Upload
others
View
2
Download
0
Embed Size (px)
Citation preview
Transcript of the 93rd AGM held on 25th September 2020
Page 1 of 39
CIN L65110TN1926PLC001377
TRANSCRIPT OF THE 93RD ANNUAL GENERAL MEETING HELD ON FRIDAY, THE 25TH DAY OF SEPTEMBER
2020 AT 11.10 AM
Shri N Ramanathan,
Company Secretary
: As per Section 104 of the Act read with Clause 5.1 of Secretarial
Standards 2– Directors present at the meeting shall elect one of
themselves to be the Chairman of the Meeting. The Directors
present in the meeting are:
Shri S. Sundar, MD & CEO,
Shri G. Sudhakara Gupta,
Shri N. Saiprasad, participating
Shri Gorinka Jaganmohan Rao,
Shri Raghuraj Gujjar,
Shri Shakti Sinha,
Shri Satish Kumar Kalra,
Smt. Meeta Makhan,
Shri K.R. Pradeep,
Shri B.K. Manjunath,
Shri Y.N. Lakshminarayana Murthy,
One director to propose and another to second for Chairman.
Shri Y N Lakshminarayana
Murthy
: I propose the appointment of Shri K R Pradeep as Chairman of
the 93rd Annual General Meeting of the Bank
Shri Gorinka Jaganmohan
Rao
: I second the appointment of Shri K R Pradeep as Chairman of
the 93rd Annual General Meeting of the Bank
Shri K R Pradeep,
Chairman of the Meeting
: a) Respected Dignitaries and Dear Shareholders,
On behalf of the Board of Directors and on my personal behalf, I
welcome you all to this 93rdAnnual General Meeting of the
Lakshmi Vilas Bank Limited.
In view of the current extraordinary circumstances due to the
COVID-19 pandemic prevailing in the country and continuing
restrictions on movement of persons at several places and social
distancing norms, the Ministry of Corporate Affairs vide its circular
dated May 05, 2020 has permitted companies to hold annual
general meeting through Video Conferencing (“VC”)/Other
Audio Visual Means (“OAVM”).
Accordingly, in compliance with the applicable provisions of the
Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, this annual general meeting of the Bank is
being held.
Transcript of the 93rd AGM held on 25th September 2020
Page 2 of 39
At the outset, this year proved to be most difficult for your Bank
on the back of certain events happening in our bank coupled
with certain external factors. During 2019-20, your Bank has
reported net loss of Rs. 836.04 crores facing testing times in many
parameters.
Prompt Corrective Action has been imposed by the Reserve
Bank of India on the Bank on 27th September 2019, in view of
continuing losses, mounting NPAs and inadequate capital
adequacy ratio. However, PCA will not restrict our operations for
taking/repaying deposits or granting of loans. Your Bank is now
concentrating on improving its overall performance and
profitability.
While welcoming you all, I join the other Directors in conveying
our sincere thanks to all members, customers and staff of the
Lakshmi Vilas Bank family for their understanding and
cooperation as well as the faith and trust reposed in the Bank
during difficult times which has helped the Bank to face the
challenges.
I also personally take this opportunity in welcoming my
colleagues on the Board and express my sincere appreciation
for their guidance which has been a greatest source of strength
in helping the Bank to see through the difficult times and soon to
rise to the bloom with better performance and growth.
At the conclusion of the proceedings, I request our MD & CEO to
address the shareholders.
b) All the members attending this meeting through video
conference are counted for the purpose of quorum as per the
circulars issued by MCA and Section 103 of the Companies Act,
2013. The required quorum being present I call this meeting to
order.
Before taking up the agenda items for discussion, I wish to state
that, in accordance with the extant circulars issued by the
Ministry of Corporate Affairs and SEBI, Bank had sent the Notice
of the 93rd AGM together with the Annual Report 2019-20 only
through electronic mode to those Members whose email
addresses are registered with the Registrar and Share Transfer
Agent / Depository Participant(s) and therefore, there was no
physical copy of Notice, Annual Report sent to any shareholder
this time. As the Notice has already been circulated to the
members, I take the Notice convening the meeting as read.
c) Shri Rajnish Kumar and Shri Sundaram Shankar being RBI
Additional Directors are not present at the AGM, as per their
terms of appointment issued by RBI.
We have ensured to take sufficient care to maintain proper
Transcript of the 93rd AGM held on 25th September 2020
Page 3 of 39
social distancing and comply with other health advisories while
conducting the meeting.
At the outset, I also acknowledge the presence of our Statutory
Central Auditors, M/s. P. Chandrasekar LLP, represented by Shri P
Chandrasekaran and Smt. Lakshmy, Partners, participating in the
meeting through VC from Bangalore, and our Secretarial
Auditor, Shri K. Muthusamy, participating through VC from
Coimbatore.
d) All relevant documents referred to in the Notice have been
made available for electronic inspection by the members
without any fee from the date of circulation of 93rd AGM Notice
upto the date of the AGM.
Now, I request all the directors to identify themselves and I will
begin with myself Shri K R Pradeep, Promoter Director attending
this AGM from my office at Bangalore.
I request all the directors to identify themselves.
Shri Gorinka Jaganmohan
Rao
: I Jaganmohan Rao, Independent Director participating in the
AGM from Hyderabad
Smt. Meeta Makhan
: This is Meeta Makhan, Independent Director attending the 93rd
AGM from Delhi
Shri G Sudhakara Gupta
: Sudhakara Gupta attending the 93rd AGM from my office at
Chennai
Shri Y.N.Lakshminarayana
Murthy
: I Y.N.Lakshminarayana Murthy, Independent Director attending
the 93rd AGM of the Lakshmi Vilas Bank from my residence at
Bangalore
Shri Shakti Sinha
: I am Shakti Sinha, Independent Director participating in the 93rd
AGM from my residence at Delhi
Shri Raghuraj Gujjar
: I am Raghuraj Gujjar participating in the 93rd General Meeting
from Bangalore
Shri Satish Kumar Kalra
: I am S K Kalra attending the 93rd AGM of the Lakshmi Vilas Bank
from my residence at Gurgaon
Shri K R Pradeep,
Chairman of the Meeting
Yes, Other Directors please, Manjunath
Shri B.K. Manjunath
: I B.K. Manjunath participating in the AGM from Bengaluru
Shri N Saiprasad
: This is N Saiprasad participating in the AGM from Karur Regional
Office and I belong to Founder Promoter Family. I am the
Chairman of Stakeholder Relationship Committee of the Bank.
Thank You.
Transcript of the 93rd AGM held on 25th September 2020
Page 4 of 39
Shri S Sundar, Managing
Director & CEO
: I S Sundar, MD & CEO joining the AGM through Video
Conference from Head Office, Chennai
Shri K R Pradeep,
Chairman of the Meeting
: So all have identified Mr. Ramanathan
Shri N Ramanathan,
Company Secretary
: Yes Sir
Shri K R Pradeep,
Chairman of the Meeting
shall we proceed with the other items
Shri N Ramanathan,
Company Secretary
: May I request the Chairman to explain to the members, rules of
the meeting.
Shri K R Pradeep,
Chairman of the Meeting
: a) In compliance with the provisions of Regulation 44 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, Section 108 of the Companies Act, 2013 and Rule 20 and
21 of the Companies (Management and Administration) Rules,
2014, as amended, the bank has provided the members’ the
following facilities to vote at the AGM by electronic means:
1. through remote electronic voting services provided by
National Securities Depositories Limited (NSDL) and
2. through electronic voting system from NSDL at the AGM.
b) As per Section 105 of the Companies Act, 2013, a member
entitled to attend and vote at the meeting is entitled to appoint
a proxy to attend and vote instead of him. However, since this
AGM is held through VC, where physical presence of members
has been dispensed with, there is no requirement for
appointment of proxies, as per the MCA Circular dated 08th April
2020. However, in pursuance of Section 112 & Section 113 of the
Act, representatives of the members may be appointed for the
purpose of participation and voting in the meeting.
c) The Board of Directors has appointed M/s. JMACS Associates,
Coimbatore as the Scrutinizer to scrutinize the remote E-voting
and E-voting on the day of the AGM; and the Scrutinizer will be
submitting the report to the Chairman of the meeting, as per
applicable provisions.
d) As per the applicable provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended,
the voting results shall be declared within forty eight hours of
conclusion of the general meeting.
The members may get to know of the results through our Bank’s
website and also through Stock Exchanges.
e) As per provisions of the Companies (Management and
Transcript of the 93rd AGM held on 25th September 2020
Page 5 of 39
Administration) Rules, 2014 a resolution assented to by the
requisite majority of the shareholders and declared by the
Chairman of the meeting shall be deemed to have been passed
on the date of the Annual General Meeting.
f) The Bank had given opportunity to the Members to express
their views/raise queries in advance by email. Mails, if any
received from the members, will be responded by the MD &
CEO of the Bank at the conclusion of the Meeting.
g) As per Revised Secretarial Standard 2, every Resolution,
except a Resolution which has been put to vote through Remote
e-Voting or on which a poll has been demanded, shall be
proposed by a Member and seconded by another Member. In
our Bank, as every Resolution has been put to vote through
Remote e-Voting, no proposing and seconding are required.
Item No.1 in the notice will be taken up.
“The Directors’ Report and Audited Accounts for the year ended
31st March 2020 have been with you for some time and with your
permission, I shall take them as read”
I request the Company Secretary to read the Auditor’s Report.
Shri N Ramanathan,
Company Secretary
: The Members of The Lakshmi Vilas Bank Limited
Report on the Audit of the Financial Statements
Qualified Opinion
We have audited the accompanying financial statements of The
Lakshmi Bank Limited (“the Bank”), which comprise the Balance
Sheet as at 31st March 2020, the Profit and Loss Account, the
Cash Flow Statement for the year then ended, and a summary
of significant accounting policies and other explanatory
information. Incorporated in these financial statements are the
Returns for the year ended on that date of 21 Branches and
departments audited by us and 562 Branches/ offices audited
by statutory branch auditors. The Branches audited by us and
those audited by other auditors have been selected by the Bank
in accordance of the guidelines issued to the Bank by the
Reserve Bank of India (“RBI”).
In our opinion and to the best of our information and according
to the explanations given to us, except for the possible effects of
the matters described in the Basis for Qualified Opinion
paragraph, the aforesaid financial statements give the
information required by the Banking Regulation Act, 1949 as well
as the Companies Act, 2013 in the manner so required for
banking companies and give a true and fair view in conformity
Transcript of the 93rd AGM held on 25th September 2020
Page 6 of 39
with the accounting principles generally accepted in India, of
the state of affairs of the Bank as at 31st March 2020, and its
losses and its cash flows for the year ended on that date.
Basis for Qualified Opinion
1. We draw attention to Note 8 of the Schedule 18 – Notes on
Accounts. During the financial year ended 31st March 2018, the
Bank had adjusted loans aggregating to Rs.794 crore extended
to RHC Holding Private Limited and Ranchem Private Limited
against deposits of Religare Finvest Limited. The said adjustment
has been contested by Religare Finvest Limited and a suit has
been fi led against the Bank in May 2018 before the Honourable
High Court of Delhi. The matter still remains sub-judice. Further,
the Economic Offences Wing, Delhi (“EOW”) has initiated
proceedings against the Directors of the Bank and SEBI has
sought clarification on the above matter. However, as per the
Bank, based on legal opinions obtained against the suit, the said
appropriation is lawful and tenable and hence not made any
specific provision on this score. The Reserve Bank of India (“RBI”)
vide letter dated 21st November 2019, had advised the Bank to
maintain provisions, on a prudential basis, to cover potential
losses for the ‘Claim against the Bank not acknowledged as
debt’ in respect of the above-mentioned matter. In case of
adverse judgment, the Management needs to provide an
additional amount of Rs.594 crore after considering the available
contingent provision of Rs.200 crore provided in the books.
Considering the above, the Provisions & Contingencies would
have increased, net loss for the year would have increased,
shareholders’ funds would have decreased, by Rs.594 crore
each and the Capital Adequacy Ratio (Basel III) would have
reduced by 4.50%.
The audit opinion on the financial statements for the years
ended 31st March 2018 and 31st March 2019 was also qualified
in respect of this matter.
2. We draw attention to Note 5.1.1 of the Schedule 18 – Notes on
Accounts, which states that the Bank has reversed the
cumulative provision of Rs.48.70 crore held towards revision of
wages due to employees with effect from November 2017. While
the Bank has cited the withdrawal of mandate given to the
Indian Banks’ Association (“IBA”) to negotiate revision of salary
on its behalf, as the basis for reversing the provision, there is no
evidence to suggest that there will not be any liability for the
wage revision with effect from November 2017. While the
quantum of wage revision cannot be determined as on date, it
is likely that the provision required would at least be Rs.48.70
crore. Considering the above, Operating Expenses and the net
loss for the year would have increased by Rs.24 crore each,
Other income would have decreased by Rs.24.70 crore and
Other liabilities & Provisions as at 31st March 2020 would have
Transcript of the 93rd AGM held on 25th September 2020
Page 7 of 39
increased by Rs.48.70 crore.
3. We draw attention to Note 4.9 of the Schedule 18 – Notes on
Accounts, which states that the Bank has recognised net
deferred tax asset of Rs.1,185.57 crore as at 31st March 2020, of
which Rs.326.01 crore was created during the year ended 31st
March 2020. The Bank has decided not to opt for reduced
corporate tax rate under Section 115BAA of the Income Tax Act
and the deferred tax asset and liability have been calculated
with the existing tax rate.
As per the requirements of AS 22 “Accounting for Taxes on
Income”, deferred tax assets should be recognised and carried
forward only to the extent that there is a virtual certainty that
sufficient future taxable income will be available against which
such deferred tax assets can be realised. In our opinion,
considering the recurring losses and in the present scenario of
the Bank going through the Prompt Corrective Action imposed
by the RBI, there is no certainty that the Bank will have sufficient
future taxable income to justify the creation of deferred tax
asset. Had the deferred tax asset not been created and
retained, the net loss for the year would have been higher by
Rs.1,185.57 crore.
We conducted our audit in accordance with the Standards on
Auditing (“SAs”) specified under Section 143(10) of the
Companies Act, 2013 (“the Act”). Our responsibilities under those
Standards are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Results section of our
report. We are independent of the Bank in accordance with the
Code of Ethics, as amended, issued by the Institute of Chartered
Accountants of India together with the ethical requirements that
are relevant to our audit of the Financial Results, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics, as amended. We believe
that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
The financial results indicate that the Bank has incurred a loss of
Rs.836.04 crore during the year ended 31st March 2020. The Bank
has been incurring losses for the past 10 Quarters and the
Reserve Bank of India has initiated Prompt Corrective Action in
September 2019, which inter alia prescribes the Bank to bring in
additional capital, restrict further lending to corporates, reduce
NPAs and improve the Provision Coverage Ratio to 70%. There
has been a steady decline in the Bank’s deposit base since
September 2019 and increase in the NPA ratios. The Bank’s Tier 1
Capital ratio has turned negative, at -0.88%, as compared to the
minimum requirement of 8.875%. This requires the Bank to take
effective steps to augment its capital base in the year 2020-21.
Transcript of the 93rd AGM held on 25th September 2020
Page 8 of 39
We were informed that the Bank routinely evaluates capital
raising options.
In line with the RBI’s COVID-19 Regulatory Package dated 27th
March 2020 and 17th April 2020, the Bank has granted a
moratorium of three months on the payment of all instalments
and/ or interest, as applicable, falling due between 1st March
2020 and 31st May 2020 to all eligible borrowers classified as
“Standard”, even if overdue, as at 29th February 2020.
In the opinion of the Bank, based on their internal assessment
and the likely capital infusion, the Bank will be able to realise its
assets and discharge its liabilities in its normal course of business
and hence the Financial Results have been prepared on a going
concern basis. The said assumption of going concern is
dependent upon the Bank’s ability to achieve improvements in
liquidity, asset quality and solvency ratios, augment its capital
base and mitigate the impact of COVID-19 and thus a material
uncertainty exists that may cast a significant doubt on the Bank’s
ability to continue as a going concern. However, as stated
above, the Bank opines that there are mitigating factors to such
uncertainties.
Our opinion on the financial statements is not modified in respect
of this matter.
Emphasis of Matter
1. We draw attention to Note 9 of the Schedule 18 – Notes on
Accounts, which describes that the Bank has recognised
provision on loans and overdrafts that were overdue but
“Standard” as at 29th February 2020, for which moratorium
benefit has been granted, based on the days past due status as
on that date in accordance with the RBI’s COVID-19 Regulatory
Package.
2. We draw attention to Note 9 of the Schedule 18 – Notes on
Accounts, which describes the uncertainties due to the outbreak
of COVID-19 and Management’s evaluation of its impact on the
operations of the Bank. In view of these uncertainties, the impact
on the Bank’s financial results is significantly dependent on future
developments.
3. We draw attention to Note 5.1.1 of the Schedule 18 – Notes on
Accounts, which describes about the reversal of excess provision
for employee benefits amounting Rs.70.37 crore as per the
actuarial valuation report as at 31st March 2020 in accordance
with AS 15 “Employee benefits” and this reversal of excess
provision is mainly on account of the change in the principal
actuarial assumption of salary escalation rate.
Our opinion on the financial statements is not modified in respect
Transcript of the 93rd AGM held on 25th September 2020
Page 9 of 39
of any of the above-mentioned matters of emphasis.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matters described
below to be the key audit matters to be communicated in our
report.
S.No. Key Audit Matter Auditor’s Response to
Key Audit Matter
1 Recognition of Deferred tax
assets on carry forward of
losses
Deferred tax assets on
unabsorbed depreciation or
carry forward of losses are
to be recognized only when
there is a virtual certainty
supported by convincing
evidence that sufficient
future taxable income will
be available against which
such deferred tax assets
can be realised.
Determination of virtual
certainty is a matter of
judgement based on
convincing evidence.
Refer Note 4.9 of the
Schedule 18 – Notes on
Accounts
Principal Audit
Procedures:
Considered
the taxable
profits of the
Bank and
taxes paid in
the past,
obtained
details of carry
forward losses
under income
tax and details
of estimates of
taxable
incomes for
future periods
without
considering
further capital
infusion, of
restructuring
and without
considering
expected
recoveries
from assets
where
resolution
proceedings
are underway.
Tested the
period over
which the
deferred tax
assets on such
Transcript of the 93rd AGM held on 25th September 2020
Page 10 of 39
unabsorbed
losses would
be recovered
against future
taxable
income.
Tested the
Management`
s underlying
assumptions in
estimating the
future taxable
incomes
against which
such
unabsorbed
losses would
be recovered.
2 Adequacy of provisions in
respect of Advances
Advances are classified as
performing and non-
performing assets in
accordance with the
prudential norms issued by
RBI. The identification of
non-performing assets and
creation of provision on
such advances involves key
judgments relating to
performance of borrowers,
determination of security
value, manual interventions,
management judgement,
regulatory level, etc.
Accordingly, our audit was
focused on income
recognition, asset
classification and
provisioning pertaining to
advances due to the
materiality of the balances
and associated impairment
provisions.
Principal Audit
Procedures:
We assessed the
Bank’s system in place
to identify and
provide for non-
performing assets.
Our audit approach
consisted testing of
the design and
operating
effectiveness of the
internal controls and
substantive testing as
follows:
Evaluated the
design of
internal
controls
relating to
identification
and making
provision for
non-
performing
assets.
Tested the
relevant
information
technology
systems used in
identification
and making
provision for
Transcript of the 93rd AGM held on 25th September 2020
Page 11 of 39
such NPA as
per the RBI
Guidelines
including
involvement of
manual
process and
manual
controls. in
relation to
income
recognition,
asset
classification
and
provisioning
pertaining to
advances.
Considered
Branch audit
reports for
identification
and
provisioning for
non-
performing
assets
Test checked
the
identification
and
provisioning of
non-
performing
assets in
accordance
with RBI
Guidelines
issued from
time to time.
Ensured
exceptions
noticed during
our audit
procedures
are duly
corrected.
3 Information technology (IT)
systems (Flex Cube – Oracle
based) used in financial
reporting process
The Bank’s operational and
Principal Audit
Procedures:
We conducted an
assessment and
identified key IT
Transcript of the 93rd AGM held on 25th September 2020
Page 12 of 39
financial processes are
dependent on IT systems
due to large volume of
transactions that are
processed daily.
Accordingly, our audit was
focused on key IT systems
and controls due to the
pervasive impact on the
financial statements.
applications,
databases and
operating systems that
are relevant to our
audit and have
identified CBS and
Treasury System
primarily as relevant
for financial reporting.
Our audit approach
consisted testing of
the design and
operating
effectiveness of the
internal controls and
substantive testing as
follows:
Obtained an
understanding
of the Bank’s IT
control
environment, IT
policies and
key changes
during the
audit period.
Reviewed the
design,
implementatio
n and
operating
effectiveness
of the Bank’s
General IT
controls over
the key IT
systems that
are critical to
financial
reporting on
test check
basis as per
the checklist
provided by
the ICAI in its
latest
Guidance
Note on Bank
Audit.
Tested key
automated
and manual
Transcript of the 93rd AGM held on 25th September 2020
Page 13 of 39
business cycle
controls and
logic for system
generated
reports
relevant to the
audit on test
check basis.
4 Valuation of Investments
As per RBI guidelines,
Investments are classified
into Held for Trading (“HFT”),
Available for Sale (“AFS”)
and Held to Maturity
(“HTM”) categories at the
time of purchase and HTM
investments are at
amortised cost and AFS and
HFT are at Mark to Market.
Accordingly, our audit was
focused on the key audit
matter, due to the
Management’s judgment in
determining the value
based on the policy of the
Bank, impairment
assessments and the impact
on the financial statements.
Principal Audit
Procedures:
We conducted an
assessment of the
policies, controls,
classifications and
valuation of
investments.
Reviewed the
appropriatene
ss of the
valuation, by
test checking
on the pricing,
volatility,
discount
factors.
Reviewed if
the RBI policies
are followed.
Reviewed if
the financial
statements
disclosures
reflect the
Bank’s
exposure to
investments in
line with the
RBI policies,
and
Accounting
Standards.
5 Modified audit procedures
carried out in light of
COVID-19 pandemic
Due to the outbreak of
COVID-19 pandemic,
nationwide lockdown has
been imposed by the
Central Government/ State
Governments/ Local
authorities, which had
resulted in restrictions on
Principal Audit
Procedures:
We modified our audit
procedures as
outlined below:
Verified the
necessary
records,
reports,
documents
and
Transcript of the 93rd AGM held on 25th September 2020
Page 14 of 39
movement of personnel.
Hence, physical visit to the
Branches and offices was
not possible in most of the
cases by us and the Branch
auditors.
Accordingly, our audit
procedures were carried
out based on the necessary
records, reports, documents
and certificates were made
available to us by the Bank
through digital medium, e-
mail and remote access to
the Core Banking Solution
application.
As we could not gather
audit evidence physically or
through meetings with the
Bank’s officials, we have
identified the modified audit
procedure as a Key Audit
Matter.
certificates
(mostly the
scanned
images)
electronically
through e-
mails and
remote access
to the Branch/
office system
and the Core
Banking
Solution
application.
Resolved audit
observations
through
discussions,
receipt of
digital records,
telephonic
conversations,
video
conferencing
and e-mails.
Other Matter
Audit of most of the Branches have been performed by us and
the Branch auditors, relying on alternative audit procedures,
such as through remote access, on account of restrictions on
physical visit to the Branches due to the COVID-19 pandemic.
Our opinion on the financial statements is not modified in respect
of this matter.
Information other than the Financial Statements and Auditor’s
Report thereon
The Bank’s Board of Directors is responsible for the preparation of
the other information. The other information comprises of the CSR
initiatives, Directors’ Report including Annexures to Directors’
Report, Shareholders’ Information, Business Responsibility Report,
Corporate Governance Report, Management Discussion and
Analysis Report, List of Branches, Basel III Disclosures, Decade
Progress included in the Bank’s Annual Report, but does not
include the fi nancial statements and our auditor’s report
thereon.
Our opinion on the financial statements does not cover the other
information and the Basel III disclosures, and accordingly, we do
Transcript of the 93rd AGM held on 25th September 2020
Page 15 of 39
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information, and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during
the course of our audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.
Management's Responsibility for the Financial Statements
The Bank's Board of Directors is responsible for the matters stated
in section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial
performance and cash flows of the Bank in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014 and
provisions of Section 29 of the Banking
Regulation Act, 1949 and circulars and guidelines issued by the
Reserve Bank of India (“RBI”) from time to time.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Bank and for preventing
and detecting frauds and other irregularities ; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is
responsible for assessing the Bank’s ability to continue as a going
concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless
the Management either intends to liquidate the Bank or to cease
operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the
Bank’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about
Transcript of the 93rd AGM held on 25th September 2020
Page 16 of 39
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted with SA’s will always detect a material
misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal financial controls relevant
to the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)(i) of the
Act, we are also responsible for expressing our opinion on
whether the Bank has adequate internal financial controls
system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in
the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures,
and whether the standalone financial statements
represent the underlying transactions and events in a manner
that achieves fair presentation.
Transcript of the 93rd AGM held on 25th September 2020
Page 17 of 39
Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in
the financial statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during
our audit. We also provide those charged with governance with
a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
The Balance Sheet and the Profit and Loss Account have been
drawn up in accordance with the provisions of Section 29 of the
Banking Regulation Act, 1949 and Section 133 of the Companies
Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,
2014.
As required by sub-section (3) of Section 30 of the Banking
Regulation Act, 1949, we report that:
(a) We have obtained all the information and explanations
which, to the best of our knowledge and belief, were necessary
for the purpose of our audit except for the matter described in
the Basis for Qualified Opinion paragraph and have found them
to be satisfactory;
(b) The transactions of the Bank, which have come to our notice,
have been within the powers of the Bank;
(c) Since the key operations of the Bank are automated with key
applications integrated to the Core Banking System, the audit is
carried out centrally as all the necessary records and data
required for the purpose of our audit are available therein.
Transcript of the 93rd AGM held on 25th September 2020
Page 18 of 39
However, during the course of our audit, we have visited 9
Branches and offices. The returns received from the offices and
Branches of the Bank have been found adequate for the
purposes of our audit. As mentioned in Other Matter paragraph,
audit of most of the Branches have been performed by us and
the Branch auditors, relying on alternative audit procedures,
such as through remote access, on account of restrictions on
physical visit to the Branches due to the COVID-19 pandemic.
Further, as required by Section 143(3) of the Act, we report that:
(i) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit except for the
matter described in the Basis for Qualified Opinion paragraph;
(ii) In our opinion, proper books of account as required by law
have been kept by the Bank so far as it appears from our
examination of those books and proper returns adequate for the
purposes of our audit have been received from Branches not
visited by us;
(iii) The reports on the accounts of the Branches audited by
Branch auditors of the Bank under Section 143(8) of the Act have
been sent to us and have been properly dealt with by us in
preparing this report;
(iv) The Balance Sheet, the Profit and Loss Account and the Cash
Flow Statement dealt with by this report are in agreement with
the books of account and with the returns received from the
Branches not visited by us;
(v) Except for the possible effects of matter described in the Basis
for Qualified Opinion paragraph, in our opinion, the financial
statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014, to the extent they are not inconsistent
with the accounting policies prescribed by RBI;
(vi) On the basis of written representations received from the
Directors as on 31st March 2020 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31st March
2020 from being appointed as a Director in terms of Section 164
(2) of the Act;
(vii) With respect to the adequacy of the internal financial
controls over financial reporting of the Bank and the operating
effectiveness of such controls, refer to our separate Report in
"Annexure A"; and
(viii) With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules,2014, in our opinion and to the best of
Transcript of the 93rd AGM held on 25th September 2020
Page 19 of 39
our information and according to the explanations given to us:
a. The Bank has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Schedule 18 -
Note No. 7 to the financial statements;
b. The Bank does not have any long term contracts including
derivative contracts - Refer Schedule 18 - Note No. 3.3 to the
financial statements;
c. There has been no delay in transferring amounts required to
be transferred to the Investor Education and Protection Fund by
the Bank;
d. With respect to the matter to be included in the Auditor’s
Report in accordance with the requirements of Section 197(16)
of the Act, as amended:
In our opinion and to the best of our information and according
to the explanations given to us, the Bank being a banking
company, Section 197 of the Act, related to the managerial
remuneration is not applicable by virtue of Section 35B(2A) of
the Banking Regulation Act,1949.
For M/s. P.CHANDRASEKAR LLP
Chartered Accountants
LAKSHMY CHANDRASEKARAN
Shri N Ramanathan,
Company Secretary
I request the Chairman to continue the proceedings
Shri K R Pradeep,
Chairman of the Meeting
: I request the Company Secretary to read out the draft resolution
relating to Item No.1:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT, the Audited Balance Sheet as at 31st March,
2020 and the Statement of Profit and Loss Account for the year
ended 31st March, 2020, Cash Flow Statement, Directors Report
together with the Auditors’ Report thereon be and are hereby
approved and adopted”.
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 2 -Appointment of Director in place of Shri N Saiprasad
who retires by rotation and being eligible, offers himself for re-
appointment.
The Nomination, Remuneration and Compensation Committee
of the Board undertook the process of Due Diligence to
determine the suitability of Shri N Saiprasad, by scrutiny of
declaration and undertaking obtained from him and found him
to be fit & proper for re-appointment as Director of the Bank.
Transcript of the 93rd AGM held on 25th September 2020
Page 20 of 39
I request the Company Secretary to read out the draft resolution
relating to Item No.2:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT, Shri N. Saiprasad, DIN 00137910 be and is
hereby re-appointed as director liable to retire by rotation.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No.3 – Appointment of Statutory Auditors.
M/s. P. Chandrasekar LLP, Chartered Accountants, have been
appointed as the Statutory Auditors of the bank and the bank
has received the required approval of RBI vide Ref.
DOS.ARG.No.PS-12/08.14.005/2019-20 dated June 12, 2020.
I request the Company Secretary to read out the draft resolution
relating to Item No.3:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Section 139 and Section 142 and
other applicable provisions, if any, of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014, the
applicable provisions of Banking Regulation Act, 1949, Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the rules, circulars,
guidelines issued by the Reserve Bank of India, as applicable,
each including statutory modification(s) or re-enactment thereof
for the time being in force, M/s. P. Chandrasekar LLP, Chartered
Accountants, (Firm Registration No.000580S/S200066) be and is
hereby re-appointed as the statutory auditors of the Bank, and
shall hold office from the conclusion of this meeting till the
conclusion of the next annual general meeting of the Bank, on
approved terms of the Reserve Bank of India, at a proposed
annual remuneration of Rs.30,00,000/-(Rupees Thirty Lakhs Only)
plus out of pocket expenses and applicable goods and services
tax, with the board of directors (the “Board”) being authorized,
on the recommendations of the Audit Committee of the Board,
to make such revision to the annual remuneration as it may
deem necessary based on regulatory advice or on mutually
agreed terms with the statutory auditors.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No.4 - Appointment of Branch Auditors.
I request the Company Secretary to read out the draft resolution
relating to Item No.4:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT the board of directors of the Bank be and is
hereby authorized to appoint, in consultation with statutory
auditors, as branch auditors, such persons who are qualified to
Transcript of the 93rd AGM held on 25th September 2020
Page 21 of 39
act as auditors, including statutory auditors, pursuant to Section
143(8) and other applicable provisions of the Companies Act,
2013, for the purpose of audit of the branches of the Bank, to
decide the branch offices to be audited by such branch
auditors, and to fi x their remuneration and reimbursement of out
of pocket expenses incurred, if any, in connection with the audit,
based on the recommendation of the Audit Committee of the
Board.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No.5- Appointment of Shri S Sundar as Managing Director
and Chief Executive Officer (Interim) of the Bank.
I request the Company Secretary to read out the draft resolution
relating to Item No.5:
Shri N Ramanathan,
Company Secretary
: "RESOLVED THAT pursuant to Sections 196, 197, 203 read with
Schedule V and other applicable provisions, if any, of the
Companies Act, 2013, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other
relevant rules thereunder, the Banking Regulation Act, 1949,
relevant circulars issued by the Reserve Bank of India (RBI) from
time to time, each including any amendments, modifications,
variations or re-enactments thereof, and as approved by the
Reserve Bank of India under Section 35B of the Banking
Regulation Act, 1949, and the recommendation of the
Nomination, Remuneration and Compensation Committee of
the board and the Board of Directors of the Bank (hereinafter
referred to as the “Board”) consent of members of the Bank be
and is hereby accorded for the appointment of Shri S. Sundar,
DIN 08655632 as the Managing Director and Chief Executive
Officer (“MD & CEO”) of the Bank for a period of 11 months from
January 01, 2020 till November 30, 2020, or till a regular
managing director and chief executive officer takes charge,
whichever is earlier (and who will be a director of the Bank not
liable to retirement by rotation),on such terms and conditions,
including remuneration, as are set out in the explanatory
statement to the resolution as per Item No. 5 of this notice.
RESOLVED FURTHER THAT subject to the provisions of the
Companies Act, 2013 and any other applicable law, the consent
of the members of the Bank be and is hereby accorded to the
Board to revise the remuneration and perquisite payable to Shri
S. Sundar, DIN 08655632 as MD & CEO of the Bank, from time to
time.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 6 - Appointment of Shri Gorinka Jaganmohan Rao as
Non-Executive and Independent Director of the Bank.
Transcript of the 93rd AGM held on 25th September 2020
Page 22 of 39
I request the Company Secretary to read out the draft resolution
relating to Item No.6:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV
and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014, the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of the Banking
Regulation Act, 1949, and the circulars issued by the Reserve
Bank of India from time to time, each including any
amendments, modifications, variations or re-enactments thereof
and the recommendations of the Nomination, Remuneration
and Compensation Committee of the board and the Board of
Directors of the Bank, Shri Gorinka Jaganmohan Rao, DIN
06743140, who was appointed as an additional non-executive
and independent director with effect from 02nd December,
2019 and who holds office up to the date of this annual general
meeting of the Bank, pursuant to Section 161 and other
applicable provisions, if any of the Companies Act, 2013, be and
is hereby appointed as non-executive and independent director
of the Bank, for a period of two (2) years from the date of this
meeting, and is not liable to retire by rotation.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 7 - Appointment of Shri Raghuraj Gujjar as Non-
Executive and Non-Independent Director of the Bank, liable to
retire by rotation.
I request the Company Secretary to read out the draft resolution
relating to Item No.7:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Section 152 and other applicable
provisions, if any, of the Companies Act, 2013, read with the
Companies (Appointment and Qualification of Directors) Rules,
2014, and applicable provisions of the Banking Regulation Act,
1949, and circulars issued by the RBI from time to time, each
including any amendments, modifications, variations or re-
enactments thereof, and the recommendations of the
Nomination, Remuneration and Compensation Committee of
the Board and the Board of Directors of the Bank, Shri Raghuraj
Gujjar, DIN 02734451, who was appointed as an additional non-
executive and non-independent director with effect from 02nd
December, 2019 and who holds office up to the date of this
annual general meeting of the Bank, pursuant to Section 161
and other applicable provisions, if any of the Companies Act,
2013, be and is hereby appointed as non-executive and non-
independent director of the Bank, liable to retire by rotation.”
Transcript of the 93rd AGM held on 25th September 2020
Page 23 of 39
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 8 - Appointment of Shri Shakti Sinha as Non-Executive
and Independent Director of the Bank.
I request the Company Secretary to read out the draft resolution
relating to Item No.8:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV
and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014, the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of the Banking
Regulation Act, 1949, and the circulars issued by the Reserve
Bank of India from time to time, each including any
amendments, modifications, variations or re-enactments thereof
and the recommendations of the Nomination, Remuneration
and Compensation Committee of the Board and the Board of
Directors of the Bank, Shri Shakti Sinha, DIN 02876853, who was
appointed as an additional non-executive and independent
director with effect from 02nd December, 2019 and who holds
office up to the date of this annual general meeting of the Bank,
pursuant to Section 161 and other applicable provisions, if any of
the Companies Act, 2013, be and is hereby appointed as non-
executive and independent director of the Bank, for a period of
two (2) years from the date of this meeting, and is not liable to
retire by rotation.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 9 - Appointment of Shri Satish Kumar Kalra as Non-
Executive and Independent Director of the Bank.
I request the Company Secretary to read out the draft resolution
relating to Item No.9:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV
and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014, the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of the Banking
Regulation Act, 1949, and circulars issued by the Reserve Bank of
India from time to time, each including any amendments,
modifications, variations or re-enactments thereof and the
recommendations of the Nomination, Remuneration and
Compensation Committee of the Board and the Board of
Directors of the Bank, Shri Satish Kumar Kalra, DIN 01952165, who
was appointed as an additional non-executive and
Transcript of the 93rd AGM held on 25th September 2020
Page 24 of 39
independent director with effect from 02nd December, 2019
and who holds office up to the date of this annual general
meeting of the Bank, pursuant to Section 161 and other
applicable provisions, if any of the Companies Act, 2013, be and
is hereby appointed as non-executive and independent director
of the Bank, for a period of two (2) years from the date of this
meeting, and is not liable to retire by rotation.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 10 - Appointment of Smt. Meeta Makhan as Non-
Executive and Independent Director of the Bank.
I request the Company Secretary to read out the draft resolution
relating to Item No.10:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV
and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014, the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of the Banking
Regulation Act, 1949, and circulars issued by the Reserve Bank of
India from time to time, each including any amendments,
modifications, variations or re-enactments thereof and the
recommendations of the Nomination, Remuneration and
Compensation Committee of the Board and the Board of
Directors of the Bank, Smt. Meeta Makhan, DIN 07135150, who
was appointed as an additional non-executive and
independent director with effect from 23rd January, 2020 and
who holds office up to the date of this annual general meeting
of the Bank, pursuant to Section 161 and other applicable
provisions, if any of the Companies Act,2013, be and is hereby
appointed as non-executive and independent director of the
Bank, for a period of two (2) years from the date of this meeting,
and is not liable to retire by rotation.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
To consider item No. 11, I request Mr. Jaganmohan Rao to chair
the meeting.
Shri Jaganmohan Rao : Anybody has any objection
Shri Raghuraj Gujjar : No Objection
Shri Jaganmohan Rao Ramanathan, this item is regarding the Appointment of Shri
K.R.Pradeep as Promoter Director. Can you read the relevant
section from the book.
Shri N Ramanathan,
Company Secretary
: Item No. 11 - Appointment of Shri K.R.Pradeep as Non-Executive
and Non-Independent Director of the Bank, liable to retire by
rotation.
Transcript of the 93rd AGM held on 25th September 2020
Page 25 of 39
“RESOLVED THAT pursuant to Section 152 and other applicable
provisions, if any, of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules,
2014, applicable provisions of the Banking Regulation Act, 1949,
and circulars issued by the Reserve Bank of India from time to
time, each including any amendments, modifications, variations
or re-enactments thereof and the recommendations of the
Nomination, Remuneration and Compensation Committee of
the Board and the Board of Directors of the Bank, Shri
K.R.Pradeep, DIN 00153097, who was appointed as an additional
non-executive and non-independent director with effect from
23rd January, 2020 and who holds office up to the date of this
annual general meeting of the Bank, pursuant to Section 161
and other applicable provisions, if any, of the Companies Act,
2013, be and is hereby appointed as non-executive and non-
independent director of the Bank, liable to retire by rotation.”
Shri Jaganmohan Rao : Ok. The results of the resolution will be known as informed earlier
subsequently.
I will demit this temporary office again, I propose Pradeep to
continue as Chairman of the meeting for conduction
Shri N Ramanathan,
Company Secretary
: Yes sir. Noted
Shri K R Pradeep,
Chairman of the Meeting
: Item No. 12 – Re-Appointment of Shri B.K.Manjunath as Non-
Executive and Independent Director of the Bank.
I request the Company Secretary to read out the draft resolution
relating to Item No.12:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV
and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014, the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of the Banking
Regulation Act, 1949, and circulars issued by the Reserve Bank of
India from time to time, each including any amendments,
modifications, variations or re-enactments thereof and the
recommendations of the Nomination, Remuneration and
Compensation Committee of the Board and the Board of
Directors of the Bank, Shri B.K. Manjunath, DIN 00319891, who was
appointed as an additional non-executive and independent
director with effect from 10th June, 2020 and who holds office up
to the date of this annual general meeting of the Bank, pursuant
to Section 161 and other applicable provisions, if any of the
Companies Act, 2013, be and is hereby re-appointed as non-
executive and independent director of the Bank, for a period of
two (2) years from the date of this meeting, and is not liable to
Transcript of the 93rd AGM held on 25th September 2020
Page 26 of 39
retire by rotation.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 13 –Re-Appointment of Shri Y.N.Lakshminarayana
Murthy as Non-Executive and Independent Director of the Bank.
I request the Company Secretary to read out the draft resolution
relating to Item No.13:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV
and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014, the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of the Banking
Regulation Act, 1949, and circulars issued by the Reserve Bank of
India from time to time, each including any amendments,
modifications, variations or re-enactments thereof and the
recommendations of the Nomination, Remuneration and
Compensation Committee of the Board and the Board of
Directors of the Bank, Shri Y.N. Lakshminarayana Murthy, DIN
07534836, who was appointed as an additional non-executive
and independent director with effect from 30th July, 2020 and
who holds office up to the date of this annual general meeting
of the Bank, pursuant to Section 161 and other applicable
provisions, if any, of the Companies Act, 2013, be and is hereby
re-appointed as non-executive and independent director of the
Bank, for a period of two (2) years from the date of this meeting,
and is not liable to retire by rotation.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 14 - Increasing the Authorized Share Capital of the Bank
and amendment to the Clause 6 (Capital Clause) of the
Memorandum of Association.
I request the Company Secretary to read out the draft resolution
relating to Item No.14:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Section 61(1)(a) of the Companies
Act, 2013, as amended read with Articles of Association of the
Bank and the relevant rules formed thereunder and subject to all
other applicable provisions, if any, the authorized share capital
of the Bank be increased from Rs.650,00,00,000/- (Rupees Six
Hundred and Fifty Crores Only) divided into 65,00,00,000 equity
shares of Rs.10/- each, to Rs.1000,00,00,000/- (Rupees One
Thousand Crores Only) divided into 100,00,00,000 equity shares of
Rs.10/- each, ranking pari-passu in all respect with the existing
equity shares of the Bank.
Transcript of the 93rd AGM held on 25th September 2020
Page 27 of 39
RESOLVED FURTHER THAT the existing Clause 6 of the
memorandum of association of the Bank be amended and shall
stand substituted as follows, subject to the approval of the
Reserve Bank of India.
“6. The liability of the members is limited. The authorized capital
of the Bank is Rs.1000,00,00,000/-(Rupees One Thousand Crores
Only) divided into 100,00,00,000 equity shares of Rs.10/- each”.
RESOLVED FURTHER THAT Shri K. Hariharan, Chief Financial Officer
and Shri N. Ramanathan, Company Secretary, be and are
hereby jointly or severally authorized to file necessary forms with
the Registrar of Companies and do all such acts, deeds, matters
and things as may be required to be done to give effect to the
above resolution.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 15 - Raising of capital through FPO, QIP, GDR, ADR etc.
I request the Company Secretary to read out the draft resolution
relating to Item No.15:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to the relevant provisions of the
memorandum and articles of association of the Bank, the
provisions of Sections 23, 41, 42 and 62 and other applicable
provisions, if any, of the Companies Act, 2013 read with the rules
made thereunder (including any amendments, statutory
modification(s) and / or re-enactment thereof for the time being
in force) (the “Companies Act”), the relevant provisions of the
Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (including any
amendment, modification, variation or re-enactment thereof)
(the “ICDR Regulations”), the applicable listing agreements
entered into by the Bank with the stock exchange(s) where the
equity shares of the Bank of face value of Rs.10 each (the
“Equity Shares”) are listed or are currently proposed to be listed,
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (including any
amendment, modification, variation or re-enactment thereof)
(the “Listing Regulations”), to the extent applicable, the
provisions of the Foreign Exchange Management Act, 1999
(including any amendments, statutory modification(s) and / or
re-enactment thereof) and the Foreign Exchange Management
(Non-debt Instruments) Rules, 2019 (including any amendments,
statutory modification(s) and / or re-enactment thereof), the
Banking Regulation Act, 1949 (including any amendments,
statutory modification(s) and / or re-enactment thereof), the
Depository Receipts Scheme, 2014 (including any amendments,
statutory modification(s) and / or re-enactment thereof) (the “DR
Scheme”) and all other applicable statutes, rules, regulations,
Transcript of the 93rd AGM held on 25th September 2020
Page 28 of 39
guidelines, notifications, circulars and clarifications as may be
applicable, as amended from time to time, issued by the
Government of India, Ministry of Corporate Affairs, the Reserve
Bank of India, BSE Limited and National Stock Exchange of India
Limited (together with BSE Limited, the “Stock Exchanges”), the
Securities and Exchange Board of India, and / or any other
regulatory / statutory authorities, in India or abroad, from time to
time, to the extent applicable and subject to the approvals,
permissions, consents and sanctions of any regulatory / statutory
authorities and guidelines and clarifications issued thereon from
time to time and subject to such conditions and modifications as
may be prescribed by any of them while granting such
approvals, permissions, consents and / or sanctions, which may
be agreed to by the Board of Directors of the Bank (hereinafter
referred to as the “Board” which term shall be deemed to
include any committee(s) constituted / to be constituted by the
Board to exercise its powers including powers conferred by this
resolution), the Bank be and is hereby authorised to create, offer,
issue and allot (including with provisions for reservations on firm
and / or competitive basis, for such part of the issue and for such
categories of persons as may be permitted and to provide a
discount to the issue price to such categories of persons, as
permitted under applicable law) of such number of Equity
Shares, Global Depository Receipts (“GDRs”), American
Depository Receipts (“ADRs”), Foreign Currency Convertible
Bonds (“FCCBs”), fully convertible debentures / partly convertible
debentures, preference shares convertible into Equity Shares,
securities or financial instruments convertible into Equity Shares,
securities linked to Equity Shares, securities with or without
detachable warrants with right exercisable by the warrant
holders to convert or subscribe to Equity Shares (including non-
convertible debt instruments with warrants) or any other eligible
securities (hereinafter referred to as “Securities”), or any
combination thereof, in one or more tranches, in the course of
Indian and / or international offering(s) in one or more foreign
markets, for cash, at such price or prices, at market price(s) or at
a discount, as may be permissible under applicable law or
premium to market price(s) in terms of the applicable regulations
and as permitted under the applicable laws, in such manner in
consultation with the merchant banker(s) and / or other
advisor(s) or otherwise, upon exercise or conversion of all
securities so issued and allotted, for an aggregate amount not
exceeding Rs.1000 crores (Rupees Thousand crores only) by way
of one or more public and / or private offerings, including by
way of a further public offer in accordance with the provisions of
Chapter IV of the ICDR Regulations, qualified institutions
placement in accordance with the provisions of Chapter VI of
the ICDR Regulations (“QIP”), and / or any other permitted
modes through a prospectus and / or an offer document and /
or a private placement offer letter and / or such other
documents / writings / circulars / memoranda, by way of issue of
any Securities, with or without premium, to be subscribed to in
Transcript of the 93rd AGM held on 25th September 2020
Page 29 of 39
Indian and / or any foreign currencies by all eligible investors that
may be permitted to invest in such issuance of Securities as per
the extant regulations / guidelines, including eligible qualified
institutional buyers (“QIBs”) as defined in the ICDR Regulations,
foreign or resident investors (including institutions, incorporated
bodies, mutual funds, individuals or otherwise), venture capital
funds (foreign or Indian), alternate investment funds, foreign
portfolio investors, Indian and / or multilateral financial
institutions, mutual funds, insurance companies, non-resident
Indians, stabilizing agents, pension funds or any other categories
of investors (whether or not such investors are members of the
Bank) or any combination of the above as may be deemed
appropriate by the Board in its absolute discretion and, whether
or not such investors are members of the Bank (hereinafter
collectively referred to as the “Investors”), to all or any of them,
jointly or severally through a prospectus / an offer document /
placement document and / or other letter or circulars may be
deemed appropriate, in the sole discretion by the Board in such
manner and on such terms and conditions as may be
determined and deemed appropriate by the Board in its
absolute discretion at the time of such issue and allotment
(considering the prevailing market conditions and other relevant
factors), including in relation to, the categories of Investors, to
whom the offer, issue and allotment of Securities shall be made
to the exclusion of others, in such manner, including allotment to
stabilizing agent in terms of a green shoe option, if any,
exercised by the Bank, and where necessary in consultation with
the book running lead manager(s) and / or underwriters and / or
stabilizing agent and / or other advisors, whether the Securities
will be issued as fully or partly paid up, making of calls and
manner of appropriation of application money or call money in
respect of different class(es)of Investor(s) and / or in respect of
different Securities, number of Securities to be issued, face value,
number of Equity Shares to be allotted on conversion /
redemption / extinguishment of debt(s), rights attached to the
warrants, period of conversion, fixing of record date or book
closure terms, if any, securities premium, or its equivalent amount
in such foreign currencies as may be necessary;at such price or
prices, (whether at prevailing market price(s) or at discount or
premium to market price(s) permissible under the applicable
regulations) as the Board may in its absolute discretion decide, in
each case subject to applicable law.
RESOLVED FURTHER THAT the issue of Securities shall be subject to
the following terms and conditions: (i) the Equity Shares that may
be issued and allotted directly or on conversion of other
convertible or exchangeable Securities that may be issued as
aforesaid shall be subject to the provisions of the memorandum
and articles of association of the Bank and rank pari – passu with
the then existing Equity Shares in all respects including dividend;
and (ii) the number and / or conversion price in relation to Equity
Shares that may be issued and allotted on conversion of other
Transcript of the 93rd AGM held on 25th September 2020
Page 30 of 39
convertible Securities that may be issued as aforesaid shall be
appropriately adjusted for corporate actions such as bonus
issue, rights issue, stock split and consolidation of share capital,
merger, de-merger, transfer of undertaking, sale of division or
any such capital or corporate restructuring.
RESOLVED FURTHER THAT in case of a further public offer, the
Securities shall be issued by the Bank incompliance with Chapter
IV of the SEBI ICDR Regulations and other applicable laws.
RESOLVED FURTHER THAT in case of issue and allotment of
Securities by way of QIP in terms of Chapter VI of the ICDR
Regulations (hereinafter referred to as “Eligible Securities” within
the meaning rendered to such term under Regulation 171(a) of
the ICDR Regulations):
1. the allotment of the Eligible Securities, or any combination of
the Eligible Securities as may be decided by the Board and
subject to applicable laws, shall be completed within 365 days
from the date of passing of this special resolution of the
shareholders of the Bank or such other time as may be allowed
under the ICDR Regulations and shall only be made to eligible
QIBs within the meaning of ICDR Regulations;
2. the Eligible Securities under the QIP shall be allotted as fully
paid up;
3. in the event Equity Shares are issued, the ‘relevant date’ for
the purpose of pricing of the Equity Shares to be issued, shall be
the date of the meeting in which the Board decides to open the
proposed issue of Equity Shares, subsequent to the receipt of
members’ approval in terms of provisions of Companies Act,
2013 and other applicable laws, rules, regulations and guidelines
in relation to the proposed issue of the Equity Shares;
4. in the event that Eligible Securities issued are eligible
convertible securities, the ‘relevant date’ for the purpose of
pricing of the convertible securities to be issued, shall be, either
the date of the meeting in which the Board decides to open the
proposed issue or the date on which the holders of such eligible
convertible securities become entitled to apply for Equity Shares,
as decided by the Board;
5. the tenure of the convertible or exchangeable Eligible
Securities issued through the QIP shall not exceed sixty months
from the date of allotment;
6. any issue of Eligible Securities made by way of a QIP shall be
at such price which is not less than the price determined in
accordance with the pricing formula provided under Part IV of
Chapter VI of the ICDR Regulations (the “QIP Floor Price”). The
Board may, however, subject to the approval of the
Transcript of the 93rd AGM held on 25th September 2020
Page 31 of 39
shareholders of the Bank, issue Equity Shares at a discount of not
more than five percent or such other discount as may be
permitted under applicable regulations to the QIP Floor Price;
and
7. the Eligible Securities allotted in the QIP shall not be eligible for
sale by the respective allottees, for a period of one year from the
date of allotment, except on a recognized stock exchange or
except as may be permitted from time to time by the ICDR
Regulations.
RESOLVED FURTHER THAT in case of any offering of Securities,
including without limitation any GDRs / ADRs / FCCBs / other
Securities convertible into Equity Shares, the Board is hereby
authorized to issue and allot such number of Equity Shares as
may be required to be issued and allotted upon conversion,
redemption or cancellation of any such Securities referred to
above in accordance with the terms of issue / offering in respect
of such Securities and / or as may be provided in the offer
document and / or offer letter and / or offering circular and / or
listing particulars.
RESOLVED FURTHER THAT without prejudice to the generality of
the above, the Securities may have such features and attributes
or any terms or combination of terms in accordance with
domestic and international practices to provide for the
tradability and free transferability thereof as per applicable law
including but not limited to the terms and conditions in relation
to payment of interest, additional interest, premium on
redemption, prepayment and any other debt service payments
whatsoever including terms for issue of additional Equity Shares
or variation of the conversion price of the Securities during the
duration of the Securities and the Board be and is hereby
authorized in its absolute discretion, in such manner as it may
deem fit, to dispose of such of the Securities that are not
subscribed in accordance with applicable law.
RESOLVED FURTHER THAT the Board be and is hereby authorized
to do all such acts, deeds, actions and sign such documents as
may be required in furtherance of, or in relation to, or ancillary
to, the offering, issue and allotment of Securities, including
authorizing any director(s) or officer(s) of the Bank to sign offer
documents, execute any necessary documents, agreements,
forms, deeds, appoint intermediaries, open and close the period
of subscription, determine the Investors or class(es) of Investors to
whom the offer is to be made, determine the terms and
conditions of the issuance of Securities, including the timing, floor
price (including any discount thereto, as may be permitted
under applicable law) and the issue price in respect of the
Securities, file any necessary forms with regulatory authorities and
allot the Securities and to amend, vary or modify any of the
above as authorized by the Board or such authorized persons
Transcript of the 93rd AGM held on 25th September 2020
Page 32 of 39
may consider necessary, desirable or expedient, and enter into
and execute all such arrangements / agreements as the case
may be with any lead managers, managers, underwriters,
advisors, lawyers, guarantors, depositories, custodians and all
such agencies as may be involved or concerned in such
offerings of the Securities and to remunerate all such agencies
including payment of commissions, brokerage, fees or the like,
and also to seek the listing of such Securities in one or more stock
exchanges in India and / or overseas as the case may be.
RESOLVED FURTHER THAT the board of directors of the Bank be
and is hereby authorized to delegate all or any of the powers
herein conferred to any committee of directors or any whole-
time director(s) of the Bank in such manner as they may deem fit
in their absolute discretion with the power to take such steps and
to do all such acts, deeds, matters and things as they may deem
fit and proper for the purposes of the Issue and settle any
questions or difficulties that may arise in this regard to the Issue
without being required to seek any further consent or approval
of the members or otherwise to the end and intent that the
members of the Bank shall be deemed to have given their
approval thereto expressly by the authority of this resolution.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
Item No. 16 - Approval for borrowing / raising funds in Indian /
foreign currency by issue of debt securities to eligible investors on
private placement basis.
I request the Company Secretary to read out the draft resolution
relating to Item No.16:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT pursuant to Section 42 and other applicable
provisions, if any, of the Companies Act, 2013 read with the rules
made thereunder including Companies (Prospectus and
Allotment of Securities) Rules, 2014, the Companies (Share
Capital and Debenture) Rules, (the “Companies Act”), Securities
and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008, the applicable provisions of the
Banking Regulation Act, 1949, and the rules, circulars and
guidelines issued by the Reserve Bank of India (“RBI”) from time
to time, each including any statutory amendment(s) or
modification(s) or re-enactment(s) thereof for the time being in
force, and all other relevant provisions of applicable law(s), the
provisions of the memorandum and articles of association of the
Bank and subject to such other approval(s), consent(s),
permission(s) and sanction(s) as may be necessary from the
concerned statutory authority(ies), including RBI, BSE Limited
(“BSE”) and the National Stock Exchange of India Limited (“NSE”,
and together with the BSE, the “Stock Exchanges”), the approval
Transcript of the 93rd AGM held on 25th September 2020
Page 33 of 39
of the members of the Bank be and is hereby accorded to the
Board of Directors of the Bank (hereinafter referred to as “Board”
and which term shall be deemed to include any Committee of
the Board or any other persons to whom powers are delegated
by the Board as permitted under the Companies Act, 2013) for
borrowing / raising of funds in Indian / foreign currency by issue
of debt securities including but not limited to refinance from term
lending institutions and non-convertible debentures, bonds
(including bonds forming part of Tier I capital / Tier II Capital in
accordance with and subject to the terms and conditions
specified in the Basel III Capital Regulations prescribed by RBI,
long terms infrastructure bonds or such other bonds as may be
permitted by RBI from time to time), or a combination thereof, in
domestic and / or overseas market, on a private placement
basis and / or for making offers and / or invitations therefor and /
or issue(s) / issuances therefor, on private placement basis, for a
period of one year from the date hereof, in one or more
tranches and / or series and under one or more shelf disclosure
documents and / or one or more letters of offer and on such
terms and conditions for each series / tranches including the
price, coupon, premium, discount, tenor etc., as deemed fi t by
the Board, as per the structure and within the limits permitted by
RBI, of an amount not exceeding Rs.500 crores (Rupees Five
Hundred crores only), in aggregate for additional Tier I and / or
Tier II capital within the overall borrowing limits of the Bank, as
approved by the members of the Bank from time to time.
RESOLVED FURTHER THAT the Board be and is hereby authorized
to negotiate, modify and finalize the terms and conditions of the
debt securities and sign the relevant documents / agreements in
connection with the private placement of the debt securities,
including without limitation, the private placement offer letter
(along with the application form), information memorandum,
disclosure documents, debenture subscription agreement,
debenture trust deed and any other documents as may be
required, and do all such acts, deeds, actions and sign such
documents as may be required in furtherance of, or in relation
to, or ancillary to, the offering(s), issuance(s) and / or allotment(s)
on private placement of debt securities by the Bank and to
further delegate the above powers to any Committee of
Directors or any whole-time director of the Bank in such manner
as the Board may deem fit in its absolute discretion with the
power to take such steps and to do all such acts, deeds, matters
and things as they may deem fit and proper for the purposes of
giving effect to this resolution and settle any questions or
difficulties that may arise in this regard without being required to
seek any further consent or approval of the members of the
Bank or otherwise to the end and intent that the members of the
Bank shall be deemed to have given their approval thereto
expressly by the authority of this resolution”.
Shri K R Pradeep, : The results of the resolution placed will be known to the members
Transcript of the 93rd AGM held on 25th September 2020
Page 34 of 39
Chairman of the Meeting as informed earlier.
Item No. 17 - Increasing of Investment limit of FPIs, NRIs in the
Bank.
I request the Company Secretary to read out the draft resolution
relating to Item No.17:
Shri N Ramanathan,
Company Secretary
: “RESOLVED THAT in supersession of the resolution passed at the
87th Annual General Meeting held on 26th September, 2014,
subject to the applicable provisions of the Foreign Exchange
Management Act, 1999 (FEMA), including the regulations,
guidelines and circulars issued thereunder, the Companies Act,
2013, to the extent applicable, Banking Regulation Act, 1949, to
the extent applicable, Foreign Exchange Management (Non-
debt Instruments) Rules, 2019, the Consolidated Foreign Direct
Investment Policy Circular of 2017, as amended, Master
Directions of the Reserve Bank of India on Foreign Investment in
India and all other applicable laws, rules, regulations, guidelines
and subject to the approvals, consents and permissions of the
Department of Financial Services, Ministry of Finance (“DFS”),
Government of India, the Reserve Bank of India (“RBI”) and any
other appropriate authorities, institutions or bodies as may be
necessary and applicable rules, regulations, guidelines, circulars,
policies and laws, as applicable, each including any
modifications or re-enactment(s) thereof, from time to time, and
subject to all applicable approval(s), permission(s), sanction(s),
consent(s) and intimation(s), as may be required, and subject to
such condition(s) as may be prescribed by the RBI or any other
the relevant authorities, while granting such approval(s),
permission(s), sanction(s) and consent(s), as may be required,
the consent of the members of the Bank be and is hereby
accorded to permit foreign investors including FPI’s and NRI’s to
acquire shares of the Bank by purchase or acquisition on the
recognized Stock Exchanges, subject to the condition that the
individual holding of the above investors shall not exceed 5% of
the paid up capital which is subject to the regulatory approval
and the total holding of all eligible foreign investors shall not
exceed an aggregate limit of 74% of the total paid up share
capital of the Bank, within which the aggregate NRI holding shall
not exceed 24%, both of which may be increased to such other
maximum limit as may be prescribed from time to time.
RESOLVED FURTHER THAT the Board be and is hereby authorized
to do all such acts, matters, deeds and things necessary or
desirable in connection with or incidental to giving effect to the
object of the above resolution.”
Shri K R Pradeep,
Chairman of the Meeting
: The results of the resolution placed will be known to the members
as informed earlier.
I request Shri S. Sundar, MD & CEO of the Bank to address the
shareholders and also answer some of the queries received by
Transcript of the 93rd AGM held on 25th September 2020
Page 35 of 39
the shareholders please.
Shri S Sundar, Managing
Director & CEO
: Good Morning ladies and gentlemen.
I wish to share with you the happenings that took place in the
last financial year FY 2019-20 and how we have addressed all
the issues and put in place workable solutions. As also in its 93
years’ history, I should honestly admit that the Bank faced
highest challenges during last year.
1. The bank’s Board in May 2019 approved a merger of IBHF
and its WOS ICCL with and into LVB. On merger the
inadequacy of capital, high NPA levels and negative
ROA would have been corrected. Based on the
application, the CCI issued NOC for the merger. However
it was not considered favourably by RBI and this was
communicated the same in October, 2019. However the
bank in the meanwhile, based on the merger agreement
received capital funds of 188 crs from IndiaBulls Housing
finance in July 2019 at the price agreed for Swap ratio of
Rs. 112.
2. The previous MD and CEO of the Bank Mr Parthasarathi
Mukherjee resigned from the services in August, 2019 and
I have been appointed as interim MD &CEO terms
extending upto till 30th November, 2020 or till a new MD &
CEO joins and takes charge whichever is earlier.
3. During September 2019, i.e. 27.09.2019 to be more
appropriate, the Bank was put on Prompt Corrective
Action by Reserve Bank of India as the capital adequacy
ratio was lower than the stipulated level 10.875%, NNPA
ratios were higher the permitted level of 6% and the
Bank’s ROA was negative for two consecutive years. The
action from the Regulator along with some liquidity
problems faced by a couple of Banks and adverse
media publicity in the Religare case resulted in strain on
the liquidity of the Bank. However the Bank managed the
situation well and maintained enough liquidity restoring
the confidence of depositors. Even as of today the Bank
is maintaining an Liquidity CR of 275%.
4. As stipulated by Reserve Bank of India while imposing
PCA, the Bank is required to improve its CRAR, reduce
NPA levels and return to profitability. Accordingly the
Bank is pursuing on the following
5. The Bank’s total Capital Adequacy Ratio as on 31.03.2020
was 1.13%. The Bank has been trying to increase the
capital adequacy ratio. The Bank has entered into a non-
binding LOI with Clix group for the latter’s amalgamation
with the Bank as they have surplus capital and the same
shall be available on merger to the Bank for improving
the CRAR to a very large extent. The Due Diligence is
substantially over and both the parties shall be moving on
to the next stage of valuation before finally getting the
respective Boards’ approval for the amalgamation. The
Transcript of the 93rd AGM held on 25th September 2020
Page 36 of 39
Bank is holding an enabling resolution from the
shareholders for raising Tier I capital upto Rs 1000 crs
through various forms like QIP/Preferential Issue/FPO, etc.,
and the Bank is pursuing on the same. On completion of
the amalgamation process together with the capital
infusion, the Bank is expected to have sufficient capital
funds both to meet regulatory requirements and for
growth purposes as well.
6. The Bank’s Net NPA as on 31st March, 2020 was 10.04%. I
should tell you that Bank is taking all measures to recover
updates to reduce it below the ceiling of 6%. The
measures include gearing up internal recovery
mechanism, Lok Adalat, Sarfaesi sale, OTs, DRT, etc. Since
much of the NPAs are from corporate sector most of
which are under NCLT /Consortium/Multiple Banking
Arrangement, more time is taken to recover though the
Bank is confident of achieving decent recoveries. The
Bank however maintains PCR of 71.25% higher than the
minimum of 70% stipulated under PCA. The Bank is also
exploring the possibilities of outright sale of whole or
substantial portion of NPAs to some of the ARCs so that
larger reduction of NPA shall be possible in shorter time.
As you know the Bank going by the records the Bank has
been maintaining has been recovering some of the
ARC’s so that larger reduction of NPA is possible in short
time. Hope this will be recovered going forward.
7. The Bank is extending more of GLs and Government
guaranteed loans which call for nil capital allocation. As
the Bank has surplus funds the net interest margins shall
improve in the process and these loans are least risky
from the recovery point of view also.
8. The Bank while initiating measures as above to improve
margins and net interest income, is equally exercised on
controlling cost. The Bank has cut down the staff strength
by 15%, VRS was introduced and about 70 staff opted for
that. The Bank should be in a position to reward its
employees with comparable salaries and incentives on
turning to a profit making bank. The Bank has
renegotiated lease rentals with landlords, converted all its
ATMs into Opex model ensuring security and e
surveillance so that deployment of security guards could
be reduced with attendant benefits on cost savings and
is properly monitoring and controlling all the other
operating costs as well. The bank has recently introduced
deposit products online with a view to improving digital
penetration that will relieve more staff from operations to
marketing in addition to controlling the cost of
administration and improving TAT and response time. All
these measures are expected to reduce the cost income
ratio to comparable levels.
9. To sum up, I would like to explain that though the Bank is
currently on PCA restrictions, we have taken all steps to
Transcript of the 93rd AGM held on 25th September 2020
Page 37 of 39
improve Capital Adequacy ratio, Reduce Net NPA Level
as explained and to report positive return on assets at the
earliest to ensure LVB a sound and financially healthy
Bank to the satisfaction of all stake holders
Now, I will answer the questions raised by the couple of
Shareholders:
The 1st one was from Mr. M R Subramanian, Shareholder, Client
ID: 25835100, DPID IN300214 and another shareholder Mr. N.
Ramalingam, having Client ID: 2602890, DPID IN300214 &
1203840000088801, both the shareholders are former executives
of the Bank, Mr. N. Ramalingam has endorsed the questions
raised by Mr. M R Subramanian.
Now I will read out the questions and answers briefly
Mr. MRS as he is popularly known in our circles is asking about the
disbursal time and when the accounts become NPA practically
he was telling in quick mortality cases we normally call account
quick mortality case which turns NPA within one year. He was
asking about the effectiveness of risk scoring followed by the
Bank in sanctioning advances to answer that Bank is following
risk model for the past 20 years now and risk rating has 2
dimensional system in vogue in our Bank one for the obligor are
based on the industry level management risk and all that and
the 2nd one are based on exposures offered by collateral
security. Rating is one of the criteria for sanctioning the credit
proposal. The obligor rating from LVB 1-9, facility rating from TS – 1
to TS -9. I would like to say that the ratings are below LVB 6 to 9
accounts for closely about 12% and 88% are above the
Investment grade only. MRS wanted to know whether the ALCO
of the Bank is placed in all the risk management files, Yes, Risk
profiles of the borrowers are placed credit risk management
committees of the executive and followed by Risk Management
Committees of the executive and followed by Risk Management
Committee of the Board and their advice are taken accordingly
being conducted. He also wanted to know whether all the
ALCO observations are placed to the Board. Yes, I will say in the
positive all the observations are placed to the Board and the
advice given by the Board are taken, executed. Whether the
observations of the Board on the above aspects and their
directions to the Bank in this regard. Board regularly issues
directions, they are of the various risk parameters to the Bank to
improve rating of the borrower and the Bank is always on the
job.
He also wanted to know the RBI representatives were also
present in the Board their observations. Yes, RBI representatives
are present on the Board and gives valuable advice to improve
the quality of the advances next was on the quantum of NPAs
from high risk scoring advances below the investment grade and
Transcript of the 93rd AGM held on 25th September 2020
Page 38 of 39
all that. As said it was only about 12% below investment. As such
the turning into NPA is hardly very less.
When the advances slips into NPA what are the steps initiated
Mr. MRS wanted to know. See, we follow the procedure as laid
down in the manual for advances. As and when an advance is
not going slipping in SME 01-1-2 category itself. We start the
dialogue and we hold discussion with borrowers and try to bring
it back into orders. By any reason, it has to slipped into NPA we
constantly follow it up with various means as already mentioned
including SARFASI act where we have adequate security, we try
to recover the advances.
MRS wanted to know whether we have policy for recovery. Yes
we have Board approved policy for recovery and that is being
pursued and followed. Policy also includes sale of assets,
adalats, Commissions, writing off and he wanted to know the
write off of Bad debts in spite of the availability of collateral. I
should say that where there are collaterals available, Bank
doesn’t go for write off. In case most of the write off has taken
place in consortium accounts, NCLT cases where there are no or
less collaterals. Accordingly, Decision of NCLT or consortium are
being followed. In cases where we are the prime or sole bankers
we strive and we don’t go for write offs. However we have to
keep in mind the time value of money, the value of the collateral
converted into cash and all the things as taken and these are all
done by any individuals the recovery process or write off are
vested with Committee of executives at Regional Level and at
Head Office level upto some threshold beyond which it has to
be placed to MCB. As you said even the write off cases are
coming down over the years. He wanted to know the policy
adhered for write off and advances and the details of such
accounts. As said the recovery and compromise settlement
policy by the Board is adhered and write off is be with reference
to the policy.
These are all the various questions by MRS, all these were
centring around advances as I told earlier bank has a risk rating
system and bank follows threshold for minimum Risk for
investment grade for advances where the existing advances
slips below the Investment grade, we go for improving the
quality of advance, we try to recover this advances and as
already told about write off policy I repeat Mr. ARS or similar
shareholders. Bank management is cautious of the problems
faced by the Bank and all efforts are taken to improve the
capital adequacy ratio very widely important followed by
reduction in NPA, equally pursuing of profit maximization. As I
told you earlier I would like to repeat like to ensure LVB sound
and financially healthy bank to the satisfaction of all the
Stakeholders at the earliest.
With this I thank all the members and directors who are in the
Transcript of the 93rd AGM held on 25th September 2020
Page 39 of 39
meeting, my colleagues and media persons attended the
meeting.
Thank you all.
Shri K R Pradeep,
Chairman of the Meeting
: At the outset, I thank Sundar for presenting the picture of the
Bank in a very objective manner. I thank him for leading the
bank in this hour of need. You are a very experienced person in
leading the bank in difficult times in the right way. Before we
conclude the meeting I would like to say that the country and
the globe is facing an unprecedented and uncertain times due
to COVID and other financial and economic reasons. Coming to
our own country Indian army is engaged in protecting the
sovereignty of this country in post empathic and meaningful
way. I love soldiers and all those who are involved in protecting
our lives and country and I bow my head before them.
As Bankers and Citizens of this country our duty is to see that the
borders of the economy is well insulated and protected, we
have to work hard and make sure that every bit is contributed in
this difficult times as to the exchequer and also for the public
good.
I thank all the directors, MD, Staff, Senior employees of the Bank
and the shareholders and the attendees for making this meeting
as successful meeting.
Thank you once again.
National Anthem