ESOS 2005

The employee stock option scheme ("ESOS 2005" or "the scheme") of the Bank was approved by the Board of Directors in their meeting dated 27 July 2005 and by shareholders at the Annual General Meeting held on 22 September 2005. A total of 893,264 equity shares of Rs. 10 each are earmarked under the scheme to be allotted during the period (extended or otherwise) the scheme is in force. These options vest over a period of four years from the date of grant i.e. 25% at the end of each year from the date of grant. The vesting of options is linked to performance criteria and guidelines approved by the Compensation Committee of the Bank. The board level committee in their meeting dated 25 October 2007 approved the grant of options under ESOS 2005 loyalty options scheme.

ESOS 2007

The employee stock option scheme ("ESOS 2007" or "the scheme") of the Bank was approved by the Board of Directors in their meeting dated 7 March 2007 and by the shareholders through postal ballot meeting held on 11 May 2007. A total of 7,800,000 equity shares of Rs. 10 each are earmarked under the scheme to be allotted during the period (extended or otherwise) the scheme is in force. These options vest over a period of three years from the date of grant i.e., 40% in 1st year; 30% in 2nd year and 30% in 3rd year at the end of each year from the date of grant. The vesting of options is linked to performance criteria and guidelines approved by the Compensation Committee of the Bank.

ESOS 2010

The employee stock option scheme ("ESOS 2010" or "the scheme") of the Bank was approved by the Board of Directors at their meeting held on 29 April 2010 and by the shareholders at the AGM held on 1 July 2010. A total of 11,500,000 equity shares of Rs. 10 each are earmarked under the scheme to be allotted during the period (extended or otherwise) the scheme is in force. These options vest over a period of three years from the date of grant i.e., 40% in 1st year; 30% in 2nd year and 30% in 3rd year at the end of each year from the date of grant. The vesting of options is linked to performance criteria and guidelines approved by the Compensation Committee of the Bank.

ESOS 2013

The employee stock option scheme ("ESOS 2013" or "the scheme") of the Bank was approved by the Board of Directors at their meeting held on 28 January 2013 and by the shareholders at the AGM held on 25 June 2013. A total of 7,500,000 equity shares of Rs. 10 each are earmarked under the scheme for allotment during the period (extended or otherwise) the scheme is in force. These options vest over a period of three years from the date of grant i.e., 33% in 1st year; 33% in 2nd year and 34% in 3rd year at the end of each year from the date of grant. The vesting of options is linked to performance criteria and guidelines approved by the Compensation Committee of the Bank.

All options under each scheme when exercised are settled through issue of equity shares.

Employee Compensation Cost

The Bank follows the intrinsic method for valuing the stock options. The difference between employee compensation cost computed based on such intrinsic value and employee compensation cost that would have been recognized if fair value of options had been used is explained below:

The Black-Scholes Model is used to calculate a theoretical call price (ignoring dividends paid during the life of the option) using the five key determinants of an option's price: stock price, strike price, volatility, time to expiration, and short-term (risk free) interest rate.

** Risk free interest rate is taken from the rates given by Fixed Income Money Market and Derivatives Association of India (FIMMDA) for Government securities.

1.2 Employee benefits

Provident fund plan

The Bank has a defined contribution plan in respect of provident fund. The contribution to the employees provident fund amounted to Rs. 160,214 thousands (Previous year Rs. 141,813 thousands) for the year ended 31 March 2014.

Gratuity, Pension and Leave Benefit plans

The Bank has defined benefit plans in respect of Gratuity, Pension and Leave. The Gratuity and Pension schemes are funded out of Trust fund set up separately for this purpose.

Reopening of Pension Option and amendment to the Payment of Gratuity Act, 1972

During the year 2010-2011, the Bank reopened the pension option for such of its employees who had not opted for the pension scheme earlier. As a result, the Bank incurred an additional liability of Rs. 1,217,310 thousands being Rs. 287,300 thousands on account of II Pension Option to retired/ separated employees and Rs. 930,010 thousands on account of II Pension Option to existing employees.

In terms of Revised Accounting Standard (AS) 15, Employee Benefits, the entire amount of Rs. 1,217,310 thousands was required to be charged to the profit and loss Account. However, the Reserve Bank of India vide their letter dated 8 April 2011 ("the RBI Letter") on Re-opening of Pension Option to Employees and Enhancement in Gratuity Limits - Prudential Regulatory Treatment, permitted the Bank to amortise the additional liability on account of re-opening of pension option for existing employees who had not opted for pension earlier over a period of five years beginning with the financial year ending 31 March 2011 subject to a minimum of 1/5th of the total amount involved every year.

Accordingly, the Bank during the year 2010-11 charged the full impact of Rs. 287,300 thousands on account of II Pension Option to retired/ separated employees and Rs. 186,002 thousands representing one-fifth of the full impact of II Pension Option to the existing employees as required by the RBI letter.

During the current year, the Bank has provided Rs. 186,002 thousands (Previous year Rs. 186,002 thousands) representing one-fifth of the full impact of II Pension Option to the existing employees. In terms of the requirements of the RBI Letter, the balance impact of Rs. 186,002 thousands (Previous year Rs. 372,004 thousands) on account of II Pension Option to existing employees shall be provided over the next one year.

Had the RBI Letter not been issued, the profit of the Bank in the current year would have been lower by Rs. 186,002 thousands (Previous year Rs. 372,004 thousands) pursuant to application of the requirements of Revised AS-15.

(a) Disclosures under AS -15

The following tables summarize the components of net benefit expense recognized in the profit and loss account and the funded status and amount recognized in the balance sheet for the respective plans.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

With respect to defined benefit plans, the Bank is yet to determine the contributions expected to be paid to the plans during the annual period beginning 1 April 2014.

(b) Payments to and Provision for Employees in the profit and loss account for the year ended 31 March 2014 includes onetime cost of Rs. 610,857 thousands towards retirement benefits in respect of employees who are under Indian Banks' Association's (IBA) pay structure. The Bank received a letter from Reserve Bank of India dated 24 March 2014 advising it to comply with the Guidance Note on Funding Superannuation Schemes issued by the IBA by increasing the estimated Salary Escalation Rate (SER) from 3.50% to 5.50% for employees under the IBA pay structure. Accordingly, during the year ended 31 March 2014, the Bank revised SER from 3.5% to 5.5% in compliance with the RBI letter. As a result, the profit before tax and profit after tax for the year ended 31 March 2014 are lower by Rs. 610,857 thousands and Rs. 403,227 thousands, respectively.

In terms of the RBI circular DBOD.No.BP.BC.88/21.06.201/2012-13 dated 28 March 2013, banks have been advised to disclose capital ratios computed under Basel III Capital Regulations. Accordingly, capital ratios disclosed for Previous year are as computed under Basel II guidelines and are not comparable. Further, in accordance with the RBI circular DBOD.No.BP.BC.2/21.06.201/ 2013-14 dated 1 July 2013, banks are required to make Pillar 3 disclosures under Basel III capital requirements. The Bank has made these disclosures which are available on its website at the following link: www.ingvysyabank.com/basel.

1.3 Non-SLR investment portfolio

(i) Issuer composition of non SLR investments

1) Includes investments in Pass through certificates where the exposure is considered towards ultimate obligator/borrower.

2) Deposits with NABARD, SIDBI and NHB have not been considered for the purpose of this disclosure.

3) Securities received as part of Corporate Debt Restructuring have been considered under private placement.

4) Does not include equity shares.

1) Includes investments in Pass through certificates where the exposure is considered towards ultimate obligator/borrower.

2) Deposits with NABARD, SIDBI & NHB have not been considered for the purpose of this disclosure.

3) Securities received as part of Corporate Debt Restructuring have been considered under private placement.

4) Does not include equity shares.

1.4 Sale and transfers to/ from HTM category

The value of sales and transfers of securities to / from HTM category (excluding one-time transfer of securities to/ from HTM category with the approval of the Board of Directors permitted to be undertaken by banks at the beginning of the accounting year and sales to the Reserve Bank of India under pre-announced OMO auctions) during the year ended 31 March 2014 does not exceed 5 per cent of the book value of investments held in HTM category at the beginning of the year.

1.5 Off Balance Sheet Items 18.6.1 Derivative contracts

The fair value of Rupee and FX IRS, CS and FRA contracts as at 31 March 2014 is Rs. 1,639,436 thousands (Previous year Rs. 594,180 thousands), which represents the net mark to market profit/(loss) on swap contracts. As at 31 March 2014 the exposure to IRS, CS and FRA contracts is spread across industries. However based on notional principal amount the maximum single industry exposure lies with Banks at 77.50% (Previous year: 80.50%). In case of an upward movement of one basis point in the benchmark interest rates, there will be a positive impact of Rs. 175,932 thousands (Previous year: Rs. 223,149 thousands) on total Interest Rate Swap trading book including Rupee IRS, FX IRS, CS and FRA. Agreements are with Banks/ Financial Institutions and corporate under approved credit lines.

The fair value of the Option Book as at 31 March 2014 on a net basis is Rs. 361,373 thousands (Previous year: Rs. 117,297 thousands). As at 31 March 2014 notional outstanding for outstanding option contracts is Rs. 42,654,828 thousands (Previous year: Rs. 51,731,643 thousands).

The fair value of the Exchange traded Options as at 31 March 2014 on a net basis is Rs. Nil (Previous year: Rs. (1,638) thousands). As at 31 March 2014 notional outstanding for outstanding Exchange traded option contracts is Rs. Nil (Previous year: Rs. 819,135 thousands).

As at 31 March 2014 notional outstanding for outstanding Exchange traded currency futures is Rs. Nil (Previous year: Rs. 162,855 thousands).

1.6 Policy on risk exposure in derivatives

Qualitative disclosures:

The Bank currently deals in various derivative products, i.e., Rupee and Foreign Currency Interest Rate Swaps, Currency Swaps and Currency and Cross-currency options. These products are offered to the Bank's customers to enable them to manage their exposure towards movement in foreign exchange rates or in Indian / foreign currency interest rates. The Bank also enters in to these derivative contracts (i) to cover its own exposures resulting either from the customer transactions or own foreign currency assets and liabilities or (ii) as trading positions.

The derivative contracts, as above, expose the Bank to risks such as credit risk and market risk. Credit risk implies probable financial loss the Bank may ultimately incur, if the counter parties fail to meet their obligations. Market risk deals with the probable loss the Bank may ultimately incur as a result of movements in exchange rates, benchmark interest rates, credit spreads etc., to the extent that the exposures are not fully covered by the Bank on a back-to-back basis or as hedge positions.

The Bank has established an organization structure to manage these risks that operates independent of investment and trading activities. Management of these risks is governed by respective policies approved by the Board of Directors. While expanding relationship-banking activities, the Bank has put in place a credit policy by defining the internal risk controls. The policy incorporates the guidelines issued by the RBI from time to time. ISDA agreements are entered into with counterparties. The Bank has evolved a similar policy for managing market risks through specific product mandates, limits on book sizes, stop loss limits, Value at Risk limits (VaR), Event Risk Analysis, counter party limits etc.

The Bank has also set up a Asset-Liability Management Committee ("ALCO") and a Risk Management Review Committee ("RMRC"), which monitor the risk on an integrated basis. The market risk and credit risk management teams monitor compliance with the policies on a continuous basis and there is a clearly defined procedure of reporting and ratification of any limit breaches for derivative products

(d) Details of Single Borrower Limit (SBL)/ Group Borrower Limit (GBL) exceeded by the Bank

During the year ended 31 March 2014 and 2013, the Bank has complied with the Reserve Bank of India guidelines on single borrower and group borrower limit. As per the exposure limits permitted under the extant RBI regulation, the Bank with the approval of the Board of Directors can enhance exposure to a single borrower or group borrower by a further 5% of capital funds, subject to the borrower consenting to the Bank making appropriate disclosures in the Annual Report.

i. During the year ended 31 March 2014, with the prior approval of Board of Directors, the Bank exceeded the single borrower limit of 20% of Capital Funds to Aircel Ltd. & Aircel Cellular Ltd. The exposure during the year to Aircel Ltd. & Aircel Cellular Ltd. as a percentage of capital funds stood at 23.54% . However, this was within the additional 5% permitted by RBI as mentioned above.

ii. During the year ended 31 March 2013, with the prior approval of Board of Directors, the Bank exceeded the single bor- rower limit of 20% of Capital Funds to Unitech Wireless (Tamilnadu) Pvt. Ltd., Dishnet Wireless Ltd and Telewings Com- munications Services Pvt. Ltd. The exposure during the year to Unitech Wireless (Tamilnadu) Pvt. Ltd., Dishnet Wireless Ltd and Telewings Communications Services Pvt. Ltd as a percentage of capital funds stood at 22.73% , 24.19% and 24.75%, respectively. However, this was within the additional 5% permitted by RBI as mentioned above.

(e) Details of Unsecured Advances:

Under unsecured loans, amount of advances for which intangible securities such as charge over the rights, licenses, authority etc accepted as collaterals is Nil (Previous year - Nil).

1.7 Disclosure of penalties levied by RBI on the Bank

During the year 2013-14, RBI imposed an aggregate penalty of Rs. 15,000 thousand vide its letter DBS.CO. Scrutiny Cell No./747/27.01.002/2013-14 dated 12 July 2013 for certain instances of non-adherence to Know Your Customer KYC-AML guidelines issued by RBI. The Bank paid the penalty on 15 July 2013.

Also a penalty of Rs. 49 thousand was imposed by RBI vide its letter PDO.NDS. Bounce/08.03.000/540/2013-14 dated 2 September 2013 for bouncing of SGL deal of Rs. 49,000 thousand on 19 August 2013. The Bank paid the penalty on 5 September 2013.

During the year 2012-13, RBI imposed an aggregate penalty of Rs. 5,500 thousand vide its letter DBS.CO. Pvt. SBMD. No.4527/15.01.077/2012-13 dated 9 October 2012 for inadequate adherence to guidelines issued by RBI in respect of KYC norms. The Bank paid the penalty on 16 October 2012.

1.8 Leases

Operating Leases

The Bank has commitments under long-term non-cancellable operating leases primarily for premises. The terms of renewal / purchase options and escalation clauses are consistent with those normally prevalent in such agreements.

Additionally, the Bank also leases office / branch premises under cancellable operating lease agreements.

Total lease rental expenditure under cancellable and non-cancellable operating leases debited to Profit and Loss Account in the current year is Rs. 862,912 thousands (Previous year: Rs. 800,996 thousands).

Finance leases

The Bank has not taken any assets under finance leases / hire purchase.

1.9 Deferred taxes

In accordance with Accounting Standard 22 "Accounting for taxes on income" issued by the Institute of Chartered Accountants of India (ICAI) and notified by Companies Accounting Standard Rules, 2006, provision for taxation for the year is arrived at after considering deferred tax release of Rs. 277,937 thousands (Previous year deferred tax charge of Rs. 113,183 thousands) for the current year.

RBI vide its circular DBOD. No.BP.BC.77/21.04.018/2013-14, dated 20 December 2013, advised all the banks that, as a matter of prudence, Deferred Tax Liability should be created on Special Reserve created under section 36(1)(viii) of the Income-tax Act, 1961. Accordingly, tax expense for the year ending 31 March 2014 includes a deferred tax charge of Rs. 81,576 thousands for the year. Further, on the Special Reserve balance of Rs. 747,000 thousands at 31 March 2013, the Bank created a deferred tax liability of Rs. 253,905 thousands by debiting opening Revenue Reserves.

1.10 Capital (Tier I) raised during the year 2013-14

a) During the year 2013-14, the Bank raised Tier I capital of Rs. 18,360,000 thousands by way of Qualified Institutions Placement (QIP) and preferential allotment. Pursuant to the resolution passed by the Shareholders of the Bank, at the Annual General Meeting (AGM) held on 25 June 2013, the Bank on 3 July 2013 allotted 14,394,475 equity shares of face value of Rs. 10/- each by way of Qualified Institutional Placement (QIP) to Qualified Institutional Buyers (QIBs) and 15,605,525 equity shares of face value of Rs. 10/- each by way of preferential allotment to ING Group for cash at a price of Rs. 612/- including a premium of Rs. 602 per equity, to augment the capital adequacy ratio of the Bank.

b) Towards raising the Capital, the Bank incurred expenses of Rs. 91,060 thousands on capital issue expenses like Lead Managers' fees, legal counsels' fee, filing fees etc. As per Section 78 (2) (c ) of the Companies Act, 1956, the expense incurred on issue of shares can be applied against the Share Premium. Accordingly the issue expense of Rs. 91,060 thousands has been adjusted against the Securities Premium.

1.11 Related party transactions

A. List of related parties

Related parties where control exists

ING Vysya Financial Services Limited - wholly owned subsidiary of the Bank.

Related parties with significant influence and with whom there are transactions during the year

ING Bank N.V. and its branches

ING Mauritius Holdings

ING Mauritius Investments I

ING Vysya Bank Staff Provident Fund

ING Vysya Bank Staff Gratuity Fund

ING Vysya Bank Superannuation Fund

ING Vysya Bank (Employees) Pension Fund

Key Management Personnel

Mr. Shailendra Bhandari - Managing Director & Chief Executive Officer (MD & CEO)

In accordance with para 5 of AS 18 - Related Party Disclosures, transactions in the nature of banker - customer relationship are not disclosed in respect of Key Management Personnel and relatives of Key Management Personnel.

1.12 Micro, Small and Medium Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October 2006 certain disclosures are required to be made relating to micro, small and medium enterprises. There have been no reported cases of delays in payments to micro and small enterprises or of interest payments due to delays in such payments.

1.13 Floating provision

The Bank does not hold any floating provision as at 31 March 2014 (Previous year: Nil).

1.14 Draw down from Reserves

During the current year, the Bank has utilized Rs. 91,060 thousands (Previous year Rs. NIL) from the securities premium account for meeting direct expenses relating to the 2013-14 QIP issue.

During the current year, the Bank has created a Deferred Tax Liability ('DTL') on the Special Reserve (u/s 36 (1) (viii) of the Income Tax Act, 1961) as at 31 March 2013 by debiting opening Revenue Reserve by Rs. 253,905 thousands (Previous year: Rs. NIL).

1.15 Letters of comforts issued by the Bank

The Bank has 975 (Previous year: 886) letters of comfort/ undertaking outstanding as on 31 March 2014 of Rs. 16,517,126 thousands (Previous year: Rs. 19,395,750 thousands).

1.16 Overseas Assets, NPAs and Revenue

There are no overseas assets (Previous year - Nil) and no overseas revenue (Previous year - Nil) during the year ended 31 March 2014.

1.17 Off balance sheet SPVs sponsored

There are no off balance sheet SPVs sponsored by the Bank.

1.18 Disclosures on remuneration Qualitative Disclosures

Information relating to the composition and mandate of the Remuneration Committee:

Remuneration Committee includes members of the Board of Directors of the Bank of whom at least one member is from Risk Management and Review Committee of the Board. The majority of members of the Committee are independent non-executive directors. The Chairman of such meeting is an Independent Director to comply with the non mandatory requirement of Clause 49 Annexure I D (2) of the Listing Agreement.

Mandate of the Remuneration Committee (RC):

a) to oversee the framing, review and implementation of compensation policy of the Bank on behalf of the board,

b) to work in close coordination with Risk Management and Review Committee of the Bank, in order to achieve effective alignment between remuneration and risks.

c) to determine/review the Bank's policy on specific remuneration packages for the Whole time Directors/CEO/Other Risk takers and Control function staff whose professional activates have a material impact on the Bank's risk profile.

d) to ensure that the cost/income ratio of the Bank supports the remuneration package consistent with maintenance of sound capital adequacy ratio

e) to undertake overall supervision and administration of the compensation structure and polices with a view to attract and retain the right talent.

Key features and objectives of Remuneration policy:

All Remuneration can be divided into either Fixed Remuneration which would mean and include all payments like basic pay, perquisites, allowances or benefits without consideration of any performance criteria and Variable Remuneration which would include all additional awards, payments or benefits depending on performance or, in certain cases other contractual criteria, whether discretionary or non discretionary.

Objectives of the Remuneration Policy:

- Performance management and remuneration is aligned with the business strategy, company values and risk appetite of the Bank with a focus on the long term interests of the Bank as a whole and its customers in order to ensure a strong risk alignment as well as protection of a sound capital base

- Align employee compensation to market benchmarks to support sustainable attraction, motivation and retention of staff

- Balance of fixed and variable remuneration

- Build long term stakes through long term incentive plans like ESOP.

Features of the Remuneration Policy:

The remuneration is adjusted for all types of risk that is measured through the Company Performance Matrix (CPM) at an organization level and the performance rating at the individual level. The methodologies for adjusting remuneration to risk and performance are consistent with general risk management and corporate governance framework.

- Individual ratings are arrived basis actual performance against goals set at the beginning of the financial year. The goals are set on dimensions like financial, process & control (includes parameters like NPA, audit rating), customer and people

- Fixed pay is reasonable and aligned to market/industry benchmarks and individual ratings

- Payouts under the variable pay plan are determined based on the Company Performance Matrix (CPM) and individual performance ratings as determined by the performance management guidelines on an annual basis.

- The drivers of the CPM are approved by the Remuneration Committee and may be subject to changes based on the priorities of the organization from time to time. Presently it includes business parameters, productivity and internal standards of control, which measures organization wide risks & control parameters. Variable pay is paid out as a percentage of the fixed compensation.

- The minimum gate condition for payout of variable pay on the basis of company performance is approved by the Remuneration Committee annually after consideration of factors like business/market conditions.

- ESOP does not form part of the variable remuneration and are selectively granted to attract and retain employees. The grants are based on the grade of employee, criticality of position and performance track of the employee.

- The Malus arrangement will be applied post disbursement of the variable pay from the financial year 2013-14, where the unpaid deferred variable remuneration is held back in the event where the capital adequacy is insufficient/ on account of misbehavior or where the business line has suffered a loss on account of significant failure of risk management.

Whole time directors/ CEO & Other Risk Takers:

- In respect to the above, the policy provides for reasonable increase in fixed compensation in line with industry practice and market benchmarks. The increments are linked to individual rating.

- Variable pay is in the form of cash at present. The individual variable pay will not exceed 70% of the fixed pay in a year. Variable payouts are subject to Deferral Scheme, where it exceeds threshold limits ie 50% or more of Fixed Pay, then 40% of the variable pay will be deferred in cash over a three year period in equal proportion.

- The policy does not provide for guaranteed bonus or sign on bonus in cash. The guaranteed bonus for the level of CEO / Whole Time Directors will be in the form of ESOPs only and restricted to the first year of employment.

- Severance pay will not be granted to any staff, except to extent any severance payments need to be paid under applicable law. Terminal benefits in the form of pension, provident fund and gratuity are in line with policies and as per the statutory norms.

- In the specific case of the Whole time Directors and MD &CEO, the Bank has the right to claw back any whole/portion of the paid and vested variable remuneration in the event of performance of acts which are considered malfeasance or fraud or specific conduct which has led to the material re-statement of the Bank's annual accounts and/or significant (reputational) harm to the Bank or any of its subsidiaries or affiliates

Control Function Staff:

For staff belonging to Control Functions (defined as employees in Risk, Compliance, Finance and Audit function who by virtue of their role have the ability to substantially alter and /or influence the risk impact for the Bank) the management of ING Vysya adopts the following general principles of remuneration:

i. the level of fixed remuneration of the Control functions is sufficiently high to ensure qualified and experienced staff can be employed;

ii. the ratio of fixed remuneration to variable remuneration is weighted in favor of fixed remuneration.

iii. the variable remuneration is predominantly based on function-specific objectives that include qualitative criteria, but is not based on the financial performance of the business level directly monitored by the Control functions; and

iv. at least 50% of the function specific objectives should be met in order to be considered eligible for variable remuneration.

The remuneration policy, as detailed above under qualitative disclosures, is effective from FY 2012-13. The payments in the year 2013-14 are in line with the same policy guidelines. The quantitative disclosures on remuneration represent actual payment made in the financial year.

1.19 Credit default swaps

The Bank did not deal in any credit default swaps during the year ended 31 March 2014 (Previous year - NIL).

18.36 Dividend appropriation of Rs. 10,823 thousands represents dividend for the financial year 2012-13 on the shares issued under Employee Stock Options Schemes before the record date, as per the Shareholders' approval. Dividend tax includes Rs. 7,492 thousands on account of incremental dividend payout and increase in dividend distribution tax rate for 2012-13.

1.20 Previous year's figures

Previous year's figures have been regrouped / reclassified, where necessary, to conform to current year's presentation.