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Placement Document
Not for circulationSerial Number []
Axis Bank Limited(Axis Bank Limited (the Bank) was incorporated on December 3, 1993 in the Republic of India with limited liability under the Companies
Act, 1956, as amended (the Companies Act) with corporate identification number L65110GJ1993PLC020769)
The Bank is issuing 34,000,000 equity shares of face value of Rs.10 each (the Equity Shares) at a price of Rs.1,390 per Equity Share(the Issue Price), including a premium of Rs.1,380 per Equity Share aggregating to Rs.47,260 million (the Issue).
ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED
(THE SEBI REGULATIONS)
THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT (PLACEMENT DOCUMENT) IS BEING MADE INRELIANCE UPON CHAPTER VIII OF THE SEBI REGULATIONS. THIS PLACEMENT DOCUMENT IS PERSONAL TOEACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF ANOFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHERTHAN TO QUALIFIED INSTITUTIONAL BUYERS (QIBS), AS DEFINED IN THE SEBI REGULATIONS.
YOU ARE NOT AUTHORIZED TO AND MAY NOT (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHERPERSON; OR (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTIONOR REPRODUCTION OF THIS PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TOCOMPLY WITH THIS INSTRUCTION MAY RESULT IN VIOLATION OF THE SEBI REGULATIONS OR OTHERAPPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.
INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOTINVEST IN THIS ISSUE UNLESS THEY ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIRINVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ RISK FACTORS ON PAGE 18BEFORE MAKING AN INVESTMENT DECISION RELATING TO THIS ISSUE. EACH PROSPECTIVE INVESTOR ISADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT INTHE EQUITY SHARES BEING ISSUED PURSUANT TO THIS PLACEMENT DOCUMENT.
Invitations, offers and sales of the Equity Shares shall only be made pursuant to this Placement Document together with the respectiveApplication Form (defined hereinafter) and the Confirmation of Allocation Note (defined hereinafter). The distribution of this PlacementDocument or the disclosure of its contents without the prior consent of the Bank to any person, other than QIBs and persons retained by QIBsto advise them with respect to their purchase of the Equity Shares, is unauthorized and prohibited. Each prospective investor, by acceptingdelivery of this Placement Document, agrees to observe the foregoing restrictions and make no copies of this Placement Document or anydocuments referred to in this Placement Document. See Issue Procedure.
The Equity Shares are listed on the BSE Limited (the BSE) and the National Stock Exchange of India Limited (the NSE, togetherwith the BSE, the Stock Exchanges). In-principle approvals under Clause 24(a) of the Equity Listing Agreements (as defined hereinafter)for listing of the Equity Shares have been received from the BSE and the NSE on January 28, 2013. Applications will be made for obtaininglisting and trading approvals of the Equity Shares offered through the Issue to the Stock Exchanges. The Stock Exchanges assume noresponsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares totrading on the Stock Exchanges should not be taken as an indication of the merits of the business of the Bank or the Equity Shares.
A copy of the Preliminary Placement Document has been delivered to the Stock Exchanges. A copy of this Placement Document hasbeen filed with the Stock Exchanges. The Preliminary Placement Document and this Placement Document have not been reviewed by theSecurities and Exchange Board of India (SEBI), the Reserve Bank of India (the RBI), the Stock Exchanges or any other regulatory orlisting authority and is intended for use by QIBs only. This Placement Document has not been and will not be registered as a prospectus withthe Registrar of Companies in India, will not be circulated or distributed to the public in India or any other jurisdiction and will not constitutea public offer in India or any other jurisdiction.
The information on the website of the Bank or any website directly or indirectly linked to the website of the Bank does not form part ofthis Placement Document and prospective investors should not rely on such information contained in, or available through, any such website.
This Placement Document has been prepared by the Bank solely for providing information in connection with the Issue.
The Equity Shares offered hereby have not been and will not be registered under the Securities Act and may not be offered or sold withinthe United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or ina transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the EquityShares are being offered and sold (a) in the United States only to persons reasonably believed to be Qualified Institutional Buyers (as definedin Rule 144A under the Securities Act) pursuant to Section 4(a)(2) under the Securities Act, and (b) outside the United States to non-U.S.persons in offshore transactions in reliance on Regulation S under the Securities Act. For a description of certain restrictions on transfer of theEquity Shares, see Transfer Restrictions.
This Placement Document is dated January 31, 2013.
BOOK RUNNING LEAD MANAGERS (in alphabetical order)
Axis Capital Limited*Axis House1st Floor, C-2Wadia International CenterP. B. Marg, WorliMumbai 400 025
Citigroup Global Markets IndiaPrivate Limited12th FloorBakhtawarNariman PointMumbai 400 021
J. P. Morgan India Private LimitedJ. P. Morgan TowerOff C. S. T. Road, KalinaSantacruz (East)Mumbai 400 098
* Axis Capital Limited shall be involved only in marketing of the Issue
TABLE OF CONTENTS
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viii
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . x
ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . x
EXCHANGE RATE INFORMATION AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DEFINITIONS AND ABBREVIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SUMMARY OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SUMMARY OF THE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
MARKET PRICE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
CAPITALIZATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SELECTED STATISTICAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SUPERVISION AND REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
BOARD OF DIRECTORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154
ISSUE PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
THE SECURITIES MARKET OF INDIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
DESCRIPTION OF THE EQUITY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
U.S. FEDERAL INCOME TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192
SUMMARY OF SIGNIFICANT DIFFERENCES AMONG INDIAN GAAP ANDU.S. GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
DECLARATION
i
NOTICE TO INVESTORS
The Bank has furnished and accepts full responsibility for all of the information contained in this PlacementDocument and confirms that to its best knowledge and belief, having made all reasonable enquiries, thisPlacement Document contains all information with respect to the Bank and the Equity Shares which is materialin the context of the Issue. The statements contained in this Placement Document relating to the Bank and theEquity Shares are, in every material respect, true and accurate and not misleading. The opinions and intentionsexpressed in this Placement Document with regard to the Bank and the Equity Shares are honestly held, havebeen reached after considering all relevant circumstances, are based on information presently available to theBank and based on reasonable assumptions. There are no other facts in relation to the Bank and the EquityShares, the omission of which would, in the context of the Issue, make any statement in this PlacementDocument misleading in any material respect. Further, all reasonable enquiries have been made by the Bank toascertain such facts and to verify the accuracy of all such information and statements.
The Book Running Lead Managers have not separately verified the information contained in this PlacementDocument (financial, legal or otherwise). Accordingly, neither the Book Running Lead Managers nor any of theirrespective shareholders (except the Bank (to the extent stated above) as a shareholder of Axis Capital Limitedwhich is one of the Book Running Lead Managers to the Issue), employees, counsel, officers, directors,representatives, agents or affiliates make any express or implied representation, warranty or undertaking, and noresponsibility or liability is accepted by any of the Book Running Lead Managers as to the accuracy orcompleteness of the information contained in this Placement Document or any other information supplied inconnection with the Equity Shares. Each person receiving this Placement Document acknowledges that suchperson has not relied on any of the Book Running Lead Managers or on any of their respective shareholders,employees, counsel, officers, directors, representatives, agents or affiliates in connection with its investigation ofthe accuracy of such information or its investment decision, and each such person must rely on its ownexamination of the Bank and the merits and risks involved in investing in the Equity Shares pursuant to the Issue.
No person is authorized to give any information or to make any representation not contained in thisPlacement Document and any information or representation not so contained must not be relied upon as havingbeen authorized by or on behalf of the Bank or by or on behalf of the Book Running Lead Managers. Thedelivery of this Placement Document at any time does not imply that the information contained in it is correct asof any time subsequent to its date.
The Equity Shares issued pursuant to the Issue have not been approved, disapproved orrecommended by the U.S. Securities and Exchange Commission, any other federal or state authorities inthe U.S. or the securities authorities of any non-U.S. jurisdiction or any other U.S. or non-U.S. regulatoryauthority. No authority has passed on or endorsed the merits of the Issue or the accuracy or adequacy ofthis Placement Document. Any representation to the contrary is a criminal offense in the U.S. and may bea criminal offense in other jurisdictions.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, asamended (the Securities Act), and may not be offered or sold within the United States except pursuant toan exemption from, or in a transaction not subject to, the registration requirements of the Securities Actand applicable state securities laws.
Within the United States, this Placement Document is being provided only to persons who are qualifiedinstitutional buyers as defined in Rule 144A. Distribution of this Placement Document to any person other thanthe offeree specified by the Book Running Lead Managers or their representatives, and those persons, if any,retained to advise such offeree with respect thereto, is unauthorized and any disclosure of its contents, withoutthe prior written consent of the Bank, is prohibited. Any reproduction or distribution of this Placement Documentin the United States, in whole or in part, and any disclosure of its contents to any other person is prohibited.
The distribution of this Placement Document and the issue of the Equity Shares may be restricted in certainjurisdictions by law. As such, this Placement Document does not constitute, and may not be used for or inconnection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is notauthorized or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action hasbeen taken by the Bank and the Book Running Lead Managers which would permit an offering of the EquityShares or distribution of this Placement Document in any jurisdiction, other than India, where action for thatpurpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neitherthis Placement Document nor any offering material in connection with the Equity Shares may be distributed orpublished in or from any country or jurisdiction, except under circumstances that will result in compliance withany applicable rules and regulations of any such country or jurisdiction.
ii
In making an investment decision, investors must rely on their own examination of the Bank and the termsof the Issue, including the merits and risks involved. Investors should not construe the contents of this PlacementDocument as legal, tax, accounting or investment advice. Investors should consult their own counsel and advisorsas to business, legal, tax, accounting and related matters concerning the Issue. In addition, neither the Bank northe Book Running Lead Managers are making any representation to any offeree or purchaser of the Equity Sharesregarding the legality of an investment in the Equity Shares by such offeree or purchaser under applicable legal,investment or similar laws or regulations.
Each purchaser of the Equity Shares in the Issue is deemed to have acknowledged, represented and agreedthat it is eligible to invest in India and in the Bank under Indian law, including Chapter VIII of the SEBIRegulations, and that it is not prohibited by SEBI or any other statutory authority from buying, selling or dealingin securities including the Equity Shares.
This Placement Document contains summaries of certain terms of certain documents, which summaries arequalified in their entirety by the terms and conditions of such document.
The information on the Banks website, www.axisbank.com, any website directly or indirectly linked to theBanks website, or on the websites of the Book Running Lead Managers, does not constitute nor form part of thisPlacement Document. Prospective investors should not rely on the information contained in, or available throughsuch websites.
All references herein to you or your is to the prospective investors in the Issue.
CERTAIN U.S. MATTERS
THE EQUITY SHARES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITEDSTATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED INREGULATION S) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLESTATE SECURITIES LAWS. ACCORDINGLY, THE EQUITY SHARES ARE BEING OFFERED ANDSOLD (A) IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BEQUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)PURSUANT TO SECTION 4(a)(2) UNDER THE SECURITIES ACT, AND (B) OUTSIDE THE UNITEDSTATES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION SUNDER THE SECURITIES ACT. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFEROF THE EQUITY SHARES, SEE TRANSFER RESTRICTIONS.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH, OR APPROVED ORDISAPPROVED BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE SEC)OR ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER UNITEDSTATES REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOTPASSED ON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACYOF THIS PLACEMENT DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE IN THE UNITED STATES.
NOTICE TO HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THAT ASECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEWHAMPSHIRE, CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRETHAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOTMISLEADING. NEITHER ANY SUCH FACT, NOR THE FACT THAT AN EXEMPTION OREXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION, MEANS THAT THESECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITSOR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANYPROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT, ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
iii
NOTICE TO INVESTORS IN CERTAIN OTHER COUNTRIES
For information to investors in certain other countries, see Selling Restrictions and TransferRestrictions.
REPRESENTATIONS BY INVESTORS
By subscribing to any Equity Shares in the Issue, you are deemed to have represented, warranted,acknowledged and agreed to the Bank and the Book Running Lead Managers, as follows:
You are a QIB as defined in Regulation 2(1)(zd) of the SEBI Regulations and not excluded pursuant toRegulation 86 of the SEBI Regulations, having a valid and existing registration under applicable laws andregulations of India, and undertake to acquire, hold, manage or dispose of any Equity Shares that areAllocated (as defined hereinafter) to you in accordance with Chapter VIII of the SEBI Regulations;
If you are Allotted (as defined hereinafter) Equity Shares, you shall not, for a period of one year from thedate of Allotment (as defined hereinafter), sell the Equity Shares so acquired except on the floor of theStock Exchanges (additional restrictions apply if you are within the United States, see TransferRestrictions);
You have made, or been deemed to have made, as applicable, the representations and warranties as setforth under the sections titled Selling Restrictions and Transfer Restrictions;
You are aware that the Equity Shares have not been and will not be registered under the Companies Act,the SEBI Regulations or under any other law in force in India. The Placement Document has not beenreviewed or affirmed by SEBI, RBI, the Stock Exchanges or any other regulatory or listing authority, andwill not be filed with the RoC, and is intended only for use by QIBs. This Placement Document has beenfiled with the Stock Exchanges and will be displayed on the websites of the Bank and the StockExchanges;
You are entitled to subscribe for and acquire the Equity Shares under the laws of all relevant jurisdictionsthat apply to you and that you have fully observed such laws and you have necessary capacity, haveobtained all necessary consents, governmental or otherwise, and authorizations and complied with allnecessary formalities, to enable you to commit to participation in the Issue and to perform yourobligations in relation thereto (including, without limitation, in the case of any person on whose behalfyou are acting, all necessary consents and authorizations to agree to the terms set out or referred to in thisPlacement Document), and will honor such obligations;
Neither the Bank nor any of the Book Running Lead Managers or any of their respective shareholders,directors, officers, employees, counsel, representatives, agents or affiliates are making anyrecommendations to you or advising you regarding the suitability of any transactions it may enter into inconnection with the Issue and your participation in the Issue is on the basis that you are not, and will not,up to the Allotment, be a client of any of the Book Running Lead Managers. Neither the Book RunningLead Managers nor any of their respective shareholders, directors, officers, employees, counsel,representatives, agents or affiliates have any duties or responsibilities to you for providing the protectionafforded to their clients or customers or for providing advice in relation to the Issue and are not in anyway acting in any fiduciary capacity;
All statements other than statements of historical fact included in this Placement Document, includingthose regarding the Banks financial position, business strategy, plans and objectives of management forfuture operations (including development plans and objectives relating to the Banks business), areforward-looking statements. Such forward-looking statements involve known and unknown risks,uncertainties and other important factors that could cause actual results to be materially different fromfuture results, performance or achievements expressed or implied by such forward-looking statements.Such forward-looking statements are based on numerous assumptions regarding the Banks present andfuture business strategies and environment in which the Bank will operate in the future. You should notplace undue reliance on forward-looking statements, which speak only as of the date of this PlacementDocument. The Bank assumes no responsibility to update any forward-looking statements contained inthis Placement Document;
You are aware of and understand that the Equity Shares are being offered only to QIBs and are not beingoffered to the general public and the Allotment shall be on a discretionary basis;
iv
You are aware that if you are Allotted more than 5% of the Equity Shares in the Issue, the Bank shall berequired to disclose your name and the number of the Equity Shares Allotted to you to the StockExchanges and the Stock Exchanges will make the same available on their website and you consent tosuch disclosures;
You have been provided a serially numbered copy of this Placement Document, and you have read it inits entirety, including in particular, the section titled Risk Factors;
In making your investment decision, you have (i) relied on your own examination of the Bank and theterms of the Issue, including the merits and risks involved, (ii) made your own assessment of the Bank,the Equity Shares and the terms of the Issue based solely on the information contained in the PlacementDocument and no other disclosure or representation by the Bank or any other party, (iii) consulted yourown independent counsel and advisors or otherwise have satisfied yourself concerning, withoutlimitation, the effects of local laws, (iv) received all information that you believe is necessary orappropriate in order to make an investment decision in respect of the Bank and the Equity Shares, and(v) relied upon your own investigation and resources in deciding to invest in the Issue;
Neither the Book Running Lead Managers nor any of their respective shareholders, directors, officers,employees, counsel, representatives, agents or affiliates, have provided you with any tax advice orotherwise made any representations regarding the tax consequences of purchase, ownership and disposalof the Equity Shares (including the Issue and the use of proceeds from the Equity Shares). You will obtainyour own independent tax advice from a reputable service provider and will not rely on any of the BookRunning Lead Managers or any of their respective shareholders, directors, officers, employees, counsel,representatives, agents or affiliates, when evaluating the tax consequences in relation to the Equity Shares(including, in relation to the Issue and the use of proceeds from the Equity Shares). You waive, and agreenot to assert any claim against the Bank or any of the Book Running Lead Managers or any of theirrespective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, withrespect to the tax aspects of the Equity Shares or as a result of any tax audits by tax authorities, whereversituated;
You are a sophisticated investor and have such knowledge and experience in financial, business andinvestments as to be capable of evaluating the merits and risks of the investment in the EquityShares. You are experienced in investing in private placement transactions of securities of companies in asimilar nature of business, similar stage of development and in similar jurisdictions. You and anyaccounts for which you are subscribing to the Equity Shares (i) are each able to bear the economic risk ofthe investment in the Equity Shares, (ii) will not look to the Bank and/or any of the Book Running LeadManagers or any of their respective shareholders, directors, officers, employees, counsel, representatives,agents or affiliates for all or part of any such loss or losses that may be suffered in connection with theIssue, including losses arising out of non-performance by the Bank of any of its respective obligations orany breach of any representations and warranties by the Bank, whether to you or otherwise, (iii) are ableto sustain a complete loss on the investment in the Equity Shares, (iv) have no need for liquidity withrespect to the investment in the Equity Shares, and (v) have no reason to anticipate any change in your ortheir circumstances, financial or otherwise, which may cause or require any sale or distribution by you orthem of all or any part of the Equity Shares. You acknowledge that an investment in the Equity Sharesinvolves a high degree of risk and that the Equity Shares are, therefore, a speculative investment. You areseeking to subscribe to the Equity Shares in the Issue for your own investment and not with a view toresale or distribution;
You confirm that either (i) you have not participated in or attended any investor meetings or presentationsby the Bank or its agents with regard to the Bank or the Issue (Bank Presentations); or (ii) if you haveparticipated in or attended any Bank Presentations, (a) you understand and acknowledge that the BookRunning Lead Managers may not have the knowledge of the statements that the Bank or its agents mayhave made at such Bank Presentations and are therefore unable to determine whether the informationprovided to you at such Bank Presentation may have included any material misstatements or omissions,and, accordingly you acknowledge that the Book Running Lead Managers have advised you not to rely inany way on any such information that was provided to you at such Bank Presentations, and (b) confirmthat, to the best of your knowledge, you have not been provided any material information that was notpublicly available;
If you are acquiring the Equity Shares pursuant to the Issue, for one or more managed accounts, yourepresent and warrant that you are authorized in writing, by each such managed account to acquire theEquity Shares for each managed account and make the representations, warranties, acknowledgements
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and agreements herein for and on behalf of each such account, reading the reference to you to includesuch accounts;
You are not a Promoter (as defined under the SEBI Regulations) of the Bank and are not a person relatedto the Promoters, either directly or indirectly and your Bid (as defined hereinafter) does not directly orindirectly represent the Promoter or promoter group (as defined under the SEBI Regulations) of the Bank;
You have no rights under a shareholders agreement or voting agreement with the Promoter(s) or personsrelated to the Promoter(s), no veto rights or right to appoint any nominee director on the board ofdirectors of the Bank (the Board), other than the rights, if any, acquired in the capacity of a lender notholding any Equity Shares, which shall not be deemed to be a person related to the Promoter;
You have no right to withdraw your Bid after the Bid/Issue Closing Date (as defined hereinafter);
You are eligible to apply and hold the Equity Shares Allotted to you together with any Equity Shares heldby you prior to the Issue. Further, you confirm that your aggregate holding after the Allotment of theEquity Shares shall not exceed the level permissible as per any applicable regulation;
The Bid submitted by you would not result in triggering a tender offer under the Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the TakeoverCode);
To the best of your knowledge and belief, your aggregate holding, together with other QIBs in the Issuethat belong to the same group or are under common control as you, pursuant to the Allotment under theIssue shall not exceed 50% of the Issue. For the purposes of this representation:
a. The expression belong to the same group shall derive meaning from the concept of companiesunder the same group as provided in sub-section (11) of Section 372 of the Companies Act; and
b. Control shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the TakeoverCode;
You shall not undertake any trade in the Equity Shares credited to your beneficiary account until suchtime that the final listing and trading approvals for the Equity Shares are issued by the Stock Exchangesas applicable;
You acknowledge, represent and agree that your total interest in the paid-up share capital of the Bank,whether direct or indirect, beneficial or otherwise (any such interest, your Holding), when aggregatedtogether with any existing Holding and/or Holding of any of your relatives or associated enterprises(as defined under Section 92A of the Indian Income Tax Act, 1961), does not exceed 5% of the totalpaid-up share capital of the Bank, unless you are an existing shareholder who already holds 5% or moreof the underlying paid up share capital of the Bank pursuant to the acknowledgment of the RBI, providedthat your Holding does not, without the further acknowledgment of the RBI, exceed your existingHolding after Allotment;
You are aware that after the completion of the allotment process, the Bank shall apply for a post factoapproval from the RBI in respect of this Issue and that in the event that RBI does not grant the post factoapproval in respect of Allotment of Equity Shares to you, you shall be required to comply with theinstructions received from the RBI in this regard;
You are aware that (i) applications for in-principle approval, in terms of clause 24(a) of the Equity ListingAgreements, for listing and admission of the Equity Shares and for trading on the Stock Exchanges, weremade and approval has been received from each of the Stock Exchanges, and (ii) the application for thefinal listing and trading approval will be made only after Allotment. There can be no assurance that thefinal approvals for listing of the Equity Shares will be obtained in time or at all. The Bank shall not beresponsible for any delay or non-receipt of such final approvals or any loss arising from such delay ornon-receipt;
You are aware and understand that the Book Running Lead Managers have entered into a placementagreement with the Bank, whereby the Book Running Lead Managers have, subject to the satisfaction ofcertain conditions set out therein, agreed to manage the Issue and use their best efforts to procuresubscription for the Equity Shares on the terms and conditions set forth therein;
You understand that the contents of this Placement Document are exclusively the responsibility of theBank and that neither the Book Running Lead Managers nor any person acting on their behalf has or shallhave any liability for any information, representation or statement contained in this Placement Documentor any information previously published by or on behalf of the Bank and will not be liable for your
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decision to participate in the Issue based on any information, representation or statement contained in thisPlacement Document or otherwise. By participating in the Issue, you agree to the same and confirm thatthe only information you are entitled to rely on, and on which you have relied in committing yourself toacquire the Equity Shares is contained in this Placement Document, such information being all that youdeem necessary to make an investment decision in respect of the Equity Shares, you have neither receivednor relied on any other information, representation, warranty or statement made by, or on behalf of, theBook Running Lead Managers or the Bank or any of their respective affiliates or any other person andneither the Book Running Lead Managers nor the Bank nor any other person will be liable for yourdecision to participate in the Issue based on any other information, representation, warranty or statementthat you may have obtained or received;
You understand that none of the Book Running Lead Managers has any obligation to purchase or acquireall or any part of the Equity Shares purchased by you in the Issue;
You are eligible to invest in India under applicable law, including the Foreign Exchange Management(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, andany notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBI orany other regulatory authority, from buying, selling or dealing in securities;
You understand that the Equity Shares have not been and will not be registered under the Securities Actor with any securities regulatory authority of any state of the United States and accordingly, may not beoffered or sold within the United States, except in reliance on an exemption from the registrationrequirements of the Securities Act;
If you are within the United States, you are a qualified institutional buyer as defined in Rule 144Aunder the Securities Act, are acquiring the Equity Shares for your own account or for the account of aninstitutional investor who also meets the requirements of a qualified institutional buyer, for investmentpurposes only, and not with a view to, or for resale in connection with, the distribution (within themeaning of any United States securities laws) thereof, in whole or in part;
You agree that any dispute arising in connection with the Issue will be governed by and construed inaccordance with the laws of Republic of India, and the courts in Mumbai, India shall have exclusivejurisdiction to settle any disputes which may arise out of or in connection with this Placement Document;
You agree to indemnify and hold the Bank and the Book Running Lead Managers harmless from any andall costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or inconnection with any breach of the foregoing representations, warranties, acknowledgements andundertakings made by you in this Placement Document. You agree that the indemnity set forth in thisparagraph shall survive the resale of the Equity Shares by, or on behalf of, the managed accounts;
The Bank, the Book Running Lead Managers, their respective affiliates and others will rely on the truthand accuracy of the foregoing representations, warranties, acknowledgements and undertakings, whichare given to the Book Running Lead Managers on their own behalf and on behalf of the Bank, and areirrevocable; and
Each of the representations, warranties, acknowledgements and agreements set out above shall continueto be true and accurate at all times up to and including the Allotment, listing and trading of the EquityShares in the Issue.
OFFSHORE DERIVATIVE INSTRUMENTS
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in termsof Regulation 15A(1) of the Securities and Exchange Board of India (Foreign Institutional Investors)Regulations, 1995, as amended, (FII Regulations) an FII, including affiliates of the Book Running LeadManagers, may issue or otherwise deal in offshore derivative instruments such as participatory notes, equity-linked notes or any other similar instruments against underlying securities, listed or proposed to be listed on anystock exchange in India, such as the Equity Shares in the Issue (all such offshore derivative instruments arereferred to herein as P-Notes), for which they may receive compensation from the purchasers of suchinstruments. P-Notes may be issued only in favor of those entities which are regulated by any appropriate foreignregulatory authorities subject to compliance of know your client requirements. An FII shall also ensure that nofurther issue or transfer of any instrument referred to above is made to any person other than such entitiesregulated by appropriate foreign regulatory authorities. P-Notes have not been and are not being offered or sold
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pursuant to this Placement Document. This Placement Document does not contain any information concerning P-Notes or the issuer(s) of any P-notes, including any information regarding any risk factors relating thereto. Nosub-account of an FII is permitted directly or indirectly to issue P-Notes.
Any P-Notes that may be issued are not securities of the Bank and do not constitute any obligation of,claims on or interests in the Bank. The Bank has not participated in any offer of any P-Notes, or in theestablishment of the terms of any P-Notes, or in the preparation of any disclosure related to any P-Notes. AnyP-Notes that may be offered are issued by, and are the sole obligations of, third parties that are unrelated to theBank. The Bank and the Book Running Lead Managers do not make any recommendation as to any investmentin P-Notes and do not accept any responsibility whatsoever in connection with any P-Notes. Any P-Notes thatmay be issued are not securities of the Book Running Lead Managers and do not constitute any obligations of orclaims on the Book Running Lead Managers. Affiliates of the Book Running Lead Managers that are registeredas FIIs may purchase, to the extent permissible under law, the Equity Shares in the Issue, and may issue P-Notesin respect thereof.
Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequatedisclosures as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from theissuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved anyP-Notes or any disclosure related thereto. Prospective investors are urged to consult their own financial,legal, accounting and tax advisors regarding any contemplated investment in P-Notes, including whetherP-Notes are issued in compliance with applicable laws and regulations.
DISCLAIMER CLAUSE OF THE STOCK EXCHANGES
As required, a copy of this Placement Document has been submitted to each of the Stock Exchanges. TheStock Exchanges do not in any manner:
(1) Warrant, certify or endorse the correctness or completeness of the contents of the PlacementDocument;
(2) Warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges;or
(3) Take any responsibility for the financial or other soundness of the Bank, its Promoters, itsmanagement or any scheme or project of the Bank,
and it should not for any reason be deemed or construed to mean that the Placement Document has been clearedor approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquire any EquityShares may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claimagainst the Stock Exchanges whatsoever, by reason of any loss which may be suffered by such personconsequent to or in connection with, such subscription/acquisition, whether by reason of anything stated oromitted to be stated herein, or for any other reason whatsoever.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this Placement Document, unless otherwise specified or the context otherwise indicates or implies,references to you, your, offeree, purchaser, subscriber, recipient, investors, prospective investorsand potential investor are to the prospective investors in the Issue, references to the Bank, our Bank, we,us, our or the Issuer are to Axis Bank Limited on a non-consolidated basis. All references to the Group areto Axis Bank Limited and its subsidiaries.
In this Placement Document, references to U.S. $ and U.S. dollars are to the legal currency of the UnitedStates of America, and references to INR, Rs., Indian Rupees and Rupees are to the legal currency ofIndia. All references herein to the U.S. or the United States are to the United States of America and itsterritories and possessions. References to the singular also refers to the plural and one gender also refers to anyother gender, wherever applicable. The Bank has presented certain numerical information in the PlacementDocument in million units. One million represents 1,000,000 and one billion represents 1,000,000,000. Allreferences herein to India are to the Republic of India and its territories and possessions and the Governmentor the Central Government or the State Government are to the Government of India, central or state, asapplicable.
The Bank publishes its financial statements in Rupees. The consolidated and non-consolidated financialstatements of the Bank as of and for the years ended March 31, 2010, 2011 and 2012 (as audited) and the non-consolidated interim financial results of the Bank as at and for the half year ended September 30, 2012 and for
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the nine months ended December 31, 2012 (as reviewed) included in this Placement Document (collectively, theFinancial Statements), have been prepared in accordance with accounting principles generally accepted inIndia, or Indian GAAP as applicable to banks. The Financial Statements have been presented in Indian Rupees.Indian GAAP differs in certain significant respects from generally accepted accounting principles in the UnitedStates (U.S. GAAP) and other accounting principles and auditing standards with which prospective investorsmay be familiar with in other countries. We have not attempted to quantify the impact of U.S. GAAP on thefinancial data included in this Placement Document, nor do we provide a reconciliation of our financialstatements to those of U.S. GAAP. However, a narrative summary of the principal differences between IndianGAAP and U.S. GAAP relevant to the Bank is provided in this Placement Document. For a description of theprincipal differences between Indian GAAP and U.S. GAAP see Summary of Significant Differences amongIndian GAAP and U.S. GAAP. Accordingly, the degree to which the financial statements prepared inaccordance with Indian GAAP included in this Placement Document will provide meaningful information isentirely dependent on the readers level of familiarity with the respective accounting practices. Any reliance bypersons not familiar with Indian accounting practices on the financial disclosures presented in this PlacementDocument should accordingly be limited. See Risk Factors Indian accounting principles differ fromthose which prospective investors may be familiar with in other countries.
In this Placement Document, certain monetary thresholds have been subjected to rounding adjustments;accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures whichprecede them.
The fiscal year of the Bank commences on April 1 of each calendar year and ends on March 31 of thesucceeding calendar year, so, unless otherwise specified or if the context requires otherwise, all references to aparticular fiscal year or fiscal or FY are to the twelve month period ended on March 31 of that year. Unlessotherwise stated, all financial data contained herein relating to the Bank is stated on a non consolidated basis.
INDUSTRY AND MARKET DATA
Information regarding market position, growth rates, other industry data and certain industry forecastspertaining to the businesses of the Bank contained in this Placement Document consists of estimates based ondata reports compiled by government bodies, data from other external sources and knowledge of the markets inwhich the Bank competes. Unless stated otherwise, the statistical information included in this PlacementDocument relating to the industry in which the Bank operates has been reproduced from various trade, industryand government publications and websites.
This data is subject to change and cannot be verified with certainty due to limits on the availability andreliability of the raw data and other limitations and uncertainties inherent in any statistical survey. Neither theBank nor any of the Book Running Lead Managers have independently verified this data and do not make anyrepresentation regarding accuracy or completeness of such data. The Bank takes responsibility for accuratelyreproducing such information but accept no further responsibility in respect of such information and data. Inmany cases, there is no readily available external information (whether from trade or industry associations,government bodies or other organizations) to validate market-related analysis and estimates, so the Bank hasrelied on internally developed estimates. Similarly, while the Bank believes its internal estimates to bereasonable, such estimates have not been verified by any independent sources and neither the Bank nor any of theBook Running Lead Managers can assure potential investors as to their accuracy.
AVAILABLE INFORMATION
For so long as any Equity Shares are restricted securities within the meaning of Rule 144(a)(3) under theSecurities Act, and the Bank is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Bank will furnish toany holder or beneficial owner of such restricted securities or to any prospective purchaser of such restrictedsecurities designated by such holder or beneficial owner, upon the request of such holder, beneficial owner orprospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Placement Document that are not statements of historical fact constituteforward-looking statements. Investors can generally identify forward-looking statements by terminology suchas aim, anticipate, believe, continue, can, could, estimate, expect, intend, may, objective,
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plan, potential, project, pursue, shall, should, will, would, or other words or phrases of similarimport. Similarly, statements that describe the strategies, objectives, plans or goals of the Bank are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements.
All statements regarding the Banks expected financial conditions, results of operations, business plans andprospects are forward-looking statements. These forward-looking statements include statements as to the Banksbusiness strategy, planned projects, revenue and profitability (including, without limitation, any financial oroperating projections or forecasts), new business and other matters discussed in this Placement Document thatare not historical facts.
Actual results may differ materially from those suggested by the forward-looking statements due to certainknown or unknown risks or uncertainties associated with managements expectations with respect to, but notlimited to, the actual growth in demand for banking and other financial products and services, the managementsability to successfully implement its strategy, future levels of impaired loans, the Banks growth and expansion,the adequacy of the Banks allowance for credit and investment losses, technological changes, investmentincome, the Banks ability to market new products, cash flow projections, the outcome of any legal or regulatoryproceedings the Bank is or may become a party to, the future impact of new accounting standards, managementsability to implement its dividend policy, the impact of Indian banking regulations on it, the Banks ability to rollover its short-term funding sources, the Banks exposure to market risks and the market acceptance of anddemand for internet banking services. By their nature, certain of the market risk disclosures are only estimatesand could be materially different from what actually occurs in the future. As a result, actual future gains, lossesor impact on net interest income and net income could materially differ from those that have been estimated.
Factors that could cause actual results, performance or achievements of the Bank to differ materiallyinclude, but are not limited to, those discussed under the sections titled Risk Factors, Industry Overview,Business and Managements Discussion and Analysis of Financial Condition and Results ofOperations.
The forward-looking statements contained in this Placement Document are based on the beliefs ofmanagement, as well as the assumptions made by, and information currently available to, management of theBank. Although the Bank believes that the expectations reflected in such forward-looking statements arereasonable at this time, it cannot assure investors that such expectations will prove to be correct. Given theseuncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. In anyevent, these statements speak only as of the date of this Placement Document or the respective dates indicated inthis Placement Document, and the Bank undertakes no obligation to update or revise any of them, whether as aresult of new information, future events or otherwise. If any of these risks and uncertainties materialize, or if anyof the Banks underlying assumptions prove to be incorrect, the actual results of operations or financial conditionof the Bank could differ materially from that described herein as anticipated, believed, estimated or expected. Allsubsequent forward-looking statements attributable to the Bank are expressly qualified in their entirety byreference to these cautionary statements.
ENFORCEMENT OF CIVIL LIABILITIES
The Bank is a limited liability company incorporated under the laws of India. Substantially all directors andexecutive officers of the Bank and some of the experts named herein are residents of India and a substantialportion of the assets of such persons are located in India. As a result, it may be difficult for investors to effectservice of process upon the Bank or such persons outside India or to enforce judgments obtained against suchparties in courts outside of India.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of theIndian Code of Civil Procedure, 1908 (the Code) on a statutory basis. Section 13 of the Code provides that aforeign judgment shall be conclusive regarding any matter directly adjudicated upon except: (i) where thejudgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has not beengiven on the merits of the case, (iii) where it appears on the face of the proceedings that the judgment is foundedon an incorrect view of international law or a refusal to recognize the law of India in cases in which such law isapplicable, (iv) where the proceedings in which the judgment was obtained were opposed to natural justice,(v) where the judgment has been obtained by fraud, and (vi) where the judgment sustains a claim founded on abreach of any law in force in India.
India is not a party to any international treaty in relation to the recognition or enforcement of foreignjudgments. However, Section 44A of the Code provides that where a foreign judgment has been rendered by asuperior court within the meaning of that section in any country or territory outside India which the Government
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has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings inexecution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the Codeis applicable only to monetary decrees not being in the nature of any amounts payable in respect of taxes or othercharges of a like nature or in respect of a fine or other penalty and does not include arbitration awards.
The United Kingdom has been declared by the Government to be a reciprocating territory but the UnitedStates has not been so declared. A judgment of a court in a jurisdiction which is not a reciprocating territory maybe enforced only by a fresh suit upon the judgment and not by proceedings in execution. The suit must bebrought in India within three years from the date of the judgment in the same manner as any other suit filed toenforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as aforeign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforceforeign judgments if it viewed the amount of damages awarded as excessive or inconsistent with Indian practiceor public policy. A party seeking to enforce a foreign judgment in India is required to obtain approval from RBIto repatriate outside India any amount recovered pursuant to the execution of such judgment and any suchamount may be subject to income tax in accordance with applicable laws.
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EXCHANGE RATE INFORMATION AND REGULATIONS
The Indian rupee appreciated in fiscal 2005 and 2006 but marginally declined in fiscal 2007. In fiscal 2008,Indian rupee appreciated compared to fiscal 2007 and in fiscal 2009, it depreciated over fiscal 2008. In fiscal2010 and fiscal 2011, Indian rupee appreciated followed by a decline in fiscal 2012. The Indian rupees recentdepreciation has been attributed to the current account deficit and weak capital inflows, along with thestrengthening of the U.S. dollar against major currencies.
The following table sets forth, for the periods indicated, information concerning the exchange rates betweenIndian rupees and U.S. dollars based on the noon buying rate in New York City for cable transfers of Indianrupees as certified for customs purposes by the Federal Reserve Bank of New York:
Fiscal Year Period End Average(1)(2) High Low
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.62 44.86 46.45 43.272006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.48 44.17 46.26 43.052007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.10 45.12 46.83 42.782008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.02 40.13 43.05 38.482009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.87 45.84 51.96 39.732010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.95 47.39 50.48 44.942011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.54 45.49 47.49 43.902012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.89 47.81 53.71 44.00
The following table sets forth the high and low exchange rate for the Indian rupee for each of the previousnine months.
Month Period End Average(1)(2) High Low
April 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.65 51.69 52.65 50.64May 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56.38 54.33 56.38 52.50June 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.57 55.94 57.13 54.91July 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.55 55.42 56.22 54.31August 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.52 55.49 55.84 55.06September 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.92 54.35 55.88 52.92October 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.80 53.10 54.10 51.74November 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.26 54.78 55.70 53.75December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.86 54.65 55.06 54.23
(1) The noon buying rate at each period end and the average rate for each period may have differed from the exchange ratesused in the preparation of the Banks Financial Statements.
(2) Represents the average of the noon buying rate for all days during the period.
Although the Bank has translated selected Indian rupee amounts in this Placement Document intoU.S. dollars for convenience, this does not mean that the Indian rupee amounts referred to could have been, orcould be, converted to U.S. dollars at any particular rate, the rates stated above, or at all. There are certainrestrictions on the conversion of Indian rupees into U.S. dollars. The exchange rate on January 18, 2013 wasRs.53.82 per U.S.$1.00.
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DEFINITIONS AND ABBREVIATIONS
This Placement Document uses the definitions and abbreviations set forth below which you should considerwhen reading the information contained herein. References to any legislation, act or regulation shall be to suchterm as amended from time to time.
Bank related termsTerm Description
ALCO The Asset Liability Management Committee of the Bank
Articles of Association orArticles
The articles of association of the Bank, as amended from time to time
Audit Committee The audit committee of the Board of Directors
Auditors Deloitte Haskins and Sells, Chartered Accountants, statutory auditors of theBank since fiscal 2011. S. R. Batliboi & Co., Chartered Accountants, werethe statutory auditors of the Bank for fiscal 2010
Axis AMC Axis Asset Management Company Limited
Axis PE Axis Private Equity Limited
Axis TS Axis Trustee Services Limited
the Bank, the Issuer ourBank, we, us or our
Axis Bank Limited, having its registered office at TRISHUL, 3rd Floor,Opposite Samartheshwar Temple, Near Law Garden, Ellisbridge,Ahmedabad 380 006, India
Board or Board of Directors The board of directors of the Bank including any duly constitutedcommittees thereof
CBO Corporate banking operations
CCPH Centralized Collection and Payment Hub
CCOH Centralized Credit Operations Hub
CPU Central Processing Unit
Directors The directors of the Bank
Equity Shares The equity shares of a face value of Rs.10 each of the Bank
Financial Statements The consolidated and non-consolidated financial statements of the Bank as atand for the years ended March 31, 2012, March 31, 2011 and March 31,2010 (as audited) and the non-consolidated interim financial results of theBank as at and for the half year ended September 30, 2012 and thenine months ended December 31, 2012 (as reviewed) prepared in accordancewith Indian GAAP as applicable to banks
GIC General Insurance Corporation of India
LIC Life Insurance Corporation of India
MD & CEO Managing Director and Chief Executive Officer
ME Merchant Establishments
Memorandum of Association orMemorandum
The memorandum of association of the Bank, as amended from time to time
MIS The Banks customized management information system
ORM Operational risk management
ORMC Operational risk management committee of the Bank
PMC Product Management Committee
President A senior manager of the Bank who has attained the grade of President withinthe Bank
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Term Description
Promoters The promoters of the Bank namely, SUUTI; LIC; GIC; The New IndiaAssurance Company Limited; National Insurance Company Limited; UnitedIndia Insurance Company Limited; and The Oriental Insurance CompanyLimited
RBO Retail Banking Operations
Registered Office The registered office of the Bank, located at TRISHUL, 3rd Floor, OppositeSamartheshwar Temple, Near Law Garden, Ellisbridge, Ahmedabad380 006, India
Registrar of Companies Registrar of Companies, Gujarat, Dadra and Nagar Haveli, located atAhmedabad
Retail deposits Include savings bank deposits, deposits of NRIs and all term deposits invalue not exceeding Rs.50 million
Retail loans Include home loans, personal loans, auto loans, consumer loans, educationloans as well as security-backed loans of various types
SBUs Strategic business units
SUUTI Specified Undertaking of the Unit Trust of India
Issue related termsTerm Description
Allocation/Allocated The allocation of the Equity Shares following the determination of the IssuePrice to QIBs on the basis of the Application Form submitted by them, by theBank in consultation with the Book Running Lead Managers and incompliance with Chapter VIII of the SEBI Regulations
Allot/Allotment /Allotted Unless the context otherwise requires, the issue and allotment of the EquityShares pursuant to the Issue
Allottees QIBs to whom Equity Shares are issued and Allotted pursuant to the Issue
Application Form The form (including any revisions thereof) pursuant to which a QIB shallsubmit a Bid for the Equity Shares in the Issue
Bid(s) Indication of interest of a QIB, including all revisions and modificationsthereto, as provided in the Application Form, to subscribe for the EquityShares in the Issue
Bid/Issue Closing Date January 31, 2013 which is the last date up to which the Application Formsshall be accepted
Bid/Issue Opening Date January 28, 2013
Bid/Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue ClosingDate inclusive of both dates, during which the QIBs can submit their Bids
Book Running Lead Managers Axis Capital Limited, Citigroup Global Markets India Private Limited andJ. P. Morgan India Private Limited
CAN/Confirmation of AllocationNote
The note, advice or intimation to not more than 49 QIBs, confirming theAllocation of Equity Shares to such QIBs after determination of the IssuePrice, requiring such QIBs to pay the entire applicable Issue Price for theEquity Shares Allocated to such QIBs
Closing Date The date on which Allotment of Equity Shares pursuant to the Issue shall bemade, i.e. on or about February 4, 2013
Designated Date The date of credit of the Equity Shares to the QIBs demat account, asapplicable to the respective QIBs
Escrow Bank Axis Bank Limited, Fort branch
Escrow Agreement Agreement dated January 28, 2013 amongst the Bank, the Book RunningLead Managers and the Escrow Bank in relation to the Issue
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Term Description
Escrow Bank Account The account entitled Axis Bank Limited QIP Escrow Account with regardto any money received towards the subscription of the Equity Shares, openedwith the Escrow Bank, subject to the terms of the Escrow Agreement
Floor Price The floor price is Rs.1,398.56 for issue of the Equity Shares, which has beencalculated in accordance with Chapter VIII of the SEBI Regulations. Thecommittee of the Board approved discount of Rs.8.56 to the Floor Price ofRs.1,398.56 in accordance with the approval of the shareholders accorded onJanuary 28, 2013 and Regulation 85(1) of the SEBI Regulations
Issue Price Rs.1,390 per Equity Share
Issue Size The issue of 34,000,000 Equity Shares aggregating to Rs.47,260 million
Mutual Fund A mutual fund registered with SEBI under the Securities and ExchangeBoard of India (Mutual Funds) Regulations, 1996
Mutual Fund Portion 10% of the Equity Shares proposed to be Allotted in the Issue, which isavailable for Allocation to Mutual Funds
OCBs Overseas corporate bodies
Pay-in Date The last date specified in the CAN for payment of application monies by theQIBs
Placement Agreement Agreement dated January 28, 2013, among the Bank and the Book RunningLead Managers
Placement Document This placement document dated January 31, 2013 issued by the Bank inaccordance with Chapter VIII of the SEBI Regulations
Preliminary PlacementDocument
The preliminary placement document dated January 28, 2013, issued by theBank in accordance with Chapter VIII of the SEBI Regulations
QIB/ Qualified InstitutionalBuyer
A qualified institutional buyer, as defined under Regulation 2(1)(zd) of theSEBI Regulations
QIP Qualified institutions placement under Chapter VIII of the SEBI Regulations
Relevant Date January 28, 2013 which is the date of the meeting of the Board deciding toopen the Issue
Conventional and general terms
Term Description
ABLE Association of Biotech Led Enterprises
AFS Available for sale, the category of all securities other than those held fortrading and held to maturity
AGM Annual General Meeting
Agriculture Loans Loans to the agriculture sector or for agricultural purposes
AIF(s) Alternative investment funds, as defined and registered with SEBI under theSecurities and Exchange Board of India (Alternative Investment Funds)Regulations, 2012
ALM Asset and liability management
AMFI Association of Mutual Funds in India
AP Andhra Pradesh
ARC Asset reconstruction companies
4
Term Description
AS Accounting Standards
ASBA Application supported by blocked amount
ATMs Automated Teller Machines
B. A. Bachelor of Arts
Banking Regulation Act Banking Regulation Act, 1949
Basel-II Revised framework on International Convergence of Capital Measurementand Capital Standards by Bank for International Settlements
Basel-III A global regulatory framework for more resilient banks and banking systems(December 2010 (rev. June 2011)) published by the Bank for InternationalSettlements
RBI issued guidelines on the implementation of Basel-III capital regulationsin India on May 2, 2012
B. Sc. Bachelor of Science
BCSBI Banking Codes and Standards Board of India
BPLR The benchmark prime lending rate, based on cost of funds, cost of businessoperations, provisions and yield curve expectations
BSE BSE Limited
B. Tech Bachelor of Technology
CAGR Compounded Annual Growth Rate
CAIIB Certified Associate of the Indian Institute of Bankers
Calendar Year Year ending on December 31
CAR Capital adequacy ratio
CBI Central Bureau of Investigation
CBLO Collateralized borrowing and lending obligations
CCI Competition Commission of India
CD Certificates of Deposit
CDR Corporate debt restructuring
CDR system A joint forum of banks and financial institutions in India established in 2001as an institutional mechanism for corporate debt restructuring
CDSL Central Depository Services (India) Limited
CEO Chief Executive Officer
CFO Chief Financial Officer
CII Confederation of Indian Industry
Circle A circle is an administrative unit that controls a cluster of branches
Circle RBO A circle incorporating the RBO structure to enable better oversight of branchoperations
CLN Credit linked note
Code Code of Civil Procedure, 1908
Companies Act Companies Act, 1956
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Term Description
Competition Act The Competition Act, 2002
CPs Commercial Papers
CRAR Capital to risk asset ratio
CRR Cash reserve ratio
CVaR Conditional value at risk
Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares)Regulations, 2009
Depositories Act Depositories Act, 1996
Depository A depository registered with the SEBI under the Securities and ExchangeBoard of India (Depositories and Participant) Regulations, 1996
Depository Participant A depository participant as defined under the Depositories Act
DFSA Dubai Financial Services Authority
DIFC Dubai International Financial Centre
DSA Direct selling agent
EBITDA Earnings before interest, tax and depreciation and amortization
ECB External Commercial Borrowings
ECS Electronic Clearing Service
EDC Electronic data capturing
EGM Extraordinary General Meeting
EPS Earnings Per Share
Equity Listing Agreements The equity listing agreements entered by the Bank with each of the StockExchanges
ESPL Enam Securities Private Limited
ETL Expected tail loss
FCNR (B) Foreign Currency Non Resident (Bank)
FDI Foreign Direct Investment
FDI Policy Consolidated FDI Policy effective from April 10, 2012
FEDAI Foreign Exchange Dealers Association of India
FEMA Foreign Exchange Management Act, 1999, together with rules andregulations thereunder
FII Foreign Institutional Investor (as defined under the Securities and ExchangeBoard of India (Foreign Institutional Investors) Regulations, 1995) registeredwith SEBI
FIMMDA Fixed Income Money Market and Derivatives Association of India
Financial Year or Fiscal Period of twelve months ended March 31 of that particular year
FIPB Foreign Investment Promotion Board of Ministry of Finance, Government ofIndia
FRA/IRS Forward Rate Agreements/Interest Rate Swaps
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Term Description
FSA The United Kingdom Financial Services Authority
FVCI Foreign venture capital investors (as defined and registered with SEBI underthe Securities and Exchange Board of India (Foreign Venture CapitalInvestors) Regulations, 2000)
GAAP Generally Accepted Accounting Principles
GAAR General Anti-Avoidance Rules
GCC Gulf co-operation council
GDP Gross Domestic Product
GDR Global Depository Receipts
GoI/ Government Government of India, unless otherwise specified
GST Goods and Services Tax; a proposed reform to Indian tax laws relating toindirect taxes on goods and services
HFCs Housing finance companies
HFT Held for Trading; the category of securities that are held principally forresale within a short period
Home loans Mortgage backed loans to individuals
HTM Held to Maturity; the category of investments not exceeding 25% of abanks total investments which it intends to hold to maturity
HR Human Resources
ICAI Institute of Chartered Accountants of India
IFR Investment Fluctuation Reserve
IFRS International Financial Reporting Standards
IIM Indian Institute of Management
IIT Indian Institute of Technology
IND-AS Indian accounting standards converged with IFRS, which has been proposedfor implementation by the ICAI
Indian GAAP Generally Accepted Accounting Principles in India
Interest bearing liabilities Primarily include deposits, borrowings, subordinated debt and hybrid capital
Interest earning assets Primarily include advances, investments, balances with banks in depositaccounts, money at call and short notice
IPO Initial Public Offering
IRB Internal rating based
ISO International Standards Organization
IT Information Technology
IT Act Income Tax Act, 1961
JAAIB Junior Associate of Indian Institute of Banking
JV Joint Venture
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Term Description
KYC Know Your Customer guidelines
LAF Liquidity Adjustment Facility
LC Letter of credit
LER Loan Equivalent Risk
LIBOR London InterBank Offered Rate
MAT Minimum Alternate Tax
MBA Master in Business Administration
MoU Memorandum of Understanding
MSE Micro and small enterprises
MSME Micro small and medium enterprises (as defined by the RBI)
MSME Loans Loans to MSMEs engaged in the manufacturing and services sector
Mutual Fund or MF A mutual fund registered with SEBI under the Securities and ExchangeBoard of India (Mutual Funds) Regulations, 1996
NABARD National Bank for Agriculture and Rural Development
Narasimham Committee-I The Committee on the Financial System
Narasimham Committee-II The Second Committee on the Financial System
NASSCOM National Association of Software and Services Companies
NBFCs Non-Banking Financial Companies registered with the RBI
NDTL Net demand and time liabilities
NEFT National electronic fund transfer
NGOs Non-government organizations
Non-SLR Non-statutory liquidity ratio
NPA Non-performing assets
NRE Non-Resident (External)
NRI Non-resident Indian
NRO Ordinary Non-Resident
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
PAN Permanent account number allotted under the I.T. Act
PDAI Primary Dealers Association of India
PFRDA Pension Fund Regulatory and Development Authority
PGDBM Post Graduate Diploma in Business Management
PGDM Post Graduate Diploma in Management
PML Act Prevention of Money Laundering Act, 2002
POS Point of sale
PTC Pass through certificate
PVBP Price value of a basis point
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934
8
Term Description
Regulation S Regulation S under the Securities Act
Repo rate The annual rate at which the RBI lends to other banks in India
Retail deposits Include savings bank deposits, deposits of NRIs and all term deposits invalue not exceeding Rs.50 million
Retail loans Include home loans, personal loans, auto loans, consumer loans, educationloans as well as security-backed loans of various types
Reverse repo rate The rate at which the RBI borrows money from banks in India
RRBs Regional rural banks
Rs., INR, Rupees Indian Rupees
RTGS Real time gross settlement
RTGS system Real time gross settlement system developed by the RBI
Rule 144 A Rule 144 A under the Securities Act
SARFAESI Act The Securitization and Reconstruction of Financial Assets and Enforcementof Security Interest Act, 2002
SCBs Scheduled commercial banks
SCR (SECC) Rules Securities Contracts (Regulation) (Stock Exchanges and ClearingCorporations) Regulations, 2012, notified by the SEBI
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India established under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)Regulations, 1995
SEBI Insider TradingRegulations
Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992
SEBI Regulations Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009
SEC United States Securities and Exchange Commission
Securities Act The U.S. Securities Act of 1933
SENSEX Index of 30 stocks traded on BSE representing a sample of large and liquidlisted companies
SIP Systematic investment plan of mutual funds
SLR Statutory Liquidity Ratio requirement imposed on the Bank by the RBI
SLR Securities Securities held towards satisfying the SLR requirement of the RBI
SME Small and Medium Enterprises
SMS Short message service
Stock Exchanges The NSE and the BSE
STT Securities Transaction Tax
SWIFT Society for Worldwide Interbank Financial Telecommunication
Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeover) Regulations, 2011
9
Term Description
Tarapore Committee Committee on Capital Account Convertibility
TUFS Technology Upgradation Fund Scheme of the Ministry of Textiles of India
UAE United Arab Emirates
U.K. United Kingdom
USA or U.S. The United States of America
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
U.S. $, U.S. dollar United States Dollar, the legal currency of the United States of America
UTI Unit Trust of India
VaR Value at risk
VCF Venture Capital Fund as defined in and registered with SEBI under the SEBI(Venture Capital Fund) Regulations, 1996
WOS Wholly-owned banking subsidiary
WTO World Trade Organization
YTM Yield to Maturity
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SUMMARY OF BUSINESS
Overview
The Bank is a leading private sector bank and financial services company in India offering a wide range ofproducts and services to corporate and retail customers through a variety of delivery channels. The Bankcommenced operations in April 1994, and over the last 18 years, the Bank has grown both in terms of the size ofits asset base and its physical network of branches, extension counters and ATMs. The Bank has experiencedsignificant growth while maintaining stable asset quality and enhancing its low-cost funding structure.
As at September 30, 2012, the Bank was the third largest private sector bank in India in terms of total assetsbased on public filings of private sector banks. The Banks total assets as at September 30, 2012 wereRs.3,026.81 billion as compared to Rs.2,856.28 billion as at March 31, 2012. The Banks net profit has grownfrom Rs.33.88 billion in the year ended March 31, 2011 to Rs.42.42 billion in the year ended March 31, 2012,representing an increase of 25.19% The Banks net profit has increased by 22.25% from Rs.18.63 billion in thehalf year ended September 30, 2011 to Rs.22.77 billion in the half year ended September 30, 2012. As atSeptember 30, 2012, the Banks net loans and net deposits amounted to Rs.1,721.32 billion andRs.2,356.19 billion, respectively. As at September 30, 2012, the Bank had a network of 1,741 branches andextension counters and 10,297 ATMs spread over 1,113 centers in India. In addition to the Banks growingbranch and ATM networks, the Bank also offers telephone banking in various cities, as well as internet bankingand mobile telephone banking. These and other resources give the Bank the capability to deliver a broad range ofbanking products through multiple delivery channels that enhance convenience for customers. As atSeptember 30, 2012, the Bank also had seven overseas offices with branches in Singapore, Hong Kong, theDIFC, Colombo and representative offices in Shanghai, DIFC and Abu Dhabi. The Banks foreign branchesprimarily offer corporate banking, trade finance and treasury and risk management services.
The Banks core income stream comprises interest income earned on its large and mid-corporate, SME andagriculture and retail loan portfolios, as well as its money-market operations and investment portfolio. The Bankalso earns fee and commission income from the processing of loans, documentary credits, bank guarantees,placements and syndication, service charges, cash management services, advisory services, depository services,capital market services, ATM interchange and cards, remittance, wealth management and sale of third partyproducts. Additionally, the Bank earns trading profit from proprietary trading in investments, foreign exchangeand derivatives. The Banks expenses consist of interest and non-interest expenses. The Banks majornon-interest expenses include staff cost, occupancy cost (including rent for office premises, repair andmaintenance), depreciation and other administrative costs.
The Bank obtained its certificate of incorporation on December 3, 1993 and its certificate of commencementof business on December 14, 1993. The Bank began operations by opening its first branch in Ahmedabad onApril 2, 1994 and was one of the first private sector banks established under guidelines issued in 1993 by the RBIin line with the Governments policy to reform Indias financial sector. The Bank was renamed from UTI BankLimited to Axis Bank Limited, and the certificate of incorporation on change of name was obtained onJuly 30, 2007.
Since the year ended March 31, 2011, the Bank has experienced significant growth in its customer andgeographical base, which expanded from 17.96 million retail customer accounts in 921 locations as at March 31,2011 to 19.53 million retail customer accounts in over 1,050 locations as at March 31, 2012. As at September 30,2012, the Bank had 20.46 million retail customer accounts in 1,113 locations. The Banks total assets haveincreased from Rs.2,427.13 billion as at March 31, 2011 to Rs.2,856.28 billion as at March 31, 2012, with theretail loan portfolio increasing from Rs.277.59 billion as at March 31, 2011 to Rs.375.70 billion as at March 31,2012. As at September 30, 2012, the total assets of the Bank was Rs.3,026.81 billion, of which retail loansaccounted for Rs.442.86 billion. Further, total deposits of the Bank grew from Rs.1,892.38 billion as atMarch 31, 2011 to Rs.2,201.04 billion as at March 31, 2012, with low-cost deposits (savings bank and currentaccount) increasing by Rs.136.55 billion over the same period. As at September 30, 2012, total deposits wereRs.2,356.19 billion, of which low-cost deposits accounted for Rs.955.38 billion. The Banks ATM networkincreased from 6,270 ATMs as at March 31, 2011 to 9,924 ATMs as at March 31, 2012. The number of ATMs asat September 30, 2012 was 10,297.
The Banks principal business activities are divided into two segments, Banking Operations and Treasury.
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Banking Operations
The Banks operations include products and services in the following areas:
Large and Mid-Corporate Banking offers various loan and fee-based products and services to large andmid-corporate clients. These products and services include cash credit facilities, demand and short-termloans, project finance, export credit, factoring, channel financing, structured products, discounting ofbills, documentary credits, guarantees, foreign exchange and derivative products, cash managementservices, warrant payment services, cross-border trade and correspondent banking services and taxcollections on behalf of the central Government and various state governments in India. Liability productsincluding current accounts, certificates of deposit and time deposits are also offered to large andmid-corporate clients. Loans under the large and mid-corporate banking segment amounted toRs.910,534 million and constituted 53.64% of the Banks total loan portfolio as at March 31, 2012. Theloans to large and mid-corporate clients as at September 30, 2012 amounted to Rs.920,647 million andconstituted 53.49% of the total loan portfolio.
SME and Agriculture comprises 32 dedicated SME centers to provide decentralized loan origination,cross-selling and monitoring functions, as well as 90 specialized clusters for agricultural clients tocoordinate appraisals and provide lending services. Loans under the SME and agriculture segmentamounted to Rs.411,358 million as at March 31, 2012 and constituted 24.23% of the Banks total loanportfolio as at March 31, 2012. The loans to these segments as at September 30, 2012 amounted toRs.357,807 million and constituted 20.79% of the Banks total loan portfolio
Retail Banking offers a variety of liability and asset products and services to retail customers. Retailliability products include savings accounts, time deposits and customized products for certain targetgroups such as high-net worth individuals, senior citizens, working mothers, armed forces personnel,students and salaried employees. Retail asset products include home loans, personal loans, auto loans,consumer loans, loans against gold and educational loans as well as secured loans of various types. TheBank also offers other products and services such as debit and travel currency cards, financial advisoryservices, bill payment services and wealth management services. The Bank had 19.53 million and20.46 million retail customer accounts as at March 31, 2012 and September 30, 2012, respectively, TheBank also markets third party products such as mutual funds and Government savings bonds. A widerange of liability and asset products and services are also offered to non-resident Indians (NRIs).
Business Banking offers transaction banking services, as well as current accounts for businesses andcentral Government and state government agencies. As at March 31, 2012, the Bank had 1,066,485current accounts relationships under its business banking segment. The current accounts r