in that time bucket.
iv)
Determine the coupon and the yield curve for arriving at the yields based on current market yields or current replacement cost
for computation of Modified Duration (MD) of RSAs and RSLs.
v)
Calculate the MD in each time band of each item/category of RSA/RSL using the maturity date, yield, coupon rate, frequency,
yield and basis for interest calculation.
vi)
Calculate the MD of each item/category of RSA/RSL as weighted average MD of each time band for that item.
vii)
Calculate the weighted average MD of all RSA (MDA) and RSL (MDL) to arrive at Modified Duration Gap (MDG).
(b) Quantitative Disclosures

The impact on earnings and economic value of equity for notional interest rate shocks as on 31.03.2015.
Earnings at Risk
(` in Crores)
Change in interest rate
Change in NII
+ 25 bps
6.99
+ 50 bps
13.98
+ 75 bps
20.98
+ 100 bps
27.97
The Bank is computing market value of equity based on Duration Gap Analysis.
For a 200 bps rate shock, the drop in equity value as on 31.03.2015
3.35%
TABLE DF -10: GENERAL DISCLOSURE FOR EXPOSURE RELATED TO COUNTERPARTY CREDIT RISK
Qualitative disclosures
Counterparty credit risk is the risk that the counterparty to a transaction could default before the final settlement of the transactions
cash flows. Bank has put in place Counterparty Credit Risk limits for banks as counterparty, based on a number of financial parameters
like net worth, capital adequacy ratio, rating etc. of the counterparty bank and with the approval of the Board. Counterparty exposures
for other entities are subject to comprehensive exposure ceilings fixed by the Board. Capital for Counterparty Credit Risk is assessed
based on the Standardized Approach.
www.dhanbank.com
102
The Bank does not recognize bilateral netting. The credit equivalent amounts of derivatives that are subjected to risk weighting are
calculated as per the Current Exposure Method. The derivative exposure is calculated using Current Exposure Method and the balance
outstanding as on March 31, 2015 is given below.
(` in Million)
Particulars
Notional Amounts
Credit Equivalent
3815.39
95.84
500
5.82
Forward Exchange Contracts

Interest Rate Derivative Contracts
TABLE DF-11: COMPOSITION OF CAPITAL
Part II : Template to be used before 31 March, 2017 (i.e., during the transition period of Basel III regulatory requirements)
Basel III common disclosure template to be used during the transition of regulatory adjustments (i.e. from
April 1, 2013 to December 31, 2017)
Common Equity Tier 1 capital: instruments and reserves
1
Directly issued qualifying common share capital plus related stock surplus
(share premium)
10,544.67
(2,414.70)
Retained earnings
Accumulated other comprehensive income (and other reserves)
Directly issued capital subject to phase out from CET1 (only applicable to
non-joint stock CET1 (only applicable to non-joint stock companies))
Public sector capital injections grandfathered until January 1, 2018
Common share capital issued by subsidiaries and held by third parties (amount
allowed in group CET1)
Common Equity Tier 1 capital before regulatory adjustments
5
6
Amounts subject
Ref.
to Pre-Basel III
No.
Treatment
(` in million)
1,854.55
9,984.53
Common Equity Tier 1 capital: regulatory adjustments

7
Prudential valuation adjustments
Goodwill (net of related tax liability)
9
10
Intangibles other than mortgage-servicing rights (net of related tax liability):

(accumulated loss ` 3735.92 million & other intangible assets ` 215.26 million)
Deferred tax assets
11
Cash-flow hedge reserve
12
Shortfall of provisions to expected losses
13
Securitization gain on sale
14
Gains and losses due to changes in own credit risk on fair valued liabilities
15
Defined-benefit pension fund net assets
16
Investments in own shares (if not already netted off paid- in capital on reported
balance sheet)
Reciprocal cross-holdings in common equity
Investments in the capital of Banking, financial and insurance entities that are
outside the scope of regulatory consolidation, net of eligible short positions,
where the Bank does not own more than 10% of the issued share capital
(amount above 10% threshold)
Significant investments in the common stock of Banking, financial and
insurance entities that are outside the scope of regulatory consolidation, net of
eligible short positions (amount above 10% threshold)
Mortgage servicing rights (amount above 10% threshold)
17
18
19
20
3951.183
370.591
NA
103
21
NA
22
Deferred tax assets arising from temporary differences (amount above 10%
threshold, net of related tax liability)
Amount exceeding the 15% threshold
23
of which: significant investments in the common stock of financial entities
NA
24
of which: mortgage servicing rights
NA
25
of which: deferred tax assets arising from temporary differences
NA
26
National specific regulatory adjustments (26a+26b+26c+26d)
26a of which: Investments in the equity capital of the unconsolidated insurance

subsidiaries
26b of which: Investments in the equity capital of unconsolidated non-financial
subsidiaries
26c of which: Shortfall in the equity capital of majority owned financial entities
which have not been consolidated with the Bank
26d of which: Unamortized pension funds expenditures
NA
Regulatory adjustments applied to Common Equity Tier 1 in respect of

amounts subject to pre-basel treatment
of which: [INSERT TYPE OF ADJUSTMENT] For example: filtering out of unrealized
losses on AFS debt securities (not relevant in Indian context)
of which: [INSERT TYPE OF ADJUSTMENT]
28
Regulatory adjustments applied to Common Equity Tier 1 due to insufficient

Additional Tier 1 and Tier 2 to cover deductions
Total regulatory adjustments to Common equity Tier 1
4321.77
29
Common Equity Tier 1 capital (CET1)
5,662.75
27
Additional Tier 1 capital: instruments

30
Directly issued qualifying Additional Tier 1 instruments plus related stock surplus
(31+32)
of which: classified as equity under applicable accounting standards
(Perpetual Non-Cumulative Preference Shares)
of which: classified as liabilities under applicable accounting standards
(Perpetual debt Instruments)
Directly issued capital instruments subject to phase out from Additional Tier 1
35
Additional Tier 1 instruments (and CET1 instruments not included in row 5) issued
by subsidiaries and held by third parties (amount allowed in group AT1)
of which: instruments issued by subsidiaries subject to phase out
36
Additional Tier 1 capital before regulatory adjustments
31
32
33
34
Additional Tier 1 capital: regulatory instruments

37
Investments in own Additional Tier 1 instruments
38
Reciprocal cross-holdings in Additional Tier 1 instruments
39
where the Bank does not own more than 10% of the issued common share
capital of the entity (amount above 10% threshold)
Significant investments in the capital of Banking, financial and insurance
entities that are outside the scope of regulatory consolidation (net of eligible
short positions)
National specific regulatory adjustments (41a+41b)
40
41
41a Investments in the Additional Tier 1 capital of unconsolidated insurance

subsidiaries
www.dhanbank.com
104
41b Shortfall in the Additional Tier 1 capital of majority owned financial entities
which have not been consolidated with the Bank
Regulatory Adjustments Applied to Additional Tier 1 in respect of Amounts
Subject to Pre-Basel III Treatment
of which: Deferred Tax Assets (not associated with accumulated losses) net of
Deferred Tax Liabilities
of which: [INSERT TYPE OF ADJUSTMENT e.g. existing adjustments which are
deducted from Tier 1 at 50%]
42
Regulatory adjustments applied to Additional Tier 1 due to insufficient Tier 2 to

cover deductions
43
Total regulatory adjustments to Additional Tier 1 capital
44
Additional Tier 1 capital (AT1)
44a Additional Tier 1 capital reckoned for capital adequacy

45
Tier 1 capital (T1 = CET1 + AT1) (29 + 44a)
5,662.75
Tier 2 capital: instruments and provisions

46
Directly issued qualifying Tier 2 instruments plus related stock surplus
47
Directly issued capital instruments subject to phase out from Tier 2
48
Tier 2 instruments (and CET1 and AT1 instruments not included in rows 5 or 34)
issued by subsidiaries and held by third parties (amount allowed in group Tier 2)
49
of which: instruments issued by subsidiaries subject to phase out
50
Provisions
51
Tier 2 capital before regulatory adjustments
938.50
718.96
1,657.46
Tier 2 capital: regulatory adjustments

52
Investments in own Tier 2 instruments
53
Reciprocal cross-holdings in Tier 2 instruments
54
where the Bank does not own more than 10% of the issued common share
capital of the entity (amount above the 10% threshold)
Significant investments in the capital Banking, financial and insurance entities
that are outside the scope of regulatory consolidation (net of eligible short
positions)
National specific regulatory adjustments (56a+56b)
55
56
56a of which: Investments in the Tier 2 capital of unconsolidated subsidiaries
56b of which: Shortfall in the Tier 2 capital of majority owned financial entities which
have not been consolidated with the Bank
Regulatory Adjustments Applied To Tier 2 in respect of Amounts Subject to PreBasel III Treatment
of which: [INSERT TYPE OF ADJUSTMENT e.g. existing adjustments which are
deducted from Tier 2 at 50%]
57
Total regulatory adjustments to Tier 2 capital
58
Tier 2 capital (T2)
58a Tier 2 capital reckoned for capital adequacy

58b Excess Additional Tier 1 capital reckoned as Tier 2 capital
1,657.46
1,657.46
0
58c Total Tier 2 capital admissible for capital adequacy (58a + 58b)
1,657.46
59
7,320.21
Total capital (TC = T1 + T2) (45 + 58c)
105
Risk Weighted Assets in respect of Amounts subject to Pre-Basel III Treatment
of which:
of which:
60
Total risk weighted assets (60a + 60b + 60c)
60a of which: total credit risk weighted assets
76320.92
63622.89
60b of which: total market risk weighted assets
6415.35
60c of which: total operational risk weighted assets
6282.67
Capital ratios
61
Common Equity Tier 1 (as a percentage of risk weighted assets)
7.42%
62
Tier 1 (as a percentage of risk weighted assets)
7.42%
63
Total capital (as a percentage of risk weighted assets)
9.59%
64
NA
65
Institution specific buffer requirement (minimum CET1 requirement plus

capital conservation and countercyclical buffer requirements, expressed as a
percentage of risk weighted assets)
of which: capital conservation buffer requirement
66
of which: Bank specific countercyclical buffer requirement
NA
67
of which: G-SIB buffer requirement
NA
68
5.50%
70
Common Equity Tier 1 available to meet buffers (as a percentage of risk

weighted assets) National minima (if different from Basel III)
National Common Equity Tier 1 minimum ratio (if different from Basel III
minimum)
National Tier 1 minimum ratio (if different from Basel III minimum)
71
National total capital minimum ratio (if different from Basel III minimum)
9.00%
69
NA
7.00%
Amounts below the thresholds for deduction (before risk weighting)

72
Non-significant investments in the capital of other financial entities
73
Significant investments in the common stock of financial entities
74
Mortgage servicing rights (net of related tax liability)
75
Deferred tax assets arising from temporary differences (net of related tax
liability)
Applicable caps on the inclusion of provisions in Tier 2
76
77
78
79
Provisions eligible for inclusion in Tier 2 in respect of exposures subject to

standardized approach (prior to application of cap)
Cap on inclusion of provisions in Tier 2 under standardized approach
Provisions eligible for inclusion in Tier 2 in respect of exposures subject to internal
ratings- based approach (prior to application of cap)
Cap for inclusion of provisions in Tier 2 under internal ratings-based approach
Capital instruments subject to phase-out arrangements (only applicable between March 31, 2017
and March 31, 2022)
80
Current cap on CET1 instruments subject to phase out arrangements
81
82
83
84
85
Amount excluded from CET1 due to cap (excess over cap after redemptions
and maturities)
Current cap on AT1 instruments subject to phase out arrangements
Amount excluded from AT1 due to cap (excess over cap after redemptions
and maturities)
Current cap on T2 instruments subject to phase out arrangements
Amount excluded from T2 due to cap (excess over cap after redemptions and
maturities)
www.dhanbank.com
106
Notes to Template
Row No.
of
10
19
26b
44a
50
Particulars
(` in million)
Deferred tax assets associated with accumulated losses

Deferred tax assets (excluding those associated with accumulated losses) net of Deferred Tax
Liability
Total as indicated in row 10
If investments in insurance subsidiaries are not deducted fully from capital and instead considered under 10% threshold for deduction, the resultant increase in the capital of Bank
of which: Increase in Common Equity Tier 1 capital
9.50
370.59
-
of which: Increase in Additional Tier 1 capital
of which: Increase in Tier 2 capital

If investments in the equity capital of unconsolidated non-financial subsidiaries are not deducted
and hence, risk weighted then:
(i) Increase in Common Equity Tier 1 capital
(ii) Increase in risk weighted assets

Excess Additional Tier 1 capital not reckoned for capital adequacy (difference between Additional Tier 1 capital as reported in row 44 and admissible Additional Tier 1 capital as reported in 44a)
of which: Excess Additional Tier 1 capital which is considered as Tier 2 Capital under row 58b
Eligible Provisions included in Tier 2 capital
273.49
Eligible Revaluation Reserves included in Tier 2 capital

58a
361.09
445.48
Total of row 50
Excess Tier 2 capital not reckoned for capital adequacy (difference between Tier 2 capital as
reported in row 58 and T2 as reported in 58a)
718.961
-
DF-12 : COMPOSITION OF CAPITAL - RECONCILIATION REQUIREMENTS

Balance sheet as in
financial statements
Step 1
As on reporting date
(` in million)
A
Capital & Liabilities

i Paid-up Capital
1,774.42
Reserves & Surplus
5,464.13
Minority Interest
Total Capital
ii
Deposits
of which: Deposits from Banks
of which: Customer deposits
of which: Other deposits (pl. specify)
iii
iv
123,816.83
5,583.45
118,233.38
9,413.52
of which: From RBI
5,670.00
of which: From other institutions & agencies
791.52
of which: Others - book credit balances in foreign currency minor

accounts
of which: Tier 2 Capital instruments
2,952.00
Other liabilities & provisions
3,050.19
Total
7,238.55
Borrowings
of which: From Banks
Balance sheet under

regulatory scope of
consolidation *
143,519.09
107
Balance sheet as in
Balance sheet under

regulatory scope of
consolidation *
Step 1
(` in million)
B
i
Assets
Cash and balances with Reserve Bank of India
6,693.31
Balance with Banks and money at call and short notice
6,207.93
48,501.04
ii Investments:
of which: Government securities
36,873.55
of which: Other approved securities
of which: Shares
151.97
of which: Debentures & Bonds
482.40
of which: Subsidiaries / Joint Ventures / Associates

iii
of which: Others
10,993.12
Loans and advances
76,698.14
of which: Loans and advances to Banks
1.61
of which: Loans and advances to customers
76,696.53
iv
Fixed assets
2,027.99
Other assets
3,390.68
of which: Goodwill and intangible assets
of which: Deferred tax assets

vi
Good will on consolidation
vii
Debit balance in Profit & Loss account
370.59
-
Total Assets
143,519.09
*Bank has no subsidiaries
Step 2
Balance sheet as in
Balance sheet under

regulatory scope of
consolidation
Ref. No.
Capital & Liabilities
Paid-up Capital
1,774.42
(a)
of which : Amount eligible for CET1
1,774.42
(a) (i)
of which : Amount eligible for AT1
Reserves & Surplus
5,464.13
(b)
of which : Amount eligible for CET1
4,474.19
(b) (i)
Statutory Reserve
Share Premium
772.61
8,770.26
(b)(ii)
(b) (iii)
General Reserve
805.85
(b) (iv)
Capital Reserve (excluding Revaluation

Reserves)
Special reserve under Section 36(i) (viii)
216.23
(b) (v)
59.86
(b) (vi)
(6,150.62)
(b) (vii)
Balance in P/L a/c at the end of the

previous FY
Current Financial Year Profit (Not eligible)
www.dhanbank.com
108
Step 2
ii
iii
iv.
B
i
ii
iii
iv
v
vi
vii
Revaluation Reserve (part of Tier 2 capital

at a discount of 55 percentage)
Minority Interest
Total Capital
Deposits
of which: Deposits from Banks
of which: Customer deposits
of which: Other deposits (pl. specify)
Borrowings
of which: From RBI
of which: From Banks
of which: From other institutions &
of which: Others (Book Credit balances
in foreign currency accounts)
of which: Capital instruments -Tier 2
Other liabilities & provisions
of which: Standard Asset provision
included under Tier 2 Capital
of which : DTLs related to goodwill
of which : Details related to intangible
Total assets
Assets
Cash and balances with Reserve Bank
of India
Balance with Banks and money at call
Investments:
of which: Government securities
of which: Other approved securities
of which: Shares
of which: Debentures & Bonds
of which: Subsidiaries / Joint Ventures
of which: Others
Loans and advances
of which: Loans and advances to Banks
of which: Loans and advances to
Customers
Fixed assets
Other assets
of which: Goodwill and intangible assets
Out of which : Goodwill
Other Intangibles (excluding MS` )
Deferred tax assets
Good will on consolidation
Debit balance in P& L account
Balance sheet as in
Balance sheet under

regulatory scope of
consolidation
989.94
7,238.55
123,816.83
5,583.45
118,233.38
9,413.52
5,670.00
791.52
2,952.00
3,050.19
273.49
0
143,519.09
6,693.31
6,207.93
48,501.04
36,873.55
151.97
482.40
10,993.12
76,698.14
1.61
76,696.53
2,027.99
3,390.68
370.59
Ref. No.
(b) (ix)
(a)+(b)
(c)
(c) (i)
(c) (ii)
(d)
(d) (i)
(d) (ii)
(d) (iii)
(d) (iv)
(d) (v)
(e)
(e) (i)
(a)+(b)+(c) + (d)+(e)
(f)
(g)
(h)
(h) (i)
(h) (ii)
(h) (iii)
(h) (iv)
(i)
(i) (i)
(i) (ii)
(j)
(k)
(k) (i)
143,519.09
(f)+(g)+ (h)+ (i)+

(j)+ (k)
(Explanatory notes for Item No. (b) (vii): Debit balance in Profit & Loss account have been deducted from Reserves and Surplus
reported under Capital & Liabilities in the Balance sheet
Total Assets
109
Step 3: Extract of Basel III common disclosure template (with added column)- Table DF-11 (Part II)
Common Equity Tier 1 Capital : Instruments and reserves
Component of
regulatory capital
reported by Bank
1
Directly issued qualifying common share (and equivalent for

non-jont stock companies) capital plus related stock surplus
Source based on reference

numbers/letters of the balance
sheet under the regulatory scope of
consolidation from Step 2
(a) + (b) (iii)
10,544.67
Retained earnings
Accumulated other comprehensive income (and other

reserves)
Directly issued capital subject to phase out from CET-1 (only
applicable to non-joint stock companies)
Common share capital issued by subsidiaries and held by third
parties (amount allowed in group CER 1)
Common Equity Tier 1 capital before regulatory adjustments
Prudential valuation adjustments
Goodwill (net of related tax liability)
4
5
1,578.46
216.23
(b) (ii)+ (b) (iv)

(b) (v)+b (vi)
12,399.22
(a)+ (b) (ii)+ (b) (iii)+ (b) (iv) +

(b) (v)+b (vi)
TABLE DF -13: MAIN FEATURES OF REGULATORY CAPITAL INSTRUMENTS ELIGIBLE INSTRUMENTS

Item Particular
Equity Shares
Upper Tier II
Series I
Lower Tier II
Series IX
Lower Tier II
Series X-A
Dhanlaxmi Bank Ltd.
Dhanlaxmi Bank Ltd.
Dhanlaxmi Bank Ltd.
Dhanlaxmi Bank Ltd.
Issuer
Unique identifier (e.g. CUSIP, ISIN

680A01011
or Bloomberg identifier for private
placement)
INE680A09022
INE680A08057
INE680A09030
Governing law(s) of the

instrument
Applicable
Indian Statutory
and Regulatory
Requirements
Applicable
Indian Statutory
and Regulatory
Requirements
Applicable
Indian Statutory
and Regulatory
Requirements
Applicable
Indian Statutory
and Regulatory
Requirements
Regulatory treatment
4
Transitional Basel III rules
Common Equity
Tier 1
Tier 2
Tier 2
Tier 2
Post-transitional Basel III rules
Common Equity
Tier 1
Ineligible
Ineligible
Ineligible
Eligible at solo/group/group &

solo
Solo
Solo
Solo
Solo
Instrument type
Common Shares
Upper Tier 2 Capital

Instruments
Tier 2 Debt
Instruments
Tier 2 Debt
Instruments
Amount recognised in regulatory 1744.42

capital (` in Million, as on
31.03.2015)
192.50
60.00
327.00
Par value of instrument
Shares of ` 10/ each ` 1 million
` 1 million
` 1 million
10
Accounting classification
Shareholder's Equity
Liability
Liability
Liability
11
Original date of issuance
Various
28.07.2010
20.01.2012
29.05.2012
www.dhanbank.com
110
Item Particular
Equity Shares
Upper Tier II
Series I
Lower Tier II
Series IX
Lower Tier II
Series X-A
12
Perpetual or dated
Perpetual
Dated
Dated
Dated
13
Original maturity date/No

maturity
No maturity
30.07.2025
20.07.2018
29.04.2018
14
Issuer call subject to prior

supervisory approval
No
Yes, Exercise of Call

Option is subject to
prior approval of RBI
(Dept. of Banking
Operations &
Development)
No Call Option
No Call Option
15
Optional call date, contingent

call dates and redemption
amount
NA
Bank can exercise

NA
Call Option to
redeem the Bonds
at par at the end of
10th Year from the
Deemed Date of
Allotment, subject to
prior approval from
RBI. Optional Call
Date is 30.07.2020
and redemption
amount is in full.
NA
16
Subsequent call dates, if

applicable Coupons /
dividends
NA
NA
NA
NA
17
Fixed or floating dividend/

coupon
NA
Fixed
Fixed
Fixed
18
Coupon rate and any related

index
NA
10%
11%
11.90%
19
Existence of a dividend stopper
No
No
No
No
20
Fully discretionary, partially

discretionary or mandatory
Fully discretionary
Mandatory
Mandatory
Mandatory
21
Existence of step up or other

incentive to redeem
No
Yes
No
No
22
Noncumulative or cumulative
Non cumulative
Cumulative
Cumulative
Cumulative
23
Convertible or non-convertible
Non convertible
Non Convertible
Non Convertible
Non Convertible
24
If convertible, conversion
trigger(s)
NA
NA
NA
NA
25
If convertible, fully or partially
NA
NA
NA
NA
26
If convertible, conversion rate
NA
NA
NA
NA
27
If convertible, mandatory or
optional conversion
NA
NA
NA
NA
28
If convertible, specify instrument

type convertible into
NA
NA
NA
NA
111
Item Particular
Equity Shares
Upper Tier II
Series I
Lower Tier II
Series IX
Lower Tier II
Series X-A
29
If convertible, specify issuer of

instrument it converts into
NA
NA
NA
NA
30
Write-down feature
No
No
No
No
31
If write-down, write-down trigger(s) NA
NA
NA
NA
32
If write-down, full or partial
NA
NA
NA
NA
33
If write-down, permanent or
temporary
NA
NA
NA
NA
34
If temporary write-down,
description of write-up
mechanism
NA
NA
NA
NA
35
Position in subordination hierarchy Subordinated claim All Depositors & other All Depositors & other All Depositors & other
in liquidation (specify instrument in case of liquidation Creditors of the Bank Creditors of the Bank Creditors of the Bank
type immediately senior to
instrument)
36
Non-compliant transitioned
features
No
Yes
No
No
37
If yes, specify non-compliant

features
NA
Does not have Point

of Non Viability
Trigger
NA
NA
Lower Tier II
Series X-B
Lower Tier II
Series XI-A
Lower Tier II
Series XI-B
Lower Tier II
Series XIII-B
Dhanlaxmi Bank Ltd.
Dhanlaxmi Bank Ltd.
Dhanlaxmi Bank Ltd.
Dhanlaxmi Bank Ltd.
INE680A09055
INE680A09063
INE680A08065
Applicable
Indian Statutory
and Regulatory
Requirements
Applicable
Indian Statutory
and Regulatory
Requirements
Applicable
Indian Statutory
and Regulatory
Requirements
Item Particular
1
Issuer
Unique identifier (e.g. CUSIP, ISIN

INE680A09048
or Bloomberg identifier for private
placement)
Governing law(s) of the
Applicable
instrument
Indian Statutory
and Regulatory
Requirements
Regulatory treatment
4
Transitional Basel III rules
Tier 2
Tier 2
Tier 2
Tier 2
Post-transitional Basel III rules
Ineligible
Ineligible
Ineligible
Ineligible
Eligible at solo/group/group &

solo
Instrument type
Solo
Solo
Solo
Solo
Tier 2 Debt
Instruments
Amount recognized in regulatory 113.60
capital (` in million, as of most
recent reporting date)
Tier 2 Debt
Instruments
175.80
Tier 2 Debt
Instruments
29.60
Tier 2 Debt
Instruments
40.00
Par value of instrument
` 1 million
` 1 million
` 1 million
` 1 million
10
Accounting classification
Liability
Liability
Liability
Liability
11
Original date of issuance
29.05.2012
03.08.2012
03.08.2012
10.12.2012
www.dhanbank.com
112
Item Particular
Lower Tier II
Series X-B
Lower Tier II
Series XI-A
Lower Tier II
Series XI-B
Lower Tier II
Series XIII-B
12
Perpetual or dated
Dated
Dated
Dated
Dated
13
Original maturity date (dd/mm/

yyyy) / No maturity
Issuer call subject to prior
supervisory approval
Optional call date, contingent
call dates and redemption
amount
Subsequent call dates, if
applicable Coupons / dividends
Fixed or floating dividend/
coupon
Coupon rate and any related
index
Existence of a dividend stopper
29.05.2019
03.05.2018
03.08.2019
10.12.2019
No Call Option
No Call Option
No Call Option
No Call Option
NA
NA
NA
NA
NA
NA
NA
NA
Fixed
Fixed
Fixed
Fixed
11.95%
11.90%
11.95%
11.95%
No
No
No
No
Mandatory
Mandatory
Mandatory
Mandatory
No
No
No
No
22
Fully discretionary, partially

discretionary or mandatory
Existence of step up or other
incentive to redeem
Noncumulative or cumulative
Cumulative
Cumulative
Cumulative
Cumulative
23
Convertible or non-convertible
Non Convertible
Non Convertible
Non Convertible
Non Convertible
24
NA
NA
NA
NA
25
If convertible, conversion
trigger(s)
If convertible, fully or partially
NA
NA
NA
NA
26
If convertible, conversion rate
NA
NA
NA
NA
27
If convertible, mandatory or
optional conversion
If convertible, specify instrument
type convertible into
If convertible, specify issuer of
instrument it converts into
Write-down feature
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
No
No
No
No
If write-down, write-down
trigger(s)
If write-down, full or partial
NA
NA
NA
NA
NA
NA
NA
NA
If write-down, permanent or
temporary
If temporary write-down,
description of write-up
mechanism
Position in subordination
hierarchy in liquidation (specify
instrument type immediately
senior to instrument)
Non-compliant transitioned
features
If yes, specify non-compliant
features
NA
NA
NA
NA
NA
NA
NA
NA
All Depositors &

other Creditors of
the Bank
All Depositors &

other Creditors of
the Bank
All Depositors &

other Creditors of
the Bank
All Depositors &

other Creditors of
the Bank
No
No
No
No
NA
NA
NA
NA
14
15
16
17
18
19
20
21
28
29
30
31
32
33
34
35
36
37
113
TABLE DF-14: FULL TERMS AND CONDITIONS OF REGULATORY CAPITAL INSTRUMENTS (ELIGIBLE INSTRUMENTS)
Upper Tier
II-Series 1
Series IX
Series X A
Series X B
Series XI A
Series XI B
Series XIII B
Nature of Instrument
##
##
##
##
##
##
Amount Subscribed
` 275
million
` 100
million
` 545
million
` 142
million
` 293
million
` 37
million
` 50 million
Face value of the Bond
` 1 million
` 1 million
` 1 million
` 1 million
` 1 million
` 1 million
` 1 million
Date of Allotment
28.07.2010
20.01.2012
29.05.2012
29.05.2012
03.08.2012
03.08.2012
10.12.2012
Date of Redemption
30.07.2025
20.07.2018
29.04.2018
29.05.2019
03.05.2018
03.08.2019
10.12.2019
Put and Call option (if

yes, give details)
###
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Coupon rate and

Frequency
10%,
Annual
11%,
Annual
11.9%,
Semi
annual
11.95%,
Semi
annual
11.90%,
Semi
annual
11.95%,
Semi
annual
11.95%,
Semi
annual
Listing
NSE
NSE
NSE
NSE
NSE
NSE
NSE
# Unsecured, Redeemable, Non-convertible, Subordinated Upper Tier-II Bonds in the nature of Debentures.
## Unsecured, Redeemable, Non-convertible, Subordinated Lower Tier-II Bonds in the nature of Debentures.
### Only Call Option. Call option may be exercised by the Bank only if the instrument has run for at least ten years. Call Option shall be exercised by
the Bank only with the prior approval of DBOD, RBI. In effect, the Bank reserves Call Option to redeem the Bonds at par at the end of 10th year from the
Deemed Date of Allotment (subject to prior approval from RBI).
TABLE DF-15: DISCLOSURE REQUIREMENTS FOR REMUNERATION

Qualitative disclosures
a.
Information relating to the composition and mandate of the Remuneration Committee.
Composition
The Board constituted a Remuneration Committee on 29.02.2008, which was reconstituted on 27.09.2008, 06.10.2009, 28.02.2013
and 23.01.2015. The Committee consists of 4 members to facilitate effective governance of compensation.
The roles and responsibilities of the Compensation & Remuneration Committee (CRC) are as follows:
To oversee the framing, review and implementation of compensation policy of the bank on behalf of the board.
To ensure the cost/income ratio of the bank supports the remuneration package consistent with maintenance of sound capital
adequacy ratio.
To determine on their behalf and on behalf of the shareholders with agreed terms of reference, the companys policy on specific
remuneration packages for executive directors including pension rights and any compensation payment.
For determining the modalities of providing appropriate incentives to employees, including stock options (i) to foster employee
commitment and a feeling of ownership (ii) to retain employees or skill groups among them (iii) attract talented professionals
(iv) to instill a sense of belonging to the Bank, among employees.
b.
Information relating to the design and structure of remuneration processes and the key features and objectives of
remuneration policy.
Remuneration and other perquisites paid to the Chairman and Managing Director & CEO are as approved by the Reserve Bank of
India. Non-executive Directors are being paid sitting fees for each meeting attended by them. During the year, no remuneration,
excepting sitting fees and re-imbursement of actual travel and out-of-pocket expenses was paid.
www.dhanbank.com
114
The Bank has formed the compensation policy based on the Reserve Bank of India guidelines vide its Circular No. DBOD.
No.BC.72/29.67.001/2011-12 dtd. 13.01.2012. The fixed remuneration and other allowances including retirement benefits of all
subordinate, clerical and officers is governed by the industry level wage settlement under Indian Banks Association (IBA) pattern. In
respect of officers covered under Cost to the Company payment scheme, the overall salary will be pegged at 115% of IBA salary
of corresponding grade. Officers appointed on contract basis are offered a fixed consolidated pay as determined by Board/
Committee/MD & CEO on a case to case basis.
c.
Description of the ways in which current and future risks are taken into account in the remuneration processes. It should
include the nature and type of the key measures used to take account of these risks.
The Board of Directors through the Remuneration Committee shall exercise oversight and effective governance over the framing
and implementation of the Compensation policy. Human Resource Management under the guidance of MD & CEO shall
administer the compensation and Benefit structure in line with the best suited practices and statutory requirements as applicable.
d.
Description of the ways in which the bank seeks to link performance during a performance measurement period with levels
of remuneration.
The factors taken in to account for the annual performance review are:
The performance of the Bank
The performance of the business unit
Individual performance of the employee
Other risk perceptions and economic considerations
e.
A discussion of the banks policy on deferral and vesting of variable remuneration and a discussion of the banks policy and
criteria for adjusting deferred remuneration before vesting and after vesting.
As of now, Bank is not offering variable pay and hence no such deferrals of variable
Employee Stock Option Scheme/Employee Stock Option Plan as may be framed by the Board from time to time in conformity
with relevant statutory provisions and SEBI guidelines as applicable will be excluded from the components of variable pay.
f.
Description of the different forms of variable remuneration (i.e. cash, shares, ESOPs and other forms) that the bank utilizes
and the rationale for using these different forms.
Variable pay means the compensation as fixed by the Board on recommendation of the Committee, which is based on the
performance appraisal of an employee in that role, that is, how well they accomplish their goals. It may be paid as:
Performance Linked Incentives to those employees who are eligible for incentives
Ex-gratia for other employees who are not eligible for Performance linked Incentives.
Bonus for those staff members who are eligible for bonus under the Payment of Bonus Act, 1965.
As of now, Bank is not having a variable pay structure.

Board of the Bank at its meeting held on 14.09.2014 has approved the Employees Stock Options Scheme (ESOS 2013). The salient
features of the ESOS 2013 are as under:
Confirmed employees who are in the service of the Bank as on 01.05.2014 having more than 2 years of service in the Bank
are eligible.
Present Grade and completed years of service as on 01.05.2014 are the yard sticks considered for grant of options to
employees.
Granted shares shall vest as per the following vesting schedule:
l
30% shall vest on completion of 12 months from the date of grant (14.08.2014) which is on 14.08.2015
30% shall vest on completion of 24 months from the date of grant which is on 14.08.2016
Remaining 40 % shall vest on completion of 36 months from the date of grant which is on 14.08.2017.
Exercise period for the options granted shall be 3 years from the date of vesting.
The options are being granted at ` 40.73 per option
The grade wise/experience wise eligibility grid is as under:
115
Competed year of service as on 01.05.2014

Grade
> 2 years
but 3
years
> 3 years
but to 5
years
> 5 years
but to
10 years
> 10 years > 15 years > 20 years > 25 years > 30 years > 35 years
but to
but l to
but to
but to
but to
but to
15 years
20 years
25 years
30 years
35 years
40 years
Grade 7
2500
5000
7500
10000
12500
15000
17500
20000
22500
Grade 6
1500
3000
4500
6000
7500
9000
10500
12000
13500
Grade 5
1000
2000
3000
4000
5000
6000
7000
8000
9000
Grade 4
600
1200
1800
2400
3000
3600
4200
4800
5400
Grade 3
500
1000
1500
2000
2500
3000
3500
4000
4500
Grade 2
400
800
1200
1600
2000
2400
2800
3200
3600
Grade 1
300
600
900
1200
1500
1800
2100
2400
2700
Grade E2
200
400
600
800
1000
1200
1400
1600
1800
Clerk
200
400
600
800
1000
1200
1400
1600
1800
Sub Staff
100
200
300
400
500
600
700
800
900
Number of meetings held by the Remuneration Committee during the six months ended
31.03.2015
Remuneration paid to the members of Remuneration Committee
1
` 40,000/- as sitting fees
Number of employees having received a variable remuneration award during the financial
year
NIL
Number of sign-on awards made during the financial year
NIL
Total amount of sign-on awards made during the financial year
NIL
Details of guaranteed bonus, if any, paid as joining / sign-on bonus
NIL
Details of severance pay, in addition to accrued benefits, if any
NIL
Total amount of outstanding deferred remuneration, split into cash, shares and share-linked
instruments and other forms
NIL
Total amount of deferred remuneration paid out in the financial year
NIL
Breakdown of amount of remuneration awards for the year ended 31.03.2015
www.dhanbank.com
Fixed
NIL
Variable
NIL
116
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87th Annual Day Celebrations.

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DHANLAXMI BANK LIMITED

Registered Office: Dhanalakshmi Buildings

To receive, consider and adopt the Banks Audited Balance

M/s. Sankar & Moorthy, Chartered Accountants,

M/s. Sridhar & Co., Chartered Accountants,

The Bank has sought approval from Reserve Bank of India

M/s. Sankar & Moorthy, Chartered Accountants,

M/s. Sridhar & Co., Chartered Accountants,

To consider and if thought fit to pass, with or without

The present Statutory Central Auditors M/s Sagar and

M/s. K. Venkatachalam Aiyer & Co., Chartered

To appoint Statutory Central Auditors and to authorize the

To consider and if thought fit to pass, with or without

in respect of whom the Bank has received a notice in writing,

To consider and if thought fit to pass, with or without

To consider and if thought fit to pass, with or without

To consider and if thought fit to pass, with or without

Resolved that pursuant to the provisions of Sections 139

To consider and if thought fit to pass, with or without

To consider and if thought fit to pass, with or without

resolution), the consent, authority and approval of the

the international market and may be governed by

the allotment of the Equity Shares, or any

the Equity Shares issued shall rank pari passu in all

the relevant date for the purpose of pricing of the

The Board may, at its absolute discretion, issue Equity

The issue and allotment of Equity Shares shall be

the allotment to each Qualified Institutional Buyer

The Equity Shares shall not be eligible to be sold for

(VIII) The total amount raised in such manner should not,

Resolved further that without prejudice to the generality of

To appoint, enter into and execute all such

thereof and to enable such holder to trade in the

To issue and allot such number of equity shares as

To approve offer document, circulars, notice and

To dispose of the unsubscribed portion of the shares

To retain over subscription upto such percentage as

To obtain listing of all or any of its new shares / existing

To do such acts, deeds, matters and things as it/they may

with United States Securities and Exchange

To agree to and make and accept such conditions,

A Member entitled to attend and vote at the Annual

votes either by electronic means or by postal ballot prior to

The instrument appointing proxy should, however, be

A Statement setting out the material facts pursuant to

In case of Joint holders attending the Meeting, only such

Corporate Members are requested to send a duly certified

The Register of Members and Share Transfer Books of the

All documents referred to in the notice are open for

Members may please note that there is a facility for

Shares of the Bank are traded in dematerialized form.

Members should notify the changes in their address

Members may please note that, a copy of the PAN card of

Members described as Minors in the address but who

Members/proxies should produce the attendance slip at

Members holding (physical) shares in identical order of

The shareholders and Beneficial Owners who have not so

In terms of Section 125 of the Companies Act, 2013 the

Password In case of shareholders who have not