Dear Shareholders,
It gives the Board pleasure to present the highlights of your
Bank's performance during the financial year 2023-24. Detailed information on the
achievements and initiatives undertaken by the Bank is provided in the 97th
Annual Report, along with the Audited Balance Sheet as of March 31, 2024, and the Profit
and Loss Account for the year ended on that date.
Performance Highlights
Bank's performance Highlights for the financial year ended March
31, 2024 are as follows: in Crore
|
March 31,
2024 |
March 31, 2023 |
| Total Business |
24687.21 |
23,205.38 |
| Deposits |
14290.31 |
13,351.65 |
| Advance(Gross) |
10396.90 |
9853.73 |
| Total Income |
1359.55 |
1145.75 |
| Total Expenditure |
1290.29 |
1022.55 |
| Net Interest Income |
458.45 |
475.76 |
| Operating Profit |
69.26 |
123.20 |
| Net Profit |
57.82 |
49.36 |
| Gross NPA % |
4.05 |
5.19 |
| Net NPA% |
1.25 |
1.16 |
| Provision Coverage Ratio% |
88.32 |
90.61 |
| CRAR% |
12.71 |
12.32 |
| Return on Assets% |
0.38 |
0.34 |
| Return on Equity% |
5.62 |
5.14 |
| Earnings Per Share (in ) |
2.29 |
1.95 |
| Book Value Per Share(in ) |
40.70 |
37.99 |
Bank's Geographical Spread & Expansion Programme
Bank has 261 branches as on 31st March, 2024 spread across 14
States and 2 Union Territories Out of 261 branches, 20 branches are in rural category, 112
in Semi Urban, 71 in Urban and 58 in Metropolitan Category. Bank had 272 ATMs and 17
Business Correspondents as on March 31, 2023 During the financial year 2023-24, the bank
opened 8 new branches: Kottakkal in Malappuram District, Kerala; Arasavilli in Srikakulam
District and Dowleswaram (near Rajahmundry) in East Godavari District, Andhra Pradesh;
Hassan and Mandya in Karnataka; Puducherry (UT); Warangal in Telangana; and Hosur in
Krishnagiri District, Tamil Nadu.
Total Business
Total business of the Bank improved by 6.39% to reach 24687.21 Crore
as on 31.03.2024, from 23205.38 Crore as on 31.03.2023.
Deposits
Deposits recorded a growth of 7.03%, reaching 14,290.31 Crore as of
March 31, 2024, compared to 13,351.65 Crore as of March 31, 2023. The CASA to total
deposits ratio as of March 31, 2023, was 30.66%
Gross Advances
Gross advances stood at 10,396.90 Crore as of March 31, 2024, compared
to 9,853.73 Crore as of March 31, 2023, registering a growth of 5.51%. The CD ratio as of
March 31, 2024, was 72.75%
Profitability
The total income (Interest Income + Non-Interest Income) as of March
31, 2024, was 1359.55 Crore, compared to 1145.75 Crore as of March 31, 2023, registering
a growth of 18.66%. Interest income increased by 12.67% year-on-year, reaching 1206.99
Crore as of March 31, 2024, compared to 1071.24 Crore as of March 31, 2023. Similarly,
non-interest income increased by 104.75% year-on-year, reaching 152.56 Crore as of March
31, 2024, compared to 74.51 Crore as of March 31, 2023 Changes in interest rates have
impacted the Net Interest Income (NII) of the Bank, which has decreased by 3.64% on a
year-over-year (YoY) basis. Interest expenses have increased by 25.70% YoY to 748.54
Crore as of March 31, 2024, from 595.48 Crore as of March 31, 2023. Operating expenses
also increased by 114.68 Crore, to 541.75 Crore as on March 31, 2024 from 427.07 Crore
as on March 31, 2023. The Bank has made provision for wage revision of 45.85 Crore during
the financial year ended March 31, 2024 towards the New Bipartite Wage Settlement, which
is effective from November 1, 2022, to employees under IBA stream under the head
‘Payments to and Provision for Employees'.
Cost to Income Ratio as on March 31, 2024 was 88.66% against 77.61% as
on March 31, 2023. Operating profit during the year was 69.26 Crore as against 123.20
Crore during the previous year. The Bank declared a net Profit of 57.82 Crore during the
year under report and for the previous year, the Bank had declared a net profit of 49.36
Crore.
Capital and Reserves
Bank's Paid-up capital and reserves was 1029.76 Crore as on
31.03.2024. The capital adequacy ratio as per Basel III was 12.71% with Core CRAR of
11.36%.
Dividend
The Board had not recommended any dividend for the financial year 2023
- 2024.
Non - Performing Assets
Gross NPA and Net NPA percentage stood at 4.05% and 1.25% respectively
as on 31.03.2024 against 5.19% and 1.16% as on 31.03.2023.
The provision coverage ratio (PCR) as on 31.3.2024 was 88.32% which was
90.61% in the previous year.
Vision & Mission
Our Vision: "Banking on Relationships forever".
Our Mission: To Become a Strong and Innovative Bank with Integrity
and Social Responsibility to Maximize Customer Satisfaction as well as that of the
Employees, Shareholders and the Society.
Customer Service
The Bank accords high importance to the quality of customer service
rendered across its branches / offices. The Bank initiated a series of measures during the
year through deployment of technology and significantly enhancing service quality. A
well-defined and full-fledged Customer Grievance Redressal Mechanism has been put in place
in the Bank.
The Customer Service Committees comprising of Bank personnel as well as
our constituents monitor the implementation of customer service measures periodically.
Customer Service Committee of the Board has been formed at the apex level and committees
at branches for monitoring service quality and bringing about improvements in this area on
an ongoing basis. The Bank has a 24 x 7 Phone Banking Call Centre at Chennai to cater to
customer needs across the country. During the financial year 2023-24, the Bank received
6032 complaints as against a total of 6101 complaints received in the previous financial
year.
The following important products and services / initiatives were
introduced during the year for the benefit of the customers:
Bank opened 8 new branches during the financial year 2023-24
Launched new Corporate Internet Banking with the latest technology
architecture and best-in-class features to provide better user experience.
New features like Credit Card Green Pin Generation, Card Activation,
Raise Dispute facility and Adaptive authentication etc., added in retail internet banking
and Mobile Banking Platform.
Bank entered into tie-up with Kerala State Electricity Board (KSEB) for
online bill payment facility
Special Campaign "Ghar Ghar KCC Abhiyan" is conducted to
saturate PM KISAN beneficiaries with KCC
Introduced Dhan Pharma Scheme for members of All Kerala Chemists &
Druggists Association- M/s.KCDA
Re-launched Dhanam Green Loan with modified product guidelines.
Dhanam Home Loan and Loan against Property product features have been
streamlined to align with those of peer banks and have been re-launched to enhance
penetration in the retail segment, thereby aiming for improved profitability and increased
cross-selling opportunities.
Dhanam Car Loan and Two wheeler loan product guidelines have been
modified aiming more penetration in the retail segment.
Introduced RERA designated accounts product set up for real estate
projects.
Revamped the tie-up with M/s. Religare Broking Ltd. (RBL) for On-line
Trading Account Facility.
Expanded the E-Kanikka/ QR code facility to more temples under Malabar
Devaswom Board, Cochin Devaswom Board, Travancore Devaswom Board and other Private
Temples.
Investor Education and Protection Fund
The Bank transferred the entire pending unclaimed dividend amount to
the Investor Education and Protection Fund (IEPF) during the financial year 2018-19. There
was no amount of dividend pending to be transferred to the fund in the financial year
2023-24.
In terms of Section 124 (6) of the Companies Act, 2013 read with
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended from time to time, it may be noted that if the dividends have been
unpaid or unclaimed for seven consecutive years or more the underlying shares shall be
transferred to the IEPF Demat Account maintained with depositories. Upon transfer of such
shares to IEPF account, all benefits (eg. bonus, spilt, etc.), if any, accruing on such
shares shall also be credited to the IEPF Demat Account and the voting rights on such
shares shall remain frozen till the rightful owner claims the shares. The
members/claimants whose shares, unclaimed dividend etc. have been transferred to IEPF may
claim the shares or apply for refund by making an application to IEPF Authority as per the
procedure prescribed in the IEPF Rule.
Listing on Stock Exchanges
The Equity shares of the Bank are listed on BSE Ltd. and National Stock
Exchange of India Ltd. The Bank confirms that it has paid the listing fees to all the
Stock Exchanges for the financial year 2024-25.
Number of cases filed, if any, and their disposal under Section 22 of
the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013
The Bank has zero tolerance approach towards any action on the part of
any executive / employee which may fall under the ambit of "Sexual Harassment"
at work place, and is fully committed to uphold and maintain the dignity of woman staff
working in the Bank. The policy provides for protection against sexual harassment of women
at work place, prevention and redressal of such complaints. All the employees (permanent,
contractual, temporary, trainees) are covered under this policy.
Number of complaints pending at the beginning of the financial year
– Nil Number of complaints filed during the financial year – Nil Number of
complaints pending at the end of the financial year – Nil
Particulars of employees
The Bank has no employee whose particulars are required to be given in
terms of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The ratio of the remuneration of each Director to the median
employees' remuneration and other details in terms of Section 197 (12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this report.
Green Initiatives in Corporate Governance
The Bank supports and pursues the ‘Green Initiative' of the
Ministry of Corporate Affairs. All the documents including the notice and explanatory
statement of Annual General Meeting, Audited Financial Statements, Directors' Report
and Auditors' Report are being sent electronically to all shareholders who have
registered their e-mail addresses with their Depository Participants or with the
Bank's Registrar & Transfer Agents. Shareholders holding shares in electronic
form are requested to update their e mail addresses in their respective DP accounts.
Shareholders holding shares in physical form are requested to update their e mail
addresses with Bank's Registrar and Transfer Agents by a written request for enabling
the Bank to ensure electronic dispatch the aforesaid documents.
Directors
The composition of the Board of Directors of the Bank is in accordance
with the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Banking Regulation Act, 1949,
guidelines issued by the Reserve Bank of India and the best practices of Corporate
Governance. As on March 31, 2024, the Board comprised of 8 Directors including the
Chairman, the Managing Director & CEO, 4 non-executive Independent Directors and 2
Additional Directors appointed by the Reserve Bank of India under Section 36AB of the
Banking Regulation Act, 1949. As on the date of this Report, the Board has 9 Directors
with Chairman, Managing Director & CEO, 4 non-executive Independent Directors, 1
non-executive non-independent Director and 2 Additional Directors appointed by the Reserve
Bank of India. All the Directors have rich experience and specialized knowledge in various
sectors like banking, risk management, agriculture & rural economy, small scale
industry, information technology, economics, accountancy, etc. The remuneration / sitting
fees paid to the Directors during the year are disclosed in the Report on Corporate
Governance.
There were 5 independent Directors on the Board of the Bank as on March
31, 2024. Declarations have been taken from all the Independent Directors as required
under the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations 2015 and RBI guidelines. The provisions of
Section 152(6) of Companies Act, 2013 relating to retirement of directors by rotation do
not apply considering the present composition of the Board of Directors. Independent
Directors are not required to retire in terms of Section 149(13) of the said Act. MD &
CEO is not liable to retire by rotation as per the terms of appointment (placed for
approval of the Shareholders of the Bank vide postal ballot dated August 12, 2024). The
term of Additional Director Dr. Jineesh Nath C.K, whose appointment is being placed for
approval of the Shareholders in the 97th Annual General Meeting, is coterminous with the
holding of the 97th Annual General Meeting and therefore he cannot be considered as a
director liable to retire by rotation. Accordingly, no Director is required to retire by
rotation in the 97th Annual General Meeting.
Changes in the Board during the year
1. Shri K.N. Madhusoodanan, Independent Director took charge as
Non-Executive Chairman of the Bank for a period of three years with effect from September
26, 2023, subsequent to the recommendation of the Board of Directors and the approval of
Reserve Bank of India vide letter dated September 26, 2023.
2. Your Board of Directors regret to inform about the sad demise of Sri
Gopinathan C.K., Non-Independent Director of the Bank on November 27, 2023, who was on the
Board of the Bank w.e.f. August 11, 2016. He was also one of the Major Shareholders of the
Bank.
3. The term of office of Sri Shivan J.K. as the Managing Director &
CEO of the Bank concluded on January 29, 2024. The Board of Directors of the Bank approved
a panel of candidates for the position of the MD&CEO of the Bank for submission to
Reserve Bank of India. The recommendation of the Board for extending the term of Sri
Shivan J.K. as Managing Director & CEO of the Bank till his successor assumed the
office was approved by the Reserve Bank of India. The term of office of Sri Shivan J.K. as
the Managing Director & CEO of the Bank concluded on June 19, 2024.
4. The Board of Directors appointed Sri Ajith Kumar K.K. as Managing
Director & CEO of the Bank for a period of three years, after obtaining prior approval
of Reserve Bank of India, from the opening of working hours on June 20, 2024. He took
charge as Managing Director & CEO w.e.f. June 20, 2024. In accordance with the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2025, his appointment has been placed for approval of the
Members of the Bank through a Postal Ballot, the voting on which has commenced on August
19, 2024 and will close on September 17, 2024.
5. The Shareholders of the Bank approved the appointment of Ms.
Vardhini Kalyanaraman, Additional Director on the Board of the Bank w.e.f. February 21,
2023, as Independent Director of the Bank for a period of five years with effect from May
19, 2023.
6. Sri Sridhar Kalyanasundaram, Independent Director resigned from the
Board w.e.f. September 16, 2023. The letter of resignation of Sri Sridhar Kalyanasundaram,
detailing his reasons for the resignation, was filed by the Bank with the Stock Exchanges
on September 17, 2023 and is also available on the Bank's website in the link
https://www.dhanbank.com/pdf/ Resignation-of-Director-mr-sridhar-k.pdf.
7. In exercise of the powers conferred under Section 36AB (1) of the
Banking Regulation Act, 1949, Reserve Bank of India appointed Sri C. Nageswara Rao as
Additional Director on the Board of the Bank, in place of Shri Yarasi Jayakumar, for a
period of two years from November 18, 2023 to November 17, 2025 or till further orders,
whichever is earlier.
8. Dr. Jineesh Nath C.K. was appointed as Additional Director on the
Board of the Bank w.e.f. July 31, 2024 and his appointment is being placed for the
approval of the Members of the Bank in this Annual General Meeting. He is also a Major
Shareholder of the Bank and holds 18970000 equity shares of the Bank (7.49%) as on the
date of this Report.
Composition of Audit Committee
As on March 31, 2024, the Bank had a 5- member Audit Committee of the
Board (including 2 RBI Additional Directors). All the five members of the Committee were
non-executive Directors, with Sri Sreesankar Radhakrishnan as its Chairperson and Sri G.
Rajagopalan Nair, Ms. Vardhini Kalyanaraman, Sri D.K Kashyap and Sri C. Nageswara Rao as
the other Members. As on the date of this Report, the composition of the Committee remains
the same. The Committee was constituted in accordance with regulatory requirements. The
terms of reference of the Committee are in accordance with the Companies Act, 2013,
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations 2015 and RBI guidelines.
Declaration By Independent Directors
The Bank has duly obtained necessary declarations from each independent
Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of
independence as laid down in the Section 149(6) of the Companies Act, 2013 and Regulation
16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Bank
has also obtained the ‘Fit & Proper' declarations from all Directors as
prescribed by the Reserve Bank of India. Pursuant to the notification of the Ministry of
Corporate Affairs dated October 22, 2019, an online data bank for the independent
directors ("Data Bank") has been rolled out by the Indian Institute of Corporate
Affairs. All the Independent Directors of the Bank have registered themselves in the Data
Bank.
Policy on appointment and remuneration of Directors
The Nomination & Remuneration Committee recommends the appointment
/ reappointment / continuation of Directors to the Board after conducting due diligence of
the Directors on the basis of the "fit& proper" criteria prescribed by RBI
along with the provisions of the Companies Act, 2013, Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Nomination Policy approved by the Board. The Board will take the appropriate action based
on the recommendations of the Nomination & Remuneration Committee. The criteria for
determining qualifications, positive attributes and independence of Directors to be
appointed / re-appointed or for continuation of Directors include, inter-alia, the
following:
Ensuring that the appointment / re-appointment / continuation is in
conformity with the provisions of the Banking Regulation Act, 1949, RBI guidelines,
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
Ensuring that the criteria for independence of Directors as stated in
the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is complied with, in case of independent
Directors
Ensuring that the person does not attract any disqualification as per
the Banking Regulation Act, 1949, RBI guidelines, Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015;
Special knowledge or practical experience in various fields as
enumerated in Section 10A(2)(a) of the Banking Regulation Act, 1949 or any other field
which may be useful to the Bank;
Professional knowledge and experience;
Experience in the field of banking / finance sectors;
Interest in NBFCs and other entities;
Relatives connected with the Bank;
Fund and non-fund facilities availed from the Bank;
Defaults, if any, by the Director or interested entities with respect
to the credit facilities availed from any Bank;
Professional achievements relevant to the office of Directorship;
Prosecution, if any, pending or commenced or resulting in conviction in
the past against the director and / or against any of the interested entities for
violation of economic laws and regulations;
Criminal prosecution, if any, pending or commenced or resulting in
conviction in the past against the Director;
Any other factors as the Nomination & Remuneration Committee may
think fit for the purpose of considering the appointment / re-appointment / continuation
as Director The Bank has a Board approved Compensation Policy which deals with the
compensation & benefits of the Employees of the Bank.
The objectives of the Compensation Policy of the Bank inter-alia
includes, to provide a fair and persistent basis for motivating, inspiring and rewarding
the employees appropriately, according to their jobs/role size, performance,
accomplishments, contribution, skill, aptitude and competence to implement standards on
sound compensation practices and incentives and to provide effective governance of
compensation payable to the employees, alignment of compensation with prudent risk taking
and effective supervisory oversight. The disclosure requirement of the remuneration is
separately provided in "Disclosure under Basel III norms." The Board considers
the recommendations of the Nomination
& Remuneration Committee and approves the remuneration, with or
without modifications, subject to regulatory approvals. The remuneration payable to
Whole-time Directors/MD & CEO is subject to prior approval of the Reserve Bank of
India (RBI). Therefore, the remuneration or any revision in remuneration to Whole-time
Directors/MD & CEO is payable only after receipt of the approval from RBI.
The non-executive Directors are paid sitting fees for attending each
meeting of the Board of Directors or any Committee thereof as approved by the Board,
within the permissible limit prescribed under the Companies Act, 2013, Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other regulatory guidelines, as amended from time to time. The Board while
recommending any change in the sitting fees considers various factors like size and
complexity of organization, comparison with the peer banks and regulatory guidelines as
applicable. Apart from sitting fees, the Bank does not pay any other remuneration to the
non-executive Directors.
The total remuneration paid to MD & CEO and non-executive Directors
for the financial year 2023-24 is included in the Report on Corporate Governance forming
part of this Report.
The Remuneration Policy of the Bank is hosted on the website of the
Bank http://www.dhanbank.com/investor_relations/inv_stat_ policy.aspx.
Board Level Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the performance evaluation of the Board as a whole, the individual Directors and
various Committees of the Board are undertaken annually. The evaluation of the individual
Directors is being done in the absence of the Director being evaluated. A separate meeting
of independent Directors evaluates the performance of non-independent Directors, Chairman
and the Board as a whole. The separate meeting of independent Directors is held once in a
year. The Performance evaluation for the Independent Directors and the Board for the FY
2023-2024 was done during FY 2024-2025. A meeting of the Independent Directors held
during Financial Year 2023-2024, conducted the Evaluation of the Board / Committees /
Directors. The criteria for performance evaluation of Directors, Board and its Committees
include, inter-alia, the following:
Attendance at Board and various Committee meetings;
Participation and contribution in Board and Committee meetings;
Composition of the Board and its diversity;
Roles of various Committees of the Board;
Compliance and understanding of regulatory requirements;
Contribution to effective corporate governance and transparency in the
Bank's operations;
Updation of Knowledge and familiarization programmes conducted for
Directors;
Appropriateness of decisions made by the Board and its Committees;
Quality, quantity and timeliness of flow of information to the Board;
Understanding by individual Directors for their roles and
responsibilities as Director;
Contributions towards the performance and strategies of the Bank;
Conduct of Meetings;
Professionalism in the Board and Committees
Changes in Key Managerial Personnel (KMP)
There were no changes in Key Managerial Personnel (KMP) in the
financial year 2023-24.
Sri Ajith Kumar K.K. took charge as Managing Director & CEO of the
Bank for a period of three years from the opening of working hours on June 20, 2024, in
place of Sri Shivan J.K.
Secretarial Auditors and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013, the Board of
Directors of the Bank appointed M/s. V. Suresh Associates, Practicing Company Secretaries,
Chennai as the Secretarial Auditors to conduct the Secretarial Audit of the Bank for the
financial year 2023-24. The Bank has provided all assistance and facilities to the
Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor is
annexed to this report. The Secretarial Audit Report for the financial year 2023-24 does
not contain any qualification.
Corporate Governance
A separate report on Corporate Governance as required under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and certificate from Sri V. Suresh, Practicing Company Secretary
certifying compliance with the conditions of Corporate Governance are annexed to this
report
Number of Board Meetings
A total of 17 Board Meetings were held during the year. The Board
meetings were held in accordance with the regulatory requirements. The details of the
meetings held are provided in the Corporate Governance Report that forms part of this
Annual Report.
Annual Return
Pursuant to Section 92 (3) of the Companies Act, 2013 and Section 134
(3) (a), the Annual Return is hosted on the Bank's website at
https://www.dhanbank.com/investor_relations/inv_ financials. aspx.
Related Party Transactions
The Bank has adopted the "Policy on Materiality of Related Party
Transactions and Dealing with Related Party Transactions" in accordance with the
provisions of the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is hosted
on the website of the Bank www.dhanbank. com/investor_relations/inv_stat_policy.aspx.
During the financial year, the Bank did not enter into any related
party transactions with its Directors or Key Managerial Personnel or their Relatives that
would potentially conflict with and/ or adversely affect the interests of the Bank. In
accordance with the circular issued by Reserve Bank of India on "Disclosure in
Financial Statements – ‘Notes to Accounts' dated July 1, 2015 – Para
4.5 Accounting Standard 18 – Related Party Disclosures", the remuneration paid
to Managing Director & CEO alone qualifies for classification as Related Party
Transaction, for which the Bank has taken due approvals of the Reserve Bank of India and
the Shareholders of the Bank. Further, there was no related party transaction for which
Form AOC-2 was applicable.
Material Changes and Commitments affecting Financial Position of the
Bank
There are no material changes and commitments affecting the financial
position of the Bank which has occurred between the end of the financial year, i.e., March
31, 2024 and the date of Directors' Report, i.e., September 05, 2024.
Maintenance of Cost Records
Being a Banking Company, the Bank is not required to maintain cost
records as per sub-section (1) of Section 148 of the Companies Act, 2013.
Subsidiary Companies
The Bank does not have any subsidiary companies.
Compliance to Secretarial Standards
The relevant Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) related to the Board Meetings and General Meeting have been
complied with by the Bank.
Confirmation with respect to Insolvency and Bankruptcy Code, 2016
As per section 3(7) of The Insolvency and Bankruptcy Code, 2016,
Corporate person does not include any financial service provider, thereby the Bank is
excluded from the purview of the Code. There is no application or proceeding against the
Bank under Insolvency and Bankruptcy Code, 2016 during the financial year under review.
However, Bank has been filing cases in NCLT under IBC, 2016 as a Financial creditor as a
part of its recovery mechanism and as at the end of the financial year 2023-24, three
cases (with gross value of 43.64 Crore) against corporate debtors and five cases (with
gross value of 37.83 Crore) against individual guarantors of the corporate debtors.
Deposits
Being a Banking Company, the disclosures relating to deposits as
required under Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with
Sections 73 and 74 of the Act, are not applicable to the Bank.
Details in respect of frauds reported by auditors
There is no fraud reported by auditors under subsection (12) of section
143 of the Companies Act, 2013 other than those which are reportable to the Central
Government.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 186 (11) of the Companies Act, 2013, the provisions
of section 186 of Companies Act, 2013, except subsection (1), do not apply to a loan made,
guarantee given or security provided or investment made by a banking company in the
ordinary course of business
Strictures and Penalties
During the last three years, there were no penalties or strictures
imposed on the Bank by the Stock exchanges(s) and/or SEBI and/ or any other statutory
authorities on matters relating to capital market except as disclosed in the Secretarial
Audit Report. There are no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status of the Bank or the future
operations of the Bank.
Management Discussion and Analysis Report
This has been dealt with in a separate section in the Annual Report.
Corporate Social Responsibility
The regulatory provisions relating to the Corporate Social
Responsibility are not applicable to the Bank for the financial year ended March 31, 2024.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134 (5) of the Companies Act,
2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed
that: (i) in the preparation of the annual accounts for the financial year ended March 31,
2024, the applicable accounting standards had been followed along with proper explanation
relating to material departures; (ii) the Directors had selected such accounting policies
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Bank at the end
of the financial year 2023-24 and of the profit and loss of the Bank for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Bank and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the annual accounts for the financial
year ended March 31, 2024 on a going concern basis; (v) the Directors had laid down
internal financial controls to be followed by the Bank and that such internal financial
controls are adequate and were operating effectively; and (vi) the Directors had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively
Business Responsibility Report
The regulatory provisions relating to the Business Responsibility
Reporting are not applicable to the Bank for the financial year ended March 31, 2024
Acknowledgements
The Board of Directors places on record its gratitude to the Government
of India, the governments of various States, the Reserve Bank of India, the Securities and
Exchange Board of India, the Registrar of Companies, other regulatory bodies and the Stock
Exchanges, where the Bank's shares are listed, for their support and guidance. The
Board also places on record its gratitude to the Bank's customers, shareholders,
other stakeholders and well-wishers for their valued patronage. The Board further places
on record its appreciation for the valuable services rendered by M/s. Krishnamoorthy &
Krishnamoorthy, Chartered Accountants, Ernakulam and M/s. Sagar & Associates,
Chartered Accountants, Hyderabad, Joint Statutory Central Auditors of the Bank, and M/s.
V. Suresh Associates, Practising Company Secretaries, Chennai, who are the Secretarial
Auditors of the Bank. The Board expresses its sincere appreciation for the dedicated
services rendered by officers and employees of the Bank at all levels.
|
By Order of the
Board |
|
Sd/- |
| Place : Thrissur |
K.N.
Madhusoodanan |
| Date : September 05, 2024 |
Chairman |
|