July 9, 2020...July 9, 2020 The Manager Corporate Relationship, Bombay Stock Exchange Limited, 1st...

July 9, 2020

The Manager Corporate Relationship, Bombay Stock Exchange Limited, 1st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

The Manager National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051.

Dear Sir,

Pursuant to relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the Annual Report FY 2019-20 and the Notice of the Thirty Fifth Annual General Meeting of the Bank.

The same will be made available on the Bank's website at www.kotak.com

Kindly take the above on record.

Yours faithfully, Kotak Mahindra Bank Limited

Bina Chandarana Joint President & Company Secretary

Kotak Mahindra Bank Ltd. CIN: L65110MH1985PLC038137

Registered Office: 27 BKC, C 27, G Block, Bandra Kurla Complex, T +91 22 61660001

Bandra (E), Mumbai 400051, www.kotak.com

Maharashtra, India.

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NoticeNOTICE is hereby given that the Thirty Fifth Annual General Meeting of Kotak Mahindra Bank Limited (Bank) will be held on Tuesday, 18th August 2020, at 3.00 p.m. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), the venue of the meeting shall be deemed to be the Registered Office of the Bank at 27BKC, C 27, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 to transact the following business:

1. To consider and adopt:

a) the audited financial statements of the Bank for the financial year ended 31st March 2020 and the Reports of the Board of Directors and the Auditors thereon; and

b) the audited consolidated financial statements of the Bank for the financial year ended 31st March 2020 and the Report of the Auditors thereon.

2. To appoint a Director in place of Mr. Dipak Gupta (DIN: 00004771) who retires by rotation and, being eligible, offers himself for re-appointment, subject to approval of the Reserve Bank of India.

3. To confirm payment of interim dividend on preference shares

SPECIAL BUSINESS:4. To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED that pursuant to Section 35-B and other applicable provisions, if any, of the Banking Regulation Act, 1949 or any amendments thereto or any modification or statutory re-enactment(s) thereof, applicable provisions of the Companies Act, 2013 or any amendments thereto or any modification or statutory re-enactment(s) thereof and subject to the approvals, as may be necessary from the Reserve Bank of India and other concerned authorities or bodies and subject to conditions as may be prescribed by any of them while granting such approvals, the approval of the members of the Bank be and is hereby accorded for the re-appointment of Mr. Prakash Apte (DIN: 00196106) as part-time Chairman of the Bank from 1st January 2021 till 31st December 2023, on the terms of remuneration to be fixed by the Board of Directors of the Bank, on an annual basis such that the remuneration does not exceed ` 36 lakh per annum at any given time.”

“RESOLVED FURTHER that in case of absence or inadequacy of profit in any financial year, the aforesaid remuneration be paid to Mr. Apte as minimum remuneration.”

“RESOLVED FURTHER that the Board be and is hereby authorized to do all such acts, deeds and things and to execute any agreements, documents or instructions as may be required to give effect to this resolution.”

5. To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 35-B and other applicable provisions, if any, of the Banking Regulation Act, 1949 or any amendments thereto or any modification or statutory re-enactment(s) thereof, applicable provisions of the Companies Act, 2013 or any amendments thereto or any modification or statutory re-enactment(s) thereof, and subject to the approvals, as may be necessary from the Reserve Bank of India (the “RBI”) and other concerned authorities or regulatory bodies and subject to conditions as may be prescribed by such authorities or regulatory bodies while granting such approvals, the approval of the members of the Bank be and is hereby accorded for the re-appointment of Mr. Uday S. Kotak (DIN: 00007467) as Managing Director & CEO for the period from 1st January 2021 to 31st December 2023, on the following terms of remuneration:

Basic Salary Upto ` 30 lakhs per month

Performance bonus As may be decided by the Board of Directors, subject to approval of RBI.

Allowances towards driver wages, furnishings, gas, electricity, water, servants, gardener, entertainment.

Up to ` 50 lakhs per annum

Perquisites

a. Housing Accommodation Fully furnished leased accommodation or House Rent Allowance

b. Car Use of Bank’s car for official and private purposes

c. Medical Reimbursement As per the Bank’s rules applicable to employees of the Bank, subject to maximum of ` 10 lakhs per annum.

Provident Fund/Gratuity/Superannuation or allowance thereof As per the Bank’s rules applicable to employees of the Bank.

Leave Travel Allowance Up to ` 10 lakhs per annum

2 Annual Report 2019-20

Other benefits towards club fees for subscription to 2 clubs, health insurance, leave.

As per the Bank’s rules applicable to employees of the Bank.

“RESOLVED FURTHER that the Board of Directors (hereinafter referred to as the “Board”, which term shall include any Committee which the Board of Directors of the Bank may have constituted or may thereafter constitute and delegate with the powers necessary for the purpose) of the Bank be and is hereby authorized to fix the actual amount of remuneration and perquisites, payable or to be provided to Mr. Uday Kotak and vary or increase the same from time to time, within the limits approved by the members, to the extent the Board may consider appropriate and as may be permitted or authorised by RBI on an application made by the Bank.

“RESOLVED FURTHER that in case of absence or inadequacy of profits in any financial year, the aforesaid remuneration shall be paid to Mr. Kotak as minimum remuneration.

“AND RESOLVED FURTHER that the Board be and is hereby authorised to do all such acts, deeds and things and to execute any agreements, documents or instructions as may be required to give effect to this resolution.”

6. To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 35-B and other applicable provisions, if any, of the Banking Regulation Act, 1949 or any amendments thereto or any modification or statutory re-enactment(s) thereof, applicable provisions of the Companies Act, 2013 or any amendments thereto or any modification or statutory re-enactment(s) thereof, and subject to the approvals, as may be necessary from the Reserve Bank of India (the “RBI”) and other concerned authorities or regulatory bodies and subject to conditions as may be prescribed by such authorities or regulatory bodies while granting such approvals, the approval of the members of the Bank be and is hereby accorded for the re-appointment of Mr. Dipak Gupta (DIN: 00004771) as Whole–time Director of the Bank designated as Joint Managing Director for the period from 1st January 2021 to 31st December 2023, on the following terms of remuneration:

Basic Salary Up to ` 30 lakhs per month

Performance bonus As may be decided by the Board of Directors, subject to approval of RBI


Up to 50 lakhs per annum

Perquisites


b. Car Use of the Bank’s car for official and private purposes.


Provident Fund/ Gratuity/ Superannuation or allowance thereof As per the Bank’s rules applicable to employees of the Bank.

Leave Travel Allowance Up to ` 10 lakh per annum



Employee Stock options As may be granted by Nomination & Remuneration Committee.

“RESOLVED FURTHER that the Board of Directors (hereinafter referred to as the “Board”, which term shall include any Committee which the Board of Directors of the Bank may have constituted or may thereafter constitute and delegate with the powers necessary for the purpose) of the Bank be and is hereby authorized to fix the actual amount of remuneration and perquisites, payable or to be provided to Mr. Dipak Gupta and vary or increase the same from time to time, within the limits approved by the members, to the extent the Board may consider appropriate and as may be permitted or authorised by RBI on an application made by the Bank.

“RESOLVED FURTHER that Mr. Gupta shall be subject to retirement by rotation during his tenure as Whole-time Director.

“RESOLVED FURTHER that in case of absence or inadequacy of profits in any financial year, the aforesaid remuneration shall be paid to Mr. Gupta as minimum remuneration.

“AND RESOLVED FURTHER that the Board be and is hereby authorised to do all such acts, deeds and things and to execute any agreements, documents or instructions as may be required to give effect to this resolution.”

7. To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED that pursuant to the relevant provisions of the Memorandum and Articles of Association of the Bank, the provisions of Section 42 and other applicable provisions of the Companies Act, 2013, and any rules, guidelines or circulars issued thereunder, including the Companies (Prospectus and Allotment of Securities) Rules, 2014, the applicable provisions of the Banking Regulation Act, 1949, (including any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the rules, guidelines and circulars issued by the Reserve Bank of India from time to time and such other rules and regulations as may be applicable and, the consent

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of the Members of the Bank be and is hereby accorded to borrowings/ raising of funds by the Board of Directors of the Bank (“Board”) by way of issue of redeemable securities in the nature of unsecured non-convertible debentures/ bonds/ other debt securities, in Indian/ foreign currencies in the domestic and/ or overseas markets, in one or more tranches, for an amount up to ` 5,000 crore (Rupees Five Thousand Crore Only), for its general corporate purposes within the overall borrowing limits of the Bank, on a private placement basis in one or more tranches and series, as per the structure and on such terms and conditions as may be determined, from time to time, by the Board.”

“RESOLVED FURTHER that the Board (including any Committee thereof) and any other person duly authorised by the Board be and is hereby severally authorised to do all such acts, matters, deeds and things and give such directions as may be deemed necessary or expedient in connection with or incidental to give effect to the above resolution, including but not limited to filing of necessary forms with the Registrar of Companies and to comply with all other requirements in this regard.”

NOTESIn view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Bank is being held through VC / OAVM.

A. VOTING THROUGH ELECTRONIC MEANS

i) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by National Securities Depositories Limited (“NSDL”), on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below.

ii) The remote e-voting period commences on Friday, 14th August, 2020 (9.00 a.m. IST) and ends on Monday, 17th August, 2020 (5.00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Tuesday, 11th August, 2020 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

iii) The Board of Directors has appointed Ms. Rupal D. Jhaveri, (FCS Membership No.5441 and Certificate of Practice No. 4225), Practicing Company Secretary and in her absence Ms. Sadhana Yadav, (FCS Membership No.27559 and Certificate of Practice No. 16932), Practicing Company Secretary & Partner in RJSY & Associates as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

iv) The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

v) The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Bank as on the cut-off date Tuesday, 11th August 2020, subject to applicable laws. Further, the promoters’ voting rights in the Bank are capped at 15% of paid-up voting equity share capital.

vi) Any person, who acquires shares of the Bank and becomes a Member of the Bank after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

vii) The details of the process and manner for remote e-voting are explained herein below:

Step 1: Log-in to NSDL e-voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-voting system.

Details on Step 1 are mentioned below:

How to Log-in to NSDL e-voting website?

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under “Shareholders/Members” section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

https://www.evoting.nsdl.com/https://www.evoting. nsdl.com/


Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical

Your User ID is:

A) For Members who hold shares in Demat account with NSDL.

8 Character DP ID followed by 8Digit Client IDFor example, if your DP IDis IN300*** and Client ID is12****** then your user ID isIN300***12******

B) For Members who hold shares in Demat account with CDSL.

16 Digit Beneficiary IDFor example, if your BeneficiaryID is 12************** then youruser ID is 12**************

c) For Members holding shares in Physical Form. EVEN Number followed by FolioNumber registered with the BankFor example, if EVEN is 123456and folio number is 001*** thenuser ID is 123456001***

5. Your password details are given below:

a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

i) If your email ID is registered in your demat account or with the Bank, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL in your mailbox from [email protected]. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

ii) In case you have not registered your email address with the Bank / Depository, please follow instructions mentioned below in this notice.

6. If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:

a) Click on “Forgot User Details/Password?”

(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

d) Members can also use the one-time password (OTP) based login for casting the votes on the e-Voting system of NSDL.

7. After entering your password, click on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-voting will open. Details on Step 2 are mentioned below:

https://eservices.nsdl.com/www.evoting.nsdl.comwww.evoting.nsdl.comwww.evoting.nsdl.com

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How to cast your vote electronically on NSDL e-voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-voting. Click on e-voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of the Company, which is (enter correct EVEN).

4. Now you are ready for e-voting as the Voting page opens

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

viii) During the AGM, the Chairman shall, after response to the questions raised by the Members in advance or as a speaker at the AGM, formally propose to the Members participating through VC/OAVM Facility to vote on the resolutions as set out in the Notice of the AGM and announce the start of the casting of vote through the e-Voting system. After the Members participating through VC/OAVM Facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be closed with the formal announcement of closure of the AGM.

ix) Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Bank. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

x) Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

General Guidelines for shareholders

1. Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc., with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to [email protected] with a copy marked to [email protected]

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on https://www.evoting.nsdl.com to reset the password.

3. In case of any queries relating to e-voting you may refer to the FAQs for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected].

In case of any grievances connected with facility for e-voting, please contact

Mr. Amit Vishal, Senior Manager, NSDL,

4th Floor, ‘A’ Wing, Trade World,

Kamala Mills Compound, Senapati Bapat Marg,

Lower Parel, Mumbai 400 013.

Email: [email protected]/[email protected]

Tel: 91 22 2499 4360

https://www.evoting.nsdl.comhttps://www.evoting.nsdl.comhttps://www.evoting.nsdl.com


Process for registration of email id for obtaining Annual Report and user id/password for e-voting and updation of bank account mandate for receipt of dividend:

Physical Holding Send a request to the Registrar and Transfer Agents of the Bank, KFintech at [email protected] providing Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) for registering email address.

Following additional details need to be provided in case of updating Bank Account Details:

a) Name and Branch of the Bank in which you wish to receive the dividend,

b) the Bank Account type,

c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions

d) 9 digit MICR Code Number, and

e) 11 digit IFSC Code

f) a scanned copy of the cancelled cheque bearing the name of the first shareholder.

Demat Holding Please contact your Depository Participant (DP) and register your email address and bank accountdetails in your demat account, as per the process advised by your DP.

B. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER:

1) Members will be able to attend the AGM through VC / OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com by using their remote e-voting login credentials and selecting the link provided against the EVEN for Company’s AGM.

2) Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL.

3) Facility of joining the AGM through VC / OAVM shall open 30 minutes before the time scheduled for the AGM and will be available for Members on first come first served basis.

4) Members may note that the VC/OAVM Facility, provided by NSDL, allows participation of atleast 1,000 Members on a on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the AGM without any restriction on account of first-come-first-served principle.

5) Members who need assistance before or during the AGM, can contact NSDL on [email protected]/ 1800-222-990 or contact Mr. Amit Vishal, Senior Manager– NSDL at [email protected]/ 022-2499 4360/ or Ms. Pallavi Mhatre, Manager - NSDL at [email protected]/ 022-2499 4545

6) Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] from 12th August 2020 (9.00 a.m. IST) to 14th August 2020 (5.00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Bank reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

7) Members can submit questions in advance concerning the resolutions to be considered at the AGM, from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number to [email protected], to be received on or before 14th August 2020.

8) In line with the MCA Circulars and SEBI Circular, the Notice of the AGM will be available on the website of the Bank at www.kotak.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited respectively and also on the website of NSDL at www.evoting.nsdl.com.

https://www.evoting.nsdl.comhttps://www.evoting.nsdl.comkotakagm.queries@kotak.comwww.kotak.comwww.kotak.comwww.evoting.nsdl.com

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9) Only those Members, who will be present in the AGM through VC/OAVM Facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

10) The Members who have cast their vote by remote e-Voting prior to the AGM may also participate in the AGM through VC/ OAVM Facility but shall not be entitled to cast their vote again.

C. OTHER INSTRUCTIONS:

1) The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

2) The result declared along with the Scrutinizer’s Report shall be placed on the Bank’s website www.kotak.com and on the website of NSDL https://www.evoting.nsdl.com immediately. The Bank shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Bank are listed.

D. GENERAL

1) The relevant Statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts concerning the Item Nos. 4 to 7 of the Notice dated 30th June 2020 is annexed hereto.

2) All correspondence regarding shares of the Bank should be addressed to the Bank’s Registrar and Transfer Agent, KFin Technologies Private Limited, Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032.

3) Members may avail of the facility for making nominations in respect of the shares held by them. All rights of transfer and/or to amounts payable in respect of the shares shall vest in the nominee in the event of the death of the shareholder. A minor may be a nominee provided that the name of the guardian is mentioned in the Nomination form. The facility of nomination is not available to non-individual members such as bodies corporate, kartas of Hindu Undivided Families, partnership firms, societies, trusts and holders of Power of Attorney.

4) All the documents referred to in the accompanying Notice shall be available for inspection through electronic mode, on the website of the Bank at www.kotak.com.

5) During the AGM, the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, and the Certificate from Auditors of the Bank certifying that the ESOP Schemes of the Bank are being implemented in accordance with, the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 shall be available for inspection upon login at NSDL e-voting system at https://www.evoting.nsdl.com/. The same would also be available on the website of the Bank at www.kotak.com.

6) A brief profile of all the Directors of the Bank including profile of Directors seeking appointment/reappointment and as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is given in the Report on the Corporate Governance.

7) The Securities and Exchange Board of India (SEBI) vide its circular dated 20th April, 2018 has mandated registration of Permanent Account Number (PAN) and Bank Account Details for all securities holders. Members holding shares in physical form are therefore, requested to submit their PAN and Bank Account Details to KFintech / Bank by sending a duly signed letter along with self-attested copy of PAN Card and original cancelled cheque. The original cancelled cheque should bear the name of the Member. In the alternative Members are requested to submit a copy of bank passbook / statement attested by the bank. Members holding shares in demat form are requested to submit the aforesaid information to their respective Depository Participant.

8) The Members are requested to register their e-mail ID or new e-mail ID (if there is any change in email ID which has already been registered with the Depository Participant / Bank), with the Depository Participant (for shares held in demat form) or Bank (for shares held in physical form).

www.kotak.comhttps://www.evoting.nsdl.comwww.kotak.comhttps://www.evoting.nsdl.com/www.kotak.com


9) SEBI vide its Notification dated June 8, 2018 and further amendment vide its Notification dated November 30, 2018, prescribed that the requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019 unless the securities are held in the dematerialised form with the depositories. Therefore, the Members holding shares in physical form are requested to take action to dematerialise the equity shares of the Bank promptly.

10) Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

By Order of the Board of Directors

Bina ChandaranaJoint President & Company Secretary

Place: Mumbai Date: 30th June 2020

Registered Office:27 BKC, C 27, G Block,Bandra Kurla Complex,Bandra (E), Mumbai – 400 051CIN: L65110MH1985PLC038137

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STATEMENT SETTING OUT MATERIAL FACTS CONCERNING ITEMS OF SPECIAL BUSINESS:

In terms of Section 102 of the Companies Act, 2013, the following statement sets out all the material facts relating to Item Nos. 4 to 7 of the Notice dated 30th June 2020.

ITEM NO. 4Based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 28th April 2018, the Board of Directors of the Bank on 30th April 2018 had accorded its approval subject to the approval, of the shareholders, the Reserve Bank of India (RBI) and other concerned authorities or bodies for the appointment of Mr. Prakash Apte as part-time Chairman of the Bank with effect from 20th July 2018 till 31st December 2020.

The shareholders at the Annual General Meeting held on 19th July 2018 had approved the appointment of Mr. Apte as the Part-time Chairman of the Bank for a period from 20th July 2018 till 31st December 2020.

Mr. Prakash Apte, B.E. (Mechanical), aged 66 years, served as Managing Director of Syngenta India Ltd (SIL), agricultural business company in India, until April, 2011. SIL is a subsidiary of Syngenta Group one of the largest research based agribusiness across the world. Since May, 2011, he has been the non-executive Chairman of Syngenta India Limited. He was instrumental in setting up the Syngenta Foundation India which focuses on providing knowledge and support for adopting scientific growing systems to resource poor farmers and enabling their access to market.

Mr. Apte has considerable experience in agricultural sector. In a career spanning over 36 years, he has extensive experience in various areas of management and business leadership. During more than 16 years of successful leadership experience in agriculture business, he has gained diverse knowledge in various aspects of businesses and has been involved with many initiatives for technology, knowledge and skills upgradation in this sector, which is vital for India’s food security.

Mr. Apte, has been on the Board of the Bank since 2011 as a non-executive Independent Director. He is also on the board of Kotak Mahindra Life Insurance Company Limited. He is a member of Audit Committee, Committee on Frauds, Nomination & Remuneration Committee, Review Committee for classification and declaration of borrowers as wilful defaulters, Risk Management Committee of the Bank.

His association with the Board of the Bank and also his enormous experience in the corporate sector as executive and Board member will be of immense value to the Bank in his capacity as non-executive part-time chairman.

Based on the recommendation of the Nomination and Remuneration Committee on 7th May, 2020 and performance evaluation, the Board of Directors of the Bank on 13th May 2020 had accorded its consent, subject to the approval, of the shareholders, RBI and other concerned authorities or bodies for the re-appointment of Mr. Prakash Apte as part-time Chairman of the Bank with effect from 1st January 2021 till 31st December 2023.

The Resolution at Item No. 4 seeks to obtain the Members’ approval to re-appoint Mr. Prakash Apte as the part-time Chairman with effect from 1st January 2021 till 31st December 2023, on the terms of remuneration as indicated in the said Resolution of the Notice, subject to the approval of the Reserve Bank of India (RBI) and such other concerned authorities, if necessary.

In terms of provisions of Section 149(9) read with Section 197(5) of the Companies Act, 2013, a director is entitled to receive remuneration as may be decided by the Board in addition to sitting fees and profit based commission. Further, in terms of Section 46 of the Companies (Amendment) Act, 2017 (i.e. Section 149 of the Companies Act, 2013) which was notified with effect from 7th May, 2018, payment of remuneration to the Independent Director is not construed as having pecuniary relationship with the company.

Accordingly, it is proposed to pay remuneration to Mr. Apte on an annual basis not exceeding Rs. 36 lakh per annum as may be fixed by the Board of Directors of the Bank, from time to time and subject to approval of RBI. The Articles of Association of the Bank permits payment of such remuneration subject to the approval of the RBI.

The Directors recommend the Resolution at Item No. 4 for the approval of the Members.

Mr. Apte and his relatives may be deemed to be concerned or interested in the Resolution relating to his appointment and remuneration. None of the other Directors, Key Managerial Personnel of the Bank or their relatives is interested in the said Resolution.

ITEM NO. 5At the Annual General Meeting of the Bank held on 20th July 2017, the Members had accorded their consent for the re-appointment and remuneration of Mr. Uday Kotak as Managing Director & CEO, for a period from 1st January 2018 to 31st December 2020. The Reserve Bank of India (“RBI”), vide its letter dated 14th December 2017 had approved the re-appointment of Mr. Kotak as Managing Director & CEO up to 31st December 2020.

Based on the recommendation of the Nomination and Remuneration Committee on 7th May 2020, the Board of Directors of the Bank on 13th May 2020 had accorded its consent, subject to the approval, of the shareholders, the Reserve Bank of India (RBI) and other concerned authorities or bodies for the re-appointment of Mr. Uday Kotak as Managing Director & CEO of the Bank with effect from 1st January 2021 till 31st December 2023.


The Resolution at Item No. 5 seeks to obtain the Members’ approval for the re-appointment of Mr. Uday Kotak for the period from 1st January 2021 to 31st December 2023, on the following terms of remuneration, subject to approval of the RBI:

Basic Salary Upto ` 30 lakhs per month

Performance bonus As may be decided by the Board of Directors, subject to approval of RBI.


Up to ` 50 lakhs per annum

Perquisites


b. Car Use of Bank’s car for official and private purposes


Provident Fund/Gratuity/Superannuation or allowance thereof As per the Bank’s rules applicable to employees of the Bank.

Leave Travel Allowance Up to ` 10 lakhs per annum




Mr. Uday Kotak and his relatives may be deemed to be concerned or interested in the Resolution relating to his re-appointment and remuneration. None of the other Directors, Key Managerial Personnel of the Bank or their relatives is interested in the resolution.

ITEM NO. 6At the Annual General Meeting of the Bank held on 20th July 2017, the Members had accorded their consent for the re-appointment and remuneration of Mr. Dipak Gupta as Whole-time Director designated as Joint Managing Director, for a period from 1st January 2018 to 31st December 2020. The Reserve Bank of India (“RBI”), vide its letter dated 14th December 2017 had approved the re-appointment of Mr. Gupta as Joint Managing Director up to 31st December 2020.

Based on the recommendation of the Nomination and Remuneration Committee on 7th May 2020, the Board of Directors of the Bank on 13th May 2020 had accorded its consent, subject to the approval of the shareholders, the Reserve Bank of India (RBI) and other concerned authorities or bodies for the re-appointment of Mr. Dipak Gupta as Joint Managing Director of the Bank with effect from 1st January 2021 till 31st December 2023.

The Resolution at Item No. 6 seeks to obtain the Members’ approval for the re-appointment of Mr. Dipak Gupta for the period from 1st January 2021 to 31st December 2023, on the following terms of remuneration, subject to approval of the RBI:

Basic Salary Up to ` 30 lakhs per month

Performance bonus As may be decided by the Board of Directors, subject to approval of RBI


Up to 50 lakhs per annum

Perquisites


b. Car Use of the Bank’s car for official and private purposes.


Provident Fund/ Gratuity/ Superannuation or allowance thereof As per the Bank’s rules applicable to employees of the Bank.

Leave Travel Allowance Up to Rs.10 lakh per annum



Employee Stock options As may be granted by Nomination & Remuneration Committee.


11

Mr. Dipak Gupta and his relatives may be deemed to be concerned or interested in the Resolution relating to his re-appointment and remuneration. None of the other Directors, Key Managerial Personnel of the Bank or their relatives is interested in the resolution.

ITEM NO. 7Section 42 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 (‘the Rules’) provides that a company can make private placement of securities subject to the condition that the proposed offer of securities or invitation to subscribe to securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the offers or invitations. In case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous Special Resolution only once in a year for all offer(s) or invitation(s) for such debentures during the year.

It is proposed that borrowings by way of securities in the nature of redeemable unsecured, perpetual and/or redeemable, nonconvertible debentures/bonds/other debt securities be raised not exceeding Rs.5,000 crore in Indian/foreign currencies in the domestic and/or overseas markets for an amount which shall be within the overall authorized borrowing limits as per the extant guidelines. The overall borrowing limits of the Bank under Section 180(1)(c) of the Companies Act, 2013 is Rs.60,000 crore (Rupees Sixty Thousand Crore) as approved by the Members at the Annual General Meeting held on 20th July 2017.

Accordingly, the Bank proposes to issue securities, in one or more tranches, in the nature of unsecured, redeemable, non-convertible debentures/ bonds/securities by way of private placement. The pricing of the non-convertible debentures/bonds/securities depends primarily upon the rates prevailing for risk free instruments, rates on other competing instruments of similar rating and tenor in the markets, investor appetite for such instruments and investor regulations which enable investments in such instruments.

Considering the above, the Board of Directors at its meeting held on 17th March 2020, proposed to obtain the consent of the Members of the Bank for borrowing/raising of funds by way of securities in the nature of unsecured, redeemable, non-convertible debentures/bonds/securities up to Rs.5,000 crore (Rupees Five Thousand Crore Only) on a private placement basis in one or more tranches and series, within the overall borrowing limits of the Bank, as per the structure and on such terms and conditions as may be determined, from time to time, by the Board of Directors of the Bank.

The Directors recommend the Resolution at Item No. 7 of the Notice for approval of the Members.

None of the Directors, Key Managerial Personnel of the Bank or their relatives is concerned or interested in the said Resolution.

By Order of the Board of Directors

Bina ChandaranaJoint President & Company Secretary

Place: Mumbai Date: 30th June 2020

Registered Office:27 BKC, C 27, G Block,Bandra Kurla Complex,Bandra (E), Mumbai – 400 051CIN: L65110MH1985PLC038137


AN

NEX

UR

E

Nam

e o

f th

e D

irec

tor

Mr.

Prak

ash

Ap

teM

r. U

day

Ko

tak

Mr.

Dip

ak G

up

ta

Brie

f de

tails

and

Nat

ure

of E

xper

tise

in s

peci

fic

func

tiona

l are

a

Mr.

Prak

ash

Apt

e, a

ged

65 y

ears

, B.E

. (M

echa

nica

l), s

erve

d as

Man

agin

g D

irect

or

of S

ynge

nta

Indi

a Lt

d (S

IL),

a pr

omin

ent

agric

ultu

ral c

hem

ical

s co

mpa

ny in

Indi

a,

from

Nov

embe

r 10

, 200

0 til

l Apr

il 30

, 201

1.

SIL

man

ufac

ture

s se

eds

and

crop

pro

tect

ion

prod

ucts

. SIL

is a

sub

sidi

ary

of S

ynge

nta

Gro

up, w

hich

is o

ne o

f th

e la

rges

t re

sear

ch

base

d ag

ribus

ines

s ac

ross

the

wor

ld. F

rom

M

ay 1

, 201

1, h

e ha

s be

en t

he N

on-E

xecu

tive

Cha

irman

of

Syng

enta

Indi

a Li

mite

d. H

e w

as in

stru

men

tal i

n se

ttin

g up

the

Syn

gent

a Fo

unda

tion

Indi

a w

hich

foc

uses

on

prov

idin

g kn

owle

dge

and

supp

ort

for

adop

ting

scie

ntifi

c gr

owin

g sy

stem

s to

res

ourc

e po

or f

arm

ers

and

enab

ling

thei

r ac

cess

to

mar

ket.

Mr.

Apt

e ha

s co

nsid

erab

le e

xper

ienc

e in

agr

icul

tura

l se

ctor

. In

a ca

reer

spa

nnin

g ov

er 3

6 ye

ars,

he

has

exte

nsiv

e ex

perie

nce

in v

ario

us a

reas

of

man

agem

ent

and

busi

ness

lead

ersh

ip. D

urin

g m

ore

than

16

year

s of

suc

cess

ful l

eade

rshi

p ex

perie

nce

in a

gric

ultu

re b

usin

ess,

he

has

gain

ed d

iver

se k

now

ledg

e in

var

ious

asp

ects

of

busi

ness

es a

nd h

as b

een

invo

lved

with

man

y in

itiat

ives

for

tec

hnol

ogy,

kno

wle

dge

and

skill

s up

grad

atio

n in

thi

s se

ctor

, whi

ch is

vita

l for

In

dia’

s fo

od s

ecur

ity.

Mr.

Uda

y K

otak

, age

d 61

yea

rs,B

.Com

—

Mum

bai U

nive

rsity

— R

anke

d 1s

t M

MS

from

Ja

mna

lal B

ajaj

Inst

itute

of

Man

agem

ent

Stud

ies

— R

anke

d 1s

t. S

hort

ly a

fter

co

mpl

etin

g hi

s M

aste

rs in

Man

agem

ent

Stud

ies,

Mr.

Kot

ak s

et u

p a

com

pany

cal

led

Kot

ak C

apita

l Man

agem

ent

Ltd.

, in

1985

, w

hose

nam

e w

as la

ter

chan

ged

to K

otak

M

ahin

dra

Fina

nce

Ltd.

The

com

pany

had

st

arte

d w

ith 3

em

ploy

ees.

The

com

pany

rai

sed

capi

tal o

f ar

ound

Rs

30 la

kh. T

his

com

pany

w

as b

uilt

up a

s an

NBF

C a

nd a

lso

set

up jo

int

vent

ures

with

glo

bal m

ajor

s lik

e G

oldm

an

Sach

s, F

ord

Mot

or C

redi

t C

ompa

ny a

nd O

ld

Mut

ual P

lc.

In 2

001,

RBI

invi

ted

appl

icat

ions

for

new

ba

nks.

Kot

ak M

ahin

dra

Fina

nce

Ltd.

, mad

e an

app

licat

ion

and

the

RBI a

ppro

ved

its

appl

icat

ion

aski

ng it

to

cove

rt t

he e

xist

ing

NBF

C in

to a

Ban

k. It

is t

he f

irst

com

pany

to

be

conv

erte

d in

to a

Ban

k in

the

Indi

an B

anki

ng

hist

ory.

RBI a

ppro

ved

the

nam

e of

Mr.

Kot

ak a

s th

e fir

st C

EO o

f K

otak

Mah

indr

a Ba

nk in

200

3 (d

esig

nate

d V

ice

Cha

irman

& M

anag

ing

Dire

ctor

). K

otak

Mah

indr

a Ba

nk n

ow h

as

cons

olid

ated

net

wor

th o

f m

ore

than

Rs.

7400

0 cr

ore

and

cons

olid

ated

cap

ital a

dequ

acy

in

exce

ss o

f 20

%. A

t ov

er R

s. 2

50,0

00 c

rore

, it

has

the

seco

nd la

rges

t m

arke

t ca

pita

lisat

ion

in In

dia

amon

gst

all b

anks

. As

on M

arch

31

, 202

0 th

e gr

oup

empl

oyed

ove

r 71

,000

em

ploy

ees

of w

hich

, mor

e th

an 5

0,00

0 w

ere

in t

he B

ank.

It is

the

onl

y ba

nk, w

hich

is

maj

ority

Indi

an o

wne

d an

d co

ntro

lled,

am

ongs

t th

e fiv

e la

rges

t pr

ivat

e se

ctor

ban

ks.

Mr.

Dip

ak G

upta

, age

d 59

yea

rs,

B.E.

(Ele

ctro

nics

) fro

m II

T Va

rana

si, P

GD

M

IIM, A

hmed

abad

and

has

ove

r 34

yea

rs o

f ex

perie

nce

in t

he f

inan

cial

ser

vice

s se

ctor

, 28

yea

rs o

f w

hich

hav

e be

en w

ith t

he K

otak

G

roup

.

He

is c

urre

ntly

the

Joi

nt M

anag

ing

Dire

ctor

of

Kot

ak M

ahin

dra

Bank

. He

has

play

ed a

m

ajor

rol

e in

ste

erin

g th

e Ba

nk t

hrou

gh it

s va

rious

pha

ses

of e

volu

tion

sinc

e in

cept

ion

and

he h

as h

eade

d nu

mer

ous

func

tions

. He

is c

urre

ntly

res

pons

ible

for

Hum

an R

esou

rces

, IT

and

Dig

ital,

Mar

ketin

g, C

omm

unic

atio

ns

and

Cus

tom

er E

xper

ienc

e, E

nviro

nmen

t So

cial

Gov

erna

nce

(ESG

) and

Cor

pora

te

Soci

al R

espo

nsib

ility

(CSR

). H

e al

so s

uper

vise

s C

ompl

ianc

e, V

igila

nce

and

Inte

rnal

Aud

it fu

nctio

ns. H

e ha

d ea

rlier

als

o lo

oked

aft

er

Ass

et R

econ

stru

ctio

n D

ivis

ion,

Tre

asur

y an

d th

e le

ndin

g bu

sine

sses

.

Mr.

Dip

ak G

upta

was

ass

ocia

ted

with

Kot

ak

Mah

indr

a Pr

ime

Lim

ited

as it

s C

EO f

rom

28

th S

epte

mbe

r 19

96 t

o 31

st A

ugus

t 19

98. H

e w

as a

ppoi

nted

as

a W

hole

Tim

e D

irect

or w

ith

effe

ct f

rom

1st

Sep

tem

ber

1998

. M

r D

ipak

Gup

ta p

laye

d a

maj

or r

ole

in

conv

ersi

on o

f K

otak

Mah

indr

a Fi

nanc

e Lt

d.,

into

Kot

ak M

ahin

dra

Bank

Ltd

., an

d du

ring

the

mer

ger

of IN

G V

ysya

Ban

k w

ith K

otak

M

ahin

dra

Bank

Ltd

. The

mer

ger

had

mul

tiple

ch

alle

nges

of

deal

ing

with

tw

o di

ffer

ent

core

ba

nkin

g sy

stem

s an

d di

ffer

ent

cultu

res.

The

m

erge

r w

as h

andl

ed s

moo

thly

res

ultin

g in

In

dia’

s la

rges

t pr

ivat

e se

ctor

ban

k m

erge

r. H

e is

als

o le

adin

g th

e ba

nk in

to t

he n

ew e

ra o

f di

gita

l wor

ld w

ith s

ucce

ssfu

l im

plem

enta

tion

of t

he d

igita

l ini

tiativ

es o

f th

e Ba

nk.

13

Nam

e o

f th

e D

irec

tor

Mr.

Prak

ash

Ap

teM

r. U

day

Ko

tak

Mr.

Dip

ak G

up

ta

Dur

ing

his

tenu

re a

s C

EO o

f K

otak

Mah

indr

a Ba

nk, i

t ha

s su

cces

sful

ly c

ompl

eted

Indi

a’s

larg

est

priv

ate

sect

or b

ank

acqu

isiti

on w

hen

ING

Vys

ya B

ank

was

mer

ged

with

Kot

ak

Mah

indr

a Ba

nk in

Apr

il 20

15. T

his

mer

ger

had

sign

ifica

nt c

halle

nges

incl

udin

g de

alin

g w

ith

two

diff

eren

t co

re b

anki

ng s

yste

ms

and

dive

rse

cultu

res.

The

mer

ger

was

sm

ooth

ly e

xecu

ted

and

the

two

bank

s st

and

fully

inte

grat

ed. I

n ad

ditio

n, h

e ha

s dr

iven

the

tra

nsfo

rmat

ion

of

Kot

ak M

ahin

dra

Bank

in it

s di

gita

l jou

rney

.

In O

ctob

er 2

018,

the

Gov

ernm

ent

of In

dia

unde

r an

ord

er o

f th

e N

atio

nal C

ompa

ny L

aw

Trib

unal

(NC

LT) h

as a

ppoi

nted

Mr.

Kot

ak in

pu

blic

inte

rest

, as

Cha

irman

of

lL&

FS u

nder

Se

c 24

1 / 2

42 o

f th

e C

ompa

nies

Act

201

3. R

BI

has

also

app

rove

d th

e sa

me.

In v

iew

of

the

abov

e, in

add

ition

to

his

qual

ifica

tions

in t

he f

ield

of

Com

mer

ce,

Fina

nce

and

Man

agem

ent,

he

has

know

ledg

e an

d ex

perie

nce

in t

he f

ield

s of

Fin

ance

, Ec

onom

ics,

Ban

king

, Ris

k M

anag

emen

t,

Hum

an R

esou

rces

Man

agem

ent

and

gene

ral

Man

agem

ent.

Prio

r to

join

ing

the

Kot

ak G

roup

, he

was

M

anag

emen

t C

onsu

ltant

with

AF

Ferg

uson

&

Com

pany

for

app

roxi

mat

ely

six

year

s.

Dat

e of

app

oint

men

t (B

oard

)A

ppoi

nted

as

Inde

pend

ent

Dire

ctor

with

ef

fect

fro

m 1

8th

Mar

ch 2

011

(re-

appo

inte

d as

Inde

pend

ent

Dire

ctor

with

eff

ect

from

14

th M

arch

201

9).

App

oint

ed a

s pa

rt-t

ime

Cha

irman

of

the

Bank

with

eff

ect

from

20t

h Ju

ly 2

018.

App

oint

ed a

s a

Dire

ctor

with

eff

ect

from

21

st N

ovem

ber

1985

. App

oint

ed a

s M

anag

ing

Dire

ctor

with

eff

ect

from

30t

h Ju

ly 2

002.

App

oint

ed a

s a

Who

le-t

ime

Dire

ctor

with

ef

fect

fro

m 1

st O

ctob

er 1

999

Dat

e of

app

oint

men

t/re

-app

oint

men

t(S

hare

hold

ers)

19th J

uly

2018

20

th J

uly

2017

20th J

uly

2017


Nam

e o

f th

e D

irec

tor

Mr.

Prak

ash

Ap

teM

r. U

day

Ko

tak

Mr.

Dip

ak G

up

ta

Dat

e up

to

whi

ch t

he

Dire

ctor

sha

ll ho

ld o

ffic

e31

st D

ecem

ber

2023

31st D

ecem

ber

2023

31st D

ecem

ber

2023

Dire

ctor

ship

s in

oth

erco

mpa

nies

•Syng

entaIn

diaLimite

d•

Syng

entaFou

ndationIndia

(S

ectio

n 25

Co.

)•

KotakM

ahindraLifeIn

suranceCom

pany

Lim

ited

•Indo

–SwissCen

treofExcellence

(sec

tion

8 C

ompa

ny)

•Fine

Organ

icIn

dustrie

sLimite

d

•KotakM

ahindraAssetM

anag

emen

tC

ompa

ny L

imite

d•

KotakM

ahindraCap

italC

ompa

ny

Lim

ited

•KotakM

ahindraLifeIn

surance

C

ompa

ny L

imite

d•

KotakM

ahindraPrim

eLimite

d•

KotakM

ahindraInvestmen

tsLim

ited

•InfrastructureLeasing

and

Finan

cial

Serv

ices

Lim

ited

•Th

eMah

indraUnitedWorldCollege

of

Indi

a -

Gov

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NOTES


NOTES

03

Persevere. Pioneer. Prosper.

Annual Report 2019-20

Contents

Read the report or download at www.kotak.com

An Organisation with Entrepreneurial Spirit 02

Financial Highlights 04

Business Overview 06

Message from Uday Kotak 10

Board of Directors 13

Persevere 14

Pioneer 16

Prosper 20

ESG Practices 22

Awards and Recognition 24

Introduction01 28

Consolidation at a Glance 32

Independent Auditor’s Report 33

Financial Statements 44

Financial Information of Subsidiaries and Basel III (Pillar 3) Disclosures 99

Consolidated Financial Statements

32 100

Directors’ Report 101

Management Discussion & Analysis 150

Report on Corporate Governance 194

Independent Auditor’s Report 222

Financial Statements 228

Bank Reports and Statements

101 303

Financial Highlights

Consolidated 30

Standalone 31

30 31

REGISTERED OFFICEKotak Mahindra Bank Limited27BKC, C 27, G BlockBandra-Kurla Complex, Bandra (E)Mumbai - 400 051Tel.: +91 22 61660001Website: www.kotak.com

COMPANY SECRETARYBina ChandaranaJoint President and Company Secretary

AUDITORSWalker Chandiok & Co. LLP16th Floor, Tower IIIndiabulls Finance CentreS B Marg, Prabhadevi (W)Mumbai - 400 013

REGISTRAR AND TRANSFER AGENTKFin Technologies Private Limited (Previously Karvy Fintech Private Limited)Selenium Tower B, Plot 31-32 Gachibowli, Financial District, Nanakramguda Hyderabad - 500 032

24/B, Raja Bahadur Compound, Ambalal Doshi Marg, Fort, Mumbai - 400 023

Corporate Information

01

Persevere. Pioneer. Prosper. Financial HighlightsBank Reports and

StatementsConsolidated Financial

Statements

Grounded in its prudent approach to banking and led with a clear north-star vision of being a world-class financial services conglomerate, Kotak is determined toPersevere. Pioneer. Prosper.

In this ‘new normal’, Kotak Mahindra Bank will:

The financial year 2019-20 posed serious challenges to the world economy, including India. The impact of the economic slowdown of 2019 and the COVID-19 pandemic of 2020 will be felt for some time to come. And the financial services industry, which underpins all economic activity, has had to adapt quickly.

Kotak as a Group has faced several crises before and has emerged stronger from each. This time too, it has retained its firm footing and is looking to strengthen itself in these uncertain times, while keeping an eye on opportunities ahead.

Persevere through the raging storm. The Bank’s strong capital position, stable deposit base and asset quality gives it the resilience to weather a crisis. Its focus on prudence, pragmatism and transparency, together with a diversified business model, will help it navigate the rough waters, protecting its own business interests and those of its stakeholders.

Pioneer new technologies, charting new routes for a new world. The world is changing, and so is Kotak. Its investments in digital banking and technology over the past few years have paid rich dividends, especially during the COVID-19 crisis. The Group will increase its focus on technology as it moves forward into a changing world.

Prosper with an eye on opportunities beyond the stormy horizon. Kotak has faced rough storms before and seen the opportunities that lay beyond the crises of the past three decades. The Group believes, once again, that opportunities to create value for its stakeholders will emerge from this crisis.

An Organisation with Entrepreneurial Spirit

Kotak today


The Kotak Group has been in the business for 35 years, and Kotak Mahindra Bank for 17 years now. The financial services of the Bank have a wide reach across 1,600 branches in India. Kotak also has a presence in Singapore, London, the USA and the Middle East through its international arms. All Group entities constantly endeavour to seize new opportunities by differentiating across products, services and technologies. Globally, Kotak serves the multiple financial services needs – banking (consumer, commercial, corporate), credit and financing, equity broking, wealth and asset management, insurance (general and life), and investment banking – of individuals and corporations.

Kotak Bank has cemented its distinctive status through unique offerings and services, e.g. its industry-leading differentiated interest rate strategy on savings accounts; and India’s first

Kotak 811 launchesIndia's first zero-contact,video KYC savings account.

#BankFromHome

Conditions apply. Providing Aadhaar is Voluntary.

` 2.7 trillion Market Capitalisation (as on 3rd June, 2020)

video-based KYC savings account that serves the twin purpose of convenience and contactless opening of an 811 account in a highly digitised post-COVID ‘new normal’.

The Bank’s reach is now extended beyond just its network, to a point where anyone in India can open a bank account from the safety and convenience of their houses.

` 4.4 trillion Institution (Consolidated Assets)

` 2.7 trillion Wealth, Priority and Investment Advisory Relationship Value

3,50,000 +Shareholder Base

Geographical Presence



Statements

Introduction

03

North 485 / 30%

South500 / 31%

West493 / 31%

East122 / 8%

Map not to scale. For illustrative purposes only.

* Does not include branches in DIFC, Dubai & GIFT city, Gujarat

Branch Classification

Urban Semi Urban Rural Metro

44.5%

15.8%

18.4%

21.3%

Jammu & Kashmir

Himachal Pradesh

PunjabUttarakhand

HaryanaDelhi

Rajasthan Uttar Pradesh

Gujarat Madhya Pradesh

Dadra &Nagar Haveli

Maharashtra

3292

155 46

8666

10271

9010

11

3

7

Goa

Karnataka

180

Kerala

34 Tamil Nadu

90

Andhra Pradesh

109

Telangana

87

Odisha

19Chhattisgarh

22 West Bengal

42Jharkhand

9

Bihar

22

Sikkim

1

Meghalaya

1

Tripura

1

Assam

1

2,519ATMs

23 million+Bank Active Customer Base

~15 millionDebit Card Holders

1,600*Bank Branches

~ 2.3 millionCredit Card Holders

>71,000Group Employees

Distribution of Branches (No./%)

No. of branches


Net Profit (` in crore)

26%CAGR

FY 16 FY 17 FY 18 FY 19 FY 20

3,4

59

4,9

40

6,2

01

7,2

04

8,5

93

Net Interest Income (` in crore)

17%CAGR

FY 16 FY 17 FY 18 FY 19 FY 20

9,2

79

10,

867

12,6

64

14,6

45 17,

574

Capital & Reserves and Surplus (` in crore)

19%CAGR

FY 16 FY 17 FY 18 FY 19 FY 20

33,

361

38,

491

50,

486

58,

280

67,

134

Total Assets (` in crore)

16%CAGR

FY 16 FY 17 FY 18 FY 19 FY 20

240

,804

276

,188

337

,720

395

,171

443

,173

Advances (` in crore)

15%CAGR

FY 16 FY 17 FY 18 FY 19 FY 20

144

,793

167

,125

205

,997

243

,462

249

,879

Kotak Securities Average Daily Volume (` in crore)

FY 16 FY 17 FY 18 FY 19 FY 20

7,3

29

8,9

81

13,

691

26,

203

24,

318

35%CAGR

Market Capitalisation (` in crore)

FY 16 FY 17 FY 18 FY 19 FY 20

124

,857

160

,563

199

,674

254

,723

247

,939

19%CAGR

Total Assets Under Management (` in crore)

22%CAGR

FY 16 FY 17 FY 18 FY 19 FY 20

102,

249

141,

336

183,

379

226,

189

225,

877

Financial HighlightsAll numbers on a consolidated basis except where stated

Book Value Per Share (`)

18%CAGR

FY 16 FY 17 FY 18 FY 19 FY 20

181

.9

209

.1

264

.9

302

.7

348.

3

05



Statements

Financial Highlights

Current Account and Savings Account (CASA) (bank standalone) (` in crore)

29%CAGR

FY 16 FY 17 FY 18 FY 19 FY 20

52,

776

69,

265

97,

775

118

,586

147

,622

38.1

44.0

50.8 52.556.2

CASA Ratio (%)CASA (` in crore)

Bank Capital Adequacy Ratio and Tier 1 Capital (%)

FY 17 FY 18 FY 19 FY 16

16.

3

15.

3

16.

8

15.

9

18.

2

17.

6

17.

5

16.

9

FY 20

17.

9

17.

3

Capital Adequacy Tier I

Group Branch Network

Bank

Car Finance

Life Insurance

Securities*

Mutual Fund

General Insurance

BSS Microfinance

*branches, franchises and referral co-ordinators

FY 16 1,333 227 1,209 79 2,935 79 8

FY 17 1,281 235 79 1,369 3,055 79 12

FY 18 1,325 227 119 8384 1,388 3,241 15

FY 19 1,328 243 176 8489 1,500 3,437 17

FY 20 1,315 245 86 329 100 1,600 3,693 18


Business Overview

Consumer Bank (Kotak Mahindra Bank Limited)

• Provides a complete bouquet of deposit, transaction services and lending products for retail customers, small businesses, NRIs and retail institutions, backed by innovative, digital-first solutions

Key Differentiators• Focusedonbuildingastable,

retail deposit base. As on 31st March, 2020, CASA ratio stood at 56.2% of total deposits – among the highest in the industry. CASA and TDs below ` 5 crore constitute 86% of total deposits

• Grewitsloanbookprudently,with a focus on asset quality and risk adjusted returns. Expanded its footprint in Home Loans and Loans against Property (LAP) to cover over 150 cities and towns across India. Grew its market share in consumer finance by 124% on a YoY basis, and saw strong 26% YoY growth in credit card spends

• Continuedtoseestronggrowth and adoption of digital channels, payments and products. Introduced new channels like Keya chatbot and augmented existing channels with more features and services. For the 3rd year in a row, the Bank has exceeded the target on digital payments set by MeitY, Govt of India

• Launcheditsfirstinternationalbranch at the Dubai International Financial Centre (DIFC), Dubai, UAE

Corporate Bank (Kotak Mahindra Bank Limited)

• Caters to the diverse needs of major Indian corporate bodies, financial institutions, public sector undertakings, multinational companies, small & medium enterprises and realty businesses

• Offers a comprehensive portfolio of products and services including working capital financing, medium term finance, export credit, transaction banking, custody services, debt capital markets, forex and treasury services

Key Differentiators• Robustrisk management

practices have ensured that credit costs have been well controlled and NPA ratios are among the lowest in the industry

• IntegratedCorporateandInvestment Banking approach to top conglomerates and corporates has helped deepen relationships and increase wallet share with these clients

• Awardedthe‘BestCorporate& Investment Bank – India’ by Asiamoney for the third time in the past four years

• FocusonTransactionBankinghas ensured high cross-sell and a healthy mix of non-credit income in overall income

• Continuousproductinnovationhas helped capture and scale up new revenue streams

• Significantinvestmentsintechnology projects is underway to help in better client delivery and to improve digital focus

Custodial Services (Kotak Mahindra Bank Limited)

• The Custody business continued to grow both in terms of AUC as well as new clients added during the year under review

• The Bank continues to be one of India’s largest local custodians in spite of all the challenges faced by the listed markets in the past 6-12 months

• It on-boarded a number of marquee FPIs, AIFs and PMS clients during the year who started using its Custody, Clearing and Fund Accounting solutions

• The Bank also implemented a new Fund Accounting software during the year with minimal disruption to clients and expects this to be a good driver of new business as it goes forward

Commercial Bank (Kotak Mahindra Bank Limited)

• Plays a significant role in meeting financial inclusion goals and financing deep into ‘Bharat’

Key Differentiators• Divesdeepintoruralpocketsof

the economy to finance food and agro-processing segments, tractors, light commercial vehicles, construction equipment, and small & medium enterprises

• Oneofthelargestdedicatedand diversified agri sectoral lenders among private banks

• Offersarangeofproductstobridge the rural-urban divide and contribute to India’s growth story

07



Statements

Business Overview

Wealth Management (Kotak Mahindra Bank Limited)

• One of the oldest and most respected wealth managers in India, continuously striving to be the preferred partner for its client families for wealth creation and preservation

Key Differentiators• Manageswealthfor50per

cent of India’s top 100 families (Source: Forbes India Rich List 2019)

• Offersacomprehensiveandholistic platform covering the entire gamut of financial services for its UHNI and HNI clients

• Withover20yearsofexperience of the Kotak Group in the wealth management industry, it has seen different market cycles and has maintained its leadership position due to its in-depth understanding of clients’ requirements, asset classes and the risks associated with each

• Itsuniquemodelisbasedonthekey pillars of open architecture, institutional support and non-conflicting approach towards client portfolios

Asset Recovery (Kotak Mahindra Bank Limited)• Looks at potential turnaround

cases on the basis of genuine borrower profile and backed by commensurate cash flows and collaterals

Key Differentiators• OneofthefewIndianbanks

providing vital financing required for getting stressed companies back to mainstream banking

Car Loans (Kotak Mahindra Prime Limited)

• Offers finance in the form of loans for the entire range of passenger cars, multi-utility vehicles, pre-owned cars and two-wheelers

• Provides complete financing solutions through a single window to car dealers for their working capital and infrastructure setup requirements in the form of inventory funding and term loans

` Lending NBFC (Kotak Mahindra Investments

Limited)

• Primarily in the lending business comprising lending against select securities, lending to the real estate sector and corporates, and structured financing. Also holds certain strategic investments

• The real estate division lends to various developers across the entire spectrum of asset classes from residential, commercial to retail

• The structured finance team offers one of the most trusted and dedicated platforms in the country with expertise in structuring complex transactions, thereby broadening the access to capital

Key Differentiators• Wellpositionedtoharnessall

opportunities in the current economic environment

Life Insurance (Kotak Mahindra Life

Insurance Company Limited)• One of the most trusted brands

in the life insurance industry with a ‘Customer First’ approach, ensuring superior experience throughout the customer journey

• Core purpose of the company is “To add value to the lives of people through financial instruments of protection and long-term savings”

• Brand promise of the company is “We believe sharing multiplies joy and divides sorrow. And people should never walk alone. Hum hain… hamesha”

• Balanced product mix (Traditional and ULIPs) and balanced distribution mix (Bancassurance, Agency, Direct and Digital Channels, and Group or Institutional Businesses)

• Creating value for all stakeholders through continuous improvement in efficiencies

• Significant development in digital capabilities and extensive digital adoption across the areas of sourcing, underwriting, customer servicing and engagement, and processes

Key Differentiators • Amongthebestintheindustry

on business health parameters like persistency, conservation, surrender retention and among the lowest customer complaints

• CustomerRelationship NPS score of +10 as on December 2019

• Employeeengagementscoreof 73, among the best in the industry, accompanied by significant reduction in attrition trends, accompanied by significant reduction in attrition trends

• Consistentlyamongthebestfund performance


• Largenumber of distribution tie-ups across banks, corporate agents, brokers, small finance banks, payment banks and digital distributors

• Consistentlyamongthelargestrecruiters of individual agents in the industry

• Highvintageofseniormanagement team – over 11 years

General Insurance (Kotak Mahindra General

Insurance Company Limited)

• Offers a wide range of protection solutions covering private & commercial vehicles, health, home and commercial insurance. Well diversified portfolio with 57% motor and 43% non-motor insurance products

• High focus on digital tools and platforms for ease of doing business, from acquisition to policy issuance, servicing and claims settlement

Key Differentiators• Amongtheyoungestgeneral

insurers, with a 44% growth in business and 151% growth in number of policies sold for FY 2019-20

• Focusedonqualityofbusinesswith a Loss Ratio of 68.8%, among the best in the industry

• Customer-centricityatitscore.Among the Top 3 general insurers in terms of least number of complaints to the Ombudsman and a healthy claim settlement ratio of 95%

` Mutual Fund (Kotak Asset Management

Company Limited)

• Offers schemes that cater to investors with varying risk-return profiles

• Diversified product portfolio across a wide range of equity, debt and exchange traded funds (ETFs)

Key Differentiators• Oneofthefastestgrowing

AMCs in the country within the top 10 fund houses ranked by Quarterly Average Assets Under Management (QAAUM)

• MarketshareinQAAUMhasgrown to 6.89% in Q4FY20 from 6.13% in Q4FY19 and 5.04%, 3 years ago

` Stock Broking (Kotak Securities Limited)• A leading secondary market

broking firm, offering services to retail and institutional investors

Key Differentiators• Anincreaseintheactiveclient

base from 4.37 lakh to 5.71 lakh, driven by healthy acquisition of clients and analytics

• SuccessfullyscaleduptheCommodity broking business during the year

• FreeIntradayTrading(FIT)launched last year gained momentum and now contributes to more than 40% of Kotak Securities’ Options trade volume in the retail segment

• Withthehelpofitsdigitalaccount opening mobile app, the year under review saw more than 67% of the accounts being opened digitally

• Tradingvolumethroughitsmobile app – Kotak Stock Trader – saw a growth of more than 128%

• During the year, successfully set up a disaster recovery site in Chennai to ensure

seamless trading experience for customers in case of any contingency at the company’s primary site in Mumbai

• Improveddigitalengagementwith clients by launching the “next best action” engine. Client genomes are created with the help of analytics, with personalised campaigns on the basis of portfolio, trading patterns and predictive models. More than 100 automated trigger-based communications are sent to clients in real-time, on the basis of market events such as news, price movements, and research calls. In the last 2 quarters, the contribution to the firm’s revenue has been greater than 1.5%.

` Investment Banking (Kotak Mahindra Capital

Company Limited)• Leading investment banking

firm with leadership across capital markets and advisory products

Key Differentiators• Advisedon13domesticand

cross-border transactions with a cumulative value of about USD 7.9 billion in FY 2019-20

• Raisedover` 584 billion across equity capital market products through 12 issuances – led the largest NBFC QIP in India for Bajaj Finance (` 85 billion); the then largest rights issue in India for Vodafone Idea Ltd. (` 250 billion); and the largest private sector IPO ever in India for SBI Cards & Payment Services Ltd. (` 103 billion) in FY 2019-20

09


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