AXIS BANK LIMITED

Eighteenth Annual Report 2011-12
AXIS BANK LIMITED
NOTICE
NOTICE is hereby given that the Eighteenth Annual General Meeting of the members of Axis Bank Limited will be held
on Friday, the 22 nd June, 2012 at 10.00 a.m. at J. B. Auditorium, Ahmedabad Management Association, AMA Complex,
ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad 380 015 to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Balance Sheet as at 31 st March, 2012, Profit & Loss Account and Cash flow
statement for the year ended 31 st March, 2012 and the reports of Directors and Auditors thereon.
2. To appoint a Director in place of Smt. Rama Bijapurkar, who retires by rotation and, being eligible, offers herself for
re-appointment as a Director.
3. To appoint a Director in place of Shri V. R. Kaundinya, who retires by rotation and, being eligible, offers himself for
re-appointment as a Director.
4. To declare a dividend on the Equity Shares of the Bank.
5. To consider and pass with or without modifications, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 224A and other applicable provisions, if any, of the
Companies Act, 1956 and the Banking Regulation Act, 1949, M/s. Deloitte Haskins & Sells, Chartered Accountants,
Ahmedabad, ICAI Registration Number 117365W, be and are hereby appointed as the Statutory Auditors of the Bank
to hold office from the conclusion of the Eighteenth Annual General Meeting until the conclusion of the Nineteenth
Annual General Meeting, on such remuneration as may be approved by the Audit Committee of the Board.”
SPECIAL BUSINESS:
6. To consider and pass with or without modifications, the following resolution, as an Ordinary Resolution:
“RESOLVED THAT Prof. Samir K. Barua, who was appointed as an Additional Director at the meeting of the Board of
Directors held on 22 nd July, 2011 and who holds office as such upto the date of this Annual General Meeting and in
respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying
his intention to propose Prof. Samir K. Barua as a candidate for the office of Director of the Bank is hereby appointed
as a Director of the Bank, liable to retire by rotation.”
7. To consider and pass with or without modifications, the following resolution, as an Ordinary Resolution:
“RESOLVED THAT Shri A. K. Dasgupta, who was appointed as an Additional Director at the meeting of the Board
of Directors held on 5 th September, 2011 and who holds office as such upto the date of this Annual General Meeting
and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member
signifying his intention to propose Shri A. K. Dasgupta as a candidate for the office of Director of the Bank is hereby
appointed as a Director of the Bank, liable to retire by rotation.”
8. To consider and pass with or without modifications, the following resolution, as an Ordinary Resolution:
“RESOLVED THAT Shri Som Mittal, who was appointed as an Additional Director at the meeting of the Board of
Directors held on 22 nd October, 2011 and who holds office as such upto the date of this Annual General Meeting
and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member
signifying his intention to propose Shri Som Mittal as a candidate for the office of Director of the Bank is hereby
appointed as a Director of the Bank, liable to retire by rotation.”
9. To consider and pass with or without modifications, the following resolution, as an Ordinary Resolution:
“RESOLVED THAT subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act,
1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank
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Eighteenth Annual Report 2011-12
is hereby given for re-appointment of Smt. Shikha Sharma as the Managing Director & CEO of the Bank for a period
of 3 years effective 1 st June, 2012.”
“RESOLVED FURTHER THAT subject to the approval by the Reserve Bank of India, Smt. Shikha Sharma be paid
remuneration by way of salary, allowances and perquisites as Managing Director & CEO of the Bank as per the
following terms and conditions with effect from 1 st June, 2012:
Salary : `1,78,20,000 p.a.
Leave Fare Concession : `11,15,000 p.a.
Perquisites
Upkeep allowance (for Bank’s
owned/leased accommodation) : NIL
Utility Bills : To be reimbursed at actual upto a limit of `3,00,000 p.a.
Furnishing Allowance : At actual upto a limit of `16 lacs once in a period of 3 years.
Provident Fund : 12% of basic pay with equal contribution by the Bank or as may be decided
upon by the Board/Trustees from time to time.
Gratuity : One month’s salary for each completed year of service or part thereof.
Superannuation : 10% of basic pay p.a.
Travelling Allowance : As per Bank’s Policy.
Medical benefits : (i) Group mediclaim facility as available to other employees of the Bank.
(ii) Reimbursement of full medical expenses for self and family.
Club fees : Membership of two clubs (excluding life membership fees). All official
expenses in connection with such membership incurred would be reimbursed
by the Bank.
House Rent Allowance
(in lieu of Bank’s owned/leased
accommodation) : `59,52,000 p.a.
Conveyance & Telephone : Free use of Bank’s car with driver and telephone facilities.
Personal Insurance : Shall be covered under the Group Savings Linked Insurance Scheme (GSLI)
and the Personal Accident Policy as per the Bank’s rules.
Newspapers & Periodicals : As per requirement.
Leave : As per the Bank’s rules.
Entertainment : Expenditure on official entertainment would be on the Bank’s account.
Stock Options : As may be decided by the HR and Remuneration Committee/Board from time
to time, subject to approval of Reserve Bank of India.
Variable Pay : As may be decided by the HR and Remuneration Committee/Board from time
to time subject to approval of Reserve Bank of India.
Loans : Loan facilities at existing limits, at the rate of interest applicable to other
employees.
Other terms : As per the Bank’s Staff Rules and as may be agreed by the Board, from time
to time.
“RESOLVED FURTHER THAT the Board of Directors of the Bank is hereby authorised to do all such acts, deeds and
things and to execute any document or instruments etc. as may be required to give effect to this resolution.”

Eighteenth Annual Report 2011-12
“RESOLVED FURTHER THAT the Company Secretary of the Bank is hereby authorised to file necessary forms with
the Registrar of Companies/other Regulatory Authorities under his signature and to take all further action in the
matter including signing of any other applications, deeds, documents, forms, certificates, as may be necessary under
the provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949.”
10. To consider and pass with or without modifications, the following resolution, as an Ordinary Resolution:
“RESOLVED THAT subject to approval by the Reserve Bank of India and such other statutory authorities as may be
required, approval of the members of the Bank is hereby given for revising the remuneration payable to Dr. Adarsh
Kishore, Chairman of the Bank as under:
a. Expenses for office maintenance be increased to `100,000 per month from `75,000 per month with effect from
1 st April, 2011 and thereafter be increased to ` 125,000 per month with effect from 1 st April, 2012.
b. All other terms and conditions to remain unchanged.”
11. To consider and pass with or without modifications, the following resolution as an Ordinary Resolution:
“RESOLVED THAT Shri Somnath Sengupta, in respect of whom notice under Section 257 of the Companies Act,
1956 has been received from a member signifying his intention to propose Shri Somnath Sengupta as a candidate
for the office of Director of the Bank is hereby appointed as a Director of the Bank, not liable to retire by rotation,
effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India
till 31 st May, 2015, the last day of the month in which he reaches the age of superannuation.”
12. To consider and pass with or without modifications, the following resolution as an Ordinary Resolution:
“RESOLVED THAT subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act,
1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank
is hereby given for appointment of Shri Somnath Sengupta as the Whole-time Director of the Bank effective from
the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India till 31 st May,
2015, the last day of the month in which he reaches the age of superannuation”.
“RESOLVED FURTHER THAT subject to the approval by the Reserve Bank of India, Shri Somnath Sengupta be paid
remuneration by way of salary, allowances and perquisites as Whole-time Director of the Bank as per the following
terms and conditions effective from the date from which his appointment as Whole-time Director will be approved
by Reserve Bank of India:
Salary : `1,11,48,000 p.a.
Leave Fare Concession : `5,00,000 p.a.
Perquisites
House Rent Allowance : `26,88,000 p.a. (in lieu of accommodation provided by the Bank).
Residence : Leased accommodation to be provided by the Bank.
Provident Fund : 12% of basic pay with equal contribution by the Bank or as may be decided
upon by the Board/Trustees from time to time.
Gratuity : One month’s salary for each completed year of service or part thereof (on
pro-rata basis).
Superannuation : 10% of Basic Pay p.a.
Travelling Allowance : As per Bank’s Policy.
Medical Benefits : (i) Group mediclaim facility as available to other employees of the Bank.
(ii) Reimbursement of full medical expenses for self and family.
Club Fees : Membership of one club (excluding life membership fees). All official expenses
in connection with such membership incurred would be reimbursed by the
Bank.
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Eighteenth Annual Report 2011-12
Conveyance & Telephone : Free use of the Bank’s car with a Driver and telephone facilities.
Personal Insurance : Shall be covered under the Group Savings Linked Insurance Scheme (GSLI)
and the Group Term Life Insurance Policy as per the Bank’s policy.
Newspapers & periodicals : As per requirements.
Entertainment : Expenditure on official entertainment would be on the Bank’s account.
Utility Bills : At actuals upto a limit of `1,20,000 p.a.
Furnishing Allowance : At actuals upto a limit of `10 lacs during his tenure as Whole-time Director.
Leave : As per the Bank’s rules.
Employees Stock Options (ESOP) : As may be decided by the HR and Remuneration Committee/ Board from time
to time, subject to approval of Reserve Bank of India.
Variable Pay : As may be decided by the HR and Remuneration Committee/Board, subject
to approval of the Reserve Bank of India.
Loans : Loan facilities at existing limits, at the rate of interest applicable to other
employees.
Other terms : As per the Bank’s Staff Rules and as may be agreed by the Board, from time
to time.
“RESOLVED FURTHER THAT the Board of Directors of the Bank is hereby authorised to do all such acts, deeds and
things and to execute any document or instruments etc. as may be required to give effect to this resolution.”
“RESOLVED FURTHER THAT the Company Secretary of the Bank is hereby authorised to file necessary forms with
the Registrar of Companies/other Regulatory Authorities under his signature and to take all further action in the
matter including signing of any other applications, deeds, documents, forms, certificates, as may be necessary under
the provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949.”
13. To consider and pass with or without modifications, the following resolution as an Ordinary Resolution:
“RESOLVED THAT Shri V. Srinivasan, in respect of whom notice under Section 257 of the Companies Act, 1956 has
been received from a member signifying his intention to propose Shri V. Srinivasan as a candidate for the office of
Director of the Bank is hereby appointed as a Director of the Bank, not liable to retire by rotation, effective from the
date from which his appointment as Whole-time Director will be approved by Reserve Bank of India.”
14. To consider and pass with or without modifications, the following resolution as an Ordinary Resolution:
“RESOLVED THAT subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act,
1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank
is hereby given for appointment of Shri V. Srinivasan as the Whole-time Director of the Bank for a period of 3 years
effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of
India.”
“RESOLVED FURTHER THAT subject to the approval by the Reserve Bank of India, Shri V. Srinivasan be paid
remuneration by way of salary, allowances and perquisites as Whole-time Director of the Bank as per the following
terms and conditions effective from the date from which his appointment as Whole-time Director will be approved
by Reserve Bank of India:
Salary : `1,25,70,600 p.a.
Leave Fare Concession : `5,00,000 p.a.
Perquisites
House Rent Allowance : `26,88,000 p.a. (in lieu of accommodation provided by the Bank).
Residence : Leased accommodation to be provided by the Bank.

Eighteenth Annual Report 2011-12
Provident Fund : 12% of basic pay with equal contribution by the Bank or as may be decided
upon by the Board/Trustees from time to time.
Gratuity : One month’s salary for each completed year of service or part thereof (on
pro-rata basis).
Superannuation : 10% of Basic Pay p.a.
Travelling Allowance : As per Bank’s policy.
Medical Benefits : (i) Group mediclaim facility as available to other employees of the Bank.
(ii) Reimbursement of full medical expenses for self and family.
Club Fees : Membership of one club (excluding life membership fees). All official expenses
in connection with such membership incurred would be reimbursed by the
Bank.
Conveyance & Telephone : Free use of the Bank’s car with a Driver and telephone facilities.
Personal Insurance : Shall be covered under the Group Savings Linked Insurance Scheme (GSLI)
and the Group Term Life Insurance Policy as per the Bank’s policy.
Newspapers & periodicals : As per requirements.
Entertainment : Expenditure on official entertainment would be on the Bank’s account.
Utility Bills : At actuals upto a limit of `1,20,000 p.a.
Furnishing Allowance : At actuals upto a limit of `10 lacs during his tenure as Whole-time Director.
Leave : As per the Bank’s rules.
Employees Stock Options (ESOP) : As may be decided by the HR and Remuneration Committee/ Board from time
to time, subject to approval of Reserve Bank of India.
Variable Pay : As may be decided by the HR and Remuneration Committee/Board, subject
to approval of the Reserve Bank of India.
Loans : Loan facilities at existing limits, at the rate of interest applicable to other
employees.
Other terms : As per the Bank’s Staff Rules and as may be agreed by the Board, from time
to time.
“RESOLVED FURTHER THAT the Board of Directors of the Bank is hereby authorised to do all such acts, deeds and
things and to execute any document or instruments etc. as may be required to give effect to this resolution.”
“RESOLVED FURTHER THAT the Company Secretary of the Bank is hereby authorised to file necessary forms with
the Registrar of Companies/other Regulatory Authorities under his signature and to take all further action in the
matter including signing of any other applications, deeds, documents, forms, certificates, as may be necessary under
the provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949.”
Place : Mumbai By order of the Board
Date : 17 th May, 2012
P. J. Oza
Company Secretary &
Senior Vice President (Law)
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Notes:
Eighteenth Annual Report 2011-12
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO
BE VALID AND EFFECTIVE MUST BE DELIVERED AT THE REGISTERED OFFICE OF THE BANK NOT LATER THAN
FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2. The relevant explanatory statement pursuant to the provisions of Section 173(2) of the Companies Act, 1956 in
respect of item Nos. 5 to 14, is annexed hereto.
3. The Register of Members and the Share Transfer Books of the Bank will remain closed from Saturday, the 16 th day of
June, 2012 to Friday, the 22 nd day of June, 2012 (both days inclusive).
4. The Dividend would be paid to the shareholders whose names stand on the Register of Members on the close of
business hours of 15 th June, 2012. ECS credit/dispatch of the dividend warrants would commence on 23 rd June, 2012
and is expected to be completed on or before 2 nd July, 2012.
5. a) The Bank is arranging to print the details of your Bank Account on the dividend warrants thereby ensuring that
the proceeds of the dividend warrants are credited to your account. We therefore request you to send to our
Registrar and Share Transfer Agents, M/s. Karvy Computershare Private Limited, Hyderabad or to the Registered
Office of the Bank, the following particulars so as to reach them on or before 15 th June, 2012.
• Name of the Bank, Branch and Place with PIN code No., where the account is maintained.
• Bank Account No.
b) The Bank has also decided to offer the facility of ECS/NECS in centres wherever available. The ECS Mandate Form
is annexed. This facility could also be used by the shareholders instead of the Bank Mandate System, for receiving
the credit of dividends.
6. Shareholders may now avail of the Nomination Facility under Section 109A of the Companies Act, 1956. The relevant
Nomination Form is annexed.
7. Shareholders seeking any information with regard to accounts are requested to write to the Bank at an early date to
enable the Management to keep the information ready.
8. SEBI has made it mandatory for every participant in the securities/capital market to furnish the details of Income tax
Permanent Account Number (PAN). Accordingly, all the shareholders holding shares in physical form are requested to
submit their details of PAN along with a photocopy of both sides of the PAN card, duly attested, to the Registrar and
Share Transfer Agents of the Bank.
9. The Ministry of Corporate Affairs (MCA) has launched a “Green Initiatives in the Corporate Governance” by allowing
paperless compliances by the companies. MCA has issued circulars stating that the services of a notice/document by
a company to its shareholders can now be made through electronic mode. In view of the above, the Annual Report
(Audited Financial Statements, Directors Report, Auditors Report etc.) is being sent to the shareholders in electronic
form to the email address registered with their Depository Participant (in case of electronic shareholding)/the Bank’s
Registrar and Share Transfer Agents (in case of physical shareholding).
We, therefore request and encourage you to register your email ID in the records of your Depository Participant
(in case of electronic holding)/the Bank’s Registrar and Share Transfer Agents (in case of physical shareholding)
mentioning your folio no./demat account details.
However, in case you wish to receive the above shareholder communication in paper form, you may write to the
Bank’s Registrar and Share Transfer Agents, M/s. Karvy Computershare Private Limited, Unit: Axis Bank Limited,
Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad – 500 081, or send an email at axisgogreen@karvy.com
mentioning your folio no./demat account details.

Eighteenth Annual Report 2011-12
The Shareholders are requested to write to the Company Secretary or to the Registrar and Share Transfer Agent
regarding transfer of shares and for resolving grievances at the below address.
The Company Secretary
Axis Bank Limited
Registered Office : ‘Trishul’, 3rd Floor, Opp. Samartheshwar Temple, Law Garden, Ellisbridge, Ahmedabad – 380 006.
Email: p.oza@axisbank.com or rajendra.swaminarayan@axisbank.com
M/s. Karvy Computershare Private Limited
Unit: Axis Bank Limited
Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad – 500 081.
Phone No. 040-23420815 to 23420824
Fax No. 040-23420814
Email: einward.ris@karvy.com
Contact Persons: Shri V. K. Jayaraman, GM (RIS)/Ms. Varalakshmi, Sr. Manager (RIS)
10. Information regarding Directors retiring by rotation:
i) Smt. Rama Bijapurkar has an Honours Degree in Science and a Post Graduate Diploma in Management from the
Indian Institute of Management, Ahmedabad. She is an Independent Management Consultant, specialising in
market strategy. She has 30 years of experience in market research and market strategy and serves or has served
on the boards of several of India’s leading companies. As on 31 st March, 2012, she is the Chairperson of HR and
Remuneration Committee and member of Nomination Committee and Acquisitions, Divestments and Mergers
Committee of the Bank’s Board. She does not hold any equity share of the Bank.
ii) Shri V. R. Kaundinya is a Graduate in Agriculture from AP Agricultural University, Hyderabad. He also holds
PGDM with specialization in Agriculture from Indian Institute of Management, Ahmedabad. Shri Kaundinya has
been working in the field of agriculture since 1979. His work includes dealing with the farmers, scientists, policy
makers, input industry, trade and other stakeholders who are involved in agriculture in India and abroad. He has
specifically worked in the areas of crop protection, seeds, other agronomic practices and farmers economics.
He was a member of the Dr. Swaminathan Committee to develop the Biotech Policy in India. He held various
leadership positions in industry associations like the Indian Crop Protection Association, Association of Seed
Industry and All India Crop Biotech Association. He is currently the Chairman of the Agriculture Group in the
Association of Biotech Led Enterprises (ABLE). He has developed case studies and took Agricultural Marketing
and Rural Developments classes at various management institutes including IIM, Ahmedabad. As on 31 st March,
2012, he is member of Audit Committee, Nomination Committee, Special Committee of the Board of Directors
for Monitoring of Large Value Frauds and Acquisitions, Divestments and Mergers Committee of the Bank’s
Board. He does not hold any equity share of the Bank.
Place : Mumbai By order of the Board
Date : 17 th May, 2012
P. J. Oza
Company Secretary &
Senior Vice President (Law)
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Eighteenth Annual Report 2011-12
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT U/S 173(2) OF THE COMPANIES ACT, 1956
Item No. 5:
Section 224A of the Companies Act, 1956 provides that in case of companies in which not less than 25 percent of
the subscribed share capital is held, whether singly or in combination, by public financial institutions, banks, insurance
companies, Government companies, Central Government or State Government(s), the appointment of an Auditor of
the Company shall be made by a Special Resolution. The Administrator of the Specified Undertaking of the Unit Trust of
India (erstwhile Unit Trust of India), Life Insurance Corporation of India, General Insurance Corporation and its erstwhile
subsidiaries, constitute public financial institutions in terms of Section 4A of the Companies Act, 1956, and hold more
than 25 percent of the subscribed equity share capital of the Bank. Hence, a Special Resolution is proposed for the
appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as the Bank’s Statutory Auditors to hold office from
the conclusion of this meeting upto the conclusion of the next Annual General Meeting.
As required, M/s. Deloitte Haskins & Sells have forwarded a certificate to the Bank stating that their appointment, if made,
will be within the limit specified in Sub-Section (1B) of Section 224 of the Companies Act, 1956.
The Directors recommend the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as the Statutory
Auditors of the Bank.
None of the Directors is in any way concerned with or interested in the resolution at Item No. 5 of the Notice.
Item No. 6:
Prof. Samir K. Barua was appointed as an Additional Director of the Bank w.e.f. 22nd July, 2011. Under Section 260 of
the Companies Act, 1956, read with Article 91 of the Articles of Association of the Bank, he continues to hold office as
a Director until the conclusion of the ensuing Annual General Meeting. However, as required under Section 257 of the
Companies Act, 1956, the Bank has received a notice from a member signifying his intention to propose Prof. Barua as
a candidate for the office of Director of the Bank and the requisite deposit of `500 has also been received by the Bank
along with such notice. It is proposed that Prof. Barua will be liable to retire by rotation. He does not hold any equity
share of the Bank.
Prof. Samir K. Barua has a Master’s degree in technology from the Indian Institute of Technology, Kanpur and a Doctorate
in management (Fellow Programme in Management) from the Indian Institute of Management, Ahmedabad. He has
been on the faculty of Indian Institute of Management, Ahmedabad, for the past 30 years and having held various
administrative positions, is currently, the Director of Indian Institute of Management, Ahmedabad. Prof. Barua brings
considerable expertise in financial markets and risk management. He is an independent director on the board of corporates
such as Bharat Petroleum Corporation Limited, STCI Finance Limited, Coal India Limited, Torrent Power Limited and IOT
Infrastructure and Energy Services Limited.
As on 31st March, 2012, Prof. Barua is a member of Audit Committee, Risk Management Committee and Customer
Service Committee.
The Directors recommend approval of the resolution.
Except for Prof. Samir K. Barua, no other Director of the Bank is in any way concerned with or interested in the resolution
at Item No. 6 of the Notice.
Item No. 7:
Shri A. K. Dasgupta, Nominee of LIC, was appointed as an Additional Director of the Bank w.e.f. 5th September, 2011.
Under Section 260 of the Companies Act, 1956, read with Article 91 of the Articles of Association of the Bank, he
continues to hold office as a Director until the conclusion of the ensuing Annual General Meeting. However, as required
under Section 257 of the Companies Act, 1956, the Bank has received a notice from a member signifying his intention
to propose Shri Dasgupta as a candidate for the office of Director of the Bank and the requisite deposit of `500 has also
been received by the Bank along with such notice. It is proposed that Shri Dasgupta will be liable to retire by rotation. He
does not hold any equity share of the Bank.
Shri A. K. Dasgupta is B.Sc. (Hons.) and has done Diploma in Personnel Management & Labour Welfare from Punjab
University and is a Licentiate from Federation of Insurance Institute. Shri A. K. Dasgupta, took charge as the Managing
Director of Life Insurance Corporation of India on 3 rd April, 2007. Apart from being associated with many organizational

Eighteenth Annual Report 2011-12
development programmes in LIC, he was also involved in introducing many new initiatives. He was associated with many
initiatives taken by the Corporation to meet the challenges of the future. He retired from the services of LIC with effect
from 31st January, 2012. He is also a Director on the board of corporates such as ABB Limited and Grasim Industries
Limited.
The Directors recommend approval of the resolution.
Except for Shri A. K. Dasgupta, no other Director of the Bank is in any way concerned with or interested in the resolution
at Item No. 7 of the Notice.
Item No. 8:
Shri Som Mittal was appointed as an Additional Director of the Bank w.e.f. 22nd October, 2011. Under Section 260 of
the Companies Act, 1956, read with Article 91 of the Articles of Association of the Bank, he continues to hold office as
a Director until the conclusion of the ensuing Annual General Meeting. However, as required under Section 257 of the
Companies Act, 1956, the Bank has received a notice from a member signifying his intention to propose Shri Mittal as
a candidate for the office of Director of the Bank and the requisite deposit of `500 has also been received by the Bank
along with such notice. It is proposed that Shri Mittal will be liable to retire by rotation. He does not hold any equity share
of the Bank.
Shri Som Mittal is President of NASSCOM, the premier trade body for the IT-BPO Industry in India. Shri Mittal has more
than 23 years of experience in IT industry and has handled both domestic and international operations and is familiar with
leveraging of technology in Corporations. He has worked with Wipro for 5 years from 1989-1994 as Chief Executive of
their PC Server and Services Division. From 1994-1999 he was MD of Digital Equipment India Ltd., a company engaged in
providing Technology Solutions to Corporations including Banks and Financial Institutions. During 1999-2006 he was the
M.D. for Digital Global Soft (HP subsidiary), a software services company providing global solutions. From 2006-2007, he
was Senior Vice President, Asia Pacific and Japan, in HP.
As on 31st March, 2012, Shri Som Mittal is the Chairman of the IT Strategy Committee of the Board.
The Directors recommend approval of the resolution.
Except for Shri Som Mittal, no other Director of the Bank is in any way concerned with or interested in the resolution at
Item No. 8 of the Notice.
Item No. 9:
The Board of Directors at their meeting held on 1st June, 2009 had appointed Smt. Shikha Sharma as the Managing
Director & CEO for a period of three years with effect from 1st June, 2009. The term of Smt. Shikha Sharma will therefore
end on 31st May, 2012. In view of the above, the HR and Remuneration Committee considered the re-appointment
of Smt. Shikha Sharma and had recommended her re-appointment for a further period of three years effective
1st June, 2012. The Board of Directors at their meeting held on 13th February, 2012 also approved her re-appointment
for a further period of three years effective 1st June, 2012. The Bank had made an application to Reserve Bank of India
for its approval to the above re-appointment which has been approved vide RBI letter dated 10th May, 2012. Further, the
Board at its meeting held on 27th April, 2012 approved the revised compensation payable to Smt. Shikha Sharma effective
1st June, 2012. The Bank will approach RBI for its approval for payment of revised compensation.
During the tenure of Smt. Shikha Sharma, the Bank has shown all-round progress in terms of business growth, profitability,
branch expansion, ATM network expansion and improved brand equity. Total deposits have increased from `1,17,374
crores at 31st March, 2009 to `2,20,104 crores at 31st March, 2012. Total advances have also increased from `81,557
crores at 31st March, 2009 to `169,760 crores at 31st March, 2012. Net profit of the Bank for the year ended 31st March,
2012 was `4,242 crores, as against `1,815 crores for the year ended 31st March, 2009. The branch network (branches
and extension counters) of the Bank increased from 792 at 31st March, 2009 to 1,622 at 31st March, 2012.
Smt. Shikha Sharma has done her B.A. (Hons.) in Economics and completed her PGDBM from the Indian Institute of
Management, Ahmedabad in 1980. She has a Post Graduate Diploma in Software Technology, from the National Centre
for Software Technology, Mumbai.
Smt. Sharma began her career with the ICICI group where she has worked across various verticals like Project Finance,
Retail Banking and Investment Banking. Her last assignment was as Managing Director & CEO of ICICI Prudential Life
Insurance Company, a leading life insurance company in the private sector.
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Eighteenth Annual Report 2011-12
Smt. Sharma’s achievements in the financial sector have received wide recognition. She is a recipient of many business
awards notably; ‘Transformational Business Leader of the Year’ at AIMA’s Managing India Awards - 2012, ‘Woman Leader
of the year’ at Bloomberg-UTV Financial Leadership Awards - 2012. She has also been listed in prominent publications
such as Forbes List of Asia’s 50 Power Business Women - 2012, Indian Express Most Powerful Indians - 2012, India Today
Power List of 25 Most Influential Women - 2012.
As on 31st March, 2012, Smt. Sharma is Chairperson of the Special Committee of the Board of Directors for Monitoring
of Large Value Frauds and Committee of Whole-time Directors. She is also a member of the Committee of Directors,
Risk Management Committee, Customer Service Committee, Acquisitions, Divestments and Mergers Committee and IT
Strategy Committee. She is the Chairperson of Axis Asset Management Company Limited and Axis U.K. Limited and also
a Director of Axis Private Equity Limited, the subsidiaries of the Bank. She holds 15,000 equity shares of the Bank allotted
to her under ESOP scheme of the Bank.
The Directors recommend approval of the resolution.
Except for Smt. Shikha Sharma, no other Director of the Bank is in any way concerned with or interested in the resolution
at Item No. 9 of the Notice.
Item No. 10:
Dr. Adarsh Kishore was appointed as the Chairman of the Bank for a period of three years from 8th March, 2010. The
Board of Directors of the Bank at its meeting held on 22nd April, 2011 had approved the revision in remuneration and
increase in the reimbursement of expenses for office maintenance to Dr. Adarsh Kishore with effect from 1st April, 2011
from `75,000 per month to `1,00,000 per month. Shareholders approval to the revision in remuneration was obtained
by way of an ordinary resolution at the Annual General Meeting of the Bank held on 17th June, 2011. The Reserve Bank
of India has approved revision in remuneration and increase in reimbursement of expenses for office maintenance to Dr.
Adarsh Kishore from `75,000 to `1,00,000 per month effective 1st April, 2011. It is now proposed to obtain shareholders
approval for reimbursement of expenses for office maintenance to Dr. Adarsh Kishore upto `1,00,000 per month with
effect from 1st April, 2011.
During the year ended 31 st March, 2012, the Bank has grown and progressed under the guidance of Dr. Adarsh Kishore.
In view of this, the HR and Remuneration Committee of the Board, which met on 20 th April, 2012, examined the
remuneration of Dr. Adarsh Kishore, in comparison with the remuneration of the Chairmen of the other peer group
banks and recommended a revision in the reimbursement of expenses for office maintenance to `125,000 per month to
Dr. Adarsh Kishore. The Board of Directors of the Bank at its meeting held on 17 th May, 2012 has approved the above
revision to Dr. Adarsh Kishore with effect from 1 st April, 2012.
The Directors recommend approval of the resolution.
Except for Dr. Adarsh Kishore, no other Director of the Bank is in any way concerned with or interested in the resolution
at Item No. 10 of the Notice.
Item Nos. 11 and 12:
The Board of Directors at its meeting held on 27th April, 2012 approved the proposal for appointment of Shri Somnath
Sengupta as a whole-time Director of the Bank effective from the date from which his appointment as Whole-time
Director will be approved by Reserve Bank of India till 31st May, 2015, the last day of the month in which he reaches the
age of superannuation. The Bank has received a notice under Section 257 of the Companies Act, 1956, from a member
signifying his intention to propose Shri Somnath Sengupta as a candidate for the office of Director of the Bank and the
requisite deposit of `500 has also been received by the Bank along with such notice. It is proposed that Shri Somnath
Sengupta will not be liable to retire by rotation.
Shri Somnath Sengupta has a degree in Economics Honours from the University of Delhi. He has over 35 years of banking
experience including nearly 20 years with the State Bank group. He joined the Bank in 1996. He has all-round experience
in banking operations with extensive experience in foreign exchange and treasury operations. Shri Somnath Sengupta has
headed the finance function since 2003 and has been the Executive Director & CFO of the Bank w.e.f. 1st October, 2009.
Shri Somnath Sengupta is a director of Axis U.K. Limited, the subsidiary of the Bank. He is a member of Committee of
Directors and Audit & Compliance Committee of Axis U.K. Limited. He holds 46,707 equity shares of the Bank allotted to
him under ESOP scheme of the Bank.

Eighteenth Annual Report 2011-12
The Directors recommend approval of the resolutions.
No Director of the Bank is in any way concerned with or interested in the resolutions at Item Nos. 11 and 12 of the Notice.
Item Nos. 13 and 14:
The Board of Directors at its meeting held on 27th April, 2012 approved the proposal for appointment of Shri V. Srinivasan
as a whole-time Director of the Bank for a period of three years effective from the date from which his appointment as
Whole-time Director will be approved by Reserve Bank of India. The Bank has received a notice under Section 257 of the
Companies Act, 1956, from a member signifying his intention to propose Shri V. Srinivasan as a candidate for the office
of Director of the Bank and the requisite deposit of `500 has also been received by the Bank along with such notice. It is
proposed that Shri V. Srinivasan will not be liable to retire by rotation.
Shri V. Srinivasan is a qualified engineer from the College of Engineering, Anna University, Chennai and completed his
PGDBM from the Indian Institute of Management, Calcutta in 1990. He began his career in the financial services industry
with ICICI Ltd., in its Merchant Banking Division, in 1990. He was a part of the start-up team of ICICI Securities and
Finance Co. Ltd (I-Sec), the joint venture between ICICI and J.P. Morgan and headed the Fixed Income business there.
Since 1999, Shri V. Srinivasan was working with J.P. Morgan, India and in his last assignment he was their Managing
Director and Head of Markets. He was CEO of J.P. Morgan Chase Bank, Mumbai Branch as well as Chairman, J.P. Morgan
Securities (I) Pvt. Ltd. at the time he left J.P. Morgan. He has served on various RBI Committees such as the Technical
Advisory Committee of RBI, Committee of Repos, STRIPS etc. He has also served as a Chairman of FIMMDA, the key selfregulatory
body for bond and money markets and PDAI, the self-regulatory organization for Primary Dealers. He joined
the Bank in September, 2009 as the Executive Director (Corporate Banking).
Shri V. Srinivasan is Chairman of Axis Trustee Services Limited and a director in Axis U.K. Limited, the subsidiaries of the
Bank. He is Chairman of Human Resources, Remuneration & Nomination Committee and member of Committee of
Directors and Risk Management Committee of Axis U.K. Limited. He does not hold any equity share of the Bank.
The Directors recommend approval of the resolutions.
No Director of the Bank is in any way concerned with or interested in the resolutions at Item Nos. 13 and 14 of the Notice.
Place : Mumbai By order of the Board
Date : 17 th May, 2012
P. J. Oza
Company Secretary &
Senior Vice President (Law)
11

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Eighteenth Annual Report 2011-12
AXIS BANK LIMITED
Registered Office: Trishul, 3 rd Floor, Opp. Samartheshwar Temple, Law Garden, Ellisbridge, Ahmedabad – 380 006
PROXY FORM
I/We, ____________________________________________________________________________________, of ___________________
in the district of ___________________________________ being a member/members of Axis Bank Limited hereby appoint
Shri/Smt. _________________________________________________________________________________ of _____________________
in the district of __________________________ or failing him Shri/Smt. _____________________________________________________
of ___________________________ in the district of __________________________________________ as my/our proxy to attend and
vote for me/us/our behalf at the 18 th Annual General Meeting of the Bank to be held on Friday, the 22 nd June, 2012
at 10.00 a.m. at J. B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg,
Ahmedabad 380 015 and at any adjournment thereof.
Signed this ______ day of ____________, 2012
Signature : __________________________________________________________________
Address : __________________________________________________________________
: __________________________________________________________________
Folio No./CL ID/DP ID No. : ____________________________________ No. of Shares held : _____________________________
N.B. : 1. The Proxy need not be a member.
2. The Proxy Form duly signed and stamped should reach the Bank’s Registered Office at least 48 hours before the time of
Meeting.
ATTENDANCE SLIP
Affix
15 Paise
Revenue
Stamp
PLEASE BRING THIS ATTENDANCE SLIP TO THE MEETING HALL AND HAND IT OVER AT THE ENTRANCE
I/We hereby record my/our presence at the 18 th Annual General Meeting of Axis Bank Limited held at J. B. Auditorium,
Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad 380 015 on Friday, the
22 nd June, 2012 at 10.00 a.m.
Name of the Shareholder : _________________________________________________________________
Ledger Folio No./CL ID/DP ID No. : _________________________________________________________________
Number of shares held : _________________________________________________________________
Name of the Proxy/Representative, if any : _________________________________________________________________
Signature of the Member/s/Proxy : _________________________________________________________________
Signature of the Representative : _________________________________________________________________
AXIS BANK LIMITED
Registered Office: Trishul, 3rd Floor, Opp. Samartheshwar Temple, Law Garden, Ellisbridge, Ahmedabad – 380 006.

NOMINATION FORM
FORM 2B
(See rules 4CCC and 5D)
(To be filled in by individual(s) applying singly or jointly)
I/We ____________________________________________________________________________________________________________ and
_________________________________________________________________________________________________________________ and
______________________________________________________________________________________ the holders of shares bearing
numbers of Axis Bank Limited wish to make a nomination and do hereby nominate the following person(s) in whom all rights of transfer
and/or amount payable in respect of shares shall vest in the event of my or our death.
Name(s) and Address(s) of Nominee(s) : ____________________________________________________________________
Folio No. : ____________________________________________________________________
Address : ____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Date of Birth* : ____________________________________________________________________
*(To be furnished in case the nominee is a minor)
**The Nominee is minor whose guardian is
Name : ________________________________________________________________________________________________________
Address : ________________________________________________________________________________________________________
________________________________________________________________________________________________________
(**To be deleted if not applicable)
Signature : 1. _________________________________ 2. _________________________________ 3. _______________________________
Name : 1. _________________________________ 2. _________________________________ 3. _______________________________
Address : ________________________________________________________________________________________________________
________________________________________________________________________________________________________
Date : _________ / ________ /2012
Address, Name and Signature of witness :
___________________________________________________________ _____________________________________________________
(Name and Address) Signature with Date
1. ___________________________________________________________ 1. ___________________________________________________
2. ___________________________________________________________ 2. ___________________________________________________
Instructions :
1. The Nomination can be made by individuals only applying/holding shares on their own behalf singly or jointly. Non-individual including society, trust,
body corporate, partnership firm, Karta of HUF, holder of power of attorney cannot nominate. If the shares are held jointly, all joint holders will sign
the nomination form. Space is provided as a specimen, if there are more joint holders more sheets can be added for signatures of holders of shares and
witness.
2. A minor can be nominated by a holder of shares and in that event the name and address of the Guardian shall be given by the holder.
3. The nominee shall not be a trust, society, body corporate, partnership firm, Karta of HUF, or a power of attorney holder. A non-resident Indian can be
a nominee on re-patriable basis.
4. Nomination stands rescinded upon transfer of shares.
5. Transfer of shares in favour of a nominee shall be a valid discharge by a Company against the legal heir.
6. The intimation regarding Nomination/Nomination form shall be filed in duplicate with Company/Registrar and Share Transfer Agents of the Company
who will return one copy thereof to the shareholder.

To
M/s. Karvy Computershare Private Limited
Unit : Axis Bank Limited
Plot No. 17 to 24, Vithalrao Nagar
Madhapur, Hyderabad - 500 081
Eighteenth Annual Report 2011-12
ECS MANDATE FORM
FOR SHARES HELD IN PHYSICAL MODE
Please complete this form and send it to
M/s. Karvy Computershare Private Limited, Hyderabad
SHAREHOLDERS HOLDING SHARES IN DEMAT MODE
should inform their DPs directly
I hereby consent to have the amount of dividend on my equity shares credited through the National Electronic Clearing
Service (Credit Clearing) - (NECS). The particulars are:
1. Folio No. ________________________________________________________________________________
2. Name of 1 st Registered holder ________________________________________________________________________________
3. Bank Details : ________________________________________________________________________________
• Name of Bank ________________________________________________________________________________
• Full address of the Branch ________________________________________________________________________________
• Account Number ________________________________________________________________________________
• Bank Ledger No. ________________________________________________________________________________
• Account Type : (Please tick the relevant box for Savings Bank Account, Current Account or Cash Credit A/c)
10 - Savings 11 -Current 12 - Cash Credit
• 9 Digit Code number of the Bank and branch appearing on the MICR cheque issued by the Bank (Please attach a
photocopy of a cheque for verifying the accuracy of the code number):
I hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete
or incorrect information, I will not hold the Company responsible.
(Signature of the 1 st Registered holder as per
the specimen signature with the Company)
Name : _________________________________________
Address : _________________________________________
_________________________________________
Date : _______ / _______ /2012 _________________________________________