C. Disclosures on risk exposures in derivatives:
Qualitative disclosures:
a) Structure and organization for management of risk in derivatives trading:
The Board of Directors, the Asset Liability Management Committee (ALCO), the Risk Management Committee (RMC), Board Committee for Derivatives products, the Senior Management Committee for Derivatives (SMC) and the Risk Management Department are entrusted with the management of risks in derivatives.
The philosophy and framework for the derivative business is laid out in the Board approved Investment and Derivative policies. The ALCO of the Bank is empowered to set the limit-framework for derivatives. It also reviews the market risk exposures of derivatives against the limits. The Risk Management Committee reviews all risks on a consolidated basis.
The Board Committee for Derivatives products and the Senior Management Committee for Derivatives (SMC) oversee the client derivatives business. These committees are responsible for reviewing and approving the derivative products that can be offered to clients (within the regulatory framework provided by the RBI). The Board approved 'Customer Suitability and Appropriateness Policy for Derivatives' lays down the risk management & governance framework for offering derivatives.
The Bank has Back-Office and Risk Management - independent of the dealing function. The Market Risk Management & Counterparty Risk Management Departments are responsible for assessment, monitoring, measurement & reporting of Market & Counterparty risks in derivatives.
b) Scope and nature of risk measurement, risk reporting and risk monitoring systems:
All significant risks of the derivative portfolio are monitored, measured & reported to the senior management. The Treasury Middle Office, on a daily basis, measures & reports risk-metrics like Value-at-Risk (VaR), PV01, Option Greeks like Delta, Gamma, Vega, Theta, Rho etc. Counterparty Risk exposure of the derivatives portfolio is also reported daily. The Treasury Middle Office independently reports profitability on a daily basis. Rate reasonability tests are performed on the Derivative portfolio to ensure that all trades are entered into at market rates. Stress testing is performed to measure the impact of extreme market shifts on the Bank's portfolio (including derivatives). Suitability and Appropriateness assessment is performed before offering derivatives to clients. The Bank continuously invests in technology to enhance the Risk Management architecture.
c) Policies for hedging and / or mitigating risk and strategies and processes for monitoring the continuing effectiveness of hedges / mitigants:
The Board Approved 'Hedging Policy' details the hedging strategies, hedging processes, accounting treatment, documentation requirements and effectiveness testing for hedges.
Hedges are monitored for effectiveness periodically, in accordance with the Board Approved Policy.
d) Accounting policy for recording hedge and non-hedge transactions; recognition of income, premiums and discounts; valuation of outstanding contracts; provisioning, collateral and credit risk mitigation:
Derivative transactions are segregated into trading or hedge transactions. Trading transactions outstanding as at the Balance Sheet dates are marked to market and the resulting profits or losses, are recorded in the Profit and Loss Account.
Derivative transactions designated as "Hedges" are accounted in accordance with hedging instruments on an accrual basis over the life of the underlying instrument.
Option premium paid / received is accounted for in the Profit and Loss Account on expiry of the option.
Pursuant to the RBI guidelines, any receivables as well positive Mark to Market (MTM) in respect of future receivable under derivative contracts comprising of crystallised receivables which remain overdue for more than 90 days are reversed through the Profit and Loss Account. Limits for Derivative exposures to Corporates are approved by the Credit Committee and for Banks by the ALCO. These limits are renewable annually and are duly supported by ISDA agreements. MTM breaches are monitored daily and are cash collateralised wherever necessary.
13. RBI vide its circular dated 1st April 2019, has directed banks shall make suitable disclosures, wherever either (a) the additional provisioning requirements assessed by RBI exceed 10 percent of the published net profits before provision and contingency for the reference period or (b) the additional Gross NPAs identified by RBI exceed 10 percent of the published incremental Gross NPAs for the reference period, or both. There has been no divergence observed by RBI for the financial year 2021-22 (previous year Nil) in respect of the Bank's asset classification and provisioning under the extant prudential norms on income recognition asset classification and provisioning (IRACP) which require such disclosures.
Disclosure on Resolution of stressed assets:
In terms of the RBI circular dated 7th June 2019 on Prudential Framework for Resolution of Stressed Assets, during the financial year ended 31st March 2023, the Bank has implemented Resolution plan (RP) for one borrower (Previous year one borrower), for which Inter Creditor Agreement (ICA) was executed under consortium arrangement. There was some delay in RP implementation for this case. However, additional provision for any delayed implementation of RP is not applicable to this borrower since the banking system exposure was less than '1,500 crores. Borrowers for whom resolution plan is implemented under sole banking arrangement are not included here as no ICA is required.
In respect of certain borrowers with banking system exposure of '1,500 crores or more, where RP formulation / implementation was pending, the required additional provision has been made as required by RBI stipulations.
27. The factoring exposure of the Bank as at 31st March, 2023 is ' 2,243.88 crore (previous year: ' 1,838.31 crore).
28. During the year, the Reserve Bank of India has levied a penalty of ' 1.07 crore (previous year ' Nil) on the Bank for the following:
• ' 0.30 crores on account of delayed credit of eligible amount to the Depositor Education and Awareness Fund within the period prescribed
• ' 0.30 crores on account of failure to credit (shadow reversal) of the amount involved in the unauthorised electronic transactions to the customers' account within period prescribed
• ' 0.45 crores on failure to maintain/ apply margin on advances to stock brokers
• Penal interest of ' 0.017 crores for default in maintenance of Cash Reserve Ratio (CRR) on an average basis for a fortnight
• ' 0.002 crores for 2 instances in relation to exchange of soiled notes / adjudicate mutilated notes as detected during incognito visits undertaken by RBI.
29. There are no Off-Balance Sheet SPVs sponsored (which are required to be consolidated as per accounting norms) (previous year ' Nil).
35. Disclosures on Remuneration
A. Qualitative Disclosures:
a) Information relating to the composition and mandate of the Remuneration Committee:
The Nomination & Remuneration committee comprises of independent directors of the Bank. Key mandate of the Nomination & Remuneration committee is to oversee the overall design and operation of the compensation policy of the Bank and work in coordination with the Risk Management Committee to achieve alignment between risks and remuneration.
The Nomination and Remuneration Committee (NRC) will be, inter alia, reviewing and tracking the implementation of the Compensation Policy of the Bank. The NRC comprises of atleast 3 Non-executive Directors, out of which not less than one-half should be independent directors and should include at least one member from the Bank's Risk Management Committee of the Board. (RMC).
b) Information relating to the design and structure of remuneration processes and the key features and objectives of remuneration policy:
Objective of Banks' Compensation Policy is:
• To maintain fair, consistent and equitable compensation practices in alignment with Bank's core values and strategic business goals;
• To ensure effective governance of compensation and alignment of compensation practices with prudent risk taking;
• To have mechanisms in place for effective supervisory oversight and Board engagement in compensation;
• To ensure that the Compensation practices are within the regulatory framework stipulated from time to time by RBI.
The remuneration process is aligned to the Bank's Compensation Policy objectives.
c) Description of the ways in which current and future risks are taken into account in the remuneration processes. It should include the nature and type of the key measures used to take account of these risks:
In order to manage current and future risk and allow a fair amount of time to measure and review both quality and quantity of the delivered outcomes, a significant portion of senior and middle management compensation is variable. Further reasonable portion variable compensation is non- cash and deferred, over a period of 3 years or longer.
In case the employee is retiring within next 2 years, cash to non-cash ratio may change in favor of more cash (including deferred cash) and the vesting schedule may be shorter.
In addition, remuneration process provides for 'malus' and 'clawback' option to take care of any disciplinary issue or future drop in performance of individual/ business/ company.
d) Description of the ways in which the bank seeks to link performance during a performance measurement period with levels of remuneration:
Individual performances are assessed in line with business/ individual delivery of the Key Result Areas (KRAs), top priorities of business, budgets etc. KRAs of Line roles are linked to financials, people, service and process (Quality) and compliance parameters and KRAs of non-Line Roles have linkage to functional deliveries needed to achieve the top business priorities.
Further remuneration process is also linked to market salaries / job levels, business budgets and achievement of individual KRAs.
e) A discussion of the banks' policy on deferral and vesting of variable remuneration and a discussion of the bank's policy and criteria for adjusting deferred remuneration before vesting and after vesting:
A discussion on Policy on Deferral of Remuneration revised effective 25th June, 2022 and further amendments thereafter (Last amendment in Jun'22)
Employees have been broadly classified into following categories:
• Category I - Comprising MD & CEO and Whole Time Directors (WTDs).
• Category II - Material Risk Takers (MRTs). These include employees whose actions may have material impact on the risk exposures of the bank and who satisfy both - qualitative and quantitative criteria, as given below:
Ý Qualitative Criteria: Employees in the grade M10 and above
Ý Quantitative Criteria: Fixed Cost to Company (FCTC) is ' 1.25 Crore p.a. and above.
This excludes employees under Category III.
• Category III - Risk control and compliance employees - comprising staff in grade M9 and above in the following Control functions;
Ý Risk & Policy function
Ý Financial Control including group consolidation;
Ý Compliance;
Ý Internal Audit;
Ý Back-office Operations
Ý Vigilance
Ý Legal
Ý Secretarial
Ý HR
Ý Investor Relations
Ý CSR
• Category IV: Other employees - This includes all employees, not explicitly covered in the first three categories.
Following principles are applied for deferral / vesting of variable remuneration in accordance with RBI guidelines and Bank's compensation policy:
Category I & II
• At least 50% of Total Pay, should be variable for arriving at the total compensation for the year.
• The Cash component of the Variable Pay will not exceed 50% of the Fixed Pay.
• The total variable payout shall be limited to a maximum of 300% of the fixed pay.
• In case variable pay is up to 200% of the fixed pay, a minimum of 50% of the variable pay; and in case variable pay is above 200%,
a minimum of 67% of the variable pay should be via non-cash instruments.
• Regardless of the quantum of pay, a minimum of 60% of the total variable pay must invariably be under deferral arrangements. Further, if cash component is part of variable pay, at least 50% of the cash bonus should also be deferred.
• However, in cases where the cash component of variable pay is under ' 25 lakh for a year, deferral requirements would not be
necessary.
• The deferral period should be a minimum of three years. This would be applicable to both, the cash and non-cash components of the variable pay.
The compensation will be approved by the Nomination and Remuneration committee and RBI.
Category III
• The total variable payout shall be limited to a maximum of 300% of the fixed pay.
• However, in cases where the cash component of variable pay is under ' 25 lakh for a year, deferral requirements would not be necessary.
• The deferral period should be a minimum of three years. This would be applicable to both, the cash and non-cash components of the variable pay.
Approval authority: MD & CEO or as delegated by MD & CEO, will approve the variable pay.
For adjusting deferred remuneration before & after vesting:
Malus: Payment of all or part of amount of deferred variable pay can be prevented.
Clawback: Previously paid or already vested deferred variable pay can also be recovered under this clause.
Malus and clawback may be applied for following circumstances:
• Fraud, misfeasance, breach of trust, dishonesty, or wrongful disclosure by the employee of any confidential information pertaining to the bank or any of its affiliates;
• Willful misinterpretation / misreporting of financial performance of the bank;
• Material failure in risk management controls or material losses due to negligent risk-taking which are attributable to the employee, whether directly or indirectly;
• Any misconduct pertaining to moral turpitude, theft, misappropriation, corruption, forgery, embezzlement or an act of a felonious or criminal nature;
• Non-disclosure of material conflict of interest by the employee or any misuse of official powers;
• An act of willful, reckless or grossly negligent conduct which is detrimental to the interest or reputation of the bank or any of its affiliates, monetarily or otherwise;
• Material breach of Code of Conduct, any Non-Disclosure Agreement, regulatory procedures, internal rules and regulations or any other such instance for which the NRC, in its discretion, deems it necessary to apply malus or / and clawback provisions;
Besides the above there can be other circumstances when malus may be applied. In deciding the application of malus / clawback to any part or all of variable pay or incentives (whether paid, vested or unvested), the NRC will follow due process and adhere to the principles of natural justice and proportionality.
f) Description of the different forms of variable remuneration (i.e. cash, shares, ESOPs and other forms) that the bank utilizes and the rationale for using these different forms:
Depending on the nature of the business/function/ role, the risk involved, the time horizon for review, various forms of Variable Pay may be applicable.
The components of such variable pay will include:
• Cash - this may be paid at intervals ranging from Monthly, Quarterly, half-yearly and annual. The Monthly/ Quarterly / Half Yearly VP will be under the role and preapproved business specific incentive schemes. This may be payable within one year of grant.
• Long Term Incentive Pay (LTIP): This shall be granted to employees, in the form of Employee Stock Options (ESOPs) and / or Stock Appreciation Rights (SARs) and / or Deferred Cash. This shall be granted on a discretionary and reasonable basis, to motivate employees, create shareholder value by aligning interest of employees with the long-term interests of the Bank. LTIP may also be granted from time to time with the objective of retaining employees.
Ý ESOPs/ SARs will be linked to Kotak Mahindra Bank Stock price and will vest over a period of time.
Ý Black Scholes Model will generally be applied for arriving at the value of the units to be granted. However, Bank may choose any other model with the approval of NRC within the regulatory framework.
Ý ESOPs / SARs will be approved by the NRC. The quantum of ESOPs / SARs will be reasonable and the formulation of the ESOP series, the coverage, the vesting period and their pricing schedule, etc. will also be decided by the NRC as per SEBI guidelines.
Ý Deferred Cash may paid over a period of 3 to 5 years.
B. Quantitative Disclosures:
a) Number of meetings of the Nomination and Remuneration Committee held during the financial year and remuneration (sitting fees) paid to its members during the financial year.
During the financial year ended 31st March, 2023, 8 meetings (previous year 6 meetings) of the Nomination and Remuneration Committee were held. Members of the Nomination and Remuneration Committee were paid, for attending the meetings held during the financial year, a sitting fee of ' 50,000 per meeting (for the meetings held during before 22nd October, 2022) and ' 60,000 per meeting (for the meetings held on or after 22nd October, 2022) (previous year ' 40,000 per meeting).
b) Number of employees having received a variable remuneration award during the financial year.
As per FY23 policy for the year ended 31s1 March 2023 (“FY2023 policy”):
Quantitative disclosure restricted to CEO & four Whole Time Directors as Category I employees and Fifty Nine Category II employees as Material Risk Takers. For employees who have moved to a group company or retired or separated as well as new joiner awards up to the date in the Bank are included.
As per FY22 policy for the year ended 31st March 2022 (“FY2022 policy”):
Quantitative disclosure restricted to CEO & three Whole Time Directors as Category I employees and Seventy Nine Category II employees as Material Risk Takers. For employees who have moved to a group company or retired or separated as well as new joiner awards up to the date in the Bank are included.
All quantitative disclosures are as per FY2023 policy which is applicable from 25th June, 2022.
38. Unhedged Foreign Currency Exposure of borrowers:
The Bank recognises the importance of the risk of adverse fluctuation of foreign exchange rates on the profitability and financial position of borrowers who are exposed to currency risk. Currency induced credit risk refers to the risk of inability of borrowers to service their debt obligations due to adverse movement in the exchange rates and corresponding increase / decrease in their book values of trade payables, loan payables, trade receivables, etc. thereby exposing the Bank to risk of default by the borrower. In this regard, the Bank had put in place requisite policies & processes for monitoring and mitigation of currency induced credit risk of borrowers. These include the following:
a) Currency risk of borrowers on account of un-hedged foreign currency exposures ("UFCE") is duly considered and analysed in credit appraisal notes.
b) Periodic monitoring of un-hedged foreign currency exposures of borrowers.
c) Risk classification of borrowers having un-hedged foreign currency exposures, into Low / Medium / High, as per internal norms, based on likely loss / EBID ratio. Likely loss means the potential loss which can be caused over a one year horizon by adverse movement of exchange rates.
e) In case of borrowers exposed to currency risk where declarations for foreign currency payables / receivables (UFCE declarations) are not submitted, provision for currency induced credit risk is made as per RBI stipulated rates mentioned below:
• 10 bps in cases where limits with banking system are less than ' 50 crore;
• 80 bps in cases where limits with banking system are ' 50 crore or more.
f) Further, where annual certification from statutory auditors of UFCE data is not submitted, such borrowers are treated as UFCE declaration not submitted cases and provision is computed as per point (e) above.
g) Borrowers where the credit exposure is backed by other bank Letter of Credit, Bank guarantee or Standby Letter of Credit or Fixed Deposits are exempted from the above requirements. Exposures on other Banks and Public Financial Institutions like SIDBI, EXIM Bank, NABARD, NHB are also exempted from the above requirements.
h) Management of foreign exchange risk is considered as a parameter for internal risk rating of borrowers.
Provision held for currency induced credit risk as at 31st March, 2023 is ' 62.85 crore. (Previous year ' 73.94 crore). Incremental Risk weighted Assets value considered for the purpose of CRAR calculation in respect of currency induced credit risk as at 31st March, 2023 is ' 1,393.73 crore (Previous year ' 1,897.25 crore).
b) Qualitative disclosure around LCR
The Reserve Bank of India has prescribed monitoring of sufficiency of Bank's liquid assets using Basel III - Liquidity Coverage Ratio (LCR). The LCR is aimed at measuring and promoting short-term resilience of Banks to potential liquidity disruptions by ensuring maintenance of sufficient high quality liquid assets (HQLAs) to survive an acute stress scenario lasting for 30 days.
The ratio comprises of high quality liquid assets (HQLAs) as numerator and net cash outflows in 30 days as denominator. HQLA has been divided into two parts i.e. Level 1 HQLA which comprises of primarily cash, excess CRR, SLR securities in excess of minimum SLR requirement and a portion of mandatory SLR as permitted by RBI (under MSF and FALLCR) and Level 2 HQLA which comprises of investments in highly rated non-financial corporate bonds and listed equity investments considered at prescribed haircuts. Cash outflows are calculated by multiplying the outstanding balances of various categories or types of liabilities by the outflow run-off rates and cash inflows are calculated by multiplying the outstanding balances of various categories of contractual receivables by the rates at which they are expected to flow in.
The Bank has implemented the LCR framework and has consistently maintained LCR well above the regulatory threshold. The average LCR for the quarter ended 31st March, 2023 was 116.45% which is above the regulatory requirement of 100%. For the quarter ended 31st March, 2023 average Level 1 HQLA stood at 89.77% (' 85,101 crore.) of the total HQLA.
Apart from LCR, Bank uses various stock liquidity indicators to measure and monitor the liquidity risk in terms of funding stability, concentration risk, dependence on market borrowings, liquidity transformation, etc. The Bank maintains a diversified source of funding in terms of depositors, lenders and various funding instruments. This is evident through low depositor and lender concentration with top 20 depositors contributing 8.25% of Bank's total deposits and top 10 lenders contributing 2.91% of Bank's total liabilities.
Asset Liability Committee (ALCO) of the Bank is the primary governing body for Liquidity Risk Management supported by Balance Sheet Management Unit (BMU), Risk Management Department (RMD), Finance and ALCO Support Group. BMU is the central repository of funds within the Bank and is vested with the responsibility of managing liquidity risk within the risk appetite of the Bank. Bank has incorporated Basel III Liquidity Standards - LCR and NSFR as part of its risk appetite statement for liquidity risk.
40. Frauds
The Bank has reported 706 (Previous year 899 cases) fraud cases involving fraud amount of one lakh and above during the financial year ended 31st March 2023 amounting to ' 72.40 crore (Previous year ' 169.55 crore). The Bank has recovered / expensed off / provided the entire amount where necessary.
43. Implementation of IFRS converged Indian Accounting Standards (Ind AS)
The Ministry of Finance, Government of India, had vide its press release dated 18th January, 2016 outlined the roadmap for implementation of International Financial Reporting Standards ("IFRS") converged Indian Accounting Standards ("Ind AS") for Scheduled Commercial Bank (excluding RRBs), Non-Banking Financial Companies and Insurance companies. The Reserve Bank of India ("RBI") vide its circular dated 22nd March, 2019, deferred the implementation of Ind AS for Scheduled Commercial Banks ("SCB") till further notice pending the consideration of some recommended legislative amendments by the Government of India. The RBI has not issued any further notification on implementation of Ind AS for SCBs.
The Bank has so far taken following steps for Ind AS implementation:
I. Formed Steering Committee for Ind AS implementation. The Steering Committee headed by the Joint Managing Director ('JMD') comprises representatives from Finance, Risk, Information Technology and Treasury. The Committee closely reviews progress of Ind AS implementation in the Bank and provides guidance on critical aspects of the implementation.
II. The Bank has identified changes required to its IT systems for automation of Ind AS reporting. The Bank has identified an IT solution for Ind AS reporting and is currently in the process of implementing the solution. Further, there may be new regulatory guidelines and clarifications for Ind AS application, which the Bank will need to suitably incorporate in its implementation.
44. Disclosure on amortisation of expenditure on account of enhancement in family pension of employees of banks
Pursuant to the revision in family pension payable to employees of the Bank covered under 11th Bi-Partite settlement and Joint Note dated 11th November, 2020, the Bank has recognised the entire additional liability of ' Nil in the Profit and Loss Account during the year ended 31st March, 2023 (Previous Year: ' 115.15 crore). There is no unamortised expenditure in the Balance Sheet on account of Family Pension.
3. Lease Disclosures:
a. The Bank has taken various premises and equipment under operating lease. The lease payments recognised in the Profit and Loss Account are ' 672.27 crore (previous year ' 599.68 crore). The sub-lease income recognised in the Profit and Loss Account is ' 11.21 crore (previous year ' 8.61 crore).
b. The future minimum lease payments under non-cancellable operating lease - not later than one year is ' 573.38 crore (previous year ' 502.95 crore), later than one year but not later than five years is ' 1,575.85 crore (previous year ' 1,452.28 crore) and later than five years ' 770.25 crore (previous year ' 752.95 crore).
The lease terms include renewal option after expiry of primary lease period. There are no restrictions imposed by lease arrangements. There are escalation clauses in the lease agreements.
10. Provisions and Contingencies
As per the Master Direction on Financial Statements - Presentation and Disclosures issued by the RBI dated 30th August, 2021 (updated as on 15th November, 2021), the Bank is classifying provision / (write-back) of mark-to-market depreciation on investments under Other Income from the year ended 31st March, 2022. Prior to that, the same was being classified under Provisions and Contingencies. Figures for the previous year have been regrouped to conform to current year presentation.
11. COVID-19, a global pandemic, affected the world economy over the last few years. The revival of economic activity improved in financial year 2022 supported by relaxation of restrictions due to administration of the COVID vaccines to a large population in the country. The extent to which COVID-19 pandemic will impact the company's results going forward will depend on ongoing as well as future developments including the nature and severity of COVID-19.
The Bank held an aggregate COVID-19 related provision of ' 547 crore as of 31st March, 2022. Based on the improved outlook and on actual collections, the Bank has reversed provisions amounting to ' 159.55 crore during the year ended 31st March 2023 and continues to hold provision of ' 387.45 crore as at 31st March, 2023.
12. Corporate Social Responsibility (CSR)
Kotak Mahindra Bank Limited ("Bank") recognises its responsibility to bring about a positive change in the lives of the communities through its business operations and Corporate Social Responsibility ("CSR") initiatives.
17. The Bank, as part of its normal banking business that is conducted ensuring adherence to all regulatory requirements, grants loans and advances, makes investment, provides guarantees to and accept deposits and borrowings from its customers, other entities and persons.
Other than the transactions described above which are carried out in the normal course of business, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or deposits or any other sources or kinds of funds) by the Bank to or in any other persons or entities, including foreign entities ("intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Bank ("Ultimate Beneficiaries"). The Bank has also not received any funds from any parties (Funding Party) with the understanding that the Bank shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
18. On 10th February, 2023, the Bank has entered into share purchase agreements with the shareholders of Sonata Finance Private Limited ("Sonata”), a Non-Banking Finance Company - Micro Finance Institution registered with the RBI, to acquire 100% of the issued and paid up capital of Sonata, for a total consideration of approximately ' 537.00 crore. The transaction is subject to regulatory and other approvals, including from Reserve Bank of India, which are awaited. Upon completion of the transaction (subsequent to receipt of regulatory and other approvals), Sonata will be a 100% subsidiary of the Bank.
19. Figures for the previous year have been regrouped / reclassified wherever necessary to conform to current years' presentation.
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