Dear Shareholders,
It gives the Board pleasure to place before you the highlights of your
Bank's performance during the financial year 2022-23. Details of the achievements and
initiatives taken by the Bank are provided in the 96th Annual Report of the
Bank along with the Audited Balance Sheet as at March 31,2023 and the Profit and Loss
Account for the year ended on that date.
Performance Highlights
Bank's performance Highlights for the financial year ended March
31,2023 are as follows:
' in Crore
|
March 31,2023 |
March 31,2022 |
Total Business |
23,205.38 |
20,846,47 |
Deposits |
13,351.65 |
12,402,89 |
Advance (Gross) |
9,853.73 |
8,443,58 |
Total Income |
1145.75 |
1,085,76 |
Total Expenditure |
1,022.55 |
951,46 |
Net Interest Income |
475.76 |
362,31 |
Operating Profit |
123.20 |
134,30 |
Net Profit |
49.36 |
35,90 |
Gross NPA % |
5.19 |
6,32 |
Net NPA % |
1.16 |
2,85 |
Provision Coverage Ratio % |
90.61 |
80,64 |
CRAR % |
12.32 |
12,98 |
Return on Assets % |
0.34 |
0,27 |
Return on Equity % |
5.14 |
3,99 |
Earnings Per Share (in ') |
1.95 |
1,42 |
Book Value Per Share (in ') |
37.99 |
35,57 |
Bank's Geographical Spread & Expansion Programme
> Bank has 253 branches as on 31st March, 2023 spread across 14
States and 1 Union Territory (Chandigarh).
> Out of 253 branches, 19 branches are in rural category, 110 in
Semi Urban, 66 in Urban and 58 in Metropolitan Category,
> Bank had 270 ATMs and 17 Business Correspondents as on March
31,2023,
> Bank opened 8 new branches during the financial year -
Manathavady, Cherpulassery, Koyilandy and Mattannur in Kerala State, Thanjavur and
Tirunelveli in Tamil Nadu State, Karimnagar in Telangana State and Kurnool in Andhra
Pradesh State,
> Bank has obtained in-principle approval from Reserve Bank of India
for opening of 12 more branches,
Total Business
Total business of the Bank improved by 11,32% to reach '23,205,38 Crore
as on 31,03,2023, from t20,846,47 Crore as on 31,03,2022,
Deposits
Deposits recorded a growth of 7,65 % to reach '13,351,65 Crore as on 31st
March 2023 against '12,402,89 Crore as on 31st March 2022, CASA to Total
deposits as on 31st March 2023 was 31,90%,
Gross Advances
Bank's Gross advance stood at '9853,73 Crore as on 31,3,2023 against
'8443,58 Crore as on 31,03,2022, registering a growth of 16,70%, CD Ratio improved from
68,08% to 73,80% on Y-o-Y basis,
Profitability
Annual Net Interest Income increased from '362,31 Crore as on 31st
March 2022 to '475,76 Crore, as on 31st March 2023 registering a growth of
31,31%, Non-Interest income as on 31st March 2023 was at '74,51 Crore against
'169,12 Crore as on 31st March 2022, The reduction was due to Mark to Market
(MTM) depreciation on revaluation of investments of '40,08 crore as on March 31, 2023
against write back of MTM of '67,35 crore as on March 31, 2022, NIM improved from 3,00% to
3,60% on Y-o-Y basis, Total Income (Interest Income + Other Income) increased by '59,99
Crore with growth of 5,53% on Y-o-Y basis, Cost to Income Ratio as on March 31,2023 was
77,61% against 74,73% as on March 31,2022,
Operating profit during the year was '123,20 Crore as against '1 34,30
Crore during the previous year, The Bank declared a net Profit of '49,36 Crore during the
year under report and for the previous year, the Bank had declared a net profit of '35,90
Crore,
Capital and Reserves
Bank's Paid-up capital and reserves was '961,15 Crore as on 31,03,2023,
The capital adequacy ratio as per Basel III was 12,32% with Core CRAR of 10,55%,
Dividend
The Board had not recommended any dividend for the financial year 2022
- 2023,
Non-Performing Assets
Gross NPA and Net NPA percentage stood at 5,19% and 1,16% respectively
as on 31,03,2023 against 6,32% and 2,85% as on 31,03,2022,
The provision coverage ratio (PCR) as on 31.03.2023 was 90.61% which
was 80.64% in the previous year.
Vision & Mission
Our Vision: Banking on Relationships forever.
Our Mission: To Become a Strong and Innovative Bank with Integrity
and Social Responsibility to Maximize Customer Satisfaction as well as that of the
Employees, Shareholders and the Society,
Customer Service
The Bank accords high importance to the quality of customer service
rendered across its branches/offices. The Bank initiated a series of measures during the
year through deployment of technology and significantly enhancing service quality, A
well-defined and full-fledged Customer Grievance Redressal Mechanism has been put in place
in the Bank.
The Customer Service Committees comprising of Bank personnel as well as
our constituents monitor the implementation of customer service measures periodically.
Customer Service Committee of the Board has been formed at the apex level and committees
at branches for monitoring service quality and bringing about improvements in this area on
an ongoing basis. The Bank has a 24 x 7 Phone Banking Call Centre at Chennai to cater to
customer needs across the country.
During the financial year 2022-23, the Bank received 6,101 complaints
as against a total of 14,005 complaints received in the previous financial year.
The following important products and services/initiatives were
introduced during the year for the benefit of the customers:
Bank entered into Fintech based business for micro lending,
under priority sector lending.
Revamped internet banking platform 'Dhan Delight' and mobile
banking platform 'Dhan Smart' launched with enhanced security via multi-factor
authentication, biometric login and Self-registration functionalities.
In-app authentication (Smart ID) mechanism to authenticate
transactions without relying on SMS based OTP for digital transactions.
E-Mandate using AADHAAR authentication of recurring payment
mandates to customers.
Public Funds Management System and Wage Protection System
platform integrated with new application for Real-time processing of govt. and wage
protection system transactions.
Launched new Education Loan Scheme Dhanam Vidya
Kiran.
Bank introduced RuPay Classic EMV Chip Debit Cards to customers
which provides exclusive benefits and convenience to the Debit Card users.
Bank integrated with ICEGATE portal for customs duty payments
through retail internet banking platform.
Signed MOU with Ministry of Agriculture & Farmers Welfare
(MoA & FW), Delhi for lending under Agriculture Infrastructure Development Scheme.
Bank has installed E-Kanika/E-Hundi at selected temples for
hassle free offerings for devotees.
Investor Education and Protection Fund
The Bank transferred the entire pending unclaimed dividend amount to
the Investor Education and Protection Fund (IEPF) during the financial year 2018-19. There
was no amount of dividend pending to be transferred to the fund in the financial year
2022-23.
In terms of Section 124 (6) of the Companies Act, 2013 read with
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended from time to time, it may be noted that if the dividends have been
unpaid or unclaimed for seven consecutive years or more the underlying shares shall be
transferred to the IEPF Demat Account maintained with depositories. Upon transfer of such
shares to IEPF account, all benefits (eg. bonus, spilt, etc.), if any, accruing on such
shares shall also be credited to the IEPF Demat Account and the voting rights on such
shares shall remain frozen till the rightful owner claims the shares. The
members/claimants whose shares, unclaimed dividend etc., have been transferred to IEPF may
claim the shares or apply for refund by making an application to IEPF Authority as per the
procedure prescribed in the IEPF Rule.
Listing on Stock Exchanges
The Equity shares of the Bank are listed on BSE Ltd., and National
Stock Exchange of India Ltd. The Bank confirms that it has paid the listing fees to all
the Stock Exchanges for the financial year 2023-24.
Number of cases filed, if any, and their disposal under Section 22 of
the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013
The Bank has zero tolerance approach towards any action on the part of
any executive/employee which may fall under the ambit of Sexual Harassment at
work place, and is fully committed to uphold and maintain the dignity of woman staff
working in the Bank. The policy provides for protection against sexual harassment of women
at work place, prevention and redressal of such complaints. All the employees (permanent,
contractual, temporary, trainees) are covered under this policy,
Number of complaints pending at the beginning of the financial year -
Nil
Number of complaints filed during the financial year - Nil
Number of complaints pending at the end of the financial year - Nil
Particulars of Employees
The Bank has no employee whose particulars are required to be given in
terms of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The ratio of the remuneration of each Director to the median employees'
remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this report.
Green Initiatives in Corporate Governance
The Bank supports and pursues the 'Green Initiative' of the Ministry of
Corporate Affairs. All the documents including the notice and explanatory statement of
Annual General Meeting, Audited Financial Statements, Directors' Report and Auditors'
Report are being sent electronically to all shareholders who have registered their e-mail
addresses with their Depository Participants or with the Bank's Registrar & Transfer
Agents. Shareholders holding shares in electronic form are requested to update their
'e-mail' addresses in their respective DP accounts. Shareholders holding shares in
physical form are requested to update their 'e-mail' addresses with Bank's Registrar and
Transfer Agents by a written request for enabling the Bank to ensure electronic dispatch
the aforesaid documents.
Directors
The composition of the Board of Directors of the Bank is in accordance
with the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Banking Regulation Act, 1949,
guidelines issued by the Reserve Bank of India and the best practices of Corporate
Governance. As on March 31,2023, the Board comprised of 10 Directors including Managing
Director & CEO, 7 non-executive Directors and 2 nominee Directors. All the Directors
have rich experience and specialized knowledge in various sectors like banking, risk
management, agriculture & rural economy, small scale industry, information technology,
economics, accountancy, etc. The remuneration/sitting fees paid to the Directors during
the year are disclosed in the Report on Corporate Governance.
There were 6 independent Directors on the Board of the Bank as on March
31, 2023. Declarations have been taken from Independent Directors as required under the
Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 and RBI guidelines.
Changes in the Board during the year
1. Dr. (Capt.) Suseela Menon R., Independent Director of the Bank,
resigned from the Board of Directors of the Bank w.e.f. May 01 , 2022 due to personal
reasons and professional commitments and there were no other material reasons for the
resignation.
2. RBI has appointed Sri Yarasi Jayakumar as Additional Director on the
Board of the Bank, in place of Dr. G. Jagan Mohan, for a period of two years from May 30,
2022 to May 29, 2024 or till further orders, whichever is earlier.
3. RBI had extended the tenure of Sri D. K. Kashyap for a period of 2
years w.e.f. 28.09.2022 to 27.09.2024 or till further orders of RBI, whichever is earlier.
4. Sri K. N. Madhusoodanan, Sri Sreesankar Radhakrishnan and Dr.
Nirmala Padmanabhan were appointed as Additional Directors (Independent Category) on the
Board of the Bank w.e.f. 09.1 1 .2022. Sri Sridhar Kalyanasundaram was appointed as
Additional Director (Independent Category) on the Board of the Bank w.e.f. 05.12.2022. The
Shareholders approved their appointment as Independent Directors at the Annual General
Meeting held on December 30, 2022, for a period of 5 years w.e.f. December 30, 2022.
5. Ms. Vardhini Kalyanaraman was appointed as Additional Director
(Independent Category) on the Board of the Bank w.e.f. 21 .02.2023. The Shareholders
approved the appointment of Ms. Vardhini Kalyanaraman as Independent Director of the Bank
for a period of five years with effect from May 19, 2023 vide postal ballot.
Composition of Audit Committee
As on March 31 , 2023, the Bank has an 8 member Audit Committee
(including 2 RBI Additional Directors). All the eight members of the Committee were
non-executive Directors, with Sri Sreesankar Radhakrishnan as its Chairperson and Sri
Gopinathan C. K., Sri G. Rajagopalan Nair, Sri K. N. Madhusoodanan, Dr. Nirmala
Padmanabhan, Sri Sridhar Kalyanasundaram, Sri D. K. Kashyap and Sri Yarasi Jayakumar as
the other Members. The Committee was constituted in accordance with regulatory
requirements. The terms of reference of the Committee are in accordance with the Companies
Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015 and RBI guidelines.
Declaration by Independent Directors
The Bank has duly obtained necessary declarations from each Independent
Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of
independence as laid down in the Section 149(6) of the Companies Act, 2013 and Regulation
1 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Bank
has also obtained the 'Fit & Proper' declarations from all Directors as prescribed by
the Reserve Bank of India. Pursuant to the notification of the Ministry of Corporate
Affairs dated October 22, 2019, an online data bank for the independent directors
(Data Bank) has been rolled out by the Indian Institute of Corporate Affairs.
All the Independent Directors of the Bank as on March 31, 2023 have registered themselves
in the Data Bank.
Policy on appointment and remuneration of Directors
The Nomination & Remuneration Committee recommends the appointment/
reappointment/ continuation of Directors to the Board after conducting due diligence of
the Directors on the basis of the fit & proper criteria prescribed by RBI
along with the provisions of the Companies Act, 2013, Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Nomination Policy approved by the Board. The Board will take the appropriate action based
on the recommendations of the Nomination & Remuneration Committee.
The criteria for determining qualifications, positive attributes and
independence of Directors to be appointed/re-appointed or for continuation of Directors
include, inter-alia, the following:
Ensuring that the appointment/re-appointment/continuation is in
conformity with the provisions of the Banking Regulation Act, 1949, RBI guidelines,
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
Ensuring that the criteria for independence of Directors as
stated in the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is complied with, in case of
Independent Directors;
Ensuring that the person does not attract any disqualification
as per the Banking Regulation Act, 1949, RBI guidelines, Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
Special knowledge or practical experience in various fields as
enumerated in Section 10A(2)(a) of the Banking Regulation Act, 1949 or any other field
which may be useful to the Bank;
Professional knowledge and experience;
Experience in the field of banking/finance sectors;
Interest in NBFCs and other entities;
Relatives connected with the Bank;
Fund and non-fund facilities availed from the Bank;
Defaults, if any, by the Director or interested entities with
respect to the credit facilities availed from any Bank;
Professional achievements relevant to the office of
Directorship;
Prosecution, if any, pending or commenced or resulting in
conviction in the past against the director and/or against any of the interested entities
for violation of economic laws and regulations;
Criminal prosecution, if any, pending or commenced or resulting
in conviction in the past against the Director;
Any other factors as the Nomination & Remuneration Committee
may think fit for the purpose of considering the appointment/re-appointment/continuation
as Director.
The Bank has a Board approved Compensation Policy which deals with the
compensation & benefits of the Employees of the Bank.
The objectives of the Compensation Policy of the Bank inter-alia
includes, to provide a fair and persistent basis for motivating, inspiring and rewarding
the employees appropriately, according to their jobs/role size, performance,
accomplishments, contribution, skill, aptitude and competence to implement standards on
sound compensation practices and incentives and to provide effective governance of
compensation payable to the employees, alignment of compensation with prudent risk taking
and effective supervisory oversight. The disclosure requirement of the remuneration is
separately provided in Disclosure under Basel III norms.
The Board considers the recommendations of the Nomination &
Remuneration Committee and approves the remuneration, with or without modifications,
subject to regulatory approvals. The remuneration payable to Whole-time Directors/MD &
CEO is subject to prior approval of the Reserve Bank of India (RBI). Therefore, the
remuneration or any revision in remuneration to Whole-time Directors/MD & CEO is
payable only after receipt of the approval from RBI.
The non-executive Directors are paid sitting fees for attending each
meeting of the Board of Directors or any Committee thereof as approved by the Board,
within the permissible limit prescribed under the Companies Act, 2013, Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other regulatory guidelines, as amended from time to time. The Board while
recommending any change in the sitting fees considers various factors like size and
complexity of organization, comparison with the peer banks and regulatory guidelines as
applicable. Apart from sitting fees, the Bank does not pay any other remuneration to the
non-executive Directors.
The total remuneration paid to MD & CEO and non-executive Directors
for the financial year 2022-23 is included in the Report on Corporate Governance forming
part of this Report.
The Remuneration Policy of the Bank is hosted on the website of the
Bank http://www.dhanbank.com/investor_relations/inv_stat_ policy,aspx.
Board Level Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the performance evaluation of the Board as a whole, the individual Directors and
various Committees of the Board are undertaken annually. The evaluation of the individual
Directors is being done in the absence of the Director being evaluated.
A separate meeting of independent Directors evaluates the performance
of non-independent Directors, Chairman and the Board as a whole. The separate meeting of
independent Directors is held once in a year.
The criteria for performance evaluation of Directors, Board and its
Committees include, inter-alia, the following:
Attendance at Board and various Committee meetings;
Participation and contribution in Board and Committee meetings;
Composition of the Board and its diversity;
Roles of various Committees of the Board;
Compliance and understanding of regulatory requirements;
Contribution to effective corporate governance and transparency
in the Bank's operations;
Updating of Knowledge and familiarization programmes conducted
for Directors;
Appropriateness of decisions made by the Board and its
Committees;
Quality, quantity and timeliness of flow of information to the
Board;
Understanding by individual Directors for their roles and
responsibilities as Director;
Contributions towards the performance and strategies of the
Bank;
Conduct of Meetings;
Professionalism in the Board and Committees
Changes in Key Managerial Personnel (KMP)
Ms. Kavitha T. A. has been given additional charge as Chief Financial
Officer of the Bank in place of Mr. Ramesh A. J., who voluntarily retired from the
services of the Bank on August 08, 2022.
Secretarial Auditors and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013, the Board of
Directors of the Bank appointed M/s. V, Suresh Associates, Practicing Company Secretaries,
Chennai as the Secretarial Auditors to conduct the Secretarial Audit of the Bank for the
financial year 2022-23. The Bank has provided all assistance and facilities to the
Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor is
annexed to this report. The Secretarial Audit Report for the financial year 2022-23 does
not contain any qualification.
Corporate Governance
A separate report on Corporate Governance as required under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and certificate from Sri V. Suresh, Practicing Company Secretary
certifying compliance with the conditions of Corporate Governance are annexed to this
report.
Number of Board Meetings
A total of 1 7 Board Meetings were held during the year. The Board
meetings were held in accordance with the regulatory requirements. The details of the
meetings held are provided in the Corporate Governance Report that forms part of this
Annual Report.
Annual Return
Pursuant to Section 92 (3) of the Companies Act, 2013 and Section 1 34
(3) (a), the Annual Return is hosted on the Bank's website at https://www.dhanbank.com/investor
relations/inv financials. aspx.
Related Party Transactions
The Bank has adopted the Policy on Materiality of Related Party
Transactions and Dealing with Related Party Transactions in accordance with the
provisions of the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is hosted
on the website of the Bank www.dhanbank.com/ investor_relations/inv_stat_policv.aspx.
During the financial year, the Bank did not enter into any related
party transactions with its Directors or Key Managerial Personnel or their Relatives that
would potentially conflict with and/or adversely affect the interests of the Bank, except
the remuneration paid to the Managing Director & CEO, Chief Financial Officer and
Company Secretary. There was no related party transaction for which Form AOC-2 was
applicable.
Material Changes and Commitments affecting Financial Position of the
Bank
There are no material changes and commitments affecting the financial
position of the Bank which has occurred between the end of the financial year, i.e., March
31, 2023 and the date of Directors' Report, i.e., September 04, 2023.
Maintenance of Cost Records
Being a Banking Company, the Bank is not required to maintain cost
records as per sub-section (1) of Section 148 of the Companies Act, 2013.
Subsidiary Companies
The Bank does not have any subsidiary companies.
Strictures and Penalties
During the last three years, there were no penalties or strictures
imposed on the Bank by the Stock exchanges(s) and/or SEBI and/ or any other statutory
authorities on matters relating to capital market except as disclosed in the Secretarial
Audit Report. There are no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status of the Bank or the future
operations of the Bank.
Management Discussion and Analysis Report
This has been dealt with in a separate section in the Annual Report.
Corporate Social Responsibility
The brief outline of the CSR policy of the Bank, overview of the
projects taken up by the Bank and other mandatory disclosures are annexed to this Report.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134 (5) of the Companies Act,
2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards had been followed along with
proper explanation relating to material departures, if any;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Bank at the end of the
financial year 2022-23 and of the profit and loss of the Bank for that period;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Bank and for preventing and detecting fraud and other
irregularities;
(iv) the Directors had prepared the annual accounts for the financial
year ended March 31, 2023 on a going concern basis;
(v) the Directors had laid down internal financial controls to be
followed by the Bank and that such internal financial controls are adequate and were
operating effectively; and
(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Business Responsibility Report
The regulatory provisions relating to the Business Responsibility
Reporting are not applicable to the Bank for the financial year ended March 31,2023.
Acknowledgements
The Board of Directors places on record its gratitude to the Government
of India, the governments of various States, the Reserve Bank of India, the Securities and
Exchange Board of India, the Registrar of Companies, other regulatory bodies and the Stock
Exchanges, where the Bank's shares are listed, for their support and guidance. The Board
also places on record its gratitude to the Bank's customers, shareholders, other
stakeholders and well-wishers for their valued patronage. The Board further places on
record its appreciation for the valuable services rendered by M/s Krishnamoorthy &
Krishna moorthy, Statutory Central Auditors of the Bank and M/s V, Suresh Associates,
Secretarial Auditors of the Bank. The Board expresses its sincere appreciation for the
dedicated services rendered by officers and employees of the Bank at all levels.
By Order of the Board
Sd/-
Gopinathan C. K.
(Director)
Sd/- |
Sd/- |
Shivan J. K. |
K. N. Madhusoodanan |
(Managing Director & CEO) |
(Independent Director) |
Place : Thrissur Date : 04.09.2023
Place : Thrissur Date : 04.09.2023
Place : Thrissur Date : 04.09.2023
Annexure to Directors' Report for the year ended March 31, 2023
PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of the remuneration of each director to the median employee's
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
Sl. No. Requirements |
Disclosure to be given in
Annual Report of 2022-23 |
I. The ratio of the
remuneration of each director to the median remuneration of the employees for the
financial year |
Sri Shivan J. K., Managing
Director & CEO (from 01.04.2022): 4.91: 1 considering annual fixed pay as
'54.00 Lakhs per annum |
II. The percentage
increase in remuneration of each director, CFO, CEO, CS in financial year |
MD & CEO |
|
Sri Shivan J. K. Nil |
|
Chief Financial Officer |
|
Sri Ramesh A. J. (Till
July 2022) 0.04% |
|
Smt. Kavitha T. A. (From
Aug. 2022) 2.95% |
|
Company Secretary &
Secretary to the Board |
|
Sri Venkatesh H. 21.42% |
III. The percentage
increase in the median remuneration of employees in the financial year |
8.87% |
IV, The number of
permanent employees on the rolls of the Bank |
There were 1767 employees as
on March 31,2023 |
V, Average
percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration |
Normal annual increments
and increase in dearness allowance (linked to customer price index) was also paid
to employees |
VI. Affirmation that
the remuneration is as per the remuneration policy of the Bank |
Yes, it is confirmed |
Notes:
1. The median salary of the staff members is arrived by taking gross
salary for the month of March 2022. The percentage increase in remuneration is only due to
the normal annual increments, changes in IBA pay scales and increase in dearness
allowance.
2. Remuneration of MD and CEO is regulated by RBI guidelines.
Corporate Social Responsibility (CSR) Activities
1. Brief outline on CSR Policy of the Company.
Dhanlaxmi Bank Limited is grateful to the society for the support and
encouragement in the Bank's growth and development. The Bank believes that no organization
can make sustainable development without the patronage from the society, The Bank is
committed in the integration of social and environmental concerns in its business
operations and also in the interactions with its stakeholders, The Bank shall continue to
have among its objectives, the promotion and growth of the national economy and shall
continue to be mindful of its social and moral responsibilities to customers,
shareholders, employees and society, The Bank is committed to financing the economic and
developmental activities of the nation with concern for human rights and environment, The
Bank's CSR mission is to contribute to the social and economic development of the
community, Through a series of interventions, the Bank seeks to mainstream economically,
physically and socially challenged groups and to draw them into the cycle of growth,
development and empowerment, The Bank's strategy is to integrate its activities in
community development, social responsibility and environmental responsibility and
encourage each business unit or function to include these considerations into its
operations whether directly or in participation or in association with or jointly with
NGOs of repute, trusts, partnership, corporate or any other organization as the Bank deems
fit,
2. Composition of CSR Committee as on March 31,2023
S. No. Name of the
Director |
Designation/Nature of |
Number of
Meetings |
|
Directorship |
Held during the Tenure |
Attended |
1, Dr, Nirmala Padmanabhan,
Chairperson of the Committee |
Independent Director |
3 |
3 |
2, Sri Shivan J, K, |
Managing Director & CEO |
3 |
3 |
3, Sri Gopinathan C, K, |
Director |
3 |
2 |
4, Sri Sridhar Kalyanasundaram |
Independent Director |
3 |
3 |
3. Provide the web-link(s) where Composition of CSR committee, CSR
Policy and CSR projects approved by the board are disclosed on the website of the company,
https://www,dhanbank,com/pdf/22-bod_commitees,pdf
Policy:
https://www,dhanbank,com/pdf/52-Corporate-Social-Responsibility-Policy,pdf
4. Provide the executive summary along with the weblink(s) of
Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable,
Not applicable
5. (a) Average net profit of the company as per Section 135(5): '41.93
Crore
(b) Two percent of average net profit of the company as per Section
135(5): '83,86,440/-
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: NIL
(d) Amount required to be set off for the financial year, if any: NIL
(e) Total CSR obligation for the financial year (b+c-d): '83,86,440/-
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project): '83,86,493/-
(b) Amount spent in Administrative Overheads: NIL
(c) Amount spent on Impact Assessment, if applicable: NIL
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: '83,86,493/-
(e) CSR amount spent or unspent for the financial year:
Amount Unspent (in )
Total Amount Spent for the
Financial Year. (in ) |
Total Amount
transferred to Unspent CSR Account as per Section 135 (6). |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section 135
(5). |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
19,75,428 |
64,11,065 |
29.04.2023 |
NIL |
NIL |
NIL |
Details of CSR amount spent against on-going projects for the financial
year:
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
(10) |
(11) |
Sl. Name of the |
Item from the list of |
Local
area
(Yes/
No) |
Location of the
Project |
Project
duration
(In
Months) |
Amount allocated for the |
Amount spent in the |
Amount transferred to Unspent
CSR
Account |
Mode of Implementation- |
Mode of Implementation- Through
Implementing Agency |
No. project |
Schedule VII to the Act |
State |
District |
project (in ' |
financial Year (in ' |
for the project as per Section
135 (6) (in ' |
Direct
(Yes/No) |
CSR
Name Registration number |
1. National Apprenticeship
Training Scheme |
Promoting
Education |
No |
Across India |
12 |
60,00,000 |
63,000 |
59,37,000 |
Yes |
No |
2. Sevasadanam Kanattukara,
Thrissur - Solar Power System & Computer |
Environmental sustainability
& Education |
Yes |
Kerala |
Thrissur |
13 |
3,50,000 |
26,000 |
3,24,000 |
Yes |
No |
3. Thrissur Pain and Palliative
Care society |
Healthcare |
Yes |
Kerala |
Thrissur |
12 |
3,00,000 |
1,50,976 |
1,49,024 |
Yes |
No |
4. Govt. Model HSS for Boys
School, Thrissur |
Healthcare/Safe drinking
water |
Yes |
Kerala |
Thrissur |
6 |
40,000 |
38,959 |
1,041 |
Yes |
No |
|
|
|
|
|
66,90,000 |
2,78,935 |
64,11,065 |
|
|
Details of CSR amount spent against other than on-going projects for
the financial year:
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
Sl. No. Name of
the project |
Item from the list
of activities in Schedule VII to the Act |
Local area
(Yes/No) |
Location
of the Project |
Amount spent in
the
current
financial |
Mode of
Implementation - Direct (Yes/No) |
Mode of Implementation
through Implementing Agency |
CSR
Name Registration number |
|
|
|
State |
District |
Year
(in ' |
1. Mythri Bhavan Old Age Home,
Iritty |
Homes or hostels for women,
orphans, senior citizens |
Yes |
Kerala |
Kannur |
4,00,000 |
Yes |
NA |
2. Thrissur District Cricket
Association |
Promoting Sports |
Yes |
Kerala |
Thrissur |
60,000 |
Yes |
NA |
3. CDS-Parappukkara |
Livelihood Enhancement |
Yes |
Kerala |
Thrissur |
95,600 |
Yes |
NA |
4. CDS-Poomangalam |
Livelihood Enhancement |
Yes |
Kerala |
Thrissur |
95,600 |
Yes |
NA |
5. St. Vincent De Paul
Hospital, Ollur |
Healthcare |
Yes |
Kerala |
Thrissur |
85,000 |
Yes |
NA |
6. Ettumanoor Mahadeva Temple |
Healthcare/Safe drinking
water |
Yes |
Kerala |
Kottayam |
32,500 |
Yes |
NA |
7. Holy Mount Mental
Rehabilitation Center, Kannur |
Healthcare |
Yes |
Kerala |
Kannur |
2,00,000 |
Yes |
NA |
8. Kerala Social Security
Mission, Thiruvanantha puram |
Healthcare/Promoting
Education |
Yes |
Kerala |
Thiruvanantha puram |
2,51,000 |
Yes |
NA |
9. Govt. School, Thanjavur |
Promoting Education/
Healthcare/Safe drinking water |
Yes |
Tamil Nadu |
Thanjavur |
75,000 |
Yes |
NA |
10. Schools Under Gitabhavan
Trust - VVBHS & SGTSV Nochima |
Promoting Education |
Yes |
Kerala |
Ernakulam |
99,120 |
Yes |
NA |
11. Balasabha - CDS, Aryanad |
Promoting Education |
Yes |
Kerala |
Thiruvanantha puram |
27,673 |
Yes |
NA |
12. Devamatha School under
KESS Bhavan |
Promoting Education |
Yes |
Kerala |
Thrissur |
1,50,000 |
Yes |
NA |
13. Govt. high School,
Tirunelveli |
Promoting Education |
Yes |
Tamil Nadu |
Tirunelveli |
75,000 |
Yes |
NA |
14. Amrita Viswa Vidyalayam |
Promoting Education |
Yes |
Tamil Nadu |
Ramanathapuram |
50,000 |
Yes |
NA |
16,96,493 |
(f) Excess amount for set-off, if any:
Sl. No. Particular |
Amount (in ') |
(i) Two percent of average net
profit of the company as per Section 135(5) |
83,86,440 |
(ii) Total amount spent for
the Financial Year |
83,86,493 |
(iii) Excess amount spent for
the financial year [(ii)-(i)] |
53 |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
Nil |
(v) Amount available for set
off in succeeding financial years [(iii)-(iv)] |
Nil |
(7) a) Details of Unspent CSR amount for the preceding three financial
years:
Sl.
No. |
Preceding Financial
Year |
Amount
transferred to Unspent CSR Account under section 135 (6) (in ') |
Amount spent
in the reporting Financial Year (in ') |
Amount
transferred to any fund specified under Schedule VII as per Section 135 (6), if any |
Amount remaining to be
spent in succeeding |
Name of the Fund |
Amount (in ') |
Date of transfer |
financial years (in ') |
1. |
2021-22 |
26,51,443 |
3,14,596 |
NIL |
NIL |
NIL |
23,36,847 |
2. |
2020-21 |
18,57,720 |
4,21,500 |
NIL |
NIL |
NIL |
14,36,220 |
3. |
2019-20 |
NA |
0 |
0 |
0 |
0 |
0 |
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s): FY 2021-22
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
Sl. No. Project
ID |
Name of the Project |
Financial Year in which
the project was commenced |
Project duration (in
Months) |
Total amount allocated for
the project
(in ' |
Amount spent on the project
in the reporting Financial Year
(in ' |
Cumulative amount spent at
the end of reporting Financial Year.
(in ' |
Status of the project-
Completed/ Ongoing |
1. 01/2021-22 |
Sparsh Services for Persons
with disabilities in Wayanad |
2021-22 |
12 |
4,44,000 |
2,58,000 |
4,44,000 |
Completed |
2. 02/2021-22 |
CDS Thrissur Municipal
Corporation |
2021-22 |
24 |
3,18,943 |
25,000 |
1,75,000 |
Ongoing |
3. 03/2021-22 |
Thrissur Municipal
Corporation |
2021-22 |
36 |
21,60,000 |
0 |
20,000 |
Ongoing |
4. 04/2021-22 |
Smart Class Room &
facilities upgradation to Govt. Junior Basic School (GJBS), Peruvamba |
2021-22 |
24 |
2,24,500 |
0 |
2,00,000 |
Ongoing |
5. 05/2021-22 |
Waste management system to
Community Health Centre, Nemmara |
2021-22 |
24 |
1,40,000 |
31,596 |
1,11,596 |
Ongoing |
|
|
|
|
32,87,443 |
3,14,596 |
9,50,596 |
|
FY 2020-21
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
Sl.
No. |
Project ID |
Name of the Project |
Financial Year in which
the project was commenced |
Project duration (in
Months) |
Total amount allocated for
the project
(in ' |
Amount spent on the project
in the reporting Financial Year
(in ' |
Cumulative amount spent at
the end of reporting Financial Year
(in ' |
Status of the project -
Completed/ Ongoing |
1. |
01/2020-21 |
TMA Education Scholarships |
2020-21 |
48 |
4,00,000 |
1,00,000 |
3,00,000 |
Ongoing |
2. |
02/2020-21 |
Punkunnam Jn. Central Median
development and upkeep |
2020-21 |
48 |
17,92,000 |
3,21,500 |
4,55,780 |
Ongoing |
|
|
|
|
|
21,92,000 |
4,21,500 |
7,55,780 |
|
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year:
0>YES NO
If Yes, enter the number of Capital assets created/acquired Not
Applicable
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
Sl.
No. |
Short particulars of the
property or asset(s) [including complete address and location of the property] |
Pin code of the
Date of
Property or
. creation asset(s) |
Amount of CSR Amount spent |
Details of
entity/Authority/ beneficiary of the registered owner |
(1) |
(2) |
(3) (4) |
(5) |
(6) |
|
|
Not Applicable |
CSR Name Registered Registration
address Number, if applicable |
(All the fields should be captured as appearing in the revenue record,
flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5).
To the extent possible, projects were either implemented or identified
as on-going projects for completion in the subsequent financial year.
SHIVAN J. K. |
Dr. Nirmala Padmanabhan |
Managing Director & CEO |
Chairman of the CSR Committee |
DIN: 09008166 |
DIN: 09455116 |
Place : Thrissur |
Place : Thrissur |
Date : 04.09.2023 |
Date : 04.09.2023 |
Form No. MR-3 SECRETARIAL AUDIT REPORT
For the Financial Year 2022-23
[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
DHANLAXMI BANK LIMITED
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by DHANLAXMI BANK
LIMITED (hereinafter called the Bank). Secretarial Audit was conducted in a manner
that provided to us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of DHANLAXMI BANK LIMITED books,
papers, minute books, forms and returns filed and other records maintained by the Bank and
also the information provided by the Bank, its officers, agents and authorized
representatives during the conduct of secretarial audit, the explanations and
clarifications given to us and considering the relaxations granted by the Ministry of
Corporate Affairs and Securities and Exchange Board of India. We hereby report that in our
opinion, the Bank has, during the audit period covering the financial year ended 31st
March 2023, complied with the statutory provisions listed hereunder and also that the Bank
has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by M/s. DHANLAXMI BANK LIMITED (the
Bank) for the financial year ended on 31st March 2023 according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (Not applicable to the Bank during the
audit period)
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not
applicable to the Bank during the audit period)
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Bank during the
audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-convertible Securities) Regulations, 2021; (Not applicable to the Bank during the
audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; (Not applicable)
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (Not applicable to the Bank during the audit period)
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2021; (Not applicable to the Bank during the audit period)
Other Laws specifically applicable to this Bank is as follows:
(vi) The Reserve Bank of India Act, 1934;
(vii) The Banking Regulation Act, 1949;
(viii) The Banking Companies Regulation (Companies Rules), 1949;
(ix) The Banking Companies (Period of preservation of Records) Rules,
1985;
(x) Prevention of Money Laundering Act, 2002;
(xi) Credit Information Companies (Regulation) Act, 2005;
(xii) The Deposit Insurance and Credit Guarantee Corporation Act, 1961;
(xiii) The Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002.
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 except the followings:
(i) During the period under audit, The Composition of Board & its
various Committees such as (i) Audit Committee, (ii) Nomination & Remuneration
Committee, (iii)Stakeholder Relationship Committee were not in compliance of Regulation
17, 18, 19 & 20 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the two quarters ended 30.06.2022 &
30.09.2022 respectively.
(ii) The quorum for the various Committee meetings detailed below was
not in compliance with Regulations 18, 19 & 20 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Name of the Committees |
Date of Committee Meetings |
Audit Committee |
19.05.2022, 08.08.2022,
&09.11.2022 |
Nomination &
Remuneration Committee |
15.10.2022 |
Stakeholder Relationship
Committee |
23.06.2022 &
29.09.2022 |
(iii) The provisions of the RBI Circular RBI/2021-22/24
DOR.GOV.REC.8/29.67.001/2021-22 dated 20.04.2021 on composition of the Board and various
mandatory Committees of the Board are not complied with.
(iv) The matter with regard to the appointment of directors on the
Board of the Bank was pending before the Hon'ble High Court of Kerala till October 2022.
Therefore, the quorum/composition of Board/Committees were not as per the Regulatory
provisions till 09.11.2022. The Board was reconstituted on 09.11.2022, after which the
composition of the various Committees as well as quorum for the various Committee Meetings
have been in the line with the Regulatory provisions.
(v) The Bank has paid a penalty of '55,000/- plus GST each to BSE &
NSE for delay of 11 days in filing the half-yearly disclosure w.r.t Related party
transactions under Regulation 23 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent to at least seven days in advance
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting member's
views are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the
Bank commensurate with the size and operations of the Bank to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
For V. Suresh Associates
Practising Company Secretaries
V. Suresh
Senior Partner FCS No. 2969 C.P No. 6032
Place :
Date :
Chennai Peer Review Cert. No.: 667/2020
26.05.2023 UDIN: F002969E000395020
ANNEXURE TO SECRETARIAL AUDIT REPORT
To,
The Members Dhanlaxmi Bank Limited
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the
management of the Bank. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Bank.
4. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. Due to the inherent limitations of an audit including internal,
financial and operating controls, there is an unavoidable risk that some Misstatements or
material non-compliances may not be detected, even though the audit is properly planned
and performed in accordance with the Standards.
7. The Secretarial Audit report is neither an assurance as to the
future viability of the Bank nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Bank.
For V. Suresh Associates
Practising Company Secretaries
V. Suresh
Senior Partner FCS No. 2969 C.P No. 6032
Place : Chennai Peer Review Cert. No.: 667/2020
Date : 26.05.2023 UDIN: F002969E000395020
|