HISTORY OF INDUSIND BANK INDUSIND BANK LTD was incorporated in August 1994 in the name of 'INDUSIND Bank Limited',with

its registered office in Mumbai, India. INDUSIND Bank commenced operations as a Scheduled Commercial Bank in January 1995. If ever there was a man with a mission it was Hasmukhbhai Parekh, Founder and ChairmanEmeritus, of INDUSIND Group. INDUSIND BANK LTD was amongst the first to set up a bank in the private sector. The bank was incorporated on 30th August 1994 in the name of INDUSIND Bank Limited, with its registered office in Mumbai.It commenced operations as a Scheduled Commercial Bank on 16th January 1995. The bank has grown consistently and is now amongst the leading players in the industry . INDUSIND is India's premier housing finance company and enjoys an impeccable track record inIndia as well as in international markets. Since its inception in 1977, the Corporation hasmaintained a consistent and healthy growth in its operations to remain the market leader inmortgages. Its outstanding loan portfolio covers well over a million dwelling units. INDUSIND has developed significant expertise in retail mortgage loans to different market segments and also has a large corporate client base for its housing related credit facilities. With its experience in the financial markets, a strong market reputation, large shareholder base and unique consumer franchise, INDUSIND was ideally positioned to promote a bank in the Indian environment In a milestone transaction in the Indian banking industry, Times Bank was merged with INDUSIND Bank Ltd., effective February 26, 2000.

MISSION I. World Class Indian Bank II. Benchmarking against international standards. III. To build sound customer franchises across distinct businesses IV. Best practices in terms of product offerings, technology, service levels, risk management and audit & compliance VISION STATEMENT OF INDUSIND BANK The INDUSIND Bank is committed to maintain the highest level of ethical standards, professional integrity and regulatory compliance. INDUSIND Banks business philosophy is based on four core values such as:1. Operational excellence. 2. Customer Focus. 3. Product leadership. 4. People. The objective of the INDUSIND Bank is to provide its target market customers a full range of financial products and banking services, giving the customer a one-step window for all his/her requirements. The INDUSIND Bank plus and the investment advisory services programs have been designed keeping in mind needs of customers who seeks distinct financial solutions, information and advice on various investment avenues. BUSINESS STRATEGY I. Increasing market share in Indias expanding banking II. Delivering high quality customer service III. Maintaining current high standards for asset quality through disciplined credit risk management IV. Develop innovative products and services that attract targeted customers and address inefficiencies in the Indian financial sector.

Positioning Strategy Positioning is the act of designing the companys offering and image to occupy a distinctive place in the target markets mind. Positioning starts with a product. A piece of merchandise, a service, a company, an institution, or even a person. But positioning is not what you do to a product. Positioning is what you do the mind of the prospect. That is, you position the product in the mind of prospect. A companys differentiating and positioning strategy must change as the product, market, and competitors change over time. Once the company has developed a clear positioning strategy, it must

communicate that positioning effectively. INDUSIND bank have positioning strategy of Continuing a Tradition of Trust. It is accurate positioning strategy because it signifies a trust with its clients. Here is special Relationship Manager dedicated towards customer service and satisfaction and give them guidance about various schemes which helps them to get right scheme which suit their needs. In this way it continues to maintain a trust with its clients.

INTRODUCTION The INDUSIND was amongst the first to receive an 'in principle' approval from the Reserve Bank of India (RBI) to set up a bank in the private sector, as part of the RBI's liberalization of the Indian Banking Industry in 1994. The bank was incorporated in August 1994 in the name of 'INDUSIND Bank Limited', with its registered office in Mumbai, India. INDUSIND Bank commenced operations as a Scheduled Commercial Bank in January 1995. INDUSIND is India's premier housing finance company and enjoys an impeccable track record in India as well as in international markets. Since its inception in 1977, the Corporation has maintained a consistent and healthy growth in its operations to remain the market leader in mortgages. Its outstanding loan portfolio covers well over a million dwelling units.INDUSIND has developed significant expertise in retail mortgage loans to different market segments and also has a large corporate client base for its housing related credit facilities.With its experience in the financial markets, a strong market reputation, large shareholder base and unique consumer franchise, INDUSIND was ideally positioned to promote a bank in the Indian environment. INDUSIND Bank began operations in 1995 with a simple mission : to be a World Class Indian Bank. We realized that only a single minded focus on product quality and service excellence would help us get there. Today, we are proud to say that we are well on our way towards that goal. INDUSIND Bank Limited (the Bank) is an India-based banking company engaged in providing a range of banking and financial services, including commercial banking and treasury operations. The Bank has a network of 1412 branches and 3295 automated teller machines (ATMs) in 528 cities and total employees is 52687.

Key Business Highlights pTotal business crossed Rs 47000 crores pNet worth moved to Rs 2166 crores pNet Profit up by 136% to Rs 350.31 crores pNet Interest Income up by 93% to Rs 886.41 crores pCore Fee Income up by 44% to Rs 432.27 crores pCapital Adequacy Ratio (Basel II) at 15.33% pReturn on Assets at 1.14% as against 0.58% pNet NPA at 0.50 % as compared to 1.14% as on March 31, 2009 pProvisioning Coverage Ratio against NPAs at 60.14% as against 29.76% pRaised Maiden QIP issue for Rs 480 crores with an overwhelming response from the investor community pNetwork increased to 210 branches and 497 ATMs spread over 168 geographical locations in 28 States and Union Territories across the country pEarning Per Share (Basic) increased to Rs 9.01 from Rs 4.28 pDividend declared: Rs. 1.80 per share, up from Rs. 1.20 per share last year.

Accolades The Bank received recognition for excellence and technology from various forums. pReceived the prestigious Technology Bank of the Year-2009 award in the private and foreign bank category from the Indian Banks Association (IBA) pThe State Forum of Bankers Clubs, Kerala, bestowed on the Bank the Excellence Award, as the second best new generation bank in Kerala pRanked No. 1 for Credit Quality amongst all banks in India by Financial Express and Ernst & Young study pReceived the prestigious ISO 27001 certification for IT operations which conform to the Information Management System Standard ISO/IEC 27001 Ratings pHighest P1+ rating for its Fixed Deposits and Certificates of Deposit (up to 1 year contracted maturity) by CRISIL pLower Tier II bonds have been rated CARE AA- by CARE pBanks Lower Tier II bonds rating has been upgraded to A+(ind) and Upper Tier II bonds rating upgraded to A-(ind) by Fitch Ratings pRating of LA+ to Lower Tier II bonds and LA to Upper Tier II bonds by ICRA

DIRECTORS REPORT: 2009-10

SWOT ANALYSIS SWOT Analysis is a powerful technique for understanding your Strengths and Weaknesses, and for looking at the Opportunities and Threats you face. Used in a business context, it helps you carve a sustainable niche in your market. Used in a personal context, it helps you develop your career in a way that takes best advantage of your talents, abilities and opportunities. SWOT ANALAYSIS OF INDUSIND BANK STRENGTH

-term career in the field. WEAKNESSES

OPPORTUNITIES Could extend to overseas broadly.

-track career development opportunities on an industry-wide basis. to provide added-value services. THREATS

could constrain investment. KEY POINT SWOT Analysis is a simple but powerful framework for analyzing company's Strengths and Weaknesses, and the Opportunities and Threats you face. This helps you to focus on your strengths, minimize threats, and take the greatest possible advantage of opportunities available to you.

CSR

CSR 2009 Details of IndusInd Bank Ltd., Pune, Maharashtra IndusInd Bank Ltd. - Corporate Social Responsibility Activities are as follows
Company Profile
Company's Slogan Company's Vision Company's Mission Special Notes Company Type Industry Sector Products / Services No. of employees Change... To position IndusInd Bank limited as a Top 3 performer in the new private bank space in 3 years measured by the 3 parameters of Profitability, Productivity and Efficiency. Private Sector Banking 1. Banking and FInancial Services 4251

Other locations of Corporate office in Mumbai 180 branches across Mumbai factories / offices Financial result for time April 2008 - March 2009 period -Sales Rs. 2766 Crores -Profit before tax Rs. . Crores

-Net profit after tax -CSR Budget

Rs. 148 Crores Not Disclosed

CSR Activities
Trust / Foundation for CSR CSR Areas No 1. Energy 2. Environment 3. Rural Development 1. Rural Development 2. Environment 3. Energy No No

Three main CSR activities Publish Sustainability Report Member of Global Compact CSR activities in brief

Pg. 18 of Annual Report Priority Sector Lending Your Bank has earned the distinction of achieving the RBIprescribed target as well as sub-targets for Priority Sector Advances. Priority Sector Advances aggregated Rs.6298.79 crores at the end of March 2009 and represented 49.23% of your Banks Net Bank Credit (NBC), compared with 52.75% at the end of March 2008. During the year, your Bank fi nanced over 2,67,668 agriculturists and the aggregate Direct Agricultural Advances stood at Rs.2039.44 crores representing 15.94% of your Banks NBC at the end of March 2009 compared with 9.70% at the end of March 2008. During the year, your Banks fi nance to Weaker Sections stood at Rs.1274.86 crores representing 9.96% of your Banks NBC at the end of March 2009 compared to 0.31% at the end of March 2008. Other priority sector advances such as fi nance to small enterprises represented 25.38% of your Banks NBC at the end of March 2009, compared with 35.56% at the end of March 2008. ------------Pg. 32 of Annual Report Corporate Social Responsibility (CSR) CSR has always been close to your Banks business strategy. Your Bank took the opportunity of launching the Green Banking project. As a part of this project, a campaign Hum aur Hariyali has been launched to increase awareness about environmental issues; and through this awareness, achieve the goal of Sustainable Development during the year which was declared as the International Year of Planet Earth, 2008 by

the UN General Assembly. Through the Hum aur Hariyali campaign, your Bank has delved into different aspects of Green Banking and has reached out to both staff and customers, encouraging them to make sustainable choices and changes. Through this campaign, your Bank endeavours to green the offi ce spaces, reduce resource consumption, minimize carbon footprint and support environmental initiatives.
Reinforcement of Risk Management Adoption of Basel II The Bank has adopted New Capital Adequacy framework under Basel II with effect from March 31, 2009 for measurement and maintenance of capital adequacy. The New Capital Adequacy framework has enabled the Bank to allocate capital, based on risk sensitivity of respective assets. As a prudent measure, the Bank has been undertaking computation of capital requirement under Basel II since June 2006 under a parallel run. The Bank has implemented a highly sophisticated system to enable automated computation of capital requirements under Basel II. The system also supports adoption of advanced approaches under New Capital Adequacy framework for computation of capital charge towards Credit Risk, Market Risk and Operational Risk. As a part of the New Capital Adequacy framework, the Bank has implemented policy on Internal Capital Adequacy Assessment Process (ICAAP), which facilitates identi cation and measurement of other material risks (other than the risks covered under Pillar I). Credit Risk Management Credit Risk is managed both at Transaction level and at Portfolio level. The key objective of credit risk management is to achieve appropriate reward in relation to risks assumed, whilst maintaining credit quality within the de ned risk appetite. Various measures adopted by the Bank for managing credit risk are as under:

 Gauging credit risk at the time of credit approval by means of risk-rating models implemented for different segments of obligors; Credit Portfolio Management analysis to monitor credit quality, composition of its portfolios and concentration risk; Stress testing of credit portfolios to measure its shock-absorbing capacity and its impact on pro tability and capital adequacy; Measurement and monitoring of credit quality regularly by means of Weighted Average Credit Rating (WACR) of the portfolios; Prudential internal limits for assuming exposures on counterparties, industries, sectors, etc.; Monitoring of prescribed portfolio level limits regularly; Management of Bank Risk and Country Risk by setting exposure limits on the basis of risk pro le; and Assessing regularly the risks and controls at three different levels (Low, Medium and High) and also assessing the direction of risks and controls (Increasing, Stable and Decreasing). Market Risk Management Market Risk arises from changes in interest rates, exchange rates, equity prices and risk-related factors such as market volatilities. Market Risk is proactively managed and aligned with the Banks risk appetite. The Bank manages market risk in trading portfolios using a robust market risk management framework prescribed in its Market Risk Management policy. The framework includes monitoring of PV01 limits, Value-at-Risk (VaR) limits for Forex, Investments, Equity and Derivatives Portfolios, besides Stop-Loss limits, Exposure limits, Deal-size limits and various operational limits.

The Banks Market Risk Management Group functions independent of the Treasury function, and is responsible for: Creation and updating of comprehensive policies framework and implementation of methodologies for measurement and monitoring the market risks; Identi cation, measurement, monitoring, analysis and reporting of the market risks arising out of various trading portfolios; and Ensuring compliance with Banks Market Risk Management Policy and monitoring market risk exposures in line with risk limits set by the Board of Directors. The prime objective of the Banks trading activities is client facilitation and providing products / services at competitive prices. Further, the Bank also takes positions for proprietary activities. Financial instruments held in the Banks trading portfolios include debt securities, equities, foreign exchange currencies and derivative nancial instruments (forwards, swaps and options, etc.).

Interest Rate Risk in the Banking Book (IRRBB) Interest Rate Risk in the Banking Book arises from Banks non-trading activities in four principal forms, viz., (i) Repricing Risk; (ii) Optionality; (iii) Basis Risk; and (iv) Yield Curve Risk. From an economic perspective, it is the Banks policy to minimise the sensitivity to changes in interest rates on assets and liabilities. Interest rate risk is calculated on the basis of its repricing behaviour of each asset, liability and off balance sheet products. The Banks Assets and Liabilities Management Policy has laid down limits, as per its risk appetite, on the impact on NII for a change in interest rate.

Stress Testing Liquidity Risk The Bank performs stress tests regularly to simulate as to how the stressed events may impact its funding and liquidity position. The stress tests help the Bank to be better equipped to meet the stressed situations, if they arise, and to overcome them so that they do not pose a serious threat. Contingency Planning Contingency funding plans have been developed to anticipate and respond swiftly to approaching or actual material deterioration in market conditions. The Bank reviews its contingency plans in the light of evolving market conditions. The contingency funding plan covers available sources for contingent funding to supplement cash ow shortages, the roles and responsibilities of those involved in the contingency plans and the contingency triggers. Operational Risk Management Operational Risk is the potential for incurring loss due to failure of employees, technology, systems or processes, projects, disasters, external factors, frauds, etc, including legal and regulatory risk. Operational Risk occurs on account of fraud, human error, failed processes, inadequate systems, damage to physical assets, improper behaviour or external events. The Bank seeks to ensure that key operational risks are managed in a timely and effective manner through a framework of policies, procedures and tools to identify, assess, monitor, control and report such inherent risks in the Banks business. The Banks Risk Management Department provides necessary direction and undertakes meaningful initiatives for implementation of Operational Risk Management framework. The Operational Risk Framework comprises of policy guidelines, Risk & Control Self Assessment (RCSA), Loss Data Analysis, Key Risk Indicators (KRIs) and Risk Pro ling of branches.

Products launched by the Bank are vetted by the Operational Risk Management Committee (ORMC), which identi es the risks inherent in the products / processes and prescribes controls to mitigate such risks. The Bank has implemented a comprehensive Bank-wide Business Continuity Plan to ensure continuity of its critical functions during disruption / disaster situations. Systems Risk The Bank has taken various initiatives such as establishment of Disaster Recovery Site, IT Security framework, In-house Data Centre, Business Continuity Plan, etc, towards mitigation of systems risks. Asset Liability Management (ALM) The Banks ALM system supports effective management of liquidity risk and interest rate risk, covering 100% of its assets and liabilities. Liquidity Risk is managed through Structural Liquidity Gaps, Dynamic Liquidity position monitoring, Liquidity Ratios analysis, Behavioral Analysis of liabilities and assets and prudential limits for negative gaps in various time buckets. Interest Rate Sensitivity is monitored through prudential limits for Rate Sensitive Gaps and other risk parameters. Interest Rate Risk on Investment portfolios is monitored through Modi ed Duration on a daily basis. Optimum risk is assumed through duration, to balance between risk containment and pro t generation from market movements. Meetings of the Asset Liability Management Committee (ALCO) were convened frequently during the year, wherein analytical presentations were made providing detailed analysis of liquidity position, interest rate risks, product mix, business growth v/s budgets, interest rate outlook, which helped to review the business strategies regularly and undertake new initiatives. Interest

rate outlook projected in ALCO meetings have largely been in line with the actual interest rate trends. In order to adopt more advanced and sophisticated techniques of assets-liabilities management, the Bank has implemented a state-of-the-art ALM system. Meetings of ALCO are Chaired by the Managing Director & CEO. The other members of the Committee are the Chief Operating Of cer, Chief Risk Of cer, CFO, Heads of Business Units and Functional Heads. The ALCO meets at frequent intervals, and

Other cause-related activities: The Bank has also been extensively associated with cause-related socially responsible activities, e.g., working to help specialneed and underprivileged children. The Bank has helped in promoting Indian art and culture by patronising eminent musicians and dancers from across India. It has also taken initiative to improve the overall health and wellbeing of the employees by providing continual inputs on staying t. Other such activities which the Bank was associated with were employees participation in marathons, introduction of payroll scheme by contributing a part of employees salaries, etc.

Employees Stock Option Scheme The Bank had instituted an Employees Stock Option Scheme (ESOS) to enable its employees, including Whole-time Directors,

to participate in the future growth of the Bank. Under the Scheme, options which upon exercise or conversion could give rise to the issue of a number of shares not exceeding in the aggregate 7% of the issued equity capital of the Bank from time to time can be granted. The Employees Stock Option Scheme (ESOS) is in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The eligibility and number of options to be granted to an employee is determined on the basis of criteria laid down in the Scheme and is approved by the Compensation Committee of the Board of Directors. An aggregate of 1,69,02,000 options have been granted under the Scheme. Statutory disclosures as required by the revised SEBI Guidelines on ESOS are given in the Annexure to the Directors Report. Other Initiatives underway Quality Quality is a critical differentiator in a service industry, and the Bank has had the unique distinction of having had its entire branch network certi ed as compliant with ISO 9001:2000. However, with passage of time, it was necessary to move beyond this, and to embed quality in every aspect of the Banks activities. The Banks corporate ambition is to reposition itself as a Top 3 performer among new generation private sector banks in three years, measured by Pro tability, Productivity and Ef ciency.This calls for tripling of revenues in three years, and to meet this challenge, a six-pronged strategy was spelt out at the commencement of 2008-09. In tune with this strategy, it was decided to concentrate efforts initially on enhancing quality in a few select areas.

Teams with relevant skills have been working on each such project under the leadership of a Top Executive, and over time, this movement shall continue to cover all aspects of the Banks operations, products, people, the way of relating by employees with clients and colleagues, communication with the external environment, etc. The Bank has tied up with the Confederation of Indian Industry (CII)s Institute of Quality, Bangalore, for the implementation of a Quality Management Program. This initiative was kicked off with a series of workshops facilitated by CII-IQ faculty across the country, where managers were sensitized to the need for quality, and practised converting quality concepts into de nite action steps for regular implementation. Each team is working on speci c actions within its project brief, and progressively, new activities will be taken up as possibilities and payoffs from actions underway are exhausted. Shareholder satisfaction With a view to promoting transparency and promoting shareholder satisfaction, apart from frequent interaction by the Bank with the Registrar & Transfer Agent, steps have been taken to obtain contact details such as e-mail IDs, cell phone numbers and telephone numbers of all shareholders so as to communicate to shareholders information about developments in the Bank. This direct communication would be in addition to the regular dissemination of information through usual channels such as the Stock Exchanges, Press, etc. Going forward, the Banks shareholders shall receive best-of-class shareholder services and be the best informed about developments in the Bank. Information Technology

Information Technology has been an integral part of the Banks growth strategy since inception. The Bank leverages Information Technology for differentiation, innovation, process improvement and productivity. Value addition to customers and ef cient customer service have to be ensured at all times for customer acquisition and retention. Information Technology plays a major role in realizing of this goal. The Bank has always been at the forefront in deploying the latest, state-of-the-art technology. In recognition of this strategy, the Bank has been awarded the prestigious Technology Bank of the Year-2009 Award instituted by the Indian Banks Association. As part of IT Security governance, the Bank has enhanced its security infrastructure and has been certi ed for ISO 27001 (Information Security Management System) from BSI during the year. Earlier initiatives which are running smoothly include the robust infrastructure with fall-back communications links, Server and Storage Consolidation on AS/400 machine with Multiple Operating System deployment to reap bene ts of Virtualization and On-Demand Technologies, critical systems hosted at a certi ed data centre at Mumbai, comprehensive and robust Disaster Recovery Site (near Chennai) for Core Banking (running Mimix solution for on-line replication) and ATM Switch with annual drills, STP for RTGS and NEFT, SMS-based Mobile Banking, VISA Gold Card, Gift Card, Sunday Banking, 8to-8 banking, Contact Centre, etc.

Government & Specialized Accounts

Every business is a part of society and the business is responsible towards every element of the society, which may be called as various interest groups.These interest groups consist of owners, investors, employees, suppliers, customers, competitors,government and society. The social responsibility of business has to manifest not only in specific CSR initiatives, but also in the normal course of routine business functioning. We believe that corporate social responsibility is not only about direct action, but also by facilitating others who are carrying out this task, with a higher degree of focus and specialization. We extend our core competence and expertise in providing financial management solutions, to the non-profit organizations, who are doing a commendable job in their own field. We have specially designed our products to provide you hassle free banking, and liberate you from worrying about the financial transactions in your work. The accounts are designed for Trusts, Associations, Societies, Clubs and NGOs, and are of four types : Indus LBO Indus TASC Indus TASC Prime Indus FCRA

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Government & Specialized Accounts

Indus TASC Indus Prime Indus LBO Indus Escrow

Indus TASC

o o o o o o o o o o o

The exclusive Indus TASC Account is a specially designed value-added Savings Account for non-profit organisations like Trusts, Associations, Societies, Clubs and NGOs. The offer also covers Educational Institutions, Trade & Professional Associations, Charitable Hospitals and NGOs Features: Average quarterly balance of Rs. 10,000/Savings interest rate of 5.5% pa for Daily Balances upto Rs.1 lac, and 6% pa for Daily Balances above Rs.1 lac Free Anywhere Banking Free Multi-City Cheque (At Par) Facility Unlimited Transactions, Unlimited Fund Transfer Free Demand Drafts Avail Electronic Banking for your convenience Get your money organized through Indus Collect Avail Free Collection Services Get account statement on your email daily FCRA Account benefits with this account

o o

Special features: Investment opportunities like never before Multiply your returns by earning FD interest. Our investment councilors will help you select the best mutual fund according to your needs. Facilities offeredDocumentation Facilities offered Who can open accounts under TASC ( Trusts, Associations, Societies and Clubs) category ? Trusts : Organization, which acts as a fiduciary, trustee or agent, for individuals and businesses, in the administration of trust funds, estates and custodial arrangements. Association : An organized body of people who have an interest, activity, or purpose in common; a society. Society : An extended social group having a distinctive cultural and economic organization Club:A formal association of people with similar interests. Society : The offer also covers Educational Institutions, Trade and Professional Associations, Charitable Hospitals and NGOs.

o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o

Facilities offered by us : Savings/ current accounts and term deposits. A dedicated relationship manager Web-based facilities for remittance of funds. Web-based facilities for receipt of donations online, with our payment gateways. Constituent Subsidiary General Ledger ( CSGL accounts ), for trading in G-Secs. FCRA accounts for receipt of foreign contributions, for organizations approved by Ministry of Home Affairs. Demat accounts for trading in the stock market. Overdraft against fixed deposits. Investment advice. Personalized service. Free services offered by us : Collection of cheques drawn on centers where we have branches. Demand drafts on branches drawn on our centers. Free RTGS/ NEFT/ ECS facilities. Free online RTGS, which can be done from your desk. Internet banking Quarterly statements Email statements One free chequebook per quarter. ATM usage. Branch transactions. Payment of utility bills. Contact center Balance enquiry through ATM. Mobile alerts. Replacement charges for ATM/ Debit cards. POS transactions (Debit card swipe) Issuance of annual TDS certificates. Other benefits : Competitive rates on conversion of foreign currency. Competitive rates on G-Sec transactions. Concessions in transaction and service charges.

CORPORATE GOVERNANCE Certi cate on Compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement To the members of IndusInd Bank Ltd.: We have examined the compliance of conditions of Corporate Governance by INDUSIND BANK LTD. (the Bank) for the year ended on 31st March 2010 as stipulated in Clause 49 of the Listing Agreement of the said 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 compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the nancial 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 the 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 the future viability of the Bank nor the ef ciency or effectiveness with which the management has conducted the affairs of the Bank. For Bhandari & Associates Company Secretaries S. N. Bhandari Proprietor Mumbai, May 10, 2010 C. P. 366 Certi cation by the Chief Financial Of cer and the Managing Director In terms of the revised Clause 49 of the Listing Agreement, the Certi cation by the Managing Director & CEO and the Chief

Financial Of cer of the Bank, on the nancial statements and the internal controls relating to nancial reporting has been obtained and submitted to the Board. The Banks Philosophy on the Code of Corporate Governance The Bank believes that consistent implementation of good Corporate Governance practices contributes towards sustaining and developing the the business of the Bank. The management structure and systems which have been evolved, allow suf cient freedom to the Board and the Management to make decisions and take actions in pursuit of the growth objectives of the Bank, whilst remaining with the framework of effective accountability and regulatory compliances. To maintain high standards of good Corporate Governance, The Directors have formed various Committees of the Board. The Committees meet regularly to achieve their speci c objectives. The Bank is committed to operate on commercial principles ensuring, at the same time, the need to remain accountable, transparent and responsive to its stakeholders. The Bank acknowledges the need to uphold the integrity of every transaction it enters into and believes that honesty and integrity in its internal conduct would be judged by its external behaviour. In this context, The Directors have adopted a Code of Conduct for Directors and Senior Management. This Code attempts to set forth the guiding principles on which the Bank shall operate and co nduct its daily business with its multitudinous stakeholders, government and regulatory agencies, media, and anyone else with whom it is connected. Code of Conduct for Directors and Senior Management The Board of Directors has laid down a Code of Conduct for all Board Members and Senior Management 1

of the Bank. The said code has been uploaded on the Banks website (www.indusind.com) under the head Investor Relations Code of Conduct. Declaration by the Managing Director: All members of the Board and Senior Management have af rmed to the Board, of having complied with the Code of Conduct during the year ended March 31, 2010 and no violation of the Code of Conduct has been reported during the year. 1 For this purpose, the term Senior Management means personnel of the Bank who are members of its Core Management Team, excluding Board of Directors. This comprises members of management who are of the level of functional heads.

CSR INITIATIVES

Mumbai, December 18, 2009: IndusInd Bank Ltd inaugurated Mumbais first solar-powered ATM as part of its Green Office Project campaign Hum aur Hariyali. It also unveiled a Green Office Manual A Guide to Sustainable Practices, prepared in association with the Centre for Environmental Research and Education (CERE). IndusInd Bank has a comprehensive plan to reduce its carbon footprint. Some of the initiatives being undertaken under this plan are solar-powered ATMs, thin computing, e-archiving, e-learning, e-waste management, paperless fax, energy conservation, CNG cars and also supporting finance programs with

incentives to go green. Explaining the rationale behind the Hum aur Hariyali campaign, Mr. Romesh Sobti, MD & CEO of IndusInd Bank said, At IndusInd, we believe that corporate success is intrinsically linked with the environment. Subjects like sustainable development, social responsibility and climate change are fast becoming part of the corporate vocabulary and IndusInd is at the forefront of this change in the Indian banking sector. Green Banking is our mission today and we have diligently worked towards spreading the word in our office corridors and in the corridors of finance. IndusInds new Solar ATM replaces the use of conventional energy for 8 hours per day with eco friendly and renewable solar energy. The energy saved will be 1980 kW hrs every year and will be accompanied by a simultaneous reduction in CO2 emissions by 1942 Kgs. The uniqueness of this solar ATM is the ability to store and transmit power on demand (incase of power failure) or need (time basis). In terms of costs, the savings will be substantial, approximately Rs. 20,000 per year in case of a commercial user with grid power supply. And in areas with erratic power supply the solar will replace diesel generators and translate into savings as high as Rs. 40,200 every year. Dr. Rashneh Pardiwala, Director and Founder of CERE, says, This is a unique model where innovation in science and technology is being encouraged by a large corporation to help environmental organisations address the challenges posed by Climate Change and spread awareness about sustainable development.

Green Initiatives

The goal of the Green Banking Project is to promote sustainable business practices to offset the effects of climate change through energy and resource conservation, while protecting the environment for future generations. As part of the project, the Bank had launched Hum aur Hariyali campaign under which a number of green initiatives

have been taken:

Key Initiatives at IndusInd to reduce Carbon Footprint

Thin computing at Karapakkam PCs are replaced using diskless workstations resulting in power savings of over 60%. Thin Computing delivers the productivity people need, at a lower cost than traditional methods, all without compromising on security or manageability. Analysts agree that this approach improves the reliability and security of information, dramatically lowers IT costs, reduces energy consumption, and is far better for the environment. Yet Thin Computing still provides the access to applications and data that people need in order to move the business forward, all the while improving on the security, reliability, and availability of PCs.

Introduction of Paperless Fax A shift has been made to receive faxes as soft copies instead of on paper. This initiative has been introduced in many departments and has reduced usage by 50,000 sheets of paper over a period of 6 months only in the Corporate office which has resulted in substantial savings in both paper usage and energy consumption.

Document Management System and Workflow - A comprehensive document management and workflow system branded IworkS has been introduced through adoption of Business Process Management (BPM) tools and techniques. In this system the documents are scanned at the branch or hub itself. The central processing unit then works on the scanned copy of the documents, scrutinizes them and proceeds

to open the accounts. Apart from improved efficiency, better process control and improved customer service, the original documents can be stored at low cost locations. This has resulted in savings of 60 % of the costs on premises besides improving efficiency as lesser time is spent in finding and retrieving documents. IWorkS eliminates the need to keep photocopies of various documents. The introduction of IWorkS application has saved approximately 13,30,000 sheets for photocopying , 2,60,000 sheets for Checklist besides the toner cost associated with it. This has also lead to an increase in printer life and has resulted in substantial costs in physical storage as well. Solar ATM: With the commencement of the Green Banking Initiative in the Bank, one of the key deliverables was enabling the ATM and signages with Solar energy. IndusInds new Solar ATM at Opera house is a first of its kind in India and a revolutionary concept in Green Banking. Autonics Solar UPS replaces the conventional use of fossil fuel in the form of diesel generators with eco friendly and renewable solar energy. The system operates on real time and has two levels of operation- Timer Based (switch to solar UPS on timer operation) and Trigger based (in case of power failure the system will switch to UPS). The system will also have alarms or alerts to indicate when the battery is low and a signal indicating the start of the Generator and the ability to start the generator using AMF or similar devices. The Solar ATM at Opera House uses photovoltaic cells mounted on the roof of the building. These cells convert sunlight into electricity and this clean and renewable form of energy is used to power the ATM. The Solar UPS generate approx 5926.4 watts, or 6 units of power. The energy saved will be 1980 KW hrs per annum and will result in the reduction of

CO2 by 1942 Kgs per year. In terms of costs, the Savings will be approximately be Rs.60.00/day in case of a commercial user with grid power supply and Rs.120.00 in case of solar energy substituting diesel generator. This will translate to Rs.20100.00 savings per annum using grid or Rs.40,200.00 for diesel generators. Employee Awareness/ Outreach programmes

The aim of the Green Banking project is primarily to increase awareness about environmental issues for the staff and through this awareness, achieve the goal of Sustainable Development. The Green Banking Project was spear headed by a group of Green Champions who were chosen from among the employees. The Green Champions were first empowered through a series of workshops and then they became the drivers of the Green Banking Project .The premise of the initiative was that Going green is not only about protecting trees but about altering behaviour. The on-going awareness initiatives in terms of workshops, film screenings and field trips have encouraged the employees to put in practice various initiatives in terms of resource reduction, energy conservation and waste management and they have set a standard for Green Banking across the country.

IndusInd goes green: saves water, observes Earth Hour

As part of its Corporate Social Responsibility (CSR) initiatives, IndusInd Bank disseminated a series of informative EDMs to all IndusIndians to create awareness on the perils of depletion of safe potable water on the occasion of World Water Day, March 21, 2012

IndusInd Bank associated with he World Wildlife Fund (WWF) and observed Earth Hour on March 31, 2012 across all its branches. Signages were switched off for an hour between 8.30 pm till 9.30 pm. Employees were also encouraged to commute by public transport and practical energy tips were shared across all IndusIndians

Other Key Initiatives Green data centre at Indiabulls Replacement of CRT monitors with LCD which results in 50% power savings. The target is 500 monitors this year Desktops PCs configured in standby mode during periods of inactivity. Desktop video conferencing using this top management can hold virtual meeting instead of physical meetings reducing travel considerably. Disposal of computer hardware after contents are destroyed (technically called degaussing) to agencies which recycle the plastic recovered from the tapes Commenced the usage of A4 bagasse paper at all our Mumbai branches and Corporate Office. Shortly it will be rolled out to other locations. Advantage economical in terms of costings over normal paper and it is eco-friendly E-learning this will replace classroom learning avoiding the need for physical presence of the participants. Also the trainees can undergo the courses at their time and convenience Server virtualisation - In virtualisation a single server can host multiple applications instead of the usual 1 server per applications. A consolidation ratio of 6:1 is targeted and power savings both for operating and cooling of over 75% Switched over to cleaner fuels like CNG /LPG factory fitted Cars. Over a period of 6 months, most of the new buys are CNG enabled vehicles. Moreover, vehicles over 4 years approximately 30% of our owned vehicles will be changed to CNG/ LPG this year. All the premises are now shifted to using CFL bulbs. This way the Bank is making an impact on optimum utilisation of resources relating to energy, paper and travel.