Kotak Mahindra Bank Limited

Report on Corporate Governance Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the Company objectives are set, and the means of attaining those objectives and monitoring performance Organisation for Economic Co-operation and Development. The Bank believes in adopting and adhering to the best standards of corporate governance to all the stakeholders. The Banks corporate governance is, therefore based on the following principles: Appropriate composition, size of the Board and commitment to adequately discharge its responsibilities and duties. Transparency and independence in the functions of the Board. Independent verification and assured integrity of financial reporting. Adequate risk management and Internal Control. Protection of shareholders rights and priority for investor relations.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has constituted several committees to deal with specific matters and delegated powers for different functional areas. The Audit Committee, Shareholders/Investor Grievance Committee and the ESOP/Compensation Committee have been constituted in accordance with the guidelines issued by the Reserve Bank of India, Securities and Exchange Board of India read with requirements of the Companies Act, 1956. Besides the above, the Board has also set up other committees such as Share Transfer and Routine Transactions Committee (START), Management Committee, Premises Committee, Asset Liability Committee (ALCO), Nomination Committee, Investment Committee, Risk Management Committee, Information Technology Committee, First Tier Audit Committee, Customer Services Committee and Committee on Frauds.

AUDIT COMMITTEE
The Audit Committee of the Bank comprises of four members, with any two forming the quorum. The terms of reference of the Audit Committee of the Bank are as follows: a. Oversight of the Banks financial reporting process and the disclosure of its financial information. b. Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services. c. Reviewing with management the half yearly and annual financial statements before submission to the board, focusing primarily on: Any changes in accounting policies and practices. Major accounting entries based on exercise of judgement by management. Qualifications in draft audit report. Significant adjustments arising out of audit. The going concern assumption. Compliance with accounting standards. Compliance with stock exchange and legal requirements concerning financial statements. Any related party transactions i.e. transactions of the Bank of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Bank at large.

d. Reviewing with the management, external and internal auditors, the adequacy and compliance of internal control systems. e. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. f. Discussion with internal auditors, any significant findings and follow up there on. g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. h. Discussion with external auditors before the audit commences, nature and scope of audit as well as have post-audit discussion to ascertain any area of concern. i. Reviewing the Banks financial and risk management policies.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The Bank has obtained the certificate from the Auditors of the Bank regarding compliance with the provisions relating to corporate governance laid down in Clause 49 of the Listing Agreement with the Stock Exchanges. This report is annexed to the Directors Report and will also be sent to the Stock Exchanges along with the annual return to be filed by the Bank.

CERTIFICATE
To the Members of Kotak Mahindra Bank Limited We have examined the compliance of conditions of Corporate Governance by KOTAK MAHINDRA BANK LIMITED (the Bank) for the year ended on 31st March, 2006 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 a review of the procedures and implementation thereof adopted by the Bank for ensuring compliance with the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Bank. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Management, 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 further viability of the Bank nor the efficiency or effectiveness with which the Management has conducted the affairs of the Bank. For S. B. Billimoria & Co. Chartered Accountants Nalin M. Shah Partner (Membership No. 15860) Mumbai, 12th June, 2006