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CSB Bank Limited — AGM Information 2021
Aug 12, 2021
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AGM Information
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SEC /271/2021 August 12, 2021
BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange plaza, 5[th] floor, Dalal Street, Bandra-kurla Complex, Mumbai 400001. Bandra (E), Mumbai 400051. Scrip code: 542867 Symbol: CSBBANK
Dear Sir/Madam,
Proceedings of the 100[th] Annual General Meeting of the Bank and e-voting results.
Pursuant to Regulations 30 and 44 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in continuation of our letter nos. SEC/207/2021 dated July 06, 2021 and SEC/239/2021 dated July 21, 2021, we would like to inform you that the 100[th] Annual General Meeting (“AGM”) of the Members of the Bank was held on Thursday, August 12, 2021 at 11:00 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), in accordance with the circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) in view of the continuing Covid-19 pandemic and the social distancing is a norm to be followed consequently and further to inform you that all the business as mentioned in the Notice of the AGM dated July 05, 2021 were passed with requisite majority.
Accordingly, we hereby submit the following:
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Proceedings of the 100[th] AGM as required under Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure – I.
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Chairman’s and Managing Director & CEO’s speeches as read out during the AGM as Annexure II and Annexure III, respectively.
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Voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure – IV.
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Report of the Scrutinizer dated August 12, 2021 pursuant to Section 108 of the Companies Act, 2013 and Rule 20 (4) of the Companies (Management and Administration), Rules 2014 as Annexure – V.
The Bank facilitated live webcast of proceedings of the meeting. The archive of webcast is made available on the website of the Bank at https://csb.co.in/investor-relations → General Meeting.
This intimation is also made available on the website of the Bank at www.csb.co.in.
Kindly take the same on records.
Thanking You.
Yours faithfully,
SIJO VARGHESE Digitally signed by SIJO VARGHESE DN: st=KERALA, serialNumber=da67d16a892dbce0f63c24da300ebd6a93ef99e00629fb3f519fd7bc49a7ccee, postalCode=680020, ou=SECRETARIAL DEPARTMENT, o=CSB BANK LIMITED, c=IN, cn=SIJO VARGHESE Date: 2021.08.12 19:36:37 +05'30' Sijo Varghese Company Secretary
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CSB Bank Limited Regd. Office: CSB Bhavan, St. Mary's College Road, Thrissur – 680020, Kerala, India. Tel: +91 487–2333020 | Fax: +91 487–2338764 | Web: www.csb.co.in | Email: [email protected] | CIN: L65191KL1920PLC000175
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Annexure- I
SUMMARY OF PROCEEDINGS OF THE 100[TH] ANNUAL GENERAL MEETING OF THE MEMBERS OF THE CSB BANK LIMITED, HELD ON THURSDAY, AUGUST 12, 2021 AT 11:00 A.M. THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (“OAVM”)
| Dayand Date of the Meeting | : | Thursday,August 12,2021 |
|---|---|---|
| Time of commencement of the Meeting | : | 11:00 A.M. |
| Time of conclusion of the Meeting | : | 12:32 P.M. |
| Chairman | : | Mr. Madhavan Aravamuthan |
| Number of Shareholders attended the meeting | : | 64 |
| ATTENDEES | ATTENDEES | LOCATION OF JOINING |
|---|---|---|
| DIRECTORS | ||
| 1. | Mr. Madhavan Aravamuthan , Chairman | Bank’s Zonal Office -Chennai |
| 2. | Mr. C.VR. Rajendran, Managing Director & CEO | Bank’s Administrative office - Mumbai |
| 3. | Mr. Madhavan Menon, Non –executive Director Chairman of the Stakeholders’ Relationship Committee of the Board |
Pune |
| 4. | Mr. Sumit Maheshwari, Non –executive Director | Mumbai |
| 5. | Ms. Bhama Krishnamurthy, Independent Director, Chairperson of Nomination & Remuneration Committee of the Board |
Mumbai |
| 6. | Ms. Sharmila Abhay Karve, Independent Director, Chairperson of Audit Committee of the Board |
Pune |
| 7. | Mr. Sudhin Choksey, Independent Director | Ahmedabad |
| 8. | Mr. Sunil Srivastav , Independent Director | Mumbai |
| KMP’S/SENIOR MANAGERIAL PERSONS | ||
| 1. | Mr. Pralay Modal, President (Retail, SME, Technology and Operations) |
Bank’s Administrative office - Mumbai |
| 2. | Mr. B K Divakara, Chief Financial Officer | Registered Office - Thrissur |
| 3. | Mr. Sijo Varghese, Company Secretary | Registered Office – Thrissur |
| OTHER REPRESENTATVIES | ||
| 1. | Mr. Vaibhav Shah , Senior Partner, B.S.R. & Co. LLP, Chartered Accountants, Mumbai, StatutoryAuditors |
Mumbai |
| 2. | Mr. P.D Vincent, Managing Partner, SVJS & Associates, Company Secretaries, Kochi, Secretarial Auditors |
Kochi |
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CSB Bank Limited Regd. Office: CSB Bhavan, St. Mary's College Road, Thrissur – 680020, Kerala, India. Tel: +91 487–2333020 | Fax: +91 487–2338764 | Web: www.csb.co.in | Email: [email protected] | CIN: L65191KL1920PLC000175
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Mr. Madhavan Aravamuthan chaired the meeting. The Chairman informed that the 100[th] Annual General Meeting of the CSB Bank Limited is being held through Video Conferencing and other audio visual means in accordance with the circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India in view of the continuing Covid-19 pandemic and the social distancing is a norm to be followed consequently. He also informed that the Bank has taken all feasible efforts to enable members to participate and vote the items being considered at this AGM in terms of above said circulars and along with other provisions of the Companies Act, 2013 and the Rules made thereunder. Chairman informed that all the directors of the Bank attended the meeting and further requested his colleagues to introduce themselves.
As the requisite quorum being present in terms of the circulars issued by MCA and Section 103 of the Companies Act, 2013, the Chairman called the meeting to order. The Chairman then welcomed all shareholders, auditors and other invitees joining over VC.
The Company Secretary then provided general instruction to shareholders regarding participation of Shareholders at the meeting. He also informed that the Register of Directors and Key Managerial Personnel, the Register of contracts with related party and contracts and Bodies, etc., in which directors are interested, Certificate from Statutory Auditors in terms of Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014, Employee Stock Option Scheme 2019 with changes proposed, Statutory Auditors Report and Secretarial Audit Report have been made available electronically for inspection by the members during the AGM. It was also informed that as the AGM was held through video conference, the facility for appointment of proxies by the members is not allowed and hence there is no proxy register for inspection at the meeting.
Thereafter, the Chairman delivered his speech followed by the speech of Shri C. VR Rajendran, Managing Director & CEO.
The Chairman informed that, with the consent of the shareholders the Notice dated July 05, 2021 convening the meeting, was taken as read.
The Company Secretary, informed that the Statutory Auditors B.S.R & Co. LLP, Mumbai and the Secretarial Auditors, SVJS & Associates, Kochi, have expressed unqualified opinion in their respective audit reports for the financial year ended March 31, 2021 and there were no qualifications, observations or adverse comments on financial statements and matters, which have any material bearing on the functioning of the Bank.
Chairman informed that the Bank had provided members, the facility to cast their vote electronically, on all resolutions set forth in the Notice. It was further informed that there would be no voting by show of hands.
Thereafter, the Chairman took up the Agenda items mentioned in the Notice of the AGM in seriatim.
With respect to Item No. 4, of the notice, Appointment of Joint Statutory Auditors and fixation of their remuneration, the Chairman requested the shareholders to take note of new address of B S R & Co. LLP, Chartered Accountants, at 14th Floor, Central Wing, Tower 4, Nesco Center,
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CSB Bank Limited Regd. Office: CSB Bhavan, St. Mary's College Road, Thrissur – 680020, Kerala, India. Tel: +91 487–2333020 | Fax: +91 487–2338764 | Web: www.csb.co.in | Email: [email protected] | CIN: L65191KL1920PLC000175
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Western Express Highway, Goregaon (East), Mumbai – 400 063, India and the address given in the resolutions be modified to that extend, accordingly.
The Chairman further informed that Reserve Bank of India, vide their letter no. DOS. ARG. No.PS107/ 08.07.005/2021-2022 dated July 23, 2021, conveyed their approval to appoint B S R & Co. LLP, Chartered Accountants, Mumbai along with Mukund M. Chitale & Co, Chartered Accountants, Mumbai as the Joint Statutory Auditors of the Bank for the financial year 202122.
The Chairman further informed that the approval is sought for to appoint B S R & Co. LLP, Chartered Accountants, Mumbai and Mukund M. Chitale & Co, Chartered Accountants, Mumbai to hold office from the conclusion of 100th Annual General Meeting till the conclusion of the 102nd and 103rd Annual General Meeting of the Bank respectively, subject to the specific approval of Reserve Bank of India for each financial year during their tenure in terms of Section 30(1A) of the Banking Regulation Act, 1949.
With respect to Item No. 13, of the notice, for variable pay recommended for the financial year 2020-21 Mr. C.VR. Rajendran, Chairman informed that, the Nomination and Remuneration Committee of the Board in August 2020 had recommended a targeted variable pay to Mr. C. VR. Rajendran, Managing Director & CEO in the range of 50% to 300% of the fixed pay of the financial year 2020-21, based on scorecard set for the same period, which consisted of six rating parameters in the nature of overall business growth, profitability, asset quality, capital adequacy, branch network expansion, liquidity and compliance & governance. The Committee, post declaration of financial results of FY 2021, evaluated and reviewed the self-appraisal report based on the scorecard set and awarded 5 marks out of 5 and recommended a variable pay of Rs.6 crore which is 300 % of the fixed pay i.e., Rs.2.00 crore, for the financial year 2020-21. The variable pay recommended was based on achievement of the target set for the same period which is linked to ratings based on balanced scorecard covering both quantitative and qualitative aspects.
The following items of business, as per the Notice of AGM dated July 05, 2021, were transacted at the meeting. With respect to item No. 8 and item No. 9 in which the Chairman was deemed to be interested, was transacted by Mr. Madhavan Menon, the senior most director of the Bank. Shareholders were provided the facility to ask questions or express their views through VC/OAVM on the aforesaid resolutions. Clarifications were provided to the queries raised by the members. The resolutions were passed with the requisite majority and the details of which are given under:
| Sl. No. | Description | Type of Resolution |
|---|---|---|
| ORDINARY BUSINESS | ||
| 1. | Adoption of audited financial statements for the financial year ended March 31, 2021 along with reports of the Board of Directors and the Auditors’ thereon. |
Ordinary Resolution |
| 2. | Re-appointment of Retiring Director, Mr. Madhavan Menon(DIN: 00008542). |
Ordinary Resolution |
| 3. | Ratification of the additional fees to the Statutory Auditors,B S R & CO. LLP,Chartered Accountants. |
Ordinary Resolution |
CSB Bank Limited Regd. Office: CSB Bhavan, St. Mary's College Road, Thrissur – 680020, Kerala, India. Tel: +91 487–2333020 | Fax: +91 487–2338764 | Web: www.csb.co.in | Email: [email protected] | CIN: L65191KL1920PLC000175
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| 4. | Appointment of Joint Statutory Auditors and fixation of their remuneration. |
Ordinary Resolution |
|---|---|---|
| SPECIAL | BUSINESS | |
| 5. | Appointment of Ms. Sharmila Abhay Karve (DIN: 05018751) as Non-Executive Independent Director of the Bank. |
Ordinary Resolution |
| 6. | Appointment of Mr. Sudhin Bhagwandas Choksey (DIN: 00036085) as Non-Executive Independent Director of the Bank. |
Ordinary Resolution |
| 7. | Appointment of Mr. Sunil Srivastav (DIN: 00237561) as Non-Executive Independent Director of the Bank. |
Ordinary Resolution |
| 8. | Approval to appoint and the terms of appointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as the Part-time Chairman of the Bank. |
Ordinary Resolution |
| 9. | Reappointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. |
Special Resolution |
| 10. | Reappointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. |
Special Resolution |
| 11. | Grant of 4,33,150 stock options to Mr. C. VR. Rajendran, Managing Director & CEO of the Bank as performance grant for the period December 09, 2016 to March 31, 2020. |
Ordinary Resolution |
| 12. | Payment of Variable Pay to Mr. C.VR. Rajendran, Managing Director & CEO of the Bank for the financial year 2019-20. |
Ordinary Resolution |
| 13. | Revision in the fixed pay of Mr. C.VR. Rajendran (DIN - 00460061), Managing Director & CEO of the Bank, with effect April 1, 2020 and payment of variable pay for the FY 2020-21. |
Ordinary Resolution |
| 14. | Appointment of Mr. Pralay Mondal (DIN: 00117994) as a Director of the Bank. |
Ordinary Resolution |
| 15. | Appointment of Mr. Pralay Mondal (DIN: 00117994) as the Deputy Managing Director of the Bank and approval for the terms of his appointment. |
Ordinary Resolution |
| 16 | Approve amendment in ‘CSB Employee Stock Option Scheme 2019’. |
Special Resolution |
While explaining the voting procedure, the Chairman informed that the Bank had appointed Mr P. D. Vincent, Practicing Company Secretary (Managing Partner SVJS & Associates, Company Secretaries), Kochi as the scrutinizer to supervise the e-voting process. Further, Mr. C.VR. Rajendran, MD& CEO, was authorised to declare the result of the voting and place the results on the website of the Bank at the earliest.
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CSB Bank Limited Regd. Office: CSB Bhavan, St. Mary's College Road, Thrissur – 680020, Kerala, India. Tel: +91 487–2333020 | Fax: +91 487–2338764 | Web: www.csb.co.in | Email: [email protected] | CIN: L65191KL1920PLC000175
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On behalf of the Board of Directors, the Chairman thanked all the shareholders for attending the Meeting and for the kind co-operation and assistance extended for the smooth conduct of the Meeting. Chairman further took on record that the prescribed number of members required for constituting a quorum, was present throughout the meeting.
Thanking You.
Yours faithfully,
SIJO Digitally signed by SIJO VARGHESE DN: st=KERALA, serialNumber=da67d16a892dbce0f63c24da300ebd6a93ef99e00629fb3f519fd7bc49a 7ccee, postalCode=680020, ou=SECRETARIAL DEPARTMENT, o=CSB VARGHESE BANK LIMITED, c=IN, cn=SIJO VARGHESE Date: 2021.08.12 19:37:08 +05'30' Sijo Varghese Company Secretary
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CSB Bank Limited Regd. Office: CSB Bhavan, St. Mary's College Road, Thrissur – 680020, Kerala, India. Tel: +91 487–2333020 | Fax: +91 487–2338764 | Web: www.csb.co.in | Email: [email protected] | CIN: L65191KL1920PLC000175
Annexure- II
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ADDRESS BY CHAIRMAN, SHRI.MADHAVAN ARAVAMUTHAN Thursday August 12, 2021
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Address by Chairman Shri. Madhavan Aravamuthan, at the 100th Annual General Meeting of the shareholders of CSB Bank Ltd. at 11.00 a.m. on Thursday, August 12,2021, through video conferencing
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Dear Shareholders,
Very good morning to all of you .
It gives me immense pleasure to welcome you all to the 100th Annual General Meeting of our Bank. I feel privileged to address you, for the first time, as the Chairman of this great institution which has glorious existence of over a century. I am also delighted to extend a special welcome to those of you who have become shareholders of the Bank since the last Annual General Meeting held in July 2020. This year has been extraordinary in every sense. The pandemic has cost over 3 million lives so far, and many million jobs. For long periods, large parts of the world have been in some form of lockdown – up to half the global population at a time. Let us stand with them and exhibit our solidarity with them. (May we observe a minute’s silence please).
Due to the unfortunate circumstances in the context of the COVID pandemic, this year too we have to resort to the AGM virtually, though we are earnestly hoping to meet you all in person. But we also feel this virtual meeting will enable all our valued shareholders to participate from different locations including overseas.
As you all know, in the financial year 2021, our Bank has completed 100 years of its glorious existence; an achievement very few institutions can claim. We owe our gratitude to the visionaries who gave shape to this great organization and it’s our collective responsibility to take this progressively forward.
A century old trust capital fortified by the growth capital provided by M/s FIH Mauritius Investments Ltd, part of Fairfax group, has given the required terra firma for team CSB to build a new age full service bank. Rising to the challenge, team CSB paid an apt centenary tribute to the organisation by recording an all-time high net profit and returning to the growth trajectory with a bang, without compromising on asset quality. Further, your bank could also achieve a historic milestone of opening 101 branches in the 101[st] year of existence. Brilliant execution on the ground despite pandemic!!
On Performance
Our results have come in the backdrop of challenging macroeconomic environment induced by the pandemic along with a severe threat to human lives and livelihood. As per the latest estimates, the GDP of the country shrunk by 7.3% in FY 21. The non-food credit growth at around 5% was the lowest in the last four years. Deposit growth at 11% was more than 2 times the credit growth, causing the Credit Deposit Ratio to fall from 76.5% to 72.5%, March 20 to March 21.
In FY 21, despite heavy odds, your bank could grow advances book by 27% and deposit book by 21%. Powered by growth in business, fee income, treasury profits and interest cost reduction propelled by improved CASA mix and the tailwinds of a soft interest rate regime, net operating income grew by 65% year on year while operating profits grew by 119%. Bank has built adequate provision buffers both on standard assets and NPA front and even after that, return on Assets of close to 1% could be attained – in deed, a stellar achievement in the testing times. Significant improvement is seen in all key performance ratios; earnings per share improved from Rs.0.88 to Rs. 12.59 and Book value per share rose from Rs. 113.04 to Rs. 125.67. Bank’s listed price more than doubled, enhancing the shareholder value. Bank’s NPA position has significantly improved as compared to the previous financial year both in absolute and percentage terms. Unfortunately, due to certain regulatory restrictions as detailed in the Directors’ Report, we are not in a position to declare dividend this year.
My colleague Mr. C VR Rajendran, MD& CEO will elaborate more on our performance in his address.
Since we began our transformation journey, the prime focus was on building the much needed operational resilience and reducing earnings volatility. We have shown overall excellence especially in terms of balance sheet/risk management, NPA reduction, building provisioning buffers and expanding our markets, especially in niche areas and select locales.
Corporate Governance Philosophy
As a significant player in the country’s financial systems, any nonconformity to governance norms can jeopardize the Bank’s very survival resulting in exposing customers, employees and investors to enormous financial risks. In recent years, we have seen a few financial entities going through adverse situations leading the regulators to press the reboot button.
The Bank gives paramount importance to Corporate Governance principles and hence the Corporate Governance Philosophy of the Bank is set to promote corporate fairness, transparency, and accountability, so as to maximize long-term value for all stakeholders. Your Bank is committed to high standards of corporate governance practices and upholds fairness and trust in all its dealings with its stakeholders, in line with its Corporate Governance Philosophy. This philosophy is realized through the Bank’s endeavour in working towards portfolio, operational and reputation excellence. I believe this Philosophy helped the Bank to be rated as the second-best bank among all banks in India by Forbes Business Magazine in their April 2021 edition, based on the parameters of general satisfaction and key attributes like trust, fees, digital services, financial advice, etc. On the governance and risk management, the board and senior management team are following the regulatory norms in letter and spirit, and I am privy to it since my joining the Board, in December 2018.
Digital Technology Penetration
With the augmentation of digital technologies, consumers have become more demanding of virtual experiences in today’s time. The pandemic has only amplified the need for easy access to banking products, services and information, and surged the need for stress-free access to banking products and services. In this direction your bank has acquired technology for delivering improved customer experience as well as to be able to compete with the leading peers in the field. Digitalization is engraved in our strategy, and in recent years we have made strides in rolling out various digital initiatives including improved internet and mobile banking options. The increased share of digital transactions in FY21 is a testimony that our strategies are delivering the required results. Our team along with our technology partners are working relentlessly on enhancing the Bank’s digital capabilities to bring in more ease and better experience to the customers.
Customer Service
In the Customer service front, your bank has always endeavoured to provide high quality customer service in tune with the changing times. Your Bank has put in place, a well-defined Customer Grievances Redressal Mechanism to address any of their grievances. Your Bank strongly believes that customer service will continue to be the most important factor in maintaining and improving the Bank’s role within the Indian Banking Industry.
Going Forward
We were at the beginning of the biggest reinvention in CSB’s history – pivoting from being an old generation loss making bank to a name in the industry to reckon with, competing with the new generation and public sector banks alike. And we can now see that CSB’s new strategy is starting to work; it has just delivered a strong set of first quarter results as well. CSB is indeed performing while transforming itself. These developments only strengthen our belief that CSB’s new direction is the right one.
So, we have reasons for optimism about the years ahead and what they hold for CSB and our shareholders. But we also recognize that the journey thus far has demanded difficult decisions. Turning CSB into a leaner, nimbler and more efficient Bank – what we call Reinventing CSB. And I believe CSB’s new financial frame and investor proposition should instil confidence – as the CSB is making strong progress in meeting its financial priorities. I expect the progress to continue at a healthy pace.
The impact of the COVID-19 pandemic is likely to pose challenges to Indian banks' improving financial performance once the asset-quality risks manifest in the financial year 2022. However, the tapering of the second wave, coupled with an aggressive vaccination push, has brightened near-term prospects for the Indian economy. A supportive financial environment and continued policy support have contributed to nurturing the recovery; the game-changer has, however, been the speed and scale of vaccination, and the consequent unlocking. We will closely monitor the external situation as well as keep ourselves agile to mitigate its negative impact.
We firmly believe that setting our strategic intent clearly, being consistent with them and moving in rhythm with the environment around us is the surest way of making our journey successful. In this background, with the new high quality leadership team in place, I am very excited about the future and sincerely believe that CSB’s best days are just ahead.
Acknowledgements
On behalf of my colleagues on the Board, I place on record our gratitude for the support and guidance extended by the Ministry of Finance and Ministry of Corporate Affairs, Government of India, Government of Kerala, Reserve Bank of India, SEBI, and other regulatory authorities.
I would also like to express my sincere thanks to our valued shareholders and customers for their continued support and for their confidence reposed on the Bank.
I would like to use this opportunity to thank Mr. Rajendran MD & CEO and the entire Management team along with their staff for their efforts in turning around the Bank as well as laying the foundation for a strong and successful future for the Bank. Our people have continued to work under tough Covid restrictions. I want to thank each one of them. In extraordinary times they have responded with extraordinary commitment and sincerity. Just as I am grateful to those on CSB’s operational front line and back-office support, I am grateful to CSB’s leadership for the commitment they have shown in executing the strategy that the Board has set out. They have achieved major changes – while running CSB’s operations effectively and efficiently. This will be a long journey, and a challenging one.
I would also put on record my gratitude to the electronic and print media for their support in all our activities. My grateful thanks are also due to our other stakeholders in society.
I wish to make a special mention on the invaluable contribution of Mr. Madhavan Menon, my predecessor chairman for setting up a good corporate governance framework in the Bank, and also the sheer professionalism that he displayed during his tenure by sharing unbiased, decisive and professional opinions, keeping in view of all the stakeholders’ interest at hand though he is part of the promoter of the Bank.
Permit me to conclude by stating that, Your Bank is committed to continuously improve its operations and differentiate itself in the marketplace through customer focused innovations in products and services , with the aim of building a strong and sustainable Bank in the coming years.
Stay Safe.
Thank you
Place: Chennai Date: August, 12, 2021
(Madhavan Aravamuthan) Chairman
Annexure- III
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ADDRESS BY MD & CEO, SHRI.C.VR.RAJENDRAN Thursday August 12, 2021
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Address by MD&CEO Shri. C VR Rajendran, at the 100th Annual General Meeting of the shareholders of CSB Bank Ltd. at 11.00 a.m. on Thursday, August 12,2021, through video conferencing
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Dear Shareholders ,
On behalf of the Board of Directors of the Bank, I take immense pleasure in welcoming you all to the 100[th] Annual General Meeting of CSB Bank Limited.
Let me start with a prayer that all of you and your family members remain healthy and safe during these difficult times. The first and second wave of Covid did pose many challenges in all walks of life and we are slowly and gradually recovering from the trauma created by the pandemic. As the possibility of a third wave cannot be ruled out, we have to take all precautions, get vaccinated and observe all the covid related protocols meticulously.
Though FY 21 was tough, at CSB, we worked together through thick and thin and braved the situation. The challenges brought in by the pandemic could not dissuade us from our transformation plans and our clear focus kept us on track in growth as well as profitability. The fact that FY 21 marked overall improvement in topline, bottom line, asset quality, branch expansion and capital position is a testimony to this.
We were also successful in retaining the top-notch rating of A1+ to the Certificate of Deposits (Rs 2000 Crore) and Short Term Deposits (Rs 2000 Crore) Programme of the bank. Additionally, M/s CRISIL Ratings assigned CRISIL A/Stable rating to the proposed Tier II bond issuance programme of the bank.
We could achieve a historic milestone of opening 101 branches in the 101[st] year of existence of the bank. Out of 101 branches, 9 branches were opened in the home state and remaining 92 branches were opened outside Kerala; thus embarking on our journey of becoming a leading bank with a PAN India presence.
The Annual Report of the Bank for the year 2020-21 is already made available to you and with your kind permission, I take it as read.
Let me summarise the major highlights of fiscal 2021:
On the top line, I take pride in announcing that in the centenary year the bank has grown a fourth of the total business it grew in the past 99 years. We cloaked an overall business growth of 24% where deposits grew by 21% and advances by 27%. Overall, CASA has grown by 33% and mix has improved to 32% from 29% yoy. Our net advances grew by 27% predominantly driven by 76% growth in gold loan portfolio. Agri & MFI vertical business crossed Rs 500 Crs. Two Wheeler Portfolio grew by 120%
Now coming to the financial performance;
The bank recorded an all-time high net profit of Rs 218.40 crore in FY21 as against Rs 12.72 crore in FY20, a whopping increase of 1,617 per cent. Our income too increased to Rs 2,273.11 crore in FY21 from Rs 1,731.50 crore in FY20. Interest income during the year was at Rs 1,872 crore as against Rs 1,510 crore in the previous year. Asset quality improved as the gross non-performing assets fell to 2.68 per cent of the gross advances as of March 31, 2021 as against 3.54 per cent by end of March 2020. In absolute value, the gross NPAs amounted to Rs 393.49 crore, compared with Rs 409.43 crore a year ago. Net NPAs also fell to 1.17 per cent from 1.91 per cent.
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Net Interest Income of the Bank improved from₹ 592 Cr to ₹ 941 Cr recording a growth rate of 59%.
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Treasury gains, Sale of PSLC, recovery of bad debts and growth in fee income helped to boost the Non Interest Income from ₹ 222 Cr to ₹ 401 Cr.
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Total staff cost for FY 21 amounted to ₹ 497 Cr with an increase of 50% y-o-y on account of increase in head count, the change in actuarial assumption on mortality, VRS, AS 15 provisions etc.
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Bank is holding an amount of ₹ 156 Cr as provision for NPA accounts over and above the RBI provisioning norms, as per the accelerated provisioning policy followed by the Bank. Further bank is holding an additional standard asset provision amounting to ₹ 89 Crs in excess of the RBI requirements.
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CD Ratio (Net) of the Bank improved by 345 bps (71.98% to 75.43%).
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CASA Ratio of the Bank improved to 32.19 % from 29.17%.
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Provision Coverage Ratio of the Bank stood at 84.89%.
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Yield on advances improved from 10.56 % to 10.97%.
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Cost of deposits reduced from 5.91% to 5.07%
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NIM improved from 3.74 % to 4.81 % with an increase of 107 bps.
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CRAR ratio of the Bank is 21.37 % against the regulatory requirement of 10.875%.
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Cost to income ratio of the Bank is 54.31% vis a vis 65.53% on 31.03.2020.
We continue to operate in a highly uncertain economic environment It will take some time for the real “UNLOCKING” to happen. Your bank is equipped to face this situation with a strong balance sheet. The total provisions that we are holding in excess of the RBI requirement as on 31.03.21 is about Rs 250 Crs,
We are optimistic that when the economy opens up, growth will come back with a vengeance. The key drivers for CSB for the current fiscal will be:
-
Focus on tapping the huge potential for gold loans where we have the experience and expertise
-
Encash the opportunities in the Agri and MSME segment
-
Grow SME/Corporate in select segments basis our risk perception
-
Roll out of new verticals in the retail segment
-
Tie-ups in business and digital space
-
Broadening the product suite
-
Quality customer acquisition
-
Creating a larger digital vision for the bank
We live in a VUCA world filled with Volatility, Uncertainty, Complexity and Ambiguity. In response we have another VUCA –
-
Vision to serve the stakeholders
-
Understanding of the needs of customers
-
Customer centric strategy
-
Agility in responses to crisis situations
In a crisis, action is more important than strategy. Throughout the pandemic situation, we have focused on ensuring the safety and well-being of our employees, while maintaining continuity of our
operations. CSB team was swift in taking charge of the situation, quickly adapted to the new ways of working and were productive and dedicated. I would like to appreciate all the firefighting the team has done and thank the employees for their remarkable contribution in such a difficult year. People who succeed have momentum. Am sure the team will leave no stone unturned to take this organisation to the next level in this financial year.
We aim to align with the shareholders’ interests and are committed to deliver long term value. Strategically we have drawn clear plans for the short, medium and long term goals and the experienced team on the ground is all set to execute it. Thank you for your continued support and for having faith in our ability to deliver.
I take this opportunity to thank the governments, regulators, stock exchanges and auditors for their support and guidance during FY 21 and request continued patronage from all the stake holders.
We have already started seeing visible upshots on the ground and are determined to constantly improve. We are working on improved product offerings and processes to bring in more customer delight. We are on a progressive journey with customer centricity. When I say customer centric, the most important aspect during this tough situation is “empathy “and we will behold it to the core. Am sure this attitude will make a difference. Storms make trees take deeper roots. We are well capitalised and have a resilient balance sheet and are poised for growth without any baggages of the past. Though we may have to wait for some time to understand the full impact of COVID 19, we are optimistic in our outlook to continue the good work in FY 22 as well.
Thank You
Place: Mumbai (C VR Rajendran) Date: August, 12, 2021 MD&CEO
Annexure- IV
Voting Results
| Date of the AGM/EGM | 12.08.2021 |
|---|---|
| Total number of shareholders on record date | 50649 |
| No. of shareholders present in the meeting either in person or through proxy: | |
| Promoters and Promoter Group: | NA |
| Public: | NA |
| No. of Shareholders attended the meeting through Video Conferencing | |
| Promoters and Promoter Group: | 1 |
| Public: | 63 |
Agenda-wise disclosure (to be disclosed separately for each agenda item)
Item 1: Adoption of audited financial statements for the financial year ended March 31, 2021 along with reports of the Board of Directors and the Auditors’ thereon
| Whether prom Resolution req |
Ordinary No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Ordinary No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Ordinary No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Ordinary No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Ordinary No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Ordinary No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Ordinary No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Ordinary No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624882 | 11.47148731 | 6622636 | 2246 | 99.966098 | 0.03390249 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624882 | 11.47148731 | 6622636 | 2246 | 99.9661 | 0.0339025 | |
| Total | 173485827 | 73673876 | 42.46679817 | 73671630 | 2246 | 99.99695 | 0.00304857 |
Item 2: Re-appointment of Retiring Director, Mr. Madhavan Menon (DIN: 00008542).
| Resolution req Whether prom |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21925946 | 16733 | 99.923742 | 0.076257781 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21925946 | 16733 | 99.92374 | 0.076257781 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624857 | 11.47144402 | 6602142 | 22715 | 99.657125 | 0.34287533 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624857 | 11.47144402 | 6602142 | 22715 | 99.65712 | 0.3428753 | |
| Total | 173485827 | 73673851 | 42.46678376 | 73634403 | 39448 | 99.94646 | 0.05354410 |
Item 3: Ratification of the additional fees to the Statutory Auditors, B S R & CO. LLP, Chartered Accountants Resolution required: (Ordinary/ Special) Ordinary
| Whether prom | No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624814 | 11.47136956 | 6622551 | 2263 | 99.965841 | 0.03415945 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624814 | 11.47136956 | 6622551 | 2263 | 99.96584 | 0.0341594 | |
| Total | 173485827 | 73673808 | 42.46675897 | 73671545 | 2263 | 99.99693 | 0.00307165 |
Item 4: Appointment of Joint Statutory Auditors and fixation of their remuneration
| Resolution req Whether prom |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6622314 | 11.46704062 | 6620052 | 2262 | 99.965843 | 0.03415724 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6622314 | 11.46704062 | 6620052 | 2262 | 99.96584 | 0.0341572 | |
| Total | 173485827 | 73671308 | 42.46531793 | 73669046 | 2262 | 99.99693 | 0.00307039 |
Item 5: Appointment of Ms. Sharmila Abhay Karve (DIN: 05018751) as Non-Executive Independent Director of the Bank. Resolution required: (Ordinary/ Special) Ordinary
| Whether prom | No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624874 | 11.47147345 | 6622607 | 2267 | 99.96578 | 0.03421952 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624874 | 11.47147345 | 6622607 | 2267 | 99.96578 | 0.0342195 | |
| Total | 173485827 | 73673868 | 42.46679356 | 73671601 | 2267 | 99.99692 | 0.00307707 |
Item 6: Appointment of Mr. Sudhin Bhagwandas Choksey (DIN: 00036085) as Non-Executive Independent Director of the Bank. Resolution required: (Ordinary/ Special) Ordinary
| Resolution req Whether prom |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624874 | 11.47147345 | 6622007 | 2867 | 99.956724 | 0.04327629 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624874 | 11.47147345 | 6622007 | 2867 | 99.95672 | 0.0432763 | |
| Total | 173485827 | 73673868 | 42.46679356 | 73671001 | 2867 | 99.99611 | 0.00389147 |
Item 7: Appointment of Mr. Sunil Srivastav (DIN: 00237561) as Non-Executive Independent Director of the Bank. Resolution required: (Ordinary/ Special) Ordinary
| Resolution req Whether prom |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624849 | 11.47143016 | 6622602 | 2247 | 99.966082 | 0.03391775 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624849 | 11.47143016 | 6622602 | 2247 | 99.96608 | 0.0339178 | |
| Total | 173485827 | 73673843 | 42.46677915 | 73671596 | 2247 | 99.99695 | 0.00304993 |
Item 8: Approval to appoint and the terms of appointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as the Part-time Chairman of the Bank.
| Resolution req Whether prom |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624814 | 11.47136956 | 6602284 | 22530 | 99.659915 | 0.34008502 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624814 | 11.47136956 | 6602284 | 22530 | 99.65991 | 0.3400850 | |
| Total | 173485827 | 73673808 | 42.46675897 | 73651278 | 22530 | 99.96942 | 0.03058075 |
| Item 9: Reapp Resolution req Whether prom |
Special No ointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No ointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No ointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No ointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No ointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No ointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No ointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No ointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624874 | 11.47147345 | 6602313 | 22561 | 99.65945 | 0.34054987 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624874 | 11.47147345 | 6602313 | 22561 | 99.65945 | 0.3405499 | |
| Total | 173485827 | 73673868 | 42.46679356 | 73651307 | 22561 | 99.96938 | 0.03062280 |
| Item 10: Reap Resolution req Whether prom |
Special No pointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No pointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No pointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No pointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No pointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No pointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No pointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Special No pointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non-Executive Independent Director of the Bank. uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624874 | 11.47147345 | 6602206 | 22668 | 99.657835 | 0.34216500 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624874 | 11.47147345 | 6602206 | 22668 | 99.65784 | 0.3421650 | |
| Total | 173485827 | 73673868 | 42.46679356 | 73651200 | 22668 | 99.96923 | 0.03076803 |
Item 11: Grant of 4,33,150 stock options to Mr. C. VR. Rajendran, Managing Director & CEO of the Bank as performance grant for the period December 09, 2016 to March 31, 2020.
Resolution required: (Ordinary/ Special)
Ordinary
| Whether prom | No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21913377 | 29302 | 99.866461 | 0.133538845 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21913377 | 29302 | 99.86646 | 0.133538845 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624822 | 11.47138341 | 6600062 | 24760 | 99.626254 | 0.37374589 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624822 | 11.47138341 | 6600062 | 24760 | 99.62625 | 0.3737459 | |
| Total | 173485827 | 73673816 | 42.46676358 | 73619754 | 54062 | 99.92662 | 0.07338021 |
Item 12: Payment of Variable Pay to Mr. C.VR. Rajendran, Managing Director & CEO of the Bank for the financial year 2019-20 Resolution required: (Ordinary/ Special) Ordinary
| Whether prom | No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 100 | 0 | |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624822 | 11.47138341 | 6604128 | 20694 | 99.687629 | 0.31237066 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624822 | 11.47138341 | 6604128 | 20694 | 99.68763 | 0.3123707 | |
| Total | 173485827 | 73673816 | 42.466764 | 73653122 | 20694 | 99.97191 | 0.02808868 |
Item 13: Revision in the fixed pay of Mr. C.VR. Rajendran (DIN - 00460061), Managing Director & CEO of the Bank, with effect April 1, 2020 and payment of variable pay for the FY 2020-21.
Resolution required: (Ordinary/ Special)
Ordinary
| Whether prom | No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
No oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 100 | 0 | |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624797 | 11.47134012 | 6603980 | 20817 | 99.685772 | 0.31422850 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624797 | 11.47134012 | 6603980 | 20817 | 99.68577 | 0.3142285 | |
| Total | 173485827 | 73673791 | 42.466749 | 73652974 | 20817 | 99.97174 | 0.02825564 |
Item 14: Appointment of Mr. Pralay Mondal (DIN: 00117994) as a Director of the Bank
| Resolution req Whether prom |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 100 | 0 | |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624822 | 11.47138341 | 6603294 | 21528 | 99.67504 | 0.32495967 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624822 | 11.47138341 | 6603294 | 21528 | 99.67504 | 0.3249597 | |
| Total | 173485827 | 73673816 | 42.466764 | 73652288 | 21528 | 99.97078 | 0.02922069 |
Item 15: Appointment of Mr. Pralay Mondal (DIN: 00117994) as the Deputy Managing Director of the Bank and approval for the terms of his appointment.
| Resolution req Whether prom |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
Ordinary No uired: (Ordinary/ Special) oter/ promoter group are interested in the agenda/resolution? |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 100 | 0 | |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 21942679 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624657 | 11.4710977 | 6603109 | 21548 | 99.67473 | 0.32526967 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624657 | 11.4710977 | 6603109 | 21548 | 99.67473 | 0.3252697 | |
| Total | 173485827 | 73673651 | 42.466668 | 73652103 | 21548 | 99.97075 | 0.02924791 |
Item 16: Approve amendment in ‘CSB Employee Stock Option Scheme 2019’
| Whether prom Resolution req |
Special No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Special No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Special No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Special No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Special No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Special No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Special No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
Special No oter/ promoter group are interested in the agenda/resolution? uired: (Ordinary/ Special) |
|---|---|---|---|---|---|---|---|---|
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1)] * 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
~~% of~~ Votes in favour on votes polled (6)=[(4)/ (2)]*100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 86262976 | 45106315 | 52.28931007 | 45106315 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 29471996 | 21942679 | 74.45263972 | 18694770 | 3247909 | 85.198211 | 14.80178879 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 29471996 | 21942679 | 74.45263972 | 18694770 | 3247909 | 85.19821 | 14.80178879 | |
| Public- Non Institutions |
E-Voting | 57750855 | 6624657 | 11.4710977 | 6603096 | 21561 | 99.674534 | 0.32546591 |
| Poll | NA | NA | NA | NA | NA | NA | NA | |
| Postal Ballot (if applicabl e) |
NA | NA | NA | NA | NA | NA | NA | |
| Total | 57750855 | 6624657 | 11.4710977 | 6603096 | 21561 | 99.67453 | 0.3254659 | |
| Total | 173485827 | 73673651 | 42.466668 | 70404181 | 3269470 | 95.56223 | 4.43777383 |
-
FIH Mauritius Investments Ltd., Promoters of the Bank, have voted to the total extent of their shareholding in the bank. However, pursuant to Section 12(2) of the Banking Regulation Act, 1949 and a Gazette Notification no. DBR.PSBD. No. 1084/16.13.100/2016-17 dated July 21, 2016, voting rights of FIHM are currently capped at 26% of the total voting rights of the Bank at present, even though they hold 49.72% of the paid up capital of the Bank. Hence, only 26% of their voting is taken into consideration.
-
50,00,000 equity shares held by CSB ESOS Trust, Non Promoter-Non Public shareholder, does not feature in this result, as they do not have voting rights in terms of Regulation 3 (5) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
Annexure- V
==> picture [610 x 147] intentionally omitted <==
12.08.2021
To
Mr.C.VR. Rajendran Managing Director and CEO CSB BANK LIMITED Registered Office: "CSB Bhavan" Post Box No.502 St. Mary's College Road Thrissur, Kerala- 680020
Sir,
Sub: Report of the Scrutinizer on Remote Electronic Voting and Electronic Voting during the Annual General Meeting
I, CS Vincent P.D., Company Secretary in Practice, holding Membership Number: FCS – 3067 and Certificate of Practice Number – 7940, Managing Partner, SVJS & Associates, Company Secretaries, 65/2364 A, Ponoth Road, Kaloor, Kochi, Ernakulam, Kerala- 682017 have been appointed by the Board of Directors of CSB BANK LIMITED (CIN: U65191KL1920PLC000175) having Registered Office at "CSB Bhavan", Post Box No.502, St. Mary's College Road, Thrissur, Kerala- 680020, as the Scrutinizer for the Electronic Voting in connection with resolutions included in the notice calling the 100[th] Annual General Meeting of the shareholders of the Company held on Thursday, the 12[th] day of August, 2021 at 11.00 A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
Page 1 of 6
==> picture [610 x 147] intentionally omitted <==
The Company has appointed National Securities Depository Limited (NSDL), as the Service Provider, for extending the facility for the Electronic Voting to the shareholders of the Company. Link Intime India Pvt.Ltd., is the Registrar and Share Transfer Agent of the Company.
As the Scrutinizer, I report that in compliance of the provisions of Rule 20 (4) (vi) of the Companies (Management and Administration) Rules 2014, as amended, the above Remote Electronic Voting remained open to the members from Monday, the 9[th] day of August, 2021 at 9.00 A.M to Wednesday, the 11[th] day of August, 2021 at 5.00 P.M. Further the Remote E-Voting period was completed on the date preceding the date of Annual General Meeting.
At the Annual General Meeting, the Company facilitated the members present in meeting through VC/OAVM facility and have not cast their votes through Remote E-voting facility to cast their vote through E-voting facility provided during the Annual General Meeting in compliance with the provisions of Rule 20 (4) (viii) of the Companies (Management and Administration) Rules, 2014, as amended.
On completion of the E-Voting, in compliance of the provisions of Rule 20 (4) (viii) and (xii) of the Companies (Management and Administration) Rules 2014, as amended, I have unblocked the votes on Thursday, the 12[th] day of August, 2021.
The following is the summary of e-voting result:
Page 2 of 6
==> picture [610 x 147] intentionally omitted <==
| ASSENT / IN FAVOUR OF | ASSENT / IN FAVOUR OF | ASSENT / IN FAVOUR OF | DISSENT / AGAINST |
DISSENT / AGAINST |
|||
|---|---|---|---|---|---|---|---|
| Res olut ion No. |
Subject Matter of Resolution |
Total No. of shares through E- voting* |
No. of Votes through E- voting* |
% of votes in favour on votes throug h E- voting |
% of Paid Up Capital |
No. of Votes through E-voting |
% of votes against on votes throug h E- voting |
| ORDINARY BUSINESS | |||||||
| 1. | Adoption of audited financial statements for the financial year ended March 31, 2021 along with reports of the Board of Directors and the Auditors’ thereon |
73673876 | 73671630 | 100% | 42.47% | 2246 | 0% |
| 2. | Re-appointment of Retiring Director, Mr. Madhavan Menon(DIN: 00008542). |
73673851 | 73634403 | 99.95% | 42.44% | 39448 | 0.05% |
| 3. | Ratification of the additional fees to the Statutory Auditors, B S R & CO. LLP, Chartered Accountants |
73673808 | 73671545 | 100% | 42.47% | 2263 | 0% |
| 4. | Appointment of Joint Statutory Auditors and fixation of their remuneration |
73671308 | 73669046 | 100% | 42.46% | 2262 | 0% |
| SPECIAL BUSINESS (Ordinary Resolution) |
Page 3 of 6
==> picture [610 x 147] intentionally omitted <==
| 5. | Appointment of Ms. Sharmila Abhay Karve (DIN: 05018751) as Non- Executive Independent Director of the Bank. |
73673868 | 73671601 | 100% | 42.47% | 2267 | 0% |
|---|---|---|---|---|---|---|---|
| 6. | Appointment of Mr. Sudhin Bhagwandas Choksey (DIN: 00036085) as Non- Executive Independent Director of the Bank. |
73673868 | 73671001 | 100% | 42.47% | 2867 | 0% |
| 7. | Appointment of Mr. Sunil Srivastav (DIN: 00237561) as Non- Executive Independent Director of the Bank. |
73673843 | 73671596 | 100% | 42.47% | 2247 | 0% |
| 8. | Approval to appoint and the terms of appointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as the Part- time Chairman of the Bank. |
73673808 | 73651278 | 99.97% | 42.45% | 22530 | 0.03% |
| SPECIAL BUSINESS (Special Resolution) | |||||||
| 9. | Reappointment of Mr. Madhavan Aravamuthan (DIN: 01865555) as Non- Executive Independent Director of the Bank. |
73673868 | 73651307 | 99.97% | 42.45% | 22561 | 0.03% |
| 10. | Reappointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as Non- Executive Independent Director of the Bank. |
73673868 | 73651200 | 99.97% | 42.45% | 22668 | 0.03% |
| SPECIAL BUSINESS(Ordinary Resolution) |
Page 4 of 6
==> picture [610 x 147] intentionally omitted <==
| 11. | Grant of 4,33,150 stock options to Mr. C. VR. Rajendran, Managing Director & CEO of the Bank as performance grant for the period December 09, 2016 to March 31, 2020. |
73673816 | 73619754 | 99.93% | 42.44% | 54062 | 0.07% |
|---|---|---|---|---|---|---|---|
| 12. | Payment of Variable Pay to Mr. C.VR. Rajendran, Managing Director & CEO of the Bank for the financialyear 2019-20. |
73673816 | 73653122 | 99.97% | 42.45% | 20694 | 0.03% |
| 13. | Revision in the fixed pay of Mr. C.VR. Rajendran (DIN - 00460061), Managing Director & CEO of the Bank, with effect April 1, 2020 and payment of variable pay for the FY 2020-21. |
73673791 | 73652974 | 99.97% | 42.45% | 20817 | 0.03% |
| 14. | Appointment of Mr. Pralay Mondal (DIN: 00117994) as a Director of the Bank |
73673816 | 73652288 | 99.97% | 42.45% | 21528 | 0.03% |
| 15. | Appointment of Mr. Pralay Mondal (DIN: 00117994) as the Deputy Managing Director of the Bank and approval for the terms of his appointment. |
73673651 | 73652103 | 99.97% | 42.45% | 21548 | 0.03% |
| SPECIAL BUSINESS(Special Resolution) | |||||||
| 16. | Approve amendment in ‘CSB Employee Stock Option Scheme 2019’ |
73673651 | 70404181 | 95.56% | 40.58% | 3269470 | 4.44% |
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==> picture [610 x 147] intentionally omitted <==
All resolutions stand passed under E-voting as Ordinary and Special resolutions with requisite majority as specified under the Companies Act, 2013.
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FIH Mauritius Investments Ltd., Promoters of the Bank, have voted to the total extent of their shareholding in the bank. However, pursuant to Section 12(2) of the Banking Regulation Act, 1949 and a Gazette Notification no. DBR.PSBD. No. 1084/16.13.100/2016-17 dated July 21, 2016, voting rights of FIHM are currently capped at 26% of the total voting rights of the Bank at present, even though they hold 49.72% of the paid up capital of the Bank. Hence, only 26% of their voting is taken into consideration.
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50,00,000 equity shares held by CSB ESOS Trust, Non Promoter-Non Public shareholder, does not feature in this result, as they do not have voting rights in terms of Regulation 3 (5) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
Thank you Yours faithfully
UDIN: F003067C000772132
For SVJS & Associates Company Secretaries
PARAMBIL Digitally signed by PARAMBIL DEVASSY DEVASSY VINCENT Date: 2021.08.12 VINCENT 18:37:39 +05'30'
RAJENDRAN CHINNA VEERAPPAN Digitally signed by RAJENDRAN CHINNA VEERAPPAN DN: c=IN, st=Kerala, 2.5.4.20=8fb6fca12628088c643cfb98749370adb52557534dabe684be3479d361bfb5a8, postalCode=680553, street=FLAT NO 1053, 5TH FLOOR, SOBHA TOPAZ, SOBHA CITY, PUZHAKKAL, serialNumber=727d00b661ed8e271495658f43cee0abde7495b531d37d834e1845cf0cbed226, o=Personal, cn=RAJENDRAN CHINNA VEERAPPAN, pseudonym=5af342f853fe1224573be0fd9c2e7b8c Date: 2021.08.12 18:48:47 +05'30'
Vincent P.D. Managing Partner M.No.3067, CoP No.7940
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