The Housing Development Finance Corporation Limited (HDFC) was amongst the first to receive an 'in principle' approval from the Reserve Bank of India (RBI) to set up a bank in the private sector, as part of the RBI's liberalisation of the Indian Banking Industry in 1994. The bank was incorporated in August 1994 in the name of 'HDFC Bank Limited', with its registered office in Mumbai, India. HDFC Bank commenced operations as a Scheduled Commercial Bank in January 1995.

HDFC is India's premier housing finance company and enjoys an impeccable track record in India as well as in international markets. Since its inception in 1977, the Corporation has maintained a consistent and healthy growth in its operations to remain the market leader in mortgages. Its outstanding loan portfolio covers well over a million dwelling units. HDFC has developed significant expertise in retail mortgage loans to different market segments and also has a large corporate client base for its housing related credit facilities. With its experience in the financial markets, a strong market reputation, large shareholder base and unique consumer franchise, HDFC was ideally positioned to promote a bank in the Indian environment.

HDFC Bank's mission is to be a World-Class Indian Bank. The objective is to build sound customer franchises across distinct businesses so as to be the preferred provider of banking services for target retail and wholesale customer segments, and to achieve healthy growth in profitability, consistent with the bank's risk appetite. The bank is committed to maintain the highest level of ethical standards, professional integrity, corporate governance and regulatory compliance. HDFC Bank's business philosophy is based on four core values - Operational Excellence, Customer Focus, Product Leadership and People.

Capital Structure

As on 31st March, 2009 the authorised share capital of HDFC Bank is Rs. 550 crore. The paid-up capital as on the said date is Rs. 425,38,41,090/- ( 42,53,84,109 equity shares of Rs 10/- each). The HDFC Group holds 19.38% of the Bank's equity and about 17.70 % of the equity is held by the ADS Depository (in respect of the bank's American Depository Shares (ADS) Issue). 27.69 % of the equity is held by Foreign Institutional Investors (FIIs) and the Bank has about 5,48,774 shareholders.

The shares are listed on the Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Bank's American Depository Shares ( ADS ) are listed on the

New York Stock Exchange (NYSE) under the symbol 'HDB' and the Bank's Global Depository Receipts (GDRs) are listed on Luxembourg Stock Exchange under ISIN No US40415F2002.

On May 23, 2008, the amalgamation of Centurion Bank of Punjab with HDFC Bank was formally approved by Reserve Bank of India to complete the statutory and regulatory approval process. As per the scheme of amalgamation, shareholders of CBoP received 1 share of HDFC Bank for every 29 shares of CBoP.

The merged entity will have a strong deposit base of around Rs. 1,22,000 crore and net advances of around Rs. 89,000 crore. The balance sheet size of the combined entity would be over Rs. 1,63,000 crore. The amalgamation added significant value to HDFC Bank in terms of increased branch network, geographic reach, and customer base, and a bigger pool of skilled manpower.

In a milestone transaction in the Indian banking industry, Times Bank Limited (another new private sector bank promoted by Bennett, Coleman & Co. / Times Group) was merged with HDFC Bank Ltd., effective February 26, 2000. This was the first merger of two private banks in the New Generation Private Sector Banks. As per the scheme of amalgamation approved by the shareholders of both banks and the Reserve Bank of India, shareholders of Times Bank received 1 share of HDFC Bank for every 5.75 shares of Times Bank.

HDFC Bank is headquartered in Mumbai. The Bank at present has an enviable network of over 1412 branches spread over 528 cities across India. All branches are linked on an online real-time basis. Customers in over 500 locations are also serviced through Telephone Banking. The Bank's expansion plans take into account the need to have a presence in all major industrial and commercial centres where its corporate customers are located as well as the need to build a strong retail customer base for both deposits and loan products. Being a clearing/settlement bank to various leading stock exchanges, the Bank has branches in the centres where the NSE/BSE have a strong and active member base.

The Bank also has a network of about over 3295 networked ATMs across these cities. Moreover, HDFC Bank's ATM network can be accessed by all domestic and international Visa/MasterCard, Visa Electron/Maestro, Plus/Cirrus and American Express Credit/Charge cardholders.

Mr. Jagdish Capoor took over as the bank's Chairman in July 2001. Prior to this, Mr. Capoor was a Deputy Governor of the Reserve Bank of India.

The Managing Director, Mr. Aditya Puri, has been a professional banker for over 25 years, and before joining HDFC Bank in 1994 was heading Citibank's operations in Malaysia.

The Bank's Board of Directors is composed of eminent individuals with a wealth of experience in public policy, administration, industry and commercial banking. Senior executives representing HDFC are also on the Board.

Senior banking professionals with substantial experience in India and abroad head various businesses and functions and report to the Managing Director. Given the professional expertise of the management team and the overall focus on recruiting and retaining the best talent in the industry, the bank believes that its people are a significant competitive strength.

HDFC Bank operates in a highly automated environment in terms of information technology and communication systems. All the bank's branches have online connectivity, which enables the bank to offer speedy funds transfer facilities to its customers. Multi-branch access is also provided to retail customers through the branch network and Automated Teller Machines (ATMs).

The Bank has made substantial efforts and investments in acquiring the best technology available internationally, to build the infrastructure for a world class bank. The Bank's business is supported by scalable and robust systems which ensure that our clients always get the finest services we offer.

The Bank has prioritised its engagement in technology and the internet as one of its key goals and has already made significant progress in web-enabling its core businesses. In each of its businesses, the Bank has succeeded in leveraging its market position, expertise and technology to create a competitive advantage and build market share.

HDFC Bank offers a wide range of commercial and transactional banking services and treasury products to wholesale and retail customers. The bank has three key business segments:

Wholesale Banking ServicesThe Bank's target market ranges from large, blue-chip manufacturing companies in the Indian corporate to small & mid-sized corporates and agri-based businesses. For these customers, the Bank provides a wide range of commercial and transactional banking services, including working capital finance, trade services, transactional services, cash management, etc. The bank is also a leading provider of structured solutions, which combine cash management services with vendor and distributor finance for facilitating superior supply chain management for its corporate customers. Based on its superior product delivery / service levels and strong customer orientation, the Bank has made significant inroads into the banking consortia of a number of leading Indian corporates including multinationals, companies from the domestic business houses and prime public sector companies. It is recognised as a leading provider of cash management and transactional banking solutions to corporate customers, mutual funds, stock exchange members and banks.

Retail Banking Services The objective of the Retail Bank is to provide its target market customers a full range of financial products and banking services, giving the customer a one-stop window for all his/her banking requirements. The products are backed by world-class service and delivered to customers through the growing branch network, as well as through alternative delivery channels like ATMs, Phone Banking, NetBanking and Mobile Banking.

The HDFC Bank Preferred program for high net worth individuals, the HDFC Bank Plus and the Investment Advisory Services programs have been designed keeping in mind needs of customers who seek distinct financial solutions, information and advice on various investment avenues. The Bank also has a wide array of retail loan products including Auto Loans, Loans against marketable securities, Personal Loans and Loans for Two-wheelers. It is also a leading provider of Depository Participant (DP) services for retail customers, providing customers the facility to hold their investments in electronic form.

HDFC Bank was the first bank in India to launch an International Debit Card in association with VISA (VISA Electron) and issues the Mastercard Maestro debit card as well. The Bank launched its credit card business in late 2001. By March 2009, the bank had a total card base (debit and credit cards) of over 13 million. The Bank is also one of the leading players in the “merchant acquiring” business with over 70,000 Point-of-sale (POS) terminals for debit / credit cards acceptance at merchant establishments. The Bank is well positioned as a leader in various net based B2C opportunities including a wide range of internet banking services for Fixed Deposits, Loans, Bill Payments, etc.

TreasuryWithin this business, the bank has three main product areas - Foreign Exchange and Derivatives, Local Currency Money Market & Debt Securities, and Equities. With the liberalisation of the financial markets in India, corporates need more sophisticated risk management information, advice and product structures. These and fine pricing on various treasury products are provided through the bank's Treasury team. To comply with statutory reserve requirements, the bank is required to hold 25% of its deposits in government securities. The Treasury business is responsible for managing the returns and market risk on this investment portfolio.

Credit Rating The Bank has its deposit programs rated by two rating agencies - Credit Analysis & Research Limited (CARE) and Fitch Ratings India Private Limited. The Bank's Fixed Deposit programme has been rated 'CARE AAA (FD)' [Triple A] by CARE, which represents instruments considered to be "of the best quality, carrying negligible investment risk". CARE has also rated the bank's Certificate of Deposit (CD) programme "PR 1+" which represents "superior capacity for repayment of short term promissory obligations". Fitch Ratings India Pvt. Ltd. (100% subsidiary of Fitch Inc.) has assigned the "AAA ( ind )" rating to the Bank's deposit programme, with the outlook on the rating as "stable". This rating indicates "highest credit quality" where "protection factors are very high"

The Bank also has its long term unsecured, subordinated (Tier II) Bonds rated by CARE and Fitch Ratings India Private Limited and its Tier I perpetual Bonds and Upper Tier II Bonds rated by CARE and CRISIL Ltd. CARE has assigned the rating of "CARE AAA" for the subordinated Tier II Bonds while Fitch Ratings India Pvt. Ltd. has assigned the rating "AAA (ind)" with the outlook on the rating as "stable". CARE has also assigned "CARE AAA [Triple A]" for the Banks Perpetual bond and Upper Tier II bond issues. CRISIL has assigned the rating "AAA / Stable" for the Bank's Perpetual Debt programme and Upper Tier II Bond issue. In each of the cases referred to above, the ratings awarded were the highest assigned by the rating agency for those instruments.

Corporate Governance RatingThe bank was one of the first four companies, which subjected itself to a Corporate Governance and Value Creation (GVC) rating by the rating agency, The Credit Rating Information Services of India Limited (CRISIL). The rating provides an independent assessment of an entity's current performance and an expectation on its "balanced value creation and corporate governance practices" in future. The bank has been assigned a 'CRISIL GVC Level 1' rating which indicates that the bank's capability with respect to wealth creation for all its stakeholders while adopting sound corporate governance practices is the highest.

Overview

Year 2007

Archives

Credit Rating

Corporate Governance Rating

Be aware of frauds

Security Tips

Security measures at HDFC Bank

Shareholding pattern

History of Share issues

Bonds Issue History

Phishing

Money Mules

Internet Banking

Online Shopping / Payments

Computer security

Internet Browsing

Email Security

Awards and Achievements - Banking Services

HDFC Bank began operations in 1995 with a simple mission: to be a "World-class Indian Bank". We realised that only a single-minded focus on product quality and service excellence would help us get there. Today, we are proud to say that we are well on our way towards that goal.

It is extremely gratifying that our efforts towards providing customer convenience have been appreciated both nationally and internationally.

2009

Euromoney Awards 2009

'Best Bank in India'

Economic Times Brand Equity & Nielsen Research annual survey 2009

Most Trusted Brand - Runner Up

Asia Money 2009 Awards

'Best Domestic Bank in India'

IBA Banking Technology Awards 2009

'Best IT Governance Award - Runner up'

Global Finance Award

'Best Trade Finance Bank in India for 2009

IDRBT Banking Technology Excellence Award 2008

'Best IT Governance and Value Delivery'

Asian Banker Excellence in Retail Financial Services

'Asian Banker Best Retail Bank in India Award 2009 '

2008

Finance Asia Country Awards for Achievement 2008

'Best Bank and Best Cash Management Bank'

CNN-IBN 'Indian of the Year (Business)'

Nasscom IT User Award 2008

'Best IT Adoption in the Banking Sector'

Business India 'Best Bank 2008'

Forbes Asia Fab 50 companies in Asia Pacific

Asian Banker Excellence in Retail Financial Services

Best Retail Bank 2008

Asiamoney Best local Cash Management Bank Award voted by Corporates

Microsoft & Indian Express Group

Security Strategist Award 2008

World Trade Center Award of honour

For outstanding contribution to international trade services.

Business Today-Monitor Group survey

One of India's "Most Innovative Companies"

Financial Express-Ernst & Young Award

Best Bank Award in the Private Sector category

Global HR Excellence Awards - Asia Pacific HRM Congress:

'Employer Brand of the Year 2007 -2008' Award - First Runner up, & many more

Business Today 'Best Bank' Award

2007

Dun & Bradstreet – American Express Corporate Best Bank Award 2007

'Corporate Best Bank' Award

The Bombay Stock Exchange and Nasscom Foundation's Business for Social Responsibility Awards 2007

'Best Corporate Social Responsibility Practice' Award

Outlook Money & NDTV Profit

Best Bank Award in the Private sector category.

The Asian Banker Excellence in Retail Financial Services Awards

Best Retail Bank in India

Asian Banker Our Managing Director Aditya Puri wins the Leadership Achievement Award for India

We are aware that all these awards are mere milestones in the continuing, never-ending journey of providing excellent service to our customers. We are confident, however, that with your feedback and support, we will be able to maintain and improve our services.

Financial Information

The last twelve years have been very fulfilling. We can of course wax eloquent about it in so many ways, but they say, figures don't lie, so we will let the figures do all the talking. They will give you a fair idea of how we have grown in the past few years .

Financial Results

RBI Order of Amalgamation - CBoP

Scheme of Amalgamation - CBoP (as approved by RBI)

Annual Reports

Contact points for shareholders: Kamala Mills Compound,Legal & Secretarial Department,2nd Floor, Senapati Bapat Road,Lower Parel (West),Mumbai - 400 013Telephone No. 24988484 Ext. 3463 Fax No. 2496 5235. Email: investors.helpdesk@hdfcbank.com Counter Timing: 10.30 a.m. to 3.00 p.m between Monday to Friday (except on Bank holidays).

Join the winning team

HDFC Bank is a young and dynamic bank, with a youthful and enthusiastic team determined to accomplish the vision of becoming a world-class Indian bank.

Our business philosophy is based on four core values - Customer Focus, Operational Excellence, Product Leadership and People. We believe that the ultimate identity and success of our bank will reside in the exceptional quality of our people and their extraordinary efforts. For this reason, we are committed to hiring, developing, motivating and retaining the best people in the industry.

Mission and Business Strategy

Our mission is to be "a World Class Indian Bank", benchmarking ourselves against international standards and best practices in terms of product offerings, technology, service levels, risk management and audit & compliance. The objective is to build sound customer franchises across distinct businesses so as to be a preferred provider of banking services for target retail and wholesale customer segments, and to achieve a healthy growth in profitability, consistent with the Bank's risk appetite. We are committed to do this while ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance.

Our business strategy emphasizes the following :

Increase our market share in India’s expanding banking and financial services industry by following a disciplined growth strategy focusing on quality and not on quantity and delivering high quality customer service.

Leverage our technology platform and open scaleable systems to deliver more products to more customers and to control operating costs.

Maintain our current high standards for asset quality through disciplined credit risk management.

Develop innovative products and services that attract our targeted customers and address inefficiencies in the Indian financial sector.

Continue to develop products and services that reduce our cost of funds.

Focus on high earnings growth with low volatility.

Phishing Fraud

What is Phishing?

Phishing is an act undertaken by fraudsters to gain your private and sensitive information whereby emails sent out appear to be sent by your bank. Such fake emails encourage you to click on a link in the email which leads you to a fake website with a similar look and feel as that of the bank's authentic website. It is designed so, to capture your personal confidential account information such as Customer ID, IPIN, Credit/Debit Card number, Card expiry date, CVV numbers, etc.

Customers email addresses are obtained/purchased by the fraudster through non-trusted sites where the customer would have revealed his Email Id my means of casual browsing or shared it on chat rooms, blogs or mailing lists etc. The Bank never shares its customers information such as email addresses or other private information with any third party. Alternatively emails ids can also be generated by software tools.

How do the fraudsters operate?

1. Fraudster send spoofed emails, appearing to be sent by HDFC Bank, to large number of recipients with an urgent tone that calls for quick action to verify, update or reveal your confidential account information by clicking onto a link in the email.

2. Once the recipient clicks on the link in the email, he is diverted to a fake website with a similar look and feel of the bank's original website. The customer is presented a web form to capture his confidential account information i.e. customer ID, IPIN, Credit / Debit Card numbers, Expiry date and CVV number, etc.

3. Once the unaware customer reveals his confidential account information on the fake website he may be directed to the authentic website of the bank to suppress any suspicion arising in the customer's mind. This is how the identity of customer is compromised.

4. This customer confidential account information or identity credentials are then used by the fraudster to gain access to the customer's account to commit fraudulent transactions.

How do you identify a fake / phishing email?

1. While it is easy to identify some fake emails, others become difficult as they appear to be originating from the bank. The fraudster may use HDFC Bank's email address, domain name, logo, etc to give an authentic look to the fake email.

2. Do not rely on the name and source email address information in the "From" field as it may easily be manipulated by the fraudster to a valid email account of HDFC Bank or any other email address.

3. Such fake emails will always address you by a generic salutation or addressing like "Dear Customer" or "Dear Net Banking Customer" or "Dear HDFC Bank Customer". HDFC Bank's authentic emails will always address you personally by your name e.g. "Dear Mr Sameer Bedi"

4. Very often, such fake emails are poorly drafted and may have spelling or grammatical mistakes.

5. Such fake emails will always encourage you to click on to a link to verify or update your confidential account information. Please note that the Bank will never ask you for your confidential account information as the same would be available on the bank's systems.

6. The links embedded in such fake emails sometimes may look authentic but when you move the cursor/pointer over the link, there may be an underlying link to a fake website.

Visual identification of phishing emails

Sample1 (Account Status Notification)

Sample2 (Validate Your Account Access Online From HDFC Bank)

How do you identify a counterfeit / fake website?

1. It is very difficult for an occasional internet user to identify a fake website as the fraudster designs it to replicate the bank's original website by using the bank's logo and content.

2. Verify the URL of the webpage (web page address): Most of the counterfeit/fake webpage addresses start with "http://" unlike HDFC Bank's transaction related webpages that warrants customer confidential account information (e.g. internet banking, payment gateway sites for online shopping) would start with "https://" and not http://. Verify the end letter "s" that ensures the security of communication by means of encryption between webpage and the visitor accessing it. HDFC Bank's home page address - http://www.hdfcbank.com is not encryption enabled, as there is no customer confidential account information flowing over it. URL / website address of the fake website would be different from HDFC Bank's website address or URL.E.g. HDFC Bank's internet banking site address is https://netbanking.hdfcbank.com. A fake website address may be http://mysite.com, http://hfdc.com or https://internetbanking.hfdcbank.net

3. Check the PAD LOCK symbol: Pad lock symbol depicts existence of a security certificate, also called Digital Certificate for that website. Fake websites would either not have a digital certificate to prove its authenticity or may have invalid digital certificate. Establish the authenticity of the website by verifying its digital certificate. To do so go to File => Properties => Certificates or double click on the PAD LOCK icon at the bottom corner of your Browser window while you are at the webpage of fake website. E.g. HDFC Bank's authentic Internet Banking website's digital certificate is depicted below:

Visual comparison between original and fake website

Original Netbanking site of HDFC Bank

Fake Website

http://www.mediaworld.com/hdfc

/internetbanking.html

http://mysite.com/li/hdfc.htm

http://hdfcbankonline.com

What do you do if you receive a phishing email?

1. Bear in mind that HDFC Bank will never send emails to you asking for your confidential information.

2. Do not respond to any phishing emails by clicking on the links given, opening any attachments or replying to the sender of the email.

3. Whenever in doubt about authenticity of an email please write to us at support@hdfcbank.com

4. If you are able to identify a phishing email, please forward it to fake.email@hdfcbank.com. The bank shall shut down the corresponding fake site after validation.

What do you do if you have revealed your confidential information by responding to a phishing email or have become a victim of phishing?

1. If you realise soon after revealing your confidential information such as customer ID, IPIN, etc, immediately log on your NetBanking account by typing the URL in the address bar of your web browser, change the IPIN and verify recent transactions in your account. If no fraudulent transactions are observed, forward the phishing email to the bank.

2. If you discover any unauthorised transactions in your account please call up the phone banking numbers or send an email to support@hdfcbank.com to disable internet banking access to your account and visit your home branch immediately to report the matter at the branch for further action. Forward the phishing email to your branch manager and mark a copy (cc) to support@hdfcbank.com.

What are Money Mules?

By phishing or other means of customer identity theft, the fraudster harvests customer NetBanking credentials i.e. customer ID and IPIN with a motive to transfer money from customer account to another account holder of the same or different bank. The beneficiary account holder is referred as a "Money Mule". The beneficiary becomes accomplice unknowingly by social engineering techniques employed by the fraudster.

How does the Fraudster operate?

1. These fraudsters generally operate from across a country other than where the fraud is to be committed to keep themselves away from local law enforcement agencies. They either maintain anonymity or use fictitious identity to commit these frauds.

2. Fraudsters launch their attack using social engineering techniques by contacting the prospective money mules either by sending emails, in chat rooms, job search websites or through internet blogs.

3. Fraudsters lure the prospective money mules to share their bank account details by telling them a fake story and convincing them to receive money in their accounts. Fraudsters also offer a part of their money or commission and persuade them to unknowingly act as money mules.

4. Fraudsters then transfer money from the bank customer account whose Internet Banking customer ID and IPIN / password has been harvested either by means of phishing or through other means of identity theft.

5. Money Mule is then directed by the fraudster to retain commission and transfer balance money either through wire transfer or to an account of another money mule by means of online transfer or cash deposit thereby forming a chain of fraud.

6. Such money transfers would ultimately lead to funds transfer into fraudster's account thereby maintaining anonymity.

7. When such frauds are reported the money mules become the target of law enforcement agencies as their bank accounts are used and their identity is established.

How do you protect yourself from becoming a money mule?

1. The fraudster may cook different stories, however his motive will be to convince you to share your bank account details, receive money and act as per his directions.

2. Do not respond to email from strangers asking you for your bank account details.3. For any overseas job offer, confirm the identity and contact details of the company

offering the job to you. They may have hosted a company website to make it look authentic, but there may not exist any company at all in reality.

4. Do not get carried away by attractive offers or prizes.

Samples of Fraud emails:

Hello !

My name is Morgan Smith Bryant, I am an artist with my wife Susan Morgan, We own SUS Art World in London (United Kingdom), I live in United Kingdom with my two kids, four cats, It is definitely a full house, I have been into art work since I was a little child that gives me about 23 years of experience, I majored in art in high school and took a few college art courses, Most of my work is done in either pencil or airbrush mixed with color pencils.

I have recently added designing and creating artwork on the computer, I have been selling my art for the last 3 years and have had my work featured on trading cards, prints and in magazines. I have sold in galleries and to private collectors from all around the world, I am always facing serious difficulties when it comes to selling my art works to American and India, they are always offering to pay with credit cards only which is difficult for me to cash here in London United Kingdom. Also, i'm setting a large factory and estate in India.

I am looking for a representative in the India who will be working for me as a petite worker and I will be willing to pay 10% for every transaction, which wouldn't affect your present state of work. Someone who would help me receive payments from my customers in the india mean someone that is responsible and reliable, because the cost of coming to the state and getting payments is very expensive and time consuming, I am working on setting up a branch in the India for now I need a representative in India who will be handling the payment aspect for my company.

These payments will be made via bank transfer only and they would come to you in your name if you are willing to assist as a representative, so all you need to is to open a new account with ABC bank India where my customers in India and United States can be transferring money to you. After deducting your 10% you will then wire the rest to my contractor in India. If you are interested ,i want you to open an account with ABC bank India and forward all the banking information to me including your international passport first three page,birth certificate and election card to me.

The only problem which I have is trust, but I have my way of getting anyone that gets away with my money mean the Federal Bureau of Investigation ( F.B.I) branch in Washington gets involve. It will not cost you any amount, you are to receive payments from customers for my company which will be sent to you into your ABC bank account.

Sincerely.

Morgan SmithSUS ART WORLD.

NB: All charges will be deducted from the money, so you are rest assured that you wouldn't spend a dime out of your personal money.

If you are interested, please get back to me as soon as possible via email with the following listed information below:

#Your full name: #Your full home address, #Your age, #Occupation and as well your #marital status, and your, #direct contact telephone number, #Drivers License / International Passport

Thanks for your assistant and God bless,

Internet Banking Security Tips:

HDFC Bank has been one of the pioneers in extending internet banking services to cater to anytime, anywhere banking needs of its customers by leveraging on to its state-of-the-art technology platforms. Internet Banking has also been exploited by hackers and fraudsters to deceive the bank's customer and commit frauds. While the bank has best-of-the-breed solutions, processes and people deployed to extend secure banking to its customers, it is important for our customers to know that "SecUrity is incomplete without U". Customers

need to follow secure computing guidelines to avert any frauds or security breaches to their accounts, as keys to the internet banking accounts are held by respective account owners in the form of Customer IDs and Internet Banking passwords (IPIN).

1. Keep your Customer ID and IPIN confidential and do not disclose it to anybody.2. Change your IPIN as soon as you receive it by logging into your NetBanking account.

Memorise your IPIN, do not write it down anywhere.3. Refer "Protect your computer accounts with strong passwords" section under

computer security tips.4. Avoid accessing internet banking from shared computer networks such as cyber cafes.5. Do not click on links in the emails or sites other than www.hdfcbank.com to access

your NetBanking webpage.6. Always visit the HDFC Bank's NetBanking site through HDFC Bank's home page by

typing the bank's website address (www.hdfcbank.com) on to the browser's address bar. Users are encouraged to add the bank's URL to Favorites or Bookmark in the user computer browser.

7. Always verify the authenticity of the Bank's NetBanking webpage by checking its URL as "https://netbanking.hdfcbank.com" and the PAD Lock symbol at the bottom corner of the browser before putting in your Customer ID and IPIN.

8. If your Customer ID and IPIN appear automatically on the login page of NetBanking webpage, you should disable "Auto Complete" feature on your browser. To disable auto complete feature:

a. Open Internet Explorer, Click on Tools=> Internet Options=> Content.b. Click on "Auto Complete", under "Personal Information"c. Uncheck "User names and passwords on forms", click on "Clear Passwords"d. Click "OK"

9. Use virtual keyboard feature while logging into your internet banking account.10. Do cross check your last login information available in NetBanking upon every login

to ascertain your last login and monitor any unauthorised logins.11. Always type your confidential account information. Do not copy paste it.12. Monitor your transactions regularly.13. Use HDFC Bank's "InstaAlerts" service.14. Always logout when you exit NetBanking. Do not directly close the browser.15. In addition to the above stated points please refer Computer Security Tips.

Online Shopping / Payments security tips:

1. Always shop or make payments through trusted / reputed websites and bookmark those sites if you use them regularly.

2. Ensure that the URL of the website is correct by verifying it in the address bar of your computer browser.

3. Do not click on links in emails or on referral websites to visit the online shopping site. Always type the URL in the address bar of the browser to visit the website.

4. Do not enter your confidential account information such as Credit Card Numbers, Expiry Date, CVV values, etc on any pop-up windows.

5. If you are a frequent online shopper, signup for Verify by Visa and Master Card secure code program.

6. Check for PAD LOCK symbol on the webpage before furnishing your Credit Card Numbers, Expiry Date, PIN and CVV values, etc to make payments.

7. Make note of the transaction IDs for future reference incase of disputes.

8. Check your account statements regularly and bring any fraudulent transaction to the notice of Bank.

9. Do not respond to emails seeking your confidential account information that try to lure you with offers, jobs or prizes etc.

Computer security tips:

1. Use licensed software on your computerUnlicensed software procured from untrustworthy sources could have malicious programs such as virus or trojans that may damage your computer by corrupting your files or may reveal your confidential data such as passwords of your various accounts, Credit/Debit card numbers, etc without your knowledge to the owner of that software.

2. Do not allow unauthorised access to you computerUnauthorised access to your computer could lead to compromise of your confidential data stored on your computer.

3. Protect your computer accounts with strong passwordsComputers identify its users based on usernames and passwords unlike humans. Use strong passwords to secure your computer accounts from being compromised or misused and follow good password management practices such as:

• Keep alphanumeric passwords with length of minimum 8 characters. You can use phrases in sentences such as "nature's wrath tsunami" to frame your passwords as they are easy to remember and difficult to crack.

• Do not use dictionary based words or your personal information such as name of your spouse or child or your date of birth etc as passwords, because they are easy to crack or guess.

• Do not keep same passwords for multiple accounts.• Maintain confidentiality of your passwords.• Do not write down your passwords.• Do change your passwords once in every three months.

4. Update your computer with latest security patchesInstall latest security patches for your operating system and other components like browser, email client, etc as released by your computer's operating system vendor. Keep your computer updated periodically of security patches and protect your computer from intrusions.

5. Use anti-virus, anti spyware and personal firewallComputers connecting to internet face a variety of threats from the internet such as infections from malware such as viruses, trojans, spyware, adware, etc that may affect the security of user computers in terms of corrupting files, system failures or transmitting user confidential data to hackers or fraudsters without the knowledge of the user. Hackers can take control of user systems by intrusions and misuse them to launch malicious attack on other systems, conduct illegal activity, gain access to your confidential information, etc.Protect your computer from malware by installing anti-virus and anti-spyware software and keep it updated with the latest signature files. Use personal firewalls to protect your computer from intrusions by hackers on the internet. Do switch off / disconnect your computers from internet when not in use.

Internet Browsing Security Tips:

1. Watch your click:You must observe click discipline while browsing through different websites. You may land up clicking on to malicious link that could download malicious code / software or virus on to your computer.

2. Do not download software from nontrustworthy sites:Downloading software from non-trustworthy sites may lead to infecting your computer with virus. Users should particularly be careful of downloading freeware which may have Trojans installed that would transmit your confidential information to a hacker or fraudster without your knowledge.

3. Read privacy policy of the website:Make sure that you read the privacy policy of the website before parting with any personal information such as name, email id, contact number, etc and be aware of how your information would be used by the website owner.

Email Security Tips

1. Protect your email IDYour email ID is your identity and address on the internet and anyone may reach you from any part of the globe in minimum time and effort. Protect your email ID from being misused.

2. Do not publish your email ID on internetDo not disclose your email ID on websites, chat rooms, internet blogs or subscribe to mailing lists without having read the privacy policy of these sites. Your email ID could be shared or sold to marketing companies and may land up in the spam databases which become the target for receiving spam emails.

3. Protect your email box against spamSpam emails are unsolicited emails sent in large numbers to recipients for sales and marketing or some promotional activities. Do not reply / respond to spam emails as it may lead you to receiving more spam in your email box.

4. Do not open email attachments in hasteDo not open attachments received from unknown sender or unexpected attachments from known senders. They may contain virus infected files most of the times.

5. Do not click on the links in emails asking for confidential informationPlease refer phishing frauds

6. Be wary of fraudulent emailsYou may receive emails well crafted to establish communication with you and lure you into a professional or personal relationship leading to using your Bank account for financial transactions over the internet also known as money laundering. Refer Money Mules

Our Citizen's Charter offers relevant information about the products, facilities and services we provide. Customers can also find out about the time norms for various banking transactions, our policy on customer information, and the process followed for redressal of grievances.

Types of Deposit AccountsAccount Opening & Operation of Deposit AccountNomination FacilityInterest PaymentsMinor's AccountsAccount of Illiterate / Blind PersonAddition or Deletion of the name/s of Joint A/c holdersCustomer InformationSecrecy of Customers

Premature Withdrawal of Term DepositRenewal of Term DepositAdvance Against DepositsDeceased Deposit AccountsInsurance Cover for DepositsStop Payment FacilityDormant AccountsStanding InstructionsDirect Debit

Safe Deposit LockersRedressal of complaints & grievancesService ChargesExchange of Soiled/ Mutilated notesATM Card / Debit Card Hot listingPension AccountsNo Frills AccountForeign Exchange ServicesTime Norms for Various Banking TransactionsCheque Collection Policy

While various deposit products offered by the bank are assigned different names, the deposit products can be categorised broadly into the following types. Definition of major deposit schemes are as under : -

"Demand Deposits " means a deposit received by the bank which is withdrawable on demand;

"Savings Deposits" means a form of Demand Deposit which is subject to restrictions as to the number of withdrawals as also the amounts of withdrawals permitted by the bank during any specified period;

"Term Deposit" means a deposit received by the bank for a fixed period withdrawable only after the expiry of the fixed period and includes deposits such as Recurring / Double Benefit Deposits / Short Deposits / Fixed Deposits / Monthly Income Certificate / Quarterly Income Certificate etc.

''Notice Deposit'' means Term Deposit for a specific period but withdrawable on giving at least one complete banking day's notice;

"Current Account" means a form of Demand Deposit wherefrom withdrawals are allowed any number of times depending upon the balance in the account or up to a particular agreed amount and will also include other deposit accounts which are neither Savings Deposit nor Term Deposit;

Before opening any Deposit Account, the bank will carry out due diligence as required under "Know Your Customer" (KYC) guidelines issued by RBI and or such other norms or procedures adopted by the bank. If the decision to open an account of a prospective depositor requires clearance at a higher level, reasons for any delay in opening of the account will be informed to him and the final decision of the bank will be conveyed at the earliest to him.

The account opening forms and other material would be provided to the prospective depositor by the bank. The same will contain details of information to be furnished and documents to be submitted for verification and / or for record. It is expected of the bank official to explain the procedural formalities and provide necessary clarifications sought by the prospective depositor when he approaches the bank for opening a Deposit Account.

For deposit products like Savings Bank Account and Current Deposit Account, the bank will normally stipulate certain minimum/average balances to be maintained as a part of the terms and conditions governing operation of such accounts. Failure to maintain stipulated minimum/ average balance in the account will attract levy of charges as specified by the bank. For Savings Bank Account, the bank may also restrict the number of transactions, cash withdrawals, etc., for a given period. Similarly, the bank may specify charges for issue of cheque books, additional statement of accounts, duplicate pass book, folio charges, etc. All such details, regarding terms and conditions for operation of the accounts and schedule of charges for various services provided will be communicated to the prospective depositor while opening the account.

Savings Bank Accounts can be opened for eligible person / persons and certain organizations / agencies (as advised by Reserve Bank of India (RBI) from time to time).These accounts are designed to help the individual (personal customers) to inculcate the habit of saving money and to meet their future requirement of money. The amounts can be deposited/withdrawn from these accounts by way of cheques/ATM. It helps customers to keep minimum cash at home besides earning interest.

Current Accounts can be opened by Individuals / Partnership firms / Private and Public Limited Companies / HUFs / Specified Associates / Societies / Trusts, etc.

Term Deposit Accounts can be opened by Individuals / Partnership firms / Private and Public Limited Companies / HUFs/ Specified Associates / Societies / Trusts, etc. Bank has tailored various deposit schemes to suit the needs and expectations of investing people in

every walk of life.

The due diligence process, while opening a Deposit Account will involve satisfying about the identity of the person, verification of address, satisfying about his occupation and source of income. Obtaining introduction of the prospective depositor from a person acceptable to the bank and obtaining recent photographs of the person/s opening / operating the account are part of the due diligence process.

In addition to the due diligence requirements, under KYC norms the bank is required by law to obtain Permanent Account Number (PAN) or General Index Register (GIR) Number or alternatively declaration in Form No. 60 or 61 as specified under the Income Tax Act / Rules.

Deposit Accounts can be opened by an individual in his own name (status: known as account in single name) or by more than one individual in their own names (status: known as Joint Account). Savings Bank Account can also be opened by a minor jointly with natural guardian or with mother as the guardian (Status: known as Minor's Account). Minors above the age of 12 will also be allowed to open and operate Saving Bank Account independently.

Operation of Joint Account: The Joint Account opened by more than one individual can be operated by single individual or by more than one individual jointly. The mandate for operating the account can be modified with the consent of all account holders. The Savings Bank Account opened by minor jointly with natural guardian / guardian can be operated by natural guardian only.

The joint account holders can give any of the following mandates for the disposal of balance in the above accounts :

• Either or Survivor : If the account is held by two individuals say, A & B, the final balance alongwith interest, if applicable, will be paid to survivor on death of any one of the account holders.

• Anyone or Survivor/s : If the account is held by more than two individuals say, A, B and C, the final balance alongwith interest, if applicable, will be paid to the survivor on death of any two account holders.

The above mandates will be applicable to or become operational only on or after the date of maturity of term deposits. This mandate can be modified by the consent of all the account holders.

At the request of the depositor, the bank will register the mandate / power of attorney given by him authorizing another person to operate the account on his behalf.

The term deposit account holders at the time of placing their deposits can give instructions with regard to closure of deposit account or renewal of deposit for further period on the date of maturity.

A statement of account will be provided by the bank to Savings Bank as well as Current Deposit Account Holders periodically as per terms and conditions of opening of the account.Passbook facility is avaliable to all savings account holders free of cost

Nomination Facility: Bank offers nomination facility in deposit accounts, safe deposit lockers, articles in safe custody,etc. Nomination facility is available on all deposit accounts opened by the individuals. Nomination is also available to a sole proprietory concern account. Nomination can be made in favour of one individual only. Nomination so made can be cancelled or changed by the account holder/s any time. While making nomination, cancellation or change thereof, it is required to be witnessed by a third party. Nomination can be modified by the consent of account holder/s. Nomination can be made in favour of a minor also subject to other major individual being named appointee(s) during the minority period.

The bank recommends that all depositors avail nomination facility. The nominee, in the event of death of the depositor/s, would receive the balance outstanding in the account as a trustee of legal heirs. The depositor will be informed of the advantages of the nomination facility while opening a deposit account.

Interest shall be paid on Saving Account at the rate specified by Reserve Bank of India directive from time to time. Interest at 3.5% p.a. is presently paid at quarterly rests based on the minimum balance in the account between the 10th and the last day of the month.

In terms of Reserve Bank of India Directives, interest shall be calculated at quarterly intervals on Term Deposits and paid at the rate decided by the bank depending upon the period of deposits. In case of Monthly Deposit Scheme, the interest shall be calculated for the quarter and paid monthly at discounted value. The interest on Term Deposits is calculated by the bank in accordance with the formulae and conventions advised by Indian Banks' Association.

The rate of interest on deposits will be prominently displayed in the branch premises. Changes, if any, with regard to the deposit schemes and other related services shall also be communicated upfront and shall be prominently displayed.

The bank has statutory obligation to deduct tax at source if the total interest paid / payable on all Term Deposits held by a person exceeds the amount specified under the Income Tax Act. The bank will issue a tax deduction certificate (TDS Certificate) for the amount of tax deducted. The depositor, if entitled to exemption from TDS can submit declaration in the prescribed format at the beginning of every financial year.

The minor can open a savings bank account and the same can be operated by the natural guardian or by the minor himself / herself, if he/she is above the age of 12 years. The account can also be opened jointly.

On attaining majority, the erstwhile minor should confirm the balance in his/her account and if the account is operated by the natural guardian / guardian, fresh specimen signature of erstwhile minor duly verified by the natural guardian would be obtained and kept on record for all operational purposes.

The Customer Information collected from the customers shall not be used for cross selling of services or products by the bank, their subsidiaries and affiliates. If the bank proposes to use such information, it should be strictly with the consent of the account holder.

The bank shall not disclose details / particulars of the customer's account to a third person or party without the expressed or implied consent from the customer. However, there are some exceptions, viz. disclosure of information under compulsion of law, where there is a duty to public to disclose and where interest of the bank requires disclosure.

HDFC Bank recognizes the importance of good corporate governance, which is generally accepted as a key factor in attaining fairness for all stakeholders and achieving organizational efficiency. This Corporate Governance Policy, therefore, is established to provide a direction and framework for managing and monitoring the bank in accordance with the principles of good corporate governance.

Code of Corporate Governance

Corporate Governance Rating

Composition of the Board

Profiles of Directors

Board Committees

Ownership Rights

Promoters Rights( HDFC LTD.)

Key Shareholders Rights

Listing

Registrars and transfer agents

Grievance Redressal

Dividend Policy

Memorandum of Association

Articles of Association

Board Meetings

Quarterly Updates

Fair Practice Code for Lending

Code of Ethics / Conduct

The Bank believes in adopting and adhering to best recognised corporate governance practices and continuously benchmarking itself against each such practice. The Bank understands and respects its fiduciary role and responsibility to shareholders and strives hard to meet their expectations. The Bank believes that best board practices, transparent disclosures and shareholder empowerment are necessary for creating shareholder value.

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 maximisation 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.

The bank was amongst the first four companies, which subjected itself to a Corporate Governance and Value Creation (GVC) rating by the rating agency, The Credit Rating Information Services of India Limited (CRISIL). The rating provides an independent assessment of an entity's current performance and an expectation on its "balanced value creation and corporate governance practices" in future. The bank has been assigned a 'CRISIL GVC Level 1' rating for the second consecutive year, which indicates that the bank's capability with respect to wealth creation for all its stakeholders while adopting sound corporate governance practices is the highest.

The Composition of the Board of Directors of the Bank is governed by the Companies Act, 1956, the Banking Regulation Act, 1949 and the listing requirements of the Indian Stock Exchanges where securities issued by the Bank are listed. The Board has strength of 12 Directors as on March 31, 2008. All Directors other than Mr. Aditya Puri, Mr. Harish Engineer and Mr. Paresh Sukthankar are non-executive directors. The Bank has five independent directors and six non-independent directors. The Board consists of eminent persons with considerable professional expertise and experience in banking, finance, agriculture, small scale industries and other related fields.

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 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. Jagdish Capoor, Mr. Keki Mistry, Mrs. Renu Karnad, Mr. Aditya Puri, Mr. Harish Engineer and Mr. Paresh Sukthankar are non-independent Directors on the Board.

- Mr. Arvind Pande, Mr. Ashim Samanta, Mr. Gautam Divan, Mr. C. M. Vasudev and Dr. Pandit Palande are independent directors on the Board.

- Mr. Keki Mistry and Mrs. Renu Karnad represent HDFC Limited on the Board of the Bank.

- The Bank has not entered into any materially significant transactions during the year, 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.

Mr. Jagdish Capoor

Mr. Aditya Puri

Mr. Keki M. Mistry

Mrs. Renu Karnad

Mr. Arvind Pande

Mr. Ashim Samanta

Mr. C M Vasudev

Mr. Gautam Divan

Dr. Pandit Palande

Mr. Paresh Sukthankar

Mr. Harish Engineer

Mr. Jagdish Capoor

Mr. Jagdish Capoor holds a Masters degree in Commerce and is a Fellow member of Indian Institute of Banking and Finance. Prior to joining the Bank, Mr. Capoor was the Deputy Governor of the Reserve Bank of India. He retired as Deputy Governor of Reserve Bank of India after serving for 39 years. While with Reserve Bank of India, Mr. Capoor was the Chairman of the Deposit Insurance and Credit Guarantee Corporation of India and Bharatiya Reserve Bank Note Mudran Limited. He also served on the boards of Export Import Bank of India, National Housing Bank, National Bank for Agriculture and Rural Development (NABARD) and State Bank of India.

Mr. Capoor is on the Boards of the Indian Hotels Company Limited, Bombay Stock Exchange Limited, GHCL Limited, LIC Pension Fund Limited, Assets Care Enterprise Limited and Quantum Trustee Co. Pvt. Ltd. He is a member of the Board of Governors of the Indian Institute of Management, Indore. Mr. Capoor is a Trustee of The Stock Exchange Investors' Protection Fund and Sumati Capoor Charitable Trust.

Mr. Capoor is a member of the Audit Committees of Indian Hotels Company Limited, GHCL Limited and Quantum Trustee Co. Pvt. Ltd. He is chairman of Share Allotment and Shareholders’ Grievance Committee of Bombay Stock Exchange Limited.

Mr. Capoor holds 300 equity shares in the Bank as on March 31, 2008.

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Mr. Aditya Puri

Mr. Aditya Puri holds a Bachelors degree in Commerce from Punjab University and is an associate member of the Institute of Chartered Accountants of India. Mr. Aditya Puri has been the Managing Director of the Bank since September 1994. He has about 35 years of banking experience in India and abroad.

Prior to joining the Bank, Mr. Puri was the Chief Executive Officer of Citibank, Malaysia from 1992 to 1994.

Mr. Puri holds 3, 37,953 equity shares in the Bank as on March 31, 2008.

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Mr. Keki M. Mistry

Mr. Keki Mistry holds a Bachelor of Commerce degree in Advanced Accountancy and Auditing and is also a Chartered Accountant. He was actively involved in the setting up of several HDFC group companies including HDFC Bank. Mr. Mistry has been deputed on consultancy assignments for the Commonwealth Development Corporation (CDC) in Thailand, Mauritius, Caribbean Islands and Jamaica. He has also worked as a consultant for the Mauritius Housing Company and Asian Development Bank.

Mr. Mistry is Vice Chairman & Managing Director of Housing Development Finance Corporation Limited and Chairman of GRUH Finance Limited. He is also a Director on the Board of HDFC Developers Limited, HDFC Standard Life Insurance Co. Ltd, HDFC General Insurance Company Limited, Infrastructure Leasing & Financial Services Limited, Sun Pharmaceutical Industries Limited, The Great Eastern Shipping Company Limited, NexGen Publishing Limited, India Value Fund Advisors Private Limited, HDFC Asset Management Company Limited, Greatship (India) Limited, Griha Investments-Mauritius and Association of Leasing & Financial Services Companies.

Mr. Mistry is the Chairman of the Audit Committee of HDFC General Insurance Company Limited, Sun Pharmaceutical Industries Limited and The Great Eastern Shipping Company Limited. He is member of Audit Committee of HDFC Standard Life Insurance Company Limited, Gruh Finance Limited, Infrastructure Leasing & Financial Services Limited and HDFC Asset Management Company Limited. He is also a member of Investors Grievance Committee of Housing Development Finance Corporation Limited, Remuneration Committee and Investment Committee of Gruh Finance Limited and Share Transfer Committee of Infrastructure Leasing & Financial Services Limited.

Mr. Mistry is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Mistry holds 58,001 equity shares in the Bank as on March 31, 2008.

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Mrs. Renu Karnad

Mrs. Renu Karnad is a Law graduate and also holds a Masters Degree in Economics from Delhi University.

Mrs. Karnad is a Joint Managing Director of Housing Development Finance Corporation Limited and Chairperson of HDFC Venture Capital Limited, HDFC Property Ventures Limited and Home Loan Services India Private Limited. She is a Director of HDFC Asset Management Company Limited, GRUH Finance Limited, HDFC Realty Limited, Credit Information Bureau (India) Limited, HDFC General Insurance Company Limited, ICI India Limited, Indraprastha Medical Corporation Limited, HDFC Standard Life Insurance Company Limited, Sparsh BPO Services Limited, Mother Dairy Fruits & Vegetables Private Limited, Feedback Ventures Private Limited, Motor Industries Co. Limited, Egyptian Housing Finance Company and Ascendas Pte. Limited, Singapore. Mrs. Karnad is a member of the Managing Committee of Indian Cancer Society and Vice Chairperson of the Governing Council of Indraprastha Cancer Society & Research Centre.

Mrs. Karnad is Chairperson of the Audit Committee of ICI India Limited, Credit Information Bureau (India) Limited, Motor Industries Co. Limited and Mother Diary Fruits & Vegetables Private Limited. She is a member of the Audit Committee of HDFC General Insurance Company Limited. She is the Chairperson of the Remuneration Committee of ICI India Limited. She is also the member of Investment Committee, Compensation Committee, Compensation-ESOS Committee and Committee of Directors of Gruh Finance Limited; Customer Service Committee and Risk Management Committee of HDFC Asset Management Company Limited; Remuneration Committee of Credit Information Bureau (India) Limited and Sparsh BPO Services Limited; and Shareholders/Investors Grievance Committee, Investment Committee and Property Sub-Committee of Motor Industries Company Limited.

Mrs. Karnad is liable to retire by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.

Mrs. Karnad holds 58,924 equity shares in the Bank as on March 31, 2008.

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Mr. Arvind Pande

Mr. Arvind Pande holds a Bachelor of Science degree from Allahabad University and a B.A. (Hons.) and M.A. (Economics) degree from Cambridge University, U.K. He started his career in Indian Administrative Services and has held various responsible positions in the Government of India. He was a Joint Secretary to the Prime Minister of India for Economics, Science and Technology issues. Mr. Pande has served as a Director, Department of Economic Affairs, Ministry of Finance, Government of India and has dealt with World Bank aided projects. Mr. Pande has also served on the Board of Steel Authority of India Limited as its Chairman and Chief Executive Officer (CEO).

Mr. Pande is a Director of Coal India Limited, Bengal Aerotropolis projects Limited, Burnpur Cements Limited, Visa Steel Limited, Era Infra Engineering Limited and Sandhar Technologies Limited. He is member of the Audit Committee of Coal India Limited and Visa Steel Limited.

Mr. Pande does not hold any equity shares in the Bank as on March 31, 2008.

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Mr. Ashim Samanta

Mr. Ashim Samanta holds a Bachelor of Commerce degree from University of Bombay and has wide and extensive experience in business for nearly 29 years. He has vast experience in the field of bulk drugs and pharmaceutical formulations. He is a Director of Samanta Organics Private Limited, Nautilus Trading & Leasing Private Limited, Ashish Rang Udyog Private Limited, Samanta Movies Private Limited and Shakti Cine Studios Private Limited. Mr. Samanta has also been engaged in setting up and running of film editing and dubbing studio.

Mr. Samanta holds 600 equity shares in the Bank as on March 31, 2008.

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Mr.C M Vasudev

Mr. C. M. Vasudev holds a Masters Degree in Economics and Physics. He joined the Indian Administrative Services in 1966. Mr. Vasudev has worked as Executive Director of World Bank representing India, Bangladesh, Sri Lanka and Bhutan. Mr. Vasudev has extensive experience of working at policy making levels in the financial sector and was responsible for laying down policies and oversight of management. He chaired World Bank’s committee on development effectiveness with responsibility of ensuring effectiveness of World Bank’s operations. Mr. Vasudev has also worked as Secretary, Ministry of Finance and has undertaken various assignments viz. Secretary, Department of Economic Affairs, Department of Expenditure, Department of Banking and was Additional Secretary Budget with responsibility for framing budget of Government and monitoring its implementation. He has also worked as Joint Secretary of Ministry of Commerce with responsibility for state trading, trade policy including interface with WTO.

Mr. Vasudev is Director on the Board of Directors of ICRA Management Consultancy Services Limited, NOIDA Power Company Limited and Noesis Consultancy Services Private Limited. He is a member of Audit Committee and the Chairman of Remuneration Committee of ICRA Management Consultancy Services Limited and member of Audit Committee of NOIDA Power Company Limited.

Mr. Vasudev does not hold any equity shares in the Bank as on March 31, 2008.

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Mr. Gautam Divan

Mr. Gautam Divan holds a Bachelors degree in Commerce and is a Fellow Member of the Institute of Chartered Accountants of India. Mr. Divan is a partner in Rahul Gautam Divan & Associates, Chartered Accountants. Mr. Divan has wide experience in financial and taxation planning of individuals and limited companies and auditing accounts of large public limited companies and nationalised Banks. Mr. Divan enjoys substantial experience in structuring overseas investments to and from India.

Mr. Divan is on the Board of HDFC Standard Life Insurance Company Limited, Baltic Consultancy & Services Private Limited, Bell Ceramics Limited, Brady & Morris Engineering Company Limited, Chandanbhoy and Jassoobhoy Consultants Private Limited, Serendib Investments Private Limited and Ascent Hotels Private Limited. He is Chairman of Audit Committee and Remuneration Committee of Bell Ceramics Limited. He is the Chairman of Audit Committee of HDFC Life Insurance Company Limited. He is a partner of M/s Rahul Gautam Divan & Associates.

Mr. Divan does not hold any equity shares in the Bank as on March 31, 2008.

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Dr. Pandit Palande

Dr. Pandit Palande has a Ph.D. degree in Business Administration and has completed an Advance Course in Management from Oxford University and the Warwick University in UK. Dr. Palande has worked as a Director of School of Commerce and Management for 15 years in Yashwantrao Chavan Maharashtra Open University (YCMOU). At present, Dr. Palande is Pro-Vice Chancellor of YCMOU.

Dr. Palande has extensive experience of working in the fields of business administration, management and agriculture. Under the guidance of Dr. Palande, YCMOU has become one of the green universities in India. As a project Director of Indian Space Research Organisation (ISRO) GAP-3 of YCMOU, Dr. Palande has been serving the agriculture community on a large scale through satellite.

Dr. Palande is neither a director on the Board of any other company nor a member and chairman of any committee(s) of the Board of Directors of any other company.

Dr. Palande does not hold any equity shares in the Bank on March 31, 2008 as well as on the date of his appointment.

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Mr. Paresh Sukthankar

Mr. Paresh Sukthankar has been appointed as Executive Director of the Bank for a period of three years with effect from 12th October 2007.

He has done Masters in Management Studies from Jamnalal Bajaj Institute of Management Studies, Mumbai. Mr. Sukthankar has been associated with the Bank since 1994 in various senior capacities and has direct or supervisory responsibilities for the Credit & Market Risk and Human Resources functions and for various strategic initiatives of the bank. He has over 22 years of experience in the fields of finance and banking. Prior to joining the Bank, he worked with Citibank for 9 years in various areas including corporate banking, risk management, financial control and credit administration.

Mr. Sukthankar is neither a director on the Board of any other company nor a member and chairman of any committee of the Board of Directors.

He holds 1,59,656 equity shares in the Bank as on March 31, 2008.

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Mr. Harish Engineer

Mr. Harish Engineer has been appointed as Executive Director of the Bank for a period of three years with effect from 12th October 2007.

He holds a Diploma in Business Management from Hazarimal Somani College, Mumbai. Mr. Engineer has been associated with the Bank since 1994 in various capacities and is responsible for Wholesale Banking at present. He has over 38 years experience in the fields of finance and banking. Prior to joining the Bank, he worked with Bank of America for 26 years in various areas including operations and corporate credit management.

Mr. Engineer is neither a director on the Board of any other company nor a member and chairman of any committee of the Board of Directors. He is member of the Board of Boston Analytics, Boston (USA).

He holds 64,000 equity shares in the Bank as on March 31, 2008.

The Board has constituted committees of Directors to take informed decisions in the best interest of the Bank. These committees monitor the activities falling within their terms of reference. Various committees of the Board were reconstituted during the year due to induction of additional Director namely; Mr. Pandit Palande. The Board's Committees are as follows:

The Board's Committees are as follows:

Audit and Compliance Committee

Compensation Committee

Investors' Grievance (SHARE) Committee

Risk Monitoring Committee

Credit Approval Committee

The Premises Committee

Nomination Committee

Fraud Monitoring Committee

Customer Service Committee

Audit and Compliance Committee

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. Gautam Divan and Dr. Pandit Palande. Dr. Pandit Palande was inducted as member of the Committee w.e.f. May 17, 2007. All the members of the Committee are independent directors and Mr. Gautam Divan is a financial expert.

The Committee met 7 (seven) times during the year.

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:

Overseeing the Bank's financial reporting process and ensuring correct, adequate and credible disclosure of financial information.

Recommending appointment and removal of external auditors and fixing of their fees.

Reviewing with management the annual financial statements before submission to the Board with special emphasis on accounting policies and practices, compliance with accounting standards and other legal requirements concerning financial statements.

Reviewing the adequacy of the Audit and Compliance functions, including their policies, procedures, techniques and other regulatory requirements, and

Any other terms of reference as may be included from time to time in clause 49 of the listing agreement.

The Board has also adopted a charter for the audit committee in connection with certain United States regulatory standards as the Bank's securities are also listed on New York Stock Exchange.

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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-à-vis other banks and industry in general.

The Bank's compensation policy is to provide a fair and consistent basis for motivating and rewarding employees appropriately according to their job / role size, performance, contribution, skill and competence.

Mr. Jagdish Capoor, Mr. Ashim Samanta, Mr. Gautam Divan and Dr. Pandit Palande are the members of the Committee. Dr. Pandit Palande was inducted as member of the Committee w.e.f. May 17, 2007. The Committee is chaired by Mr. Jagdish Capoor. All members of the Committee other than Mr. Capoor are independent directors.

The Committee met 3 (three) times during the year.

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Investors' Grievance (SHARE) Committee

The Committee approves and monitors transfer, transmission, splitting and consolidation of shares and bonds and allotment of shares to the employees pursuant to Employees Stock Option Scheme. The Committee also monitors redressal of complaints from shareholders relating to transfer of shares, non-receipt of Annual Report, dividends etc.

The Committee consists of Mr. Jagdish Capoor, Mr. Aditya Puri and Mr. Gautam Divan. The Committee is chaired by Mr. Capoor. The Committee met 11 times during the year. The powers to approve share transfers and dematerialisation requests have been delegated to executives of the Bank to avoid delays that may arise due to non-availability of the members of the Committee.

As on March 31, 2008, 43 instruments of transfer representing 3871 shares were pending and since then the same have been processed. The details of the transfers are reported to the Board of Directors from time to time.

During the year, the Bank received 142 complaints from shareholders, which have been attended to.

The Committee met 11 (eleven) times during the year.

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Risk Monitoring Committee

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, verify 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 Mrs. Renu Karnad, Mr. Aditya Puri and Mr. C. M. Vasudev and is chaired by Mrs. Renu Karnad.

The Committee met 5 (five) times during the year.

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Credit Approval Committee

The Credit Approval Committee approves credit exposures, which are beyond the powers delegated to executives of the Bank. This facilitates quick response to the needs of the customers and speedy disbursement of loans.

The Committee consists of Mr. Jagdish Capoor, Mr. Aditya Puri, Mr. Keki Mistry and Mr. Gautam Divan. The Committee is chaired by Mr. Capoor.

The Committee met 2 (two) times during the year.

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The Premises Committee

The Premises Committee approves purchases and leasing of premises for the use of Bank's branches, back offices, ATMs and residence of executives in accordance with the guidelines laid down by the Board. The committee consists of Mr. Aditya Puri, Mr. Ashim Samanta, Mrs. Renu Karnad and Dr. Pandit Palande. Dr. Pandit Palande was inducted as member of the Committee w.e.f. May 17, 2007. The Committee is chaired by Mrs. Renu Karnad.

The Committee met 4 (four) times during the year.

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Nomination CommitteeThe Bank has constituted a Nomination Committee for recommending the appointment of independent / non-executive directors on the Board of the Bank. The Nomination Committee scrutinises the nominations for independent / non-executive directors with reference to their qualifications and experience. For identifying ‘fit and proper' persons, the Committee adopts the following criteria to assess competency of the persons nominated:

Academic qualifications, previous experience, track record, and

Integrity of the candidates.

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 practice are considered.

The members of the Committee are Mr. Arvind Pande, Mr. Ashim Samanta and Dr. Pandit Palande. Dr. Pandit Palande was inducted as member of the Committee w.e.f. May 17, 2007. The Committee is chaired by Mr. Arvind Pande. All the members of the Committee are independent directors.

The Committee met 2 (two) times during the year.

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Fraud Monitoring CommitteePursuant to the directions of the Reserve Bank of India, the Bank has constituted a Fraud Monitoring Committee, exclusively dedicated to the monitoring and following up of cases of fraud amounting to Rs.1 crore and above. The objective of this Committee is the effective detection of frauds and immediate reporting thereof to regulatory and enforcement agencies and actions taken against the perpetrators of frauds.

The terms of reference of the Committee are as under:

Identify the systemic lacunae, if any, that facilitated perpetration of the fraud and put in place measures to plug the same.

Identify the reasons for delay in detection, if any, reporting to top management of the Bank and RBI.

Monitor progress of CBI / police investigation and recovery position.

Ensure that staff accountability is examined at all levels in all the cases of frauds and staff side action, if required, is completed quickly without loss of time.

Review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls.

Put in place other measures as may be considered relevant to strengthen preventive measures against frauds.

The members of the Committee are Mr. Jagdish Capoor, Mr. Aditya Puri, Mr. Keki Mistry and Mr. Arvind Pande. The Committee is chaired by Mr. Jagdish Capoor. The Committee met 4 (four) times during the year.

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Customer Service Committee

The Committee monitors the quality of services rendered to the customers and also ensures implementation of directives received from RBI in this regard. The terms of reference of the Committee are to formulate comprehensive deposit policy incorporating the issues arising out of death of a depositor for operations of his account, the product approval process, the annual survey of depositor satisfaction and the triennial audit of such services.

The members of the Committee are Mr. Keki Mistry, Mr. Arvind Pande and Dr. Pandit Palande. Dr. Pandit Palande was inducted as member of the Committee w.e.f. May 17, 2007.

The Committee met 4 (four) times during the year.

Certain rights that a shareholder in a company enjoys :

To transfer the shares.

To receive the share certificates upon transfer within the stipulated period prescribed in the Listing Agreement.

To receive notice of general meetings, annual report, the balance sheet and profit and loss account and the auditors' report.

To appoint proxy to attend and vote at the general meetings. In case the member is a body corporate, to appoint a representative to attend and vote at the general meetings of the company on its behalf.

To attend and speak in person, at general meetings. Proxy cannot vote on show of hands but can vote on a poll.

To vote at the general meeting on show of hands wherein every shareholder has one vote. In case of vote on poll, the number of votes of a shareholder is proportionate to the number of equity shares held by him.

As per Banking Regulation Act, 1949, the voting rights on a poll of a shareholder of a banking company are capped at 10% of the total voting rights of all the shareholders of the banking company.

To demand poll alongwith other shareholder(s) who collectively hold 5,000 shares or are not less than 1/10th of the total voting power in respect of any resolution.

To requisition an extraordinary general meeting of any company by shareholders who collectively hold not less then 1/10th of the total paid-up capital of the company.

To move amendments to resolutions proposed at meetings .

To receive dividend and other corporate benefits like rights, bonus shares etc. as and when declared / announced.

To inspect various registers of the company .

To inspect the minute books of general meetings and to receive copies thereof after complying with the procedure prescribed in the Companies Act, 1956.

To appoint or remove director(s) and auditor(s) and thus participate in the management through them.

To proceed against the company by way of civil or criminal proceedings.

To apply for the winding-up of the company.

To receive the residual proceeds upon winding up of a company.

The rights mentioned above are prescribed in the Companies Act, 1956 and Banking Regulation Act, 1949, whereever applicable, and should be followed only after careful reading of the relevant sections. These rights are not necessarily absolute.

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.

Under the terms of Bank’s organisational documents, HDFC Limited has a right to nominate two directors who are not required to retire by rotation, so long as HDFC Limited, its susbsidiaries or any other company promoted by HDFC Limited either singly or in the aggregate holds not less than 20% of paid up equity share capital of the Bank. At present, the two directors so nominated by HDFC Limited are the Chairman and the Managing Director of the Bank.

For detailed provisions, kindly refer to the Memorandum and Articles of Association of the Bank, which are available on the web-site of the Bank at www.hdfcbank.com.

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.

Indian Listing

The equity shares of the Bank are listed at the following Stock Exchanges in india :

SN. Name and address of the stock exchange.

Stock Code

1. Bombay Stock Exchange LimitedPhiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 023

500180

2. The National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Bandra Kurla Complex,Bandra, Mumbai 400 051

HDFC Bank

Names of Depositories in India for dematerialisation of equity shares (ISIN No. INE040A01018):

National Securities Depository Limited (NSDL) Central Depository Services (India) Limited (CDSL)

International Listing

The American Depository Shares (ADS) of the Bank are listed on:The New York Stock Exchange (Ticker – HDB)11, Wall Street, New York, N.Y. 11005

The Depository for ADSs is (CUSIP No. 40415F101):

J P Morgan Chase Bank, N.A.

The Depository is represented in India (for ADSs) by:

ICICI Bank Limited, Bandra-Kurla Complex, Mumbai 400 051.

Rrgistrars and transfer agents

Datamatics Financial Services LtdUnit: HDFC Bank, Plot No. A. 16 & 17, Part B Crosslane, MIDC, Marol, Andheri (East), Mumbai 400 093Tel: 66712151-56 (Extn Nos. 207, 264 and 220) Fax: 28213404,Email:hdinvestors@dfssl.com Contact Person : Mr. Ravi Bendre

Counter Timing: 10:00 a. m. to 4:00 p. m. (Monday to Friday except public holidays)

Share Transfer Process

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 authorised 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:

Registrars and Transfer Agents

Datamatics Financial Services Limited,Unit: HDFC Bank, Plot No. A. 16 & 17, Part B Crosslane, MIDC, Marol, Andheri (East), Mumbai 400 093Telephone : 66712151-56 (Extn Nos. 207, 264 and 220)Fax : 91-22-28213404Email : hdinvestors@dfssl.comContact persons : Mr. Ravi Bendre

Counter Timing: 10:00 a. m. to 4:00 p. m. (Monday to Friday except public holidays)

Bank's Investor Helpdesk

Investors Helpdesk Timings 10:30 a. m. to 3.30 p. m. between Monday to Friday (except on Bank holidays) .Senapatii Bapat Marg, Lower Parel, Mumbai 400 013. Telephone: 2498 8484, 2496 1616 Extn: 3463 & 3476 Fax: 2496 5235Email : investor.helpdesk@hdfcbank.com

Queries related to the Bank’s operational and financial performance may be addressed to: investor.helpdesk@hdfcbank.com

Compliance Officer

For redressing grievances of Shareholders

Mr. Sanjay Dongre - Vice President (Legal) & Company Secretary Telephone: 2498 8484 Extn : 3473

Your Bank has had a track record of moderate but steady increases in dividend declarations for the last 10 years and dividend payout ratio in the last few years has been in the range of 20-25 %. Your Bank's dividend policy is based on the need to balance the twin objectives of appropriately rewarding shareholders with cash dividends and of retaining capital to maintain a healthy capital adequacy ratio to support future growth. In line with this policy and recognisation of healthy performance during 2007-08, your directors pleased to recommend a dividend of 85% for the year ended on March 31,2008 as against 70% for the year ended March 31, 2007. This dividend shall be subject to distribution tax to be paid by the Bank but will be tax-free in the hands of the members.

Details of dividend declared by the Bank:

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%

1996 - 1997 8%

Board Meetings

During the year under review, ten Board Meetings were held on April 24, 2007, May 17, 2007, June 16, 2007, July 10, 2007, October 12, 2007, January 21, 2008, February 23, 2008, February 25, 2008, February 28, 2008 and March 27, 2008.

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:

Name of Director Attendance at the Bank's Board Meetings

Directorship of other Indian Public Limited Companies

Membership of Other Companies' Committees

Chairman-ship of Other Companies' Committees

Mr. Jagdish Capoor 10 5 3 1

Mr. Aditya Puri 10 Nil Nil Nil

Mr. Keki Mistry 10 11 9 3

Mr. Vineet Jain 1 9 Nil Nil

Mrs. Renu Karnad 9 13 5 3

Mr. Arvind Pande 9 5 1 Nil

Mr. Ashim Samanta 10 Nil Nil Nil

Mr. C. M. Vasudev 9 2 2 Nil

Mr. Gautam Divan 7 3 4 2

Dr. Pandit Palande* 10 Nil Nil Nil

Mr. Harish Engineer** 6 Nil Nil Nil

Mr. Paresh Sukthankar*** 6 Nil Nil Nil

* Appointed as Additional Director(s) w.e.f. April 24, 2007.

** Appointed as Additional Directors and Executive Director w.e.f. October 12, 2007.

*** Appointed as Additional Directors and Executive Director w.e.f. October 12, 2007.

Note: As per Clause-49, the memberships / chairmanships of directors in Audit Committee and Shareholders' / Investors' Committee have been considered.

This section encloses Quarterly updates on board meetings and attendance, committee meetings and attendances as well as any changes in the profiles of our directors.

Quarterly Information for the Financial Year 2008-09

Quarter ended December 2008

Quarter ended September 2008

Quarter ended June 2008

Quarterly Information for the Financial Year 2007-08

Quarter ended March 2008

Quarter ended December 2007

Quarter ended 30th September 2007

Quarter ended June 2007

Quarterly Information for the Financial Year 2006-07

Quarter ended March 2007

Quarter ended December 2006

Quarter ended September 2006

Quarter ended June 2006

Quarterly Information for the Financial Year 2005-06

Quarter ended March 2006

Quarter ended December 2005

Quarter ended September 2005

Quarter ended June 2005

Quarterly Information for the Financial Year 2004-05

Quarter ended March 2005

Quarter ended December 2004

Quarter ended September 2004

Quarter ended June 2004

Quarterly Information for the Financial Year 2003-04

Quarter ended March 2004

Quarter ended December 2003

Quarter ended September 2003

Quarter ended June 2003

Fair Practice Code for LendingThe Bank has adopted the following fair practices code in relation to its lending activities:

Applications for loans and their processing

The bank would have loan application forms for retail advances and credit cards. These would include information about the fees/charges, if any, payable for processing, the amount of such fees refundable in the case of non acceptance of application, pre-payment options and any other matter which affects the interest of the borrower, so that a meaningful comparison with that of other banks can be made and an informed decision can be taken by the borrower.

As part of the wholesale banking business, the bank has various segments to which credit facilities are provided for their business requirements. These include a wide range of customers and range from small & medium enterprises to large corporate borrowers. The bank has a process for identification of target customers to whom facilities can be provided based on customer selection and risk assessment for that segment. Thus, the focus is on contacting prospective customers and encouraging them to avail of banking services from HDFC Bank based on the incremental value we can add to a customer's business, rather than customers making applications to the Bank for facilities / services. Thus, for the wholesale banking segment, we do not have any standardized application forms to be submitted by prospective customers.

The bank would give an acknowledgement for receipt of all retail loan applications. Time-frame within which loan applications will be processed would be indicated in the acknowledgement of such applications.

The bank would verify the loan applications within a reasonable period of time. If additional details / documents are required, it would intimate the borrowers immediately.

In the case of all borrowers seeking loans, the bank would convey in writing, the main reason/reasons which, in the opinion of the bank after due consideration, have led to rejection of the loan applications. In case the proposal does not meet the internal risk parameters of the bank, the borrower would be intimated accordingly.

Loan appraisal and terms/conditions

The bank would ensure that there is proper assessment of credit application made by borrowers. The assessment would be in line with the bank's credit policies & procedures and relevant regulatory guidelines.

The bank would convey to the borrower the credit limit along with the terms and conditions thereof and obtain the borrower's acceptance of these terms and conditions, given with his full knowledge on record.

In respect of approved credit proposals, terms and conditions and other caveats governing credit facilities given by the bank would be reduced in writing and duly certified by a bank official. A copy of the loan agreement along with a copy each of all enclosures quoted in the loan agreement may be furnished to the borrower if asked for.

The sanction letter or the loan agreement would stipulate if the credit facilities are solely at the discretion of the bank. The bank may disallow facilities that involve drawings beyond the sanctioned limits, honouring cheques issued for the purpose other than specifically agreed to in the credit sanction, and drawing on a borrowal account on its classification as a non-performing asset or on account of non-compliance with the terms of sanction. Further

the bank does not have an obligation to meet additional requirements of the borrowers on account of growth in business etc. without proper review of credit limits. Any increase/additional limits/changes in facilities requested by the customer would be considered by the Bank based on its internal policies and assessment and the Bank is not under any obligation to accede to the specific request of the borrower.

In the case of lending under consortium arrangement, the bank would endeavour to evolve procedures to complete appraisal of proposals in a time bound manner to the extent feasible, and communicate its decisions on financing or otherwise within a reasonable time, in co-ordination with other members of the consortium.

Disbursement of loans including changes in terms and conditions

The bank would ensure timely disbursement of loans sanctioned in conformity with the terms and conditions governing such sanction. It would give notice of any change in the terms and conditions including interest rates, service charges etc.

Revisions to the Bank's PLR are notified through the Bank's website. They are also covered in leading financial newspapers. Any revisions in this are applicable to all PLR linked facilities from the date of PLR revision. For facilities linked to other benchmark rates, these are revised as per prior agreement with the customer, the process for which is covered in the sanction letter duly accepted by the customer on the loan agreement. For all other facilities, any change in interest rates is with prior intimation to the customer. All revisions in other fees and charges are also informed to the customer in advance.

Post disbursement supervision

The bank would carry out post-disbursement supervision in accordance with normal banking practice, the terms of sanction, and the guidelines issued by the Reserve Bank of India from time to time.

Before taking a decision to recall / accelerate payment or performance under the agreement or seeking additional securities, the bank would give notice to borrowers, as specified in the loan agreement or a reasonable period, if no such condition exits in the loan agreement.

The bank would release all securities on receiving payment of loan or realisation of loan subject to any legitimate right or lien for any other claim that it may have against borrowers. If such right of set off is to be exercised, borrowers shall be given notice about the same with full particulars about the remaining claims and the provisions under which the bank is entitled to retain the securities till the relevant claim is settled/paid.

General

The bank would refrain from interference in the day-to-day affairs of the borrowers except for what is provided in the terms and conditions of the loan sanction documents (unless new information, not earlier disclosed by the borrower, has come to the notice of the bank). This however does not imply that the bank's right of recovery and enforcement of security under law as well as appointment of nominee directors, where required, is affected by this commitment.

The bank would not discriminate on grounds of sex, caste and religion in the matter of

lending. However, this does not preclude the bank from participating in credit-linked schemes framed for weaker sections of society.

In the matter of recovery of loans, the bank would not resort to undue harassment or use of force.

In case of receipt of request for transfer of borrowal account, either from the borrower or from a bank/financial institution, which proposes to take- over the account, the consent or otherwise i.e., objection of the bank, if any, would be conveyed within 21 days from the date of receipt of request.

Grievance Redressal Mechanism

In case of any complaint/grievance, the applicant/borrowers may contact the following:

Address: Grievance Redressal Cell HDFC Bank Ltd. Old Bldg.,"C" Wing, 3rdFloor, 26-A Narayan Properties, Chandivali Farm Road, Off Saki Vihar Road, Chandivali, Andheri East, Mumbai - 400 072.

Email: customer_service@hdfcbank.com

The Bank will acknowledge receipt of such complaint within 3 days, and will ensure that a response is provided within a period of 15 days.

Disputes arising out of decisions of the bank's functionaries would be disposed of at the next higher level within the Department concerned or at a central level in the bank.

In order to enhance value and relevance to the borrowers this code would be under review from time to time. The Bank would, therefore, greatly value any suggestions for improvement.

IntroductionThis Code of Ethics / Conduct intends to ensure adherence to highest business and ethical standards while conducting the business of the Bank and compliance with the legal and regulatory requirements, including compliance of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and regulations framed thereunder by the Securities and Exchange Commission of USA and other statutory and regulatory authorities in India and USA. The Bank values the ethical business standards very highly and intends adherence thereto in every segment of its business.

ApplicabilityThis Code of Ethics/Conduct is applicable to the following persons.

The Board Members Officials of the Bank one level below the Board

Ethical ConductThe 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.

Conflict of InterestThe 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.

Confidentiality of InformationThe 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 InformationThe 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.

Compliance with Governmental Laws, Rules and RegulationsThe Board members / Officials shall comply with all the applicable governmental laws and the applicable rules and regulations.

Variation of the Code and WaiversThe Code shall be reviewed from time to time for updation thereof. Any variation in the Code or any waivers from the provisions of the Code shall be approved by the Board and shall be disclosed on the Bank's website.

Contract or Term of EmploymentNothing in this Code or other related communications by itself creates or implies an employment contract or terms of employment.

Violation of the Code The Board shall have the powers to take necessary action in case of any violation of the code.

Key comparatives between US and Indian Corporate Governance regulations

Corporate governance rules for Indian listed companies are set forth in the Clause 49 of the Listing Agreement entered into by the companies with the Indian Stock Exchanges as amended from time to time by the Securities and Exchange Board of India (SEBI).

Companies listed on the New York Stock Exchange (NYSE) must comply with certain standards of corporate governance as mentioned in Section 303A of the NYSE's Listed

Company Manual. Listed companies that are foreign private issuers (as the term is defined in Rule 3b-4 under the Exchange Act) are permitted to follow home country practices in lieu of the provisions of this Section 303A, except that such companies are required to comply with the requirements of Sections 303A.06, 303A.11 and 303A.12(b) and (c). As per these requirements, a company (i.e. foreign private issuer) must:

1. Establish an independent audit committee that has specified responsibilities2. Provide prompt certification by its Chief Executive Officer of any material non-

compliance with any corporate governance rules3. Provide periodic written affirmations to the NYSE with respect to its corporate

governance practices and 4. Provide a brief description of significant differences between its corporate governance

practices and those followed by U.S. companies

At few instances, the Indian Corporate Governance under Clause 49 differs from those stated under NYSE's Listed Company Manual. Following is a summary of the comparison between both the regulations:

NYSE Corporate Governance Standards applicable to NYSE Listed Companies

Corporate Governance Rules as per Listing Agreement with the Indian Stock Exchange(s)

Board of Directors (Board)

Companies need to have a majority of independent directors. [NYSE Corporate Governance Standard 303A.01]

Certain heightened standards apply to ‘independent’ directors. [NYSE Corporate Governance Standard 303A.02]

The Board of a company needs to have an optimum combination of executive and non-executive directors with not less than 50% of the directors being non-executive directors.

If the chairman of the board of directors is a non-executive director of the company, at least one-third of the directors should be independent. If the chairman is an executive director, at least half of the board of directors of the company should be comprised of independent directors.

The interpretation of the term ‘independent director’ is different from the way it is interpreted under NYSE Corporate Governance Standards.

Executive Sessions

Non-management directors need to meet at regularly scheduled executive sessions without management [NYSE Corporate Governance Standard 303A.03]

There is no requirement for such sessions.

Nominating/Corporate Governance Committee

In addition to an audit committee, a listed company needs to have a nominating/corporate governance committee composed entirely of independent directors. [NYSE Corporate Governance Standard 303A.04]

Constitution of a Nomination Committee is not mandatory and need not be comprised of independent directors.

The nominating / corporate governance committee needs to have a written charter that addresses certain specific committee purposes and responsibilities and provides for an annual performance evaluation of the committee. [NYSE Corporate Governance Standard 303A.04]

Pursuant to the Listing Agreement, constitution of a nomination committee is non-mandatory and does not require a charter for such a committee. The performance evaluation of non-executive directors could be done by a peer group comprised of the entire Board of Directors, excluding the director being evaluated.

Compensation Committee

Companies need to have a compensation It is a not mandatory under Clause 49 that

You have selected a link to EDGAR database maintained by the U.S. Securities and Exchange Commission (SEC). This link is provided for informational purposes only. This communication is not an offer to sell or the solicitation of an offer to buy securities nor any investment recommendation or investment advice by HDFC Bank Limited or its subsidiaries or associate entities.

HDFC Bank Limited or its subsidiaries or associate entities do not guarantee that the information accessible here is accurate, complete or timely. Nor do we make any warranties to you regarding the information or any results from using the information.

Click here to go to the SEC's website

HDFC Bank Limited (NYSE : HDB) filed its Form 20-F for the year ended March 31, 2008 on September 29, 2008. Filings made by HDFC Bank Limited with SEC are available from the SEC's EDGAR database via the direct link to its website located under "About Us/SEC Filings" on HDFC Bank's website, or via www.sec.gov. Shareholders/Members of the Bank may also write to Mr. Sanjay Dongre, Executive Vice President (Legal) & Company Secretary, HDFC Bank Limited, 2nd Floor, Process House, Kamla Mills Compound, Lower Parel (West), Mumbai 400 013. sanjay.dongre@hdfcbank.com, requesting a hard copy of the completed audited financial statements free of charge.

I understand and accept that HDFC Bank maintains the web-site http://www.hdfcbank.com (going ahead referred to as "the Site" or "the bank website") to provide visitors with information about HDFC Bank, its services and products and to facilitate communication with HDFC Bank and availing its services. I also accept that visitors to the Site are required to read the below terms, and use of the Site constitutes my acceptance and agreement to be bound by such terms, and the changes therein to the Website Usage Terms from time to time, relating to my usage of the website as communicated and made available on the Bank's website.

I am aware and accept that all information, content, materials, products (including, but not limited to text, content, photographs, graphics, video and audio content) on the website is

protected by copyright in the favour of HDFC Bank under applicable copyright laws and is also protected otherwise under general intellectual property law.

I understand and accept that all information submitted by me through the HDFC Bank website shall be deemed the property of HDFC Bank, and the Bank shall be free to use any ideas, concepts, know-how or techniques provided by me at the Site, in any manner whatsoever. On initiating a contact through the Bank website I agree to being contacted by the bank or any other entities with whom the bank has entered into an arrangement.

I agree that I shall not copy, reproduce, sell, redistribute, publish, enter into a database, display, perform, modify, transmit, license, create derivatives from, transfer or in any way exploit any part of any

information, content, materials, services available from or through the bank website, except that which I may download for my own personal, non-commercial use.

I agree that I will not use the bank website for any purpose that is unlawful, or prohibited by these Website Usage Terms. I also agree I will not use the bank website in any manner that could damage, disable or impair the website or interfere with any other party's use or enjoyment of the website.

I acknowledge that the software and hardware underlying the bank Website as well as other Internet related software which are required for accessing the website are the legal property of the respective Vendors/Bank. The permission given by the Bank to access the bank website will not convey any proprietary or ownership rights

in the above software / hardware. I agree that I shall not attempt to modify, translate, disassemble, decompile or reverse engineer the software / hardware underlying the bank website or create any derivative product based on the software / hardware.

I understand and accept that not all the products and services offered on this website are available in all geographic areas and I may not be eligible for all the products or services offered by HDFC Bank on the Site. HDFC Bank reserves the right to determine the availability and eligibility for any product or service.

I am aware that HDFC Bank proposes to use "cookies" (Cookies are small data files that a website stores on my computer.) for storing visitor preferences, profiling visitors and tracking visitor behavior on

the bank website. By visiting the website I acknowledge, accept and expressly authorize the Bank for the placement of cookies on my computer.

I understand and accept that HDFC Bank is not responsible for the availability of content or other services on third party sites linked from the bank website. I am aware that my access of hyperlinks to other internet sites are at my own risk and the content, accuracy, opinions expressed, and other links provided by these sites are not verified, monitored or endorsed by HDFC Bank in any way. HDFC Bank does not make any warranties, and expressly disclaims all warranties express or implied, including without limitation, those of merchantability and fitness for a particular purpose, title or non-

infringement with respect to any information or services or products that are available or advertised or sold through these third party websites.

The Bank shall not be liable if any transaction does not fructify or may not be completed or for any failure on part of the Bank to perform any of its obligations under these terms and conditions or those applicable specifically to its services/facilities if performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure event continues.

“Force Majeure Event” means any event due to any cause beyond the reasonable control of the Bank, including without limitations, unavailability of any communication systems, breach, or virus in the

processes or payment or delivery mechanism, sabotage, fire, flood, explosion, acts of god, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorised access to computer data and storage devices, computer crashes, malfunctioning in the computer terminal or the systems getting affected by any malicious, destructive or corrupting code or program, mechanical or technical errors/failures or power shut down, faults or failures in telecommunication etc.

I understand and accept HDFC Bank has the absolute discretion to amend or supplement any of the Website Usage Terms at any time and will give prior notice of 30 days for such changes. Changed Terms and Conditions shall be

communicated to me on the Bank’s website and by other acceptable modes of communication. By using the services, I shall be deemed to have accepted the changed Website Usage Terms.

I accept that the Courts in Mumbai alone shall have exclusive jurisdiction as regards any claims or matters arising out of dealings with HDFC Bank, and all disputes will be governed by the laws of India.

I understand and agree that these Website Usage Terms are in addition to, and not in derogation of, the applicable Terms and Conditions relating to my usage of any other HDFC Bank services that I may be currently availing or may in the future avail, including without limitation the NetBanking service.

Who is covered by this Policy All visitors ("visitors") who visit the site http://www.hdfcbank.com and provide information to HDFC Bank online are covered under this Policy

Information covered by this Policy This Policy seeks to cover private information of the Visitors provided to HDFC Bank online as also any information collected by the bank server from the visitors browser. ("the Information")

The Features of the Policy :

All Information collected shall only be used to provide the Visitor with the best possible services.

The Information shall not be shared with any external organisation unless the same is necessary to enable HDFC Bank to provide you services or to enable the compilation of a transaction, credit reporting, or the same is necessary or required pursuant to applicable banking norms or pursuant to the terms and conditions applicable to such Information as agreed to with HDFC Bank. Needless to add, confidentiality norms as applicable to banks shall be adhered to. HDFC Bank may also share Information to provide you with superior services and a range of offers. If you desire HDFC Bank to limit such sharing whereby you would not like to be informed of offers available you may contact us at support@hdfcbank.com.

HDFC Bank will use the Information to improve the visitor experience on the site and make subsequent offers to the visitor on products which may be of interest to him / her.

The HDFC Bank website uses cookies. Cookies are small data files that a website stores on your computer. We use persistent cookies which are permanently placed on your computer to store non-personal (Browser, ISP, OS, Clickstream information etc) and profiling information (age, gender, income etc). While cookies have unique identification nos, personal information (name, a/c no, contact nos etc) SHALL NOT be stored on the cookies.

We will use the information stored in the cookies to improve visitor experience through throwing up relevant content where possible. We will also use the cookies to store visitor preferences to ease visitor navigation on the site.

We may in the future implement encryption of the cookies.

HDFC Bank also may disclose information about you as permitted or required by law.

At HDFC Bank, we value your relationship and will at all times strive to ensure your privacy.

18.2 The Average Quarterly Balance is different for different types of accounts. Detail of the AQB for different accounts is given in the Services and Fees brochure and also updated on the Bank's website.

18.3 The Mode of Calculation of AQB: It is average of daily closing balance of each day spread over a period of three months. For more detailed explanation, please refer to the example below

Sample statement to illustrate example

Sr. No.

Date Narrarion Withdrawal Deposit Closing balance

1 01-Jan-07 Credit interest capilized

50 4,000

2 10-Jan-07 ECS Credit-PKT 10,000 14,000

3 16-Jan-07 Cash Withdrawal 2,000 12,000

4 25-Jan-07 Cheque Deposit- MICR clearing

13,000 25,000

5 05-Feb-07 Broadway automobile POS 43860000000012

1,000 24,000

6 19-Feb-07 Cash Deposit Mumbai

9,000 33,000

7 26-Feb-07 Funds Transfer 29,000 4,000

8 02-Mar-07 Cheque paid-MICR inward clearing

1,500 2,500

9 15-Mar-07 Cheque Deposit- MICR clearing

25,000 27,500

10 31-Mar-07 Cash Withdrawal 2,000 25,500

AQB Calculation

Sr. No.

Time Period Calculation Amount(Rs)

1 EOD Balance from 01-Jan-07 to 9-Jan-07 4,000 x 9 36,000

2 EOD Balance from 10-Jan-07 to 15-Jan-07 14,000 x 6 84,000

3 EOD Balance from 16-Jan-07 to 24-Jan-07 12,000 x 9 1,08,000

4 EOD Balance from 25-Jan-07 to 04-Feb-07 25,000 x 11 2,75,000

5 EOD Balance from 05-Feb-07 to 18-Feb-07 24,000 x 14 3,36,000

6 EOD Balance from 19-Feb-07 to 25-Feb-07 33,000 x 7 2,31,000

7 EOD Balance from 26-Feb-07 to 01-Mar-07 4,000 x 4 16,000

8 EOD Balance from 02-Mar-07 to 14-Mar-07 2,500 x 13 32,500

9 EOD Balance from 15-Mar-07 to 30-Mar-07 27,500 x 16 4,40,000

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