Professional Documents
Culture Documents
The Bank has infused the philosophy of corporate governance into all its
activities. The philosophy on corporate governance is an important tool for
shareholder protection and maximization of their long term values. The cardinal
principles such as independence, accountability, responsibility, transparency, fair
and timely disclosures, credibility etc. serve as the means for implementing the
philosophy of corporate governance in letter and spirit.
None of the Directors on the Board is a member of more than ten (10)
Committees and Chairman of more than five (5) Committees across all the
companies in which he/she is a Director. All the Directors have made necessary
disclosures regarding Committee positions occupied by them in other companies.
• Mr. C.M. Vasudev, Mr. Keki Mistry, Mr. Aditya Puri, Mr. Harish Engineer
and Mr. Paresh Sukthankar are non-independent Directors on the Board.
• Mr. Ashim Samanta, Dr. Pandit Palande and Mr. Partho Datta are
independent directors on the Board
• Mr. Keki Mistry represents HDFC Limited on the Board of the Bank.
• The Bank has not entered into any materially significant transactions
during the year 2009-10, which could have a potential conflict of interest
between the Bank and its promoters, directors, management and/or their
relatives, etc. other than the transactions entered into in the normal course
of business. The Senior Management have made disclosures to the Board
confirming that there are no material, financial and/or commercial
transactions between them and the Bank which could have potential
conflict of interest with the Bank at large.
• None of the directors are related to each other
BOARD COMMITEES
The Audit and Compliance Committee of the Bank is chaired by Mr. Arvind
Pande. The other members of the Committee are Mr. Ashim Samanta, Mr. C. M.
Vasudev, Mr. Partho Datta and Dr. Pandit Palande. All the members of the
Committee are independent directors and Mr. Partho Datta is a Chartered
Accountant and a financial expert.
The terms of reference of the Audit Committee are in accordance with Clause 49
of the Listing Agreement entered into with the Stock Exchanges in India, and
inter alia include the following:
2. Compensation Committee
The Compensation Committee reviews the overall compensation structure and
policies of the Bank with a view to attract, retain and motivate employees,
consider grant of stock options to employees, reviewing compensation levels of
the Bank's employees vis-a -vis other banks and industry in general. The Bank's
compensation policy provides a fair and consistent basis for motivating and
rewarding employees appropriately according to their job / role size,
performance, contribution, skill and competence.
Mr. C.M. Vasudev, Mr. Ashim Samanta, Mr. Partho Datta and Dr. Pandit Palande
are the members of the Committee. The Committee is chaired by Mr. C.M.
Vasudev. All the members of the Committee other than Mr. C.M. Vasudev are
independent directors.
The Committee consists of Mr. Ashim Samanta, Mr. Aditya Puri and Mr. Paresh
Sukthankar. The Committee is chaired by Mr. Ashim Samanta. The powers to
approve share transfers and dematerialization requests have been delegated to
executives of the Bank to expedite the process of share transfers.
The Committee has been formed as per the guidelines of Reserve Bank of India
on the Asset Liability Management / Risk Management Systems. The Committee
develops Bank's credit and market risk policies and procedures, verifies
adherence to various risk parameters and prudential limits for treasury operations
and reviews its risk monitoring system. The Committee also ensures that the
Bank's credit exposure to any one group or industry does not exceed the
internally set limits and that the risk is prudentially diversified.
The Committee consists of Mr. C. M. Vasudev , Mr. Aditya Puri, Mr. Partho Datta
and Mr. Paresh Sukthankar.
5. Nomination Committee
For assessing the integrity and suitability, features like criminal records, financial
position, civil actions undertaken to pursue personal debts, refusal of admission
to and expulsion from professional bodies, sanctions applied by regulators or
similar bodies and previous questionable business practices are considered.
The members of the Committee are Mr. Arvind Pande, Mr. Ashim Samanta and
Dr. Pandit Palande. The Committee is chaired by Mr. Arvind Pande. All the
members of the Committee are independent directors
PROMOTERS RIGHTS
The Memorandum and Articles of Association of the Bank provides the following
rights to HDFC Limited, promoter of the Bank:
The Board shall appoint non-retiring Directors from amongst the Directors
nominated by HDFC Limited with the approval of shareholders, so long as HDFC
Limited and its subsidiaries, singly or jointly hold not less than 20% of the paid-up
share capital of the Bank.
HDFC Limited shall nominate either a part-time Chairman and the Managing
Director or a full time Chairman, with the approval of the Board and the
shareholders so long as HDFC Limited and its subsidiaries, singly or jointly hold
not less than 20% of the paid-up share capital of the Bank.
HDFC Limited, Bennett, Coleman & Co. Ltd. and its group companies (the
promoters of erstwhile Times Bank Limited) and Chase Funds had entered into a
tripartite agreement dated November 26, 1999 for effecting amalgamation of
Times Bank Limited with the Bank. Under this Agreement, Bennett Coleman
Group has a right to nominate one Director on the Board of the Bank as long as
its holding exceeds 5% of the share capital of the Bank. Currently, as on March
31, 2008, the Bennett Coleman Group holds 4.57% of the share capital of the
Bank and Mr. Vineet Jain who represented the Bennett Coleman Group on the
Board has since resigned as a Director of the Bank.
GRIEVANCE REDRESSAL
The bank's shares which are in compulsory dematerialised (demat) list are
transferable through the depository system. Shares in physical form are
processed by the Registrars and Share Transfer Agents, Datamatics Financial
Services Ltd and approved by the Investors’ Grievance (Share) Committee of the
Bank or authorized officials of the Bank. The share transfers are processed
within a period of 15 days from the date of receipt of the transfer documents by
Datamatics Financial Services Ltd.
• Investor Helpdesk
Share transfers, dividend payments and all other investor related activities are
attended to and processed at the office of Registrars and Transfer Agents.
For lodgement of transfer deeds and any other documents or for any grievances /
complaints, shareholders / investors may contact at the following address:
DIVIDEND POLICY
Your Bank has had a consistent dividend policy that balances the dual objectives
of appropriately rewarding shareholders through dividends and retaining capital,
in order to maintain a healthy capital adequacy ratio to support future growth. It
has had a consistent track record of moderate but steady increases in dividend
declarations over its history with the dividend payout ratio ranging between 20%
and 25%. Consistent with this policy, and in recognition of the Bank's overall
performance during this financial year, your directors are pleased to recommend
a dividend of Rs.12 per share for the financial year ended March 31, 2010, as
against Rs.10 per share for the year ended March 31, 2009.
2009-2010 120%
2008-2009 100%
2007-2008 85%
2006-2007 70%
2005 - 2006 55%
2004 - 2005 45%
2003 - 2004 35%
2002 - 2003 30%
2001 - 2002 25%
2000 - 2001 20%
1999 - 2000 16%
1998 - 1999 13%
1997 - 1998 10%
BOARD MEETINGS
During the year under review, six Board Meetings were held on April 23, 2009;
July 14, 2009; October 14, 2009; December 21, 2009; January 15, 2010; and
March 19, 2010.
Details of attendance at the Bank’s Board Meetings held during the year under
review, directorship, membership and chairmanship in other companies for each
director of the Bank are as follows:
APPLICABILITY
ETHICAL CONDUCT
The Board members / Officials shall avoid conflict of interest and disclose to the
Board any material transaction or relationship that reasonably could be expected
to give rise to such a conflict.
CONFLICT OF INTEREST
.The Board members / Officials shall engage in and promote honest and ethical
conduct of business, including the ethical handling of actual and / or apparent
conflicts of interest between personal and professional relationships.
CONFIDENTIALITY OF INFORMATION
The Board members / Officials shall ensure and take all reasonable measures to
protect the confidentiality of non-public information about the Bank, its business,
customers and other materially significant information obtained or created in
connection with any activities with the Bank and to prevent the unauthorised
disclosure of such information unless required by applicable laws or regulations or
legal or regulatory process.
DISCLOSURE OF INFORMATION
The Board members / Officials shall endeavor to produce full, fair, accurate,
timely and understandable disclosures in reports and documents that the Bank
files with or submits to the Securities and Exchange Commission and other
regulators and in other public communications made by the Bank.
The Board shall have the powers to take necessary action in case of any violation
of the code.
Corporate
Governance
Report
On
HDFC Bank
Kanisha Rodrigues
T.Y.B.B.I
Roll no.32
Citibank caught in 400cr staff fraud at retail unit in Gurgaon
Wednesday, 29 December 2010
The fraud was discovered early this month when a customer told a
relationship manager that he had invested in a Citibank scheme that
promised high returns in a short period, when no such scheme existed.
HIGH-NETWORTH FRAUD
Citibank’s relationship managers are said to have committed the fraud with
the help of an external party, most likely a brokerage house that distributes
investment products Funds generated by selling the product to some
investment companies and individuals were transferred to accounts of some
brokers, who utilised the money for their transactions
There is no evidence at this stage to suggest the Hero group official was
acting in connivance with Shivaraj Puri, the disgraced Citibanker who
devised the fraudulent scheme
Citibank officials are in touch with Hero group. They are discussing the
matter ever since the bank sensed the fraud,” said a person familiar with the
ongoing investigation. The investment, according to the person, was not by
the flagship Hero Honda , but by entities that were holding investible surplus
belonging to group promoters
Hero group officials were not available for comment while an email to Sunil
Kant Munjal, promoter-director of India’s largest two-wheeler maker, Hero
Honda, went unanswered. A Citibank spokesperson also declined comment.
The police has issued a ‘lookout’ notice alerting airports to track Puri, who
is currently absconding, and other suspects involved in the fraud. However,
according to sources, Puri will present himself before that court on Friday
What has come as a surprise to banking circles is the blatant nature of the
fraud that began with Puri forging a Sebi document that named a Citibank
account as the custodian account for a scheme that indicated lucrative
returns. An account was opened in the name of one Premnath, who was later
found to be a relative of Puri who worked as a relationship manager with the
Gurgaon branch
In the first leg of the transaction, investors put money in the scheme
favouring the custodian account. In the second leg, the money moved to
accounts of friends and relatives, including those of one Sheila Premnath
and Shivaraj’s mother Diksha
One such account also belonged to Shivaraj… It’s rather foolish for a
fraudster to do this,” said a local private bank official. Subsequently, the
money trail leads to brokerages like Religare, Bonanza and IIFL that
executed stock trades and ran the demat accounts
These accounts have been frozen by the brokerage, and each of them has a
balance of less than Rs 1 crore. “We are in touch with regulatory
authorities,” said a Bonanza official
With Religare, Puri ran two demat accounts—one in his own name and the
other was a joint account with his mother. The account was operational since
June 2009 and shares worth Rs 60-70 crore were traded in these accounts.
Religare has full KYC disclosure on these two accounts and had alerted the
Fraud Intelligence Unit once the transactions exceeded Rs 10 crore
In IIFL, the Puri ran two demat accounts, of which one was a joint account
and the other a standalone account in his mother’s name. Very little trading
activity has been reported in his mother’s account against which there is a
cash balance of just Rs 5,000
Regulatory authorities are not yet attaching too much importance to the
fraud, which they feel has no systemic impact. “Sebi has so far only
confirmed to the police that the regulator has not issued any letter relating to
the scheme that was mentioned by the accused. This was done as the police
was not registering an FIR otherwise. Sebi is not probing anything at the
moment until more facts emerge,” said a Sebi official. “We are looking at
the report. It appears to be a local fraud by an employee,” said an RBI
official
Citibank fraud: How Shiv Raj Puri banked on trust to dupe clients
Shiv Raj Puri , 32, is an unlikely fraudster. Smart and nattily turned out, he
snared customers with soft words and ability to win trust
A strapping man with pleasing manners, Shiv Raj is a resident of the upscale
Hamilton Court, Gurgaon. He lives with his parents and wife, who works as
a manager in the same branch. Some years ago, the Puris moved to Gurgaon
from Kolkata. His father, Raghu Raj Puri, is a businessman who dabbled in
stocks. Shiv Raj’s colleagues refuse to say much about him barring that he’d
joined the branch some eight years ago. His neighbours say the Puris were
modest and didn’t really lead a lavish lifestyle. Shiv Raj was a reticent man
who seldom socialised with other residents of the condominium
Others said they never really saw anything amiss or out of the ordinary in
him. Shiv Raj’s father has a SUV, which is the family car
Sources said the accused owned several properties in the NCR. An investor
who Shiv Raj allegedly cheated recalls: “This smart banker met me one-
and-a-half-years ago. He came with a lucrative scheme and seemed to know
his trade well. I was instantly taken in by his soft talk. He was not pushy like
other banking professionals
Sudhir Kapoor of DLF II thanks his stars for not having fallen to Shiv Raj’s
charm. “He came home two years ago and tried to convince me to open an
account. He came across as a gentleman. But I wasn’t interested and,
thankfully, turned him down
MODUS OPERANDI
UNANSWERED QUESTIONS
The co-ordination has been happening between RBI and Sebi and the
regulators are working jointly to understand what went wrong,” KM
Abraham , whole-time member with the securities market regulator said
I suppose we will have a lot of lessons to learn from this (Citi fraud).
There is somebody who is making investment decisions on behalf of
investors,” he added.
They also include Mayar Infratech (Rs 24 crore), Spaid (Rs 62 crore),
Karopat Pad (Rs 8 crore), Sunil Kant and Sons (Rs 3 crore) Aero Infratec
(Rs 25 crore), Hero Exports (Rs 97 crore), Rekha Munjal (Rs 5 crore),
Munjal Investments (Rs 2.5 crore) and Munab Braej (Rs 71 crore).
Besides the entities named in the report, police further said that they were
trying to ascertain records of other entites who had lost money in the
fraud uncovered at Citibank’s Gurgaon branch late last month
Police said efforts were also being made to find out the properties owned
by Puri and his relatives. Police has also not being able to recover the
iPad, a latest electronic device, used by Puri to communicate with his
clients and store data, it said
Giving details of the case, the report said, the joint account through
which heavy transactions were undertaken was opened in September
2009. This came to light during an investigation in December 2010
Police also alleged that Puri used to give fake receipts and bank
statements to his clients to mislead the investors. The police report said
that Puri used to divert money belonging to entities into the demat
accounts held by his relatives in brokerage firms Religare and Bonanza
“Puri has cheated both bank and the SEBI”, it said, adding they have
sought details of investments made through Bombay Stock Exchange and
National Stock Exchange
The complaint in the fraud case was filed by Assistant Vice President of
Citibank, Binu Somen, following which Puri surrendered on December
30 before the city court. Besides Puri, Associate Vice President of Hero
Corporate Services Sanjay Gupta was also arrested for his involvement in
the case
The city court today extended his remand for seven days till January 15.
Gupta had allegedly invested Rs 250 crore belonging to Hero Group
entities and promoters in the schemes
FRAUD
IN
CITIBANK
GURGAON
Kanisha Rodrigues
T.Y.B.B.I
Roll no.32