REG - Federal Bank Ltd The - Notice of Annual General Meeting <Origin Href="QuoteRef">FED.NS</Origin> - Part 2
01/08/2016 14:25
- Part 2: For the preceding part double click ID:nRSA8685Fa
Personal Fixed pay `42,50,000/- per annum i) Basic Salary ` 20,00,000/- per annumii) Personal Fixed pay ` 45,00,000/- per annum
Total ` 57,50,000/- per annum ` 65,00,000/-per annum
2. House Rent allowance ` 1680000/- Leased accommodation @ ` 18,50,000/- per annum or own arrangement @ `.14,00,000/- per annum
3. Entertainment Allowance Bank's Corporate Membership of One club Bank's Corporate Membership of One club
4. Performance linked incentive `. 650000 With prior approval of RBI
Perquisites
1. Free furnished House Nil Nil
2. Driver's Wages ` 1,44,000 per annum `. 2,20,000/- per annum
3. Free Use of Bank's Car fora. Official Purposesb. For private purposes on compensating the Bank with suitable amount Entitled to use Bank's car for Official purpose and for private purpose ` 250/- per month will be recovered. Entitled to use Bank's Car for official purposes and private purposes.
4. Provident Fund 10 % of Basic Salary (`15,00,000) per annum 10 % of Basic Salary (`.2,00,000) per annum
5. Pension Not eligible Not Eligible
6. Gratuity As applicable As applicable
7. A. Travelling B. Halting Allowances Actual expenses incurred, supported by bills Actual expenses incurred, supported by bills
8. Medical Benefits Reimbursement of medical expenses, including hospitalization in full for self & spouse and to the extent of 50 % for dependants. Reimbursement of medical expenses, including hospitalization in full for self & dependents.
Other Benefits
9. ESOS Total granted14,00,000 options With prior approval of RBI
10. Official Travel Highest class by whichever mode within the country and business class by Air on foreign travel. Highest class by whichever mode within the country and business class by Air on foreign travel.
11. Personal Accident Insurance Coverage ` 30,00,000/- Coverage ` 30,00,000/-
12. Telephone, mobile and Ipad ` 1,36,000/- Actual of cost and call charges.
13. Leave Fare Concession Once in a year for Domestic travel by highest class by whichever mode of travel. Reimbursement is limited to actual expenses incurred for foreign travel business class by Once in a year for Domestic travel by highest class by whichever mode of travel anywhere in India. Once in two years for foreign travel and reimbursement is limited to ` 1,25,000/- per person.
air. Reimbursement is limited to business class fare between Kochi and New Delhi.
Mr. Ashutosh Khajuria is a director in following other companies
IDBI Federal Life Insurance Company Limited - Director
Currently he is on the committee of the Board of following Companies
IDBI Federal Life Insurance Company Limited- Member (Business Development
Committee, Investment Committee and Risk Management Committee)
Presently he is a member of Committee to Review Large Value Fraud, Customer
Service & Marketing Strategy Committee, Investor Grievance, Share Transfer &
Stakeholder Relationship Committee, Corporate Social Responsibility Committee
and Performance Review Committee of the Board of the Bank. Mr. Ashutosh
Khajuria attended one Board meeting in Financial Year 2015-16 after becoming a
Board member. Mr. Ashutosh Khajuria holds 42000 shares of the Bank as on 31
March 2016 in his personal capacity only.
Mr. Ashutosh Khajuria is not related to any other Director of the Bank.
The Bank has received a notice under Section 160 of the Companies Act, 2013
from a member signifying his intention to propose Mr. Ashutosh Khajuria as a
candidate for the office of Director of the Bank and the requisite deposit of
` 1,00,000 has also been received by the Bank along with such notice.
Accordingly, your Directors recommend the passing of Resolution No 9, for the
appointment of Mr. Ashutosh Khajuria as the Executive Director & Chief
Financial Officer of the Bank as per the terms and conditions of appointment
mentioned herewith, for a period of two years, with effect from 28th January
2016, in terms of Reserve Bank of India's approval.
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution No. 9 of the Notice except Mr.
Ashutosh Khajuria.
Item No.10
The Board of Directors of the Bank at its meeting held on 10th March 2016 had
approved the proposal for appointment of Mr. Ganesh Sankaran as Executive
Director of the Bank for a period of two years w.e.f 04th July 2016,for which
RBI approval was obtained vide its letter no. DBR. Appt
No.163/08.38.001/2016-17 dated 04th July 2016 and as such Mr. Ganesh Sankaran
took charge as Executive Director of the Bank w.e.f 04th July 2016 after
getting the RBI approval.
Mr. Ganesh Sankaran aged 46 years is an alumnus of VJTI Mumbai and also has a
Masters degree in Business Administration from Symbiosis Institute of Business
Management.
He brings banking experience of over 20 years across Relationship and Risk
functions. He has top quality exposure in building corporate relationships and
providing strategic direction for managing credit risk across diverse
verticals. He was a senior leader in wholesale banking at HDFC Bank and was
responsible for managing the balance sheet and profitability for the corporate
bank as well as influencing and driving strategic initiatives. He brings
firsthand experience to risk dimensions in several key domains such as SME,
commercial transportation, agriculture lending, microfinance and sustainable
livelihood, large ticket retail lending, risk intelligence & control etc.
At Federal Bank, he will be in charge of creating a robust Wholesale bank as
well as bringing senior leadership strategy insight in building a high quality
franchise. He is expected to play a significant role in the organization vide
maximization & optimization initiatives, for enhancement of stakeholders
value. Mr. Ganesh Sankaran represents sectors Banking, credit and risk
management as per section 10 A of the Banking Regulation Act,1949.
Remuneration/Terms and Conditions of Mr. Ganesh Sankaran, Executive Officer of
the Bank, as approved by RBI is shown below:
Remuneration Terms and Conditions as Executive Director and approved by RBI
1 2
1. Salary iii) Basic Salary ` 20,00,000/- per annumii) Personal Fixed pay ` 45,00,000/- per annum
Total ` 65,00,000/-per annum
2. House Rent allowance Leased accommodation @ ` 18,50,000/- per annum or own arrangement @ ` 14,00,000/- per annum
3. Entertainment Allowance Bank's Corporate Membership of One club
4. Performance linked incentive With prior approval of RBI
Perquisites
1. Free furnished House Nil
2. Driver's Wages ` 2,20,000/- per annum
3. Free Use of Bank's Car fora) Official Purposesb) For private purposes on compensating the Bank with suitable amount Entitled to use Bank's Car for official purposes and private purposes.
4. Provident Fund 10 % of Basic Salary (`.2,00,000) per annum
5. Pension Not Eligible
6. Gratuity As applicable
7. A. Travelling B. Halting Allowances Actual expenses incurred, supported by bills
8. Medical Benefits Reimbursement of medical expenses, including hospitalization in full for self & dependents.
Other Benefits
9. ESOS With prior approval of RBI
10. Official Travel Highest class by whichever mode within the country and business class by Air on foreign travel.
11. Personal Accident Insurance Coverage ` 30,00,000/-
12. Telephone, mobile and Ipad Actual of cost and call charges.
13. Leave Fare Concession Once in a year for Domestic travel by highest class by whichever mode of travel anywhere in India. Once in two years for foreign travel and reimbursement is limited to ` 1,25,000/- per person.
14. Leave Encashment Once in a year, maximum 30 days. Balance privilege leave is encashable on retirement.
Mr. Ganesh Sankaran does not hold directorship in any other companies. Ganesh
Sankaran is not related to any other Director of the Bank.
The Bank has received a notice under Section 160 of the Companies Act, 2013
from a member signifying his intention to propose Mr. Ganesh Sankaran as a
candidate for the office of Director of the Bank and the requisite deposit of
` 1,00,000 has also been received by the Bank along with such notice.
Accordingly, your Directors recommend the passing of Resolution No 10, for the
appointment of Mr. Ganesh Sankaran as the Executive Director of the Bank as
per the terms and conditions of appointment mentioned herewith, for a period
of two years, with effect from 04th July 2016, in terms of Reserve Bank of
India's approval.
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution No. 10 of the Notice except Mr.
Ganesh Sankaran.
Item No.11
The Board of Directors of the Bank had in its meeting dated 19th December
2015, approved a variable pay of ` 7.00 Lakh for the financial year ended 31
March 2015 to Mr. Abraham Chacko, erstwhile Executive Director of the Bank,
for which approval from Reserve Bank of India was obtained vide its letter
DBR.Appt.No.11322/08.38.001/2015-16 dated March 10, 2016.
Accordingly, your Directors recommend the passing of Resolution No 11, in
terms of Reserve Bank of India's approval for the payment of variable pay to
Mr. Abraham Chacko, erstwhile Executive Director the Bank.
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 11 of the Notice.
Item No.12
The Board of the Bank had in its meeting dated 30th April 2016, approved the
amendment to be made to the Memorandum and Articles of the Bank in line with
the new Companies Act, 2013,SEBI (Listing Obligations and Disclosure
Requirement) Regulations,2015, Banking Regulation Act, 1949/ Banking Law
(Amendment) Act, 2012 and other regulatory requirements and recommends to the
shareholders for approval. The Bank is engaged in the activity of Depository
Services and is rendering services as Depository Participant of NSDL since
2000. Inorder to align the activities undertaken by the Bank, under separate
headings it has been mentioned as "objects of the company to be pursued by the
Bank immediately on its incorporation" as clause 3.a and "objects which are
necessary for furtherance of the objects specified in clause 3.a are" as
clause 3.b in the Memorandum of Association.
An additional clause 't' have been added to the ancilliary activities
undertaken by the Bank to specifically include the services rendered by the
Bank as Depository Participant and its related services and as per the
guidelines issued by NSDL to specifically include the Depository Services
rendered by the companies in the Memorandum of Association , and as such the
same is included. The Liability clause has also been amended to make it in
line with the Companies Act,2013, and all these are now placed for
shareholders approval.
Accordingly, your Directors recommend the passing of Resolution No 12, for
amendment of Memorandum of Association of the Bank as recommended by the Board
of the Bank.
None of the directors/key managerial personnel of the Bank or their relatives
are concerned or interested in the resolution.
Item No.13
The Board of the Bank had in its meeting dated 30th April 2016, approved the
amendment to be made to the Memorandum and Articles of the Bank in line with
the new Companies Act, 2013,SEBI (Listing Obligations and Disclosure
Requirement) Regulations,2015, Banking Regulation Act, 1949/ Banking Law
(Amendment) Act, 2012 and other regulatory requirements and recommends the
same for shareholders approval.
Inorder to make the Articles of Association of the Bank in the line with the
new regulatory requirements, the material changes that have been proposed in
the revised draft of the Articles of Association of the Bank, are reproduced
below:
An Indicative list of amendments proposed in the Articles of Association of
the Bank is as shown below:
1. Article 1 would be substituted as follows:
"The regulations contained in Table-F in the first schedule of the Companies
Act, 2013 shall not apply to this Bank except so far as they or any of them
have been adopted in these Articles."
2. Article 1A^ would be substituted as follows:
"The provisions of the Memorandum and Articles of Association of the Bank are
subject to the provisions of the Companies Act, 2013, (hereinafter referred to
as the "Companies Act", which includes rules framed under the Companies Act
(herein after referred to as "the Rules"), regulations, notifications,
orders, circulars made thereunder alongwith any statutory modification or
re-enactment thereof for the time being in force) and the Banking Regulation
Act, 1949, (herein after referred to as "the B R Act", which includes any
statutory modification or re-enactment thereof for the time being in force),
which shall have effect notwithstanding anything to the contrary contained in
the Memorandum or Articles of Association of the Bank."
3. Sub-clauses g, h and i added in Article 2 as follows:
g- "B R Act" means Banking Regulations Act, 1949 or any statutory modification
or re-enactment thereof brought in this Act.
h- "Companies Act" means Companies Act, 2013 or any statutory modification or
re-enactment thereof brought in this Act.
i- "Listing Regulations" means Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
4. Article 4A is added after Article 4 as follows:
Article 4A- Paid up and Subscribed Capital
The subscribed capital of the Bank shall not, at any time, be less than one-
half of the authorised share capital of the Bank, and the paid-up share
capital of the Bank shall not be less than one-half of the subscribed share
capital provided that when the capital is increased, the proportion between
the subscribed share capital and the authorised share capital and the
proportion between the paid-up share capital and the subscribed share capital
as aforesaid may, however, be secured within such period as may be determined
by the Reserve Bank of India not exceeding two years from the date of such
increase.
5. Article 9A is added after Article 9 as follows:
Article 9A-Buy Back of shares
Notwithstanding anything contained in these Articles, but subject to the
provisions of Sections 68 to 70 of the Companies Act and any other applicable
provision of the Companies Act or any other law for the time being in force,
the Bank may purchase its own shares or other specified securities.
6. Article 10 would be substituted as follows:
Subject to the provisions of Section 61, the Bank may in general meeting by
ordinary resolution:
(a) Consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(b) Sub-divide its shares, or any of them into shares of smaller amount than
is fixed by the Memorandum of Association, so however that in the subdivision
the proportion between the amount paid and the amount, if any unpaid on each
reduced share shall be the same as it was in the case of the share from which
the reduced share is derived and the same proportionate liability shall
continue on the shares so reduced or increased as existed on the original
shares before such subdivision or consolidation.
c) And cancel shares which at the date of passing of the Resolution in that
behalf, have not been taken or agreed to be taken by any person and diminish
the amount of its issued share capital by the amount of the share so
cancelled
Such cancellation of share shall not be deemed to be reduction of share
capital within the meaning of the Companies Act.
7. Article 11 would be substituted as follows:
(1) The Bank may exercise the powers of paying commissions conferred by
Section 40(6) of the Companies Act, provided that the rate or the amount of
the commission paid or agreed to be paid shall be disclosed in the manner
required by that section and Rules made thereunder.
(2) The rate or amount of the commission shall not exceed the rate or amount
prescribed as per the regulatory requirements.
(3) The commission may be satisfied by the payment of cash or the allotment of
fully or partly paid shares/ debentures or partly in the one way and partly in
the other.
(4) The Bank shall also be entitled to make bulk placement of shares,
debentures or debenture stock to national or trans-national financial
institutions on such terms and conditions in accordance with the statutory
regulations applicable to such issues or placements.
8. Article 13 would be substituted as follows:
Except as required by law, no person shall be recognised by the Bank as
holding any share upon any trust, and the Bank shall not be bound by, or be
compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only as by these
regulations or by law otherwise provided) any other rights in respect of any
share except an absolute right to the entirety thereof in the registered
holder.
9. Article 14 would be substituted as follows:
1) Share certificates shall be issued in market lots and no fee shall be
charged for the same, at the time of allotment.
(2) Every person whose name is entered as a member in the register of members
shall be entitled to receive, within two months from the date of allotment or
such other period as may be prescribed by law and within fifteen days of
receipt by the Bank of request for transfer, after receipt of documents as per
the Companies Act, the Rules made thereunder and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") as amended from time to time:
(a) One or more certificates for all his shares without payment, subject to
clause (1) above.
(b) Several certificates, each for one or more of his shares, upon request
without making any charge for such splitting or consolidation into market
units of trading
(c) Every certificate shall be under seal of the Bank and shall specify the
shares to which it relates and the amount paid up thereon.
(d) In respect of any share or shares held jointly by several persons, the
Bank shall not be bound to issue more than one certificate, and delivery of a
certificate for a share to the person whose name stands first in the register
of members of the Bank as one of the joint holders shall be sufficient
delivery to all such holders.
Provided that in the issue of share certificates, the Board shall comply with
the provisions of the Companies (Share Capital and Debenture) Rules, 2014 and
Listing Regulations as amended from time to time.
The Bank shall ensure that transmission requests are processed for securities
held in dematerialized mode and physical mode within seven days and twenty one
days respectively, after receipt of the specified documents as per the
Companies Act, the Rules made thereunder and Listing Regulations as amended
from time to time.
10. Article 15 would be substituted as follows:
If any share certificate be worn out, defaced, mutilated or torn or if there
be no further space on the back for endorsement of transfer, then upon
production and surrender thereof to the Bank, a new certificate may be issued
in lieu thereof, and if any certificate is lost or destroyed then upon proof
thereof to the satisfaction of the Bank and on execution of such indemnity and
the payment of out of pocket expenses incurred by the Bank in investigating
evidence, as the Directors think fit, a new certificate in lieu thereof shall
be given to the party entitled to. Every certificate under this Article shall
be issued on payment of such fee as may be permitted under regulations.
11. Article 16 would be substituted as follows:
(1) The Board may, from time to time, make calls upon the members in respect
of any monies unpaid on their shares (whether on account of the nominal value
of the shares or by way of premium).
Provided that no call shall exceed one-fourth of the nominal value of the
share or be payable at less than one month from the date fixed for the payment
of the last preceding call.
(2) Each member shall subject to receiving at least 14 days notice specifying
the time or times and place of payment, pay to the Bank at the time or times
and place so specified, the amount called on his shares.
(3) A call may be revoked or postponed at the discretion of the Board.
12. Article 29 would be substituted as follows:
The Bank shall keep a book called the "Register of Transfers and Transmission"
and therein shall be entered the particulars of every transfer or transmission
of any share in the Bank, in accordance with the regulations applicable from
time to time. Provided however the Bank may be entitled to keep and maintain
such registers through electronic mode in accordance with law.
Subject to the provisions of the Companies Act, the register of members may be
closed for any period not exceeding in the aggregate 45 days in a year but not
exceeding 30 days at any one time.
On giving not less than seven working days' previous notice in accordance with
Section 91 of the Companies Act, the Rules made thereunder and as per the
Listing Regulations, the registration of transfers may be suspended at such
times and for such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty
days at any one time or for more than forty-five days in the aggregate in any
year.
13. Sub clause (3) to be added in Article 30 as follows:
(3)The Bank shall comply with the requirements of the Companies Act, the Rules
made thereunder and the Listing Regulations in respect of execution of
transfers.
14. Article 31 would be substituted as follows:
The Board may decline to register any transfer of shares not being fully paid
up, to a person of whom they do not approve and may also decline to register
the transfer of shares on which the Bank has a lien. Subject to the provisions
of the Companies Act, the Register of Members may be closed for any period not
exceeding in the aggregate 45 days in a year, but not exceeding 30 days at any
one time. The Bank may decline to register any instrument of transfer:
Unless the instrument of transfer is accompanied by the Certificate of shares
to which it relates, and such other evidence as the Directors my reasonably
require to show the right of the transferor to make the transfer;
The Bank shall not register transfer when any statutory prohibition or any
attachment or prohibitory order of a competent authority restrains it from
transferring the securities from the name of the transferor(s).The Bank shall
not register the transfer of its securities in the name of the transferee(s)
when the transferor(s) objects to the transfer:
Provided that the transferor serves on the Bank, within sixty working days of
raising the objection, a prohibitory order of a Court of competent
jurisdiction.
Provided that registration of transfer of shares shall not be refused on the
ground of the transferor being either alone or jointly with any other person
or persons indebted to the Bank on any account whatsoever except a lien on the
shares.
15. Article 31A would be substituted as follows:
Acquisition of shares or voting rights therein, by a person directly or
indirectly, by himself or acting in concert with any other person which taken
together with shares and voting rights, if any, held by him or his Relative or
Associate Enterprise or person acting in concert with him, makes the applicant
to hold five per cent or more of the paid-up share capital of the Bank or
entitles him to exercise five per cent or more of the voting rights in the
Bank should be effected by such person(s) after obtaining prior approval of
Reserve Bank of India.
For the purpose of this Article-
(a) "Associate Enterprise" means a company whether incorporated or not which
(i) is a holding company or a subsidiary company of the applicant or
(ii) is a Joint Venture of the applicant or
(iii) controls the composition of the Board of Directors or other body
governing the applicant or
(iv) exercises in the opinion of the Reserve Bank of India significant
influence on the applicant in taking financial or policy decisions or
(v) is able to obtain economic benefits from the activities of the applicant;
(b) "Relative" shall mean relative as defined in the Companies Act as amended
from time to time.
(c) Persons shall be deemed to be "acting in concert" who for a common
objective or purpose of acquisition of shares or voting rights in excess of
the percentage mentioned in Section 12(B) of the B R Act pursuant to an
agreement or understanding (formal or informal) directly or indirectly
co-operate by acquiring or agreeing to acquire shares or voting rights in the
banking company.
(d) "Joint Venture" means a legal entity in the nature of a partnership
engaged in the joint undertaking of a particular transaction for mutual profit
or an association of persons or companies jointly undertaking some commercial
enterprise wherein all contribute assets and share risks.
Before issuing or allotting any share to any person or registering the
transfer of shares in the name of any person the Bank shall ensure that the
requirements mentioned in the sub-section (1) of the BR Act are complied with
by that person and where the acquisition is with the approval of the Reserve
Bank, the Bank shall further ensure that the conditions imposed under
sub-section(4) of the BR Act, if any, of such approval are fulfilled.
16. Article 42 would be substituted as follows:
Not less than clear twenty one days' notice specifying the place, date, day
and hour of the meeting and containing a statement of such business to be
transacted at the meeting shall be given to the members in the manner
prescribed by the Companies Act and the Rules made thereunder. A general
meeting may be called at a shorter notice if consent is given in writing or by
electronic mode by not less than ninety-five per cent of the members entitled
to vote at such meetings.
In case of special business, general nature of such business shall be given to
the members in the manner hereinafter provided.
17. Article 44 would be substituted as follows:
(1) No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business.
(2) The quorum for the general meetings shall be as provided in Section 103 of
the Companies Act.
18. Article 45 would be substituted as follows:
(1) The Chairperson of the Board shall preside as Chairperson at every Annual
General Meeting of the Bank.
(2) If there is no such Chairperson, or if he is not present within fifteen
minutes after the time appointed for holding the meeting or is unwilling to
act as Chairperson of the meeting, the directors present shall elect one of
their members to be the Chairperson of the Meeting.
(3) If at any meeting no director is willing to act as Chairperson or if no
Director is present within fifteen minutes after the time appointed for
holding the meeting, the members present shall choose one of their members to
be Chairperson of the meeting.
19. Article 48 would be substituted as follows:
(1) At any general meeting a poll may be ordered to be taken by the
Chairperson on his own motion.
(2) A poll shall be ordered to be taken by Chairperson of the meeting on a
demand made in that behalf by any member or members present in person or by
proxy and holding shares in the Bank:
(i) which confer a power to vote on the resolution not being less than one
tenth of the total voting power in respect of the resolution, or
(ii) holding shares on which an aggregate sum of not less than five lakh
rupees, or such other amount as may be prescribed from time to time, has been
paid-up.
(3) The demand for a poll may be withdrawn at anytime by the person or persons
who made the demand.
(4) Unless a poll is demanded as aforesaid, a declaration by the Chairperson
that a resolution has been carried or carried by a particular majority, or
lost or not carried by a particular majority or an entry to that effect in the
book of proceedings of the Bank, shall be conclusive evidence of the fact
without proof of the number of proportion of the votes recorded in favour of
or against such resolution.
20. Article 51 would be substituted as follows:
A member may exercise his vote at a general meeting by electronic means in
accordance with Section 108 of the Companies Act and shall vote only once.
Subject to any rights or restrictions for the time being attached to any class
or classes of shares-
(a) on a show of hands every member present in person shall have one vote;
(b) On a poll or voting through electronic means, the voting rights of members
shall be as laid down in the Companies Act subject to the provisions of B R
Act and other applicable statutory regulations.
(c) The Bank shall seek approval of the shareholders through postal ballot if
so specified under law with respect to the matters specified therein and in
manner prescribed in the Rules from time to time and postal ballot shall
include voting through electronic means.
d) A member may exercise his vote by electronic means in accordance with
Section108 of the Companies Act and shall vote only once.
21. Article 63(a) would be substituted as follows:
1. Two-thirds of the total number of Directors shall be persons whose
period of office shall be liable to determination by retirement by rotation
(hereinafter referred to as "rotational Directors"), and be appointed by the
Bank in General Meeting or by way of additional directors. One-third of such
Directors for the time being as are liable to retire by rotation, or if their
number is not three or a multiple of three, then the number nearest to
one-third, shall retire from office at every Annual General Meeting.
For the purpose of this Article, Independent Directors appointed on the Board
of the Bank shall not be included for the purpose of calculation of retiring
Directors nor shall they be liable to retire by rotation.
2. The Directors to retire by rotation under this Article at every Annual
General Meeting shall be those who have been longest in office since their
last appointment but as between persons who became Directors on the same day,
those who are to retire shall, in default of and subject to any agreement
among themselves be determined by lot.
3. At the annual general meeting at which a Director retires as
aforesaid, the Bank may fill the vacancy by appointing the retiring Director
or some other person thereto in accordance with the applicable provisions of
the Companies Act.
4. The Bank shall appoint a woman Director (whether Independent or
Non-Independent) on the Board pursuant to provisions of Section 149(1) of the
Companies Act and the Rules framed thereunder. The provisions relating to
appointment of directors shall be applicable to appointment of woman
Director.
5. The Bank shall appoint such number of Independent Directors as it may deem
fit, for a term specified in the resolution of the shareholders appointing
him/her. An Independent Director may be appointed to hold office for such
term(s) and in such manner as mentioned in the Companies Act and rules framed
thereunder from time to time. The provisions relating to retirement of
directors by rotation shall not be applicable to the appointment of
Independent Directors.
6. The Board is authorised to appoint the remaining Directors (hereinafter
referred to as "non-rotational Directors") including any whole-time
Director(s) but excluding Independent Director. Such Directors shall not be
liable to retirement by rotation or taken into consideration in determining
the retirement of Directors by rotation. Their period of office shall be
determined by the Board, provided, however, none of them, other than
whole-time Directors, shall hold office as a non-rotational Director for more
than three years in one or more terms. A person appointed as a non-rotational
Director may, however, offer himself for election as a rotational Director
under Article 63 (a) (i), and on appointment as a rotational Director shall
cease to be a non-rotational Director. If at any time the number of
non-rotational Directors exceeds one-third of the total number of Directors
for the time being, then one or more of such non-rotational Directors as the
Board may determine shall be liable to retirement by rotation in accordance
with the provisions of the Companies Act so that the total number of
non-rotational Directors shall not exceed one-third of the total number of
Directors for the time being.
22. Article 63A would be substituted as follows:
(1) The Board may appoint one or more additional Directors provided that the
total number of Directors, including the additional Director(s), shall not
exceed the maximum strength of the Board as provided in the Articles. Such
additional Director(s) shall hold office only up to the date of the next
Annual General Meeting of the Bank.
(2) The Board may appoint an Alternate Director to act for a Director, and the
alternate director shall not be a person holding any alternate directorship
for any other director in the Board of the Bank, during his absence for a
period of not less than three months from India. An Alternate Director
appointed under this Article shall not hold office for a longer period than
that permissible to the director in whose place he has been appointed and
shall vacate the office if and when the director in whose place he has been
appointed returns to India.
23. Article 63B newly added after Article 63A as follows:
Article 63B-Foreign Register The Bank may exercise the powers conferred on it
by Section 88 of the Companies Act with regard to the keeping of a foreign
register; and the Board may (subject to the provisions of that section) make
and vary such regulations as it may think fit, with respect to keeping of any
such register.
24. 4th para to Article 64 added as follows:
Subject to the provisions of the Companies Act and these Articles, the
Directors may be paid such further or additional remuneration (including
profit related commission, if any), as the shareholders of the Bank in General
Meeting shall, from time to time determine, and such additional or further
remuneration shall be divided among the Directors in such proportion and
manner as the Board may, from time to time determine.
25. Article 69 would be substituted as follows:
The Directors shall comply with the provisions of Section 170 of the Companies
Act, with regard to keeping a register of Directors and Key Managerial
Personnel and such personnel, as may be required by law.
26. Article 75 would be substituted as follows:
The Chairperson of the Board shall preside over the meeting. If the
Chairperson is not present within five minutes after the time appointed for
holding the meeting, the Directors present may choose one of their member to
be the Chairperson of the Meeting.
27. Article 78 would be substituted as follows:
1) No resolution shall be deemed to have been duly passed by the Board or by a
committee thereof by circulation, unless the resolution has been circulated in
draft, together with the necessary papers, if any, to all the directors, or
members of the committee, as the case may be, at their addresses registered
with the company in India by hand delivery or by post or by courier, or
through such electronic means as may be prescribed and has been approved by a
majority of the directors or members, who are entitled to vote on the
resolution.
Provided that, where not less than one-third of the total number of directors
of the company for the time being require that any resolution under
circulation must be decided at a meeting, the Chairperson shall put the
resolution to be decided at a meeting of the Board.
(2) A resolution under above sub-article (1) shall be noted at a subsequent
meeting of the Board or the committee thereof, as the case may be, and made
part of the minutes of such meeting.
28. Article 80 would be substituted as follows:
The seal of the Bank, shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board
authorised by it in that behalf, and except in the presence of at least two
directors and of the Company Secretary or such other person as the Board may
appoint for the purpose; and those two directors and the Company Secretary or
other person aforesaid shall sign every instrument to which the seal of the
Bank is so affixed in their presence.
The Bank may, by writing under its common seal, authorise any person, either
generally or in respect of any specified matters, as its attorney to execute
other deeds on its behalf in any place either in or outside India.
29. Article 83 would be substituted as follows:
The Directors shall comply with the provisions of the B R Act and its
subsequent amendments as well as the provisions in the Companies Act and
amendments thereto or other statutes relating to Companies as to registration
and keeping of the copies of the mortgages and charges and keeping of the
register of members and sending to the Registrar of Companies the annual list
of members, annual filings and summary notices as to the increase of capital,
returns of allotments and contracts relating thereto, copies of special
resolutions, resolutions pertaining to exercise of power of board at board
meetings, and other particulars connected with the above.
30. 2nd para to Article 84A newly added as follows:
"A director may be appointed as chief executive officer, manager, company
secretary or chief financial officer."
31. Article 96 would be substituted as follows:
(1) The Bank in general meeting may declare dividends.
2) The Board may, before recommending any dividend, set aside out of the
profits of the Bank such sums as it thinks fit as a reserve or reserves which
shall, at the discretion of the Board, be applicable for any purpose to which
the profits of the Bank may be properly applied, including provision for
meeting contingencies or for equalizing dividends; and pending such
application, may, at the like discretion, either be employed in the business
of the Bank or be invested in such investments (other than shares of the Bank)
as the Board may, from time to time, thinks fit.
(3) The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.
(4) Subject to the rights of persons, if any, entitled to shares with special
rights as to dividends, all dividends shall be declared and paid according to
the amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but if and so long as nothing is paid upon any of the shares
in the Bank, dividends may be declared and paid according to the amounts of
the shares.
(5) No amount paid or credited as paid on a share in advance of calls shall be
treated for the purpose of this Article as paid on the share unless it is
called up.
(6) Notice of any dividend that may have been declared shall be given to the
persons entitled to share therein in the manner mentioned in the Companies
Act. No dividend shall bear interest against the Bank.
32. Article 98 would be substituted as follows:
Any dividend, interest or other monies payable in cash in respect of shares
may be paid by cheque or warrant or by any electronic mode. Shares paid by
cheque or warrant may be sent through post to the registered address of the
holder or in case of joint holders to, the registered address of that one of
the joint holders who is first named on the register of members, or to such
person and to such address as the holder or joint holders may in writing
direct. Every such cheque or warrant in respect of dividend, interest or other
moneys shall be made payable to the order of the persons to whom it is sent.
33. Article 100 would be substituted as follows:
Subject to the provisions of the Act, these presents and any other law for the
time being in force,no Director shall be disqualified from his office by
contracting with the Bank either as vendor, purchaser, or otherwise, nor shall
any such contracts, or any contract or arrangement entered by or on behalf of
the Bank in which any Director shall be in any way interested be avoided nor
shall any Director so contracting or being so interested be liable to account
to the Bank for any profit realised by any such contract or arrangements by
reason of such Director holding that office or the fiduciary relation thereby
established, but it is declared that the nature of his interest shall be
disclosed by him at the meeting of the Directors at which the contract or
arrangement is determined on, if his interest then exists or in any other case
at the first meeting of the Directors after acquisition of his interest and
that no Director shall as a Director vote in respect of any contract or
arrangement in which he is so interested as aforesaid, nor shall his presence
count for the purpose of forming a quorum at the time of any such vote and if
he so does vote, his vote shall not be counted. A general notice that a
Director is a member of any specified firm or company and is to be regarded as
interested in any subsequent transaction with such firm or company, shall be
sufficient disclosure under this Article.
34. To add as 2nd para in Article 101 as follows:
The registers and indices maintained pursuant to Section 88 shall be open for
inspection during business hours on such reasonable time on every working
day as the Board may decide. Any shareholder of the Bank may require a copy of
such register maintained pursuant to Section 88, on payment of such fees as
may be decided by the Board, within the permissible limits allowed by the
Companies Act
35. Article 103 would be substituted as follows:
(1) The Bank in the meeting of shareholders may, upon the recommendation of
the Board resolve-
(a) to capitalise any part of the amount for the time being standing to the
credit of the Bank's reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution among shareholders; and
(b) that such sums be accordingly be set free for distribution in the manner
specified in clause (2) below amongst the members who would have been entitled
thereto if distributed by way of dividend and in such proportion as may be
decided.
(2) The sum aforesaid shall not be paid in cash but shall be applied, subject
to the provisions contained in clause (3) below, either in or towards paying
up any amounts for the time being unpaid on any shares held by such members
respectively; paying up in full unissued shares of the Bank to be allotted and
distributed, credited as fully paid-up to and amongst such members in the
proportions aforesaid.
(3) The securities premium account, capital reserve account and also capital
redemption reserve account may also for the purposes of this capitalisation of
profits be applied in the paying up of unissued shares to be issued to members
of the Bank as fully paid bonus shares in addition to the reserves mentioned
in clause 1(a) above.
4) The Board shall give effect to the resolution passed by the Bank in
pursuance of this regulation.
Whenever such a resolution as aforesaid shall have been passed, the Board
shall-
(a) make all appropriations and applications of the undivided profits resolved
to be capitalised thereby, and all allotments and issues of fully paid shares
if any; and
(b) generally do all acts and things required to give effect thereto.
36. To add new clause 107 as follows:
Article 107-Winding Up
Subject to the provisions of the Companies Act and Rules made thereunder-
(i) If the Bank shall be wound up, the liquidator may, with the sanction of a
special resolution of the Bank and any other sanction required by the
Companies Act, divide amongst the members, in specie or kind, the whole or any
part of the assets of the Bank, whether they shall consist of property of the
same kind or not.
ii) For the purpose aforesaid, the liquidator may set such value as he deems
fair upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.
(iii) The liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no member shall be
compelled to accept any shares or other securities whereon there is any
liability.
Accordingly, your Directors recommend the passing of Resolution No 13, for
amendment of Article of Association of the Bank as recommended by the Board of
Directors of the Bank.
None of the directors/key managerial personnel of the Bank or their relatives
are concerned or interested in the resolution.
Item No.14
The Board of Directors of the Bank had at its meeting held on 21st June 2016,
approved the issuance of Long Term Bond.
The Bank may need to raise additional funds to meet the needs of its growing
business requirements including long term capital for pursuing its growth
plans by issue of Non-convertible debentures (''NCDs'')/Long Term Bonds. The
approval by way of special resolution of the members is, therefore, sought for
issue of aforesaid NCDs/ long term bonds in terms of said regulatory
guidelines on a private placement basis, in one or more tranches/series and
under one or more shelf disclosure documents and/or one or more letters of
offer, for a period of 1 (one) year from the date of passing of the
resolution, on such terms and conditions including the price, coupon, premium
/ discount, tenor etc., as may be determined by the Board, in the prevailing
market conditions. The said approval shall be the basis for the Board to
determine the terms and
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