City Union Bank Ltd
Directors Reports
The Board of Directors of your Bank is pleased to present the Annual
Report on business and operations of the Bank together with the Audited Financial
Statements for the Financial Year ended March 31, 2023.
ECONOMY OVERVIEW
In the beginning of the year 2023 the Global economic activity remained
subdued amidst turmoil in the banking system in some advanced economies, tight financial
conditions and lingering geopolitical hostilities, supply chain disruptions and inflation
in food, energy and commodities. The Central Banks across the globe remained cautious and
continued to withdraw their accommodative stance in a calibrated manner which led to tight
liquidity conditions across world markets accompanied by an increase in interest rates.
The Financial Year FY 2023 was largely affected by the Global Banking crisis such as the
collapse of Silicon Valley Bank ("SVB"] and Signature Bank in US and Credit
Suisse of Switzerland which was caused by a rapidly rising interest rates, high levels of
uninsured deposits and regulatory rollbacks in the US and elsewhere and the negative
impact of the prolonged Russia Ukraine war. These macroeconomic and geopolitical factors
had significant ramifications on global growth. Weakening external demand, spillovers from
the banking crisis in some Advanced Economies, volatile capital flows and debt distress in
certain vulnerable economies weighed on growth prospects. Going forward, weak external
demand, elevated debt levels and geo economic disintegration amidst tighter external
financial conditions pose risks to growth prospects for several Emerging Market Economies
("EMEs"] although capital flows in such economies are slowly returning on
renewed risk appetite.
Indian Economy
In India, the real GDP recorded a growth of 7.2 per cent in FY 2023
surpassing the previous estimate of 7.0 per cent primarily aided by fixed investment and
higher net exports. The easing of inflation was observed across food,
fuel, and core categories (CPI excluding food and fuel]. During the FY
2023, the manufacturing sector registered single digit growth as against 11% during
previous year due to factors such as high raw material prices and weak external demand.
India's service sector exhibited a strong rebound since the pandemic driven by increase in
demand for sectors such as tourism, retail trade, hotel, entertainment and recreation.
India's service exports recorded a high of USD 333 billion during FY 2023 which boosted
India's Balance of Trade. The private final consumption expenditure recorded robust growth
of over 7% during FY 2023 primarily due to recovery in rural consumption post the
pandemic.
India's growth story has been aided by a healthy and robust banking
sector which has managed to record steady recovery post pandemic. The RBI data depicts
that the Bank deposits expanded at 9.6% compared to 8.9% during the previous year. The
credit growth which is vital for output, stood at 15%. The credit growth to MSME sector
continued to be robust while it accelerated for large Industries and the credit growth to
service sector
accelerated to 19.8% in March 2023 from 8.7% a year ago due to improved
credit off take in NBFCs and trade. Retail loan segment recorded a growth of 20.6% in
March 2023 compared to 12.6% a year ago primarily driven by Housing loans. The recovery in
both gross NPAs and net NPAs showed positive signs in FY 2023. The Banking sector remains
a crucial component for the success of Indian economy.
Outlook
For 2023-24, domestic demand conditions remain supportive of growth on
the back of improving household consumption and investment activity. The Urban demand
remains resilient with indicators such as passenger vehicle sales, domestic air passenger
traffic and credit cards outstanding posing double digit expansion and Rural demand is
also on a revival path with an increase in two-wheeler and three-wheeler sales although
tractor sales remained subdued. Growth in steel consumption, cement output and production
and import of capital goods reflects buoyancy in investment activity. Higher Rabi crop
production backed by a normal monsoon should augment household consumption. Robust
government capital expenditure is also expected to nurture investment and manufacturing
process. Taking all these factors into reckoning, the real GDP growth for
2023-24 is projected at 6.5 per cent with Q1: 2023-24 at 8.0 per cent;
Q2 at 6.5 per cent; Q3 at 6.0 per cent and Q4 at 5.7 per cent with the risks evenly
balanced.
BANK'S PERFORMANCE
Under the above circumstances, your Bank recorded a total business of '
96,369 crore, an increase of ' 7,523 crore over the previous year figure of ' 88,846 crore
in FY 2022, a 8% increase over FY 2022 position.
The Net Profit of the Bank has increased to ' 937 crore from ' 760
crore, a 23% increase over FY 2022 position. The Net Interest Income of the Bank stood at
' 2,163 crore, as against ' 1,916 crore during the previous year, a 13% increase over FY
2022 position. The key performance indicators i.e., the Return on Assets of the Bank stood
at 1.46%, Return on Equity stood at 13.42%, the Net Interest Margin of the Bank stood at
3.89% and the Cost to Income ratio stood at 38.85% during the reporting year. The
financial performance has been discussed in detail in the forthcoming paragraphs. During
the year the Bank opened 25 additional branches to total 752 branches and has 1,678 ATM's
as at March 31, 2023. Further information on the state of affairs of the Bank has been
discussed in detail in the Management Discussion and Analysis Report forming part of this
Report.
Financial
Highlights |
|
|
('in crore) |
Particulars |
2022-23 |
2021-22 |
Growth
(%) |
Share
Capital |
74 |
74 |
- |
Reserves
& Surplus |
7,383 |
6,512 |
13% |
Deposits |
52,398 |
47,690 |
10% |
Advances
(Gross) |
43,971 |
41,156 |
7% |
Investments
(Gross) |
14,360 |
12,294 |
17% |
Total Assets
/ Liabilities |
66,595 |
61,531 |
8% |
Total Income |
5,525 |
4,864 |
14% |
Total
Expenses |
3,707 |
3,269 |
13% |
Net Interest
Income |
2,163 |
1,916 |
13% |
Operating
Profit |
1,818 |
1,595 |
14% |
Provisions
& Contingencies |
881 |
835 |
6% |
Net Profit
(A) |
937 |
760 |
23% |
Appropriations |
Balance
of Profit brought forward (B) |
100 |
61 |
- |
Amount
available for appropriations (A+B) |
1037 |
821 |
- |
Transfers
to: |
-
Statutory Reserve |
250 |
200 |
- |
- Capital
Reserve |
4 |
4 |
- |
- General
Reserve |
480 |
405 |
- |
-
Investment Reserve Account |
40 |
1 |
- |
- Special
Reserve under IT Act, 1961 |
80 |
75 |
- |
-
Dividend |
74 |
37 |
- |
- Balance
of Profit carried forward |
109 |
99 |
- |
Total |
1037 |
821 |
- |
The Deposits and Advances for the current year stood at ' 52,398 crore
and ' 43,971 crore respectively. The total business stood at ' 96,369 crore as compared to
' 88,846 crore for the previous year registering a growth of
8%. The size of the Balance Sheet as on March 31, 2023 is ' 66,595
crore as compared to ' 61,531 crore last year recording an increase of 8%.
PROFIT
During the year the Bank earned a Gross profit of ' 1,818 crore as
compared to previous year's figure of ' 1,595 crore registering an increase of 14%. The
Net profit of the Bank for the current year was ' 937 crore as against ' 760 crore last
year, registering an increase of 23%.
FY 2019 FY 2020 FY 2021 FY 2022 FY2023
TOTAL INCOME
The Total Income earned by the Bank increased for FY 2023 to record '
5,525 crore as against ' 4,864 crore in FY 2022, registering an increase of 14%. The
non-interest income of the Bank increased from ' 759 crore to ' 810 crore registering a
growth of 7% on account of recoveries made from technical write off accounts. The total
expenditure of the Bank increased to ' 3,707 crore as compared to ' 3,269 crore, in the
previous year, registering an increase of 13%.
NET INTEREST INCOME
The Net Interest Income for FY 2023 stood at ' 2,163 crore as compared
to ' 1,916 crore in the last year recording an increase of 13%.
FY 2019 FY 2020 FY 2021 FY 2022 FY 2023
DEPOSITS
The Bank's total Deposits for the year under review increased by '
4,708 crore to record ' 52,398 crore from ' 47,690 crore registering a growth of 10% over
previous year. During the current year CASA increased by ' 128 crore to record ' 15,657
crore from ' 15,529 crore. The cost of deposit of the Bank marginally decreased to 4.66%
from 4.68% in the previous year.
ADVANCES
Gross Advances of the Bank increased by ' 2,815 crore to ' 43,971 crore
from ' 41,156 crore, posting a growth of 7%. The yield on advances declined to 9.23% from
9.36% during the reporting year. The Bank achieved the target / sub-targets prescribed by
the RBI for Priority sector, Agriculture, Micro Enterprises, Small / Marginal farmers and
weaker section.
The Gross NPA and Net NPA for the year under review stood at 4.37% and
2.36% respectively as compared to 4.70% and 2.95% in the previous year.
The provision for tax for the reporting year increased to ' 240 crore
from ' 225 crore in previous year. The provision made for NPA for the financial year was '
690 crore vis-a-vis ' 554 crore last year. The total provision increased by ' 46 crore to
' 881 crore from ' 835 crore in the previous year.
TREASURY OPERATIONS Domestic Treasury
The gross Investments increased by ' 2,066 crore to '14,360 crore as on
March 31 2023 from '12,294 crore as on March 31 2022. Out of this, the investments in
Government Bonds alone remained at '14,268 crore constituting 99.36% of the total
Investment. The Non-SLR investments declined by '65 crore mainly on account of reduction
in Security Receipts. The financial year began with rising interest rate cycle as central
banks tightened policy rate to combat high inflation. During the year, the Reserve Bank of
India delivered a series of back-to-back rate hikes by 250 bps in total, taking the repo
rate to 6.50%. The Monetary Policy Committee also raised CRR rate by 50 bps during the
year while retaining the policy stance at 'focus on withdrawal of accommodation'. The US
Federal Reserve hiked interest rate by 4.50% from the beginning of FY23 amid high CPI
inflation. US Treasury yield curve remained deeply inverted throughout the year. Indian
bond yields moved in line with its global peers on a hardening note. Towards the end of
the financial year, the bond yield cooled off on the collapse of one of the largest banks
in USA and its impact on Federal Reserve rate decision. Strong GST collections and retail
credit growth
signaled healthy consumption demand in Indian economy. During the year
the bank booked a profit of '7.63 crore by sale of securities.
Forex Treasury
During the financial year 2022-23, Indian Rupee weakened against USD by
8.44%. Indian Rupee against USD opened at ' 75.77 and closed at ' 82.165. Major reason
attributed for weaker Rupee was continuous rate hike by Federal Reserve to contain record
high inflation. Geopolitical tension caused by the war between Ukraine and Russia impacted
the local currency and favoured US dollar. Central banks all over the world were forced to
hike rates due to higher inflation. The presence of the RBI reduced the pace of the
depreciation of the Rupee. During the FY 2022-23, profit on our foreign exchange operation
stood at ' 151.60 crore as against ' 194.74 crore during the previous financial year.
NET WORTH & CAPITAL ADEQUACY RATIO
Net Worth
The paid-up Share Capital of the Bank increased to ' 74.04 crores as on
March 31, 2023 from ' 73.96 crore as on March 31, 2022. During the reporting period the
Bank has allotted 8,31,472 equity Shares to employees under Employee Stock Options
pursuant to CUB ESOS Scheme 2008 & CUB ESOS Scheme 2017.
The Net worth of the Bank stands improved to ' 7420.92 crore as on
March 31, 2023 from ' 6,549.75 crore as on March 31, 2022.
Capital Adequacy Ratio
As per Basel III regulations, banks are required to maintain a minimum
Pillar 1 Capital (Tier-I + Tier II) to Risk Weighted Assets Ratio (CRAR) of 9% on an
ongoing basis. Besides this minimum capital requirement, Basel III also required creation
of capital conservation buffer and countercyclical buffer of 2.50% at the end of March
2018 in a phased manner beginning from March 31, 2015 @
0.625% in each year up to March 31, 2018. The RBI had issued circulars
on various dates extending the transitional period for full implementation of Basel III
Capital Regulations due to the unfavorable economic situation. Now the minimum regulatory
requirement under Basel III with Capital Conservation Buffer ("CCB") is 11.50%
(9.00%+2.50%) with effect from 01.10.2021. The CRAR required to be maintained for the
period ended March 31, 2023 is 11.50%. The Bank has maintained Tier I CRAR of 21.27% and
total CRAR of 22.34% as at March 31, 2023 which are well above the norms prescribed by the
RBI.
The Board of the Bank at its meeting held on May 26, 2023 had
recommended a Dividend of 100% (i.e Re.1/- per equity share on face value of Re.1/- each
fully paid up) for the year ended March 31, 2023 subject to the approval of shareholders
at the ensuing Annual General Meeting ('AGM"). The dividend, if declared at the AGM
will be paid to the shareholders as on the record date specified for such purpose, within
the prescribed time. The dividend payout for FY 2023 is in accordance with the Dividend
Distribution Policy ("the Policy") of the Bank framed in terms of Regulation 43A
of Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 and the same has been uploaded in the website of the Bank.
Weblink:
https://www.cityunionbank.com/assets/frontend/pdf/others/DividendDistributionPolicy.pdf
In case any shareholder has not claimed dividend(s) for previous
year(s), they may kindly approach the Bank or its Registrar and Transfer Agents
("RTA"). The details on Unclaimed Dividends and transfers to IEPF is given in a
separate report on Corporate Governance forming part of this report.
BRANCH EXPANSION
Our Bank continued with a slower pace of branch expansion during the
year and it added only 25 New branches to total 752 as on March 31, 2023. The total number
of ATMs stood at 1,678 (includes 822 Bulk Note Recycler Machines (BRM) which performs the
job of accepting and dispensing cash). As on March 31, 2023 the Bank had a total of 1,124
onsite ATMs and 554 offsite ATMs.
During the reporting year, the Bank has opened 171 ATMs / BRMs,
replaced 127 old ATMs / BRMs with new ones and closed 225 loss making off-site ATMs /
BRMs, the details of which are as follows:
Particulars |
ATM |
BRM |
Total |
Opened |
109 |
62 |
171 |
Replaced |
102 |
25 |
127 |
Closed |
196 |
29 |
225 |
As for the Branch spread, as on date 89% of branches are operational in
South, 5% in West, 4% in North and 1% in Central and 1% in Eastern parts of India.
Financial Inclusion is a concept where the banking financial solution
and services are offered to every individual without any form of discrimination as well as
to ensure even the under privileged get easy access to banking channels. The objective of
financial inclusion is to facilitate the following:
• Basic savings bank deposit accounts
• Servicing products (including investment and pension)
• Simple credit products and overdrafts linked with no frills
account
• Remittance and money transfer facilities
• Pension and Insurance products
Your bank has witnessed tremendous progress in the successful
implementation of financial inclusion, especially to the citizens in rural areas. The Bank
has already implemented Pradhan Mantri Jan Dhan Yojana (PMJDY) scheme and there are 84,545
accounts as on March 2023. The Bank has 2,98,236 Basic Savings Bank Deposit accounts,
including 1,07,323 accounts sourced through Business Correspondents (BCs). To cater the
needs of customers of unbanked areas, the bank has established BC Outlets in those places
and is providing Basic banking services through Business Correspondents (BCs). Your bank
has 135 BCs and 3 BC outlets for rendering services to the village level beneficiaries.
The Business Correspondents of the bank make regular visits to the villages and provides
doorstep banking services.
Your Bank is very much keen in creating awareness on Financial
Inclusion and also on the promotion of Government schemes for social welfare, Pension,
Insurance viz Atal Pension Yojana (APY), MUDRA, PMJJBY, PMSBY etc., The Bank has 43,744
APY Accounts, 43,654 PMJJBY Accounts 85,992 PMSBY Accounts under the scheme.
Your Bank has got e-KYC facility and Aadhaar enabled Payment System
(AePS), for rendering quick services to the rural public. Besides the bank has deployed
POS machines, at various locations, which are very much helpful for doing merchant
transactions. The bank has continuously ensured uninterrupted Banking services in the
unbanked areas with the help of digital banking services. Your bank is proud of extending
contribution to the social welfare schemes of the Government, for our Nation building.
As done in the past, 'Financial Literacy Week' is being conducted by
the Bank with the aim of furthering financial literacy, developing credit discipline and
encourage availing credit from formal financial institutions by the customers.
As per the objectives of the National Strategy for Financial Education
2020-2025, focus of the Bank will be on the following three topics with a view to promote
digital transactions in a more secured manner:
• Convenience of digital transactions
• Security of digital transaction
• Protection of customers
Your Bank has conducted campaigns at various places for observing the
Financial Literacy Week in an effective manner and to educate its customers properly.
HUMAN RESOURCE DEVELOPMENT
Human Resource Development and cordial Industrial atmosphere play a
prominent role in an organization's growth and your Bank has always maintained cordial
relation with its employees. As a part of HR strategy, the Bank offers its employees
various monetary and nonmonetary benefits based on their performance in the form of ESOP,
Performance Linked Pay (PLP) & Ex-gratia and ensures that each employee feels part of
the Bank and strives to deliver to the best of his/her abilities. It is pertinent to note
here that there has not even been a single occasion of employee unrest in the Banking
history of CUB. Continuous efforts are being made to enhance the quality of existing
personnel and to attract new talent.
In line with the Bank's expansion plans, 25 new branches were opened in
various states for which the Human Resources Department provided adequate manpower.
Specific efforts were made towards talent acquisition, skill development, and manpower
training and knowledge updation. Employees are identified and imparted trainings at
various areas of banking. Job rotation is being followed to ensure every employee gains
experience in all the areas of banking.
In tune with the future expansion, the bank is constantly upgrading and
revisiting its manpower requirements through developing a talent pool. The members of the
talent pool are being groomed by giving trainings at various centers of excellence in our
staff college at Chennai and Kumbakonam apart from SIBSTC, NIBM, CAFRAL, IRDBT etc.
As on March 31, 2023, the Bank has 6,019 on-roll employees, comprising
of 66 employees in Executive cadre, 2,444 in Management cadre and 3,509 in Clerical and
Subordinate cadre.
EMPLOYEES STOCK OPTION SCHEME (ESOS)
The Bank implemented Employee Stock Option Scheme 'CUB ESOS 2008' for
grant of stock options to eligible employees of the Bank. The Shareholders of the Bank
approved the scheme on 26th April, 2008 at an Extra Ordinary General meeting of the Bank.
The maximum aggregate number of options that may be granted under this scheme is
5,00,00,000. As per the scheme, exercise price of the options shall be decided by the
Compensation & Remuneration Committee at the time of grant of stock options. The Bank
offers ESOS to its employees which vests over a period of five years from the date of
grant of options i.e., 15% options each for first three years and 25% and 30% for fourth
and fifth year respectively. The options are offered at prevailing market prices at the
time of grant to the employees. However the same shall vary pursuant to corporate action
viz., Rights Issue, Bonus Issue etc. There were no material changes in the ESOS of the
Bank during the period under review and the same is in compliance with the provisions of
SEBI (Share Based Employee Benefits) Regulations, 2014 as amended from time to time
("SEBI SBEB Regulations"). As at the end of March 31, 2023, the Bank has
16,91,260 options to be granted out of 5,00,00,000 options under the scheme.
In addition, the shareholders of the Bank at its meeting held on 23rd
August, 2017 approved new CUB ESOS Scheme 2017 for 3,00,00,000 options on terms and
conditions similar to previous one.
As on March 31, 2023, 2,59,38,250 options are yet to be granted under
the CUB ESOS 2017 Scheme.
The disclosures pursuant to Regulation 14 of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 has been hosted in the website of the Bank
and also the same is annexed hereto as Annexure I. weblink:
MReportiT*
AUTOMATION / DIGITAL BANKING
Banking service now-a-days moved from branch banking to palm of
customer to do banking on their convenience and comfort. The advent of digital payment due
to advancement of information technology, availability of easy access of network through
mobile, encourage more cashless transactions and brings it into the Bank's system. As on
date 97.51% of the Bank's transactions are carried out through Alternate Channels. Thus
digital banking has become the order of the day.
CUB
City Union Bank Limited
• The Bank has been spreading its Self Service Bank branches
(e-Lounge) and enabling our ATMs / BRMs for cardless deposit and withdrawals, self-service
kiosk for passbook and cheque deposit machine.
• The Bank has established Digital Banking Unit as per digital
initiatives of Government of India.
• Bank also set-up neo-bank as digital front line so as to enable
our customer to open banking relationship.
• Customers can manage their digital payments / transactions by
setting their own limit for the ATM, POS and E-com channel transactions. They can enable /
disable International usage of the card also through Net / Mobile Banking
• Bank has made its presence in Social Media Banking through
Whatsapp, Facebook, Twitter and YouT ube.
• Our customers are enjoying CUB e-Wallet, Unified Payment
Interface (UPI), BHIM and '*99#' a NUUP (National Unified USSD Platform), Bharat Bill
Payment System (BBPS), Bharat QR - Scan & Pay in BHIM / UPI, ASBA and Aadhaar Enabled
Payment System (AEPS).
• Bank is running V-Chip (VKYC) for customer on- boarding and
account opening across India
• FASTag facility to make payments at Vehicle Toll Plazas
• A customer friendly Contact Centre (Call Centre) with
Interactive Voice Response System (IVRS), is put in place to promote customer support on
Multilanguage on 24x7 basis.
• Bank has PCI DSS certification for the digital card environment
NEW TECHNOLOGY INITIATIVES
CUB UPI123 Pay
• In the series of its innovation, CUB has now introduced UPI
Payment solution for feature phones - 'CUB UPI 123PAY'. Customers of any bank can now
perform UPI transactions using feature phone / smart phone through CUB BHIM Voice IVR by
calling 08045163581.
• The feature phone solution is expected to help in offering
payment services to the unserved and underserved segment of the population.
Apply Card Online
• Introduced facility to apply debit card online through net
banking and mobile banking without visiting branch. Customers can apply for a fresh card
or for a replacement card against their lost /blocked card. Card status can also be
tracked online.
Easy Buy
• As enrichment to our CUB All in one Mobile app, we have now
integrated 'EasyBuy', a shopping platform comprising marketplace module like Flipkart,
Bigbazaar, Myntra, Netmeds, etc. 'EasyBuy' is built to meet shopping needs of the
consumers and to use a single app for all their online shopping needs instead of
downloading multiple apps for specific purpose.
Dhi Credit Card (Credit Card Issuance with 42CS)
During the financial year 2022-23, Bank tied up with M/s.
42 Card Solutions Pvt. Ltd., to issue CUB brand credit card
'Dhi'. A soft launch was made with our own staff and
executives and found satisfactory. Bank is expanding the
credit card network to our customers also.
Wearable Keychain and CUBFit Watch
• In order to make payment on the go, CUB has introduced its
payment mode to their customers through wearables. To begin with CUB has made tie up with
RuPay to make the tap and go payments through a key chain and CUBFit watch.
• This is an advanced technology by embedding chip into the
wearable to make payments. Contactless card can be tapped at the merchant PoS devices and
transactions upto ' 5,000 can be performed without entering PIN.
Voice Bio-Metric based Login for Retail mobile banking - "Your
Voice is your Password"
Bank developed a new functionality 'Voice-Biometric' in retail mobile
banking for login to have different customer experience. Currently customers can log in to
bank's retail mobile banking application via MPIN or Fingerprint / Face ID.
One more login option is introduced through 'Voice -biometric'. Through
this method, customer initially needs to register his / her voice in the mobile banking.
CUB
Post successful registration, for subsequent logins, customers can
choose their 'Voice' as authentication mechanism and login. During the login, the
customers can talk in different languages and different text. An enable/ disable option
for voice biometric is provided to the customer.
Soft Token for Retail customers for transaction approval
The Bank has provided Digital Signature (DSC) Hard token and Soft token
for our corporate customers for transaction approval. Similarly for retail customers also
DSC Soft token is introduced for transaction approval. This would be a seamless process of
approval and avoids delay due to SMS delivery.
Cyber Security Measures
As the convenience in doing banking transactions through digital
channels increases, the risks in cyber environment also get increased. New types of cyber
frauds are emerging with the introduction of new digital channels. As the Bankers are the
custodians of Depositors' money, we take utmost care to ensure necessary security measures
to protect public interest and necessary mitigation measures are implemented.
• The Bank has implemented latest technology tools in our Bank to
cover the protection, detection and response for all cyber security threats and risks.
• The Bank has established Security Operation Centre (SOC) working
by 24 X 7 on all calendar days. The SOC takes steps to prevent the attempts from the IOC
(Indicators of Compromise) and IOA (Indicators of Attack).
National Cyber Coordination Center (NCCC)
Cert-In and Ministry of Electronics and Information Technology (MeitY)
proposed to implement a national level project called National Cyber Coordination Centre
(NCCC). Your Bank actively participates in the project.
Brand Indicator for Message Identification (BIMI) Implementation
BIMI is an emerging standard that will help establish branch identity
and trust on email channels. CUB has adopted this emerging standard to help the customer
to easily identify the email emanated from CUB by displaying our logo in the recipient
inbox. This will help the customer to easily ensure the genuineness of email and to avoid
phishing mails that may impersonate CUB.
OTHER BUSINESS ACTIVITY
During FY 2022-23, our Bank has entered into Corporate Agency tie-up
with six Insurance Companies in addition to the existing tie ups with LIC of India and
Star Health & Allied Insurance Company, for augmenting the Noninterest Income. This
has been done in accordance with the "Open Architecture" Regulation of IRDAI.
The six new Insurance Companies with whom we have tied up with are given below:
A) Life Insurance Business
1. Bajaj Allianz Life Insurance Company
2. TATA AIA Life Insurance Company
B) Standalone Health Insurance Business
1. Aditya Birla Health Insurance Company
2. Care Health Insurance
• The Bank participates in the cyber drills conducted by IDRBT on
quarterly rests to enhance our threat detection and prevention capabilities. During this
review period, bank detected all the attacks successfully in the cyber drills.
• The Bank is giving training on information security and cyber
security to employees of the bank.
• Bank is regularly conducting Readiness Assessment among
employees to detect and respond for a cyberincident.
C) General Insurance Business
1. Royal Sundaram General Insurance Company
2. Shriram General Insurance Company
The above tie ups are fully functional and we are now offering
Insurance products of all the above companies to our Customers. During the reporting year
the Bank has earned a Fee income of ' 26.72 crores as against ' 21.03 crores in the
previous year, through cross selling of Insurance Products.
ANNUAL
— REPORT
2022 - 23
Bank is also offering the following additional services to all our
Customers through Net Banking & Mobile Banking Platforms:
• Demat A/c from our own DP with NSDL
• Trading A/c from our tie up with Integrated Enterprises India
Ltd.,
• Mutual Fund investment solution from our Tie up with Finwizard
Technology Pvt. Ltd. (widely known as FISDOM)
SUBSIDIARIES AND ASSOCIATES
Your Bank does not have any Subsidiaries or Associates to report during
the year under this report.
BOARD MEETING
The Board meetings of the Bank were held in accordance with the
Companies Act, 2013, the Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. During the year under review, 12 (Twelve) meetings were held. The
details of such meetings along with the constitution of the Board and its committees are
given under Report on Corporate Governance forming part of this report.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Retirement(s):
Shri. R. Mohan (DIN 06902614)
Shri. R. Mohan, Part-Time Chairman of the Bank had completed his tenure
on May 03, 2022 as per his appointment terms approved by RBI vide its letter no.
DBR.APPT.NO.8631 /08.42.001/2018-19 dt.10th April 2019. Further, as per the provisions of
Section 10A(2A)(i) of the Banking Regulation Act, 1949, Shri. R Mohan, has vacated his
office of Director as Independent Director on the close of business hours of 27th June,
2022 on account of completion of tenure (8 years).
The Board hereby places on record its warm appreciation over the
excellent services rendered by Shri. R Mohan during his tenure.
Smt. Abarna Bhaskar (DIN 06971635)
Smt. Abarna Bhaskar (DIN 06971635) retired as an Independent Director
from the Board of the Bank on
City Union Bank Limited
October 24, 2022 on account of completion of tenure (8 years) as per
Banking Regulation Act, 1949 and the Companies Act, 2013.
The Board hereby places on record its warm appreciation over the
excellent services rendered by Smt. Abarna Bhaskar during her tenure.
Appointment / Re-appointment:
Shri. M. Narayanan (DIN 00682297)
During the reporting year, the RBI vide its letter no.
DOR.GOV.No.S663/08.42.001/2022-23 dated May 04,
2022 had approved the appointment of Shri. M. Narayanan (DIN 00682297)
as the Part-time NonExecutive Chairman of the Bank w.e.f. May 04, 2022 for a period of two
(2) years. His appointment was also approved by the Shareholders at the Annual General
Meeting held on August 18, 2022.
Prof. Veezhinathan Kamakoti (DIN 03537582) and Shri. Gurumoorthy
Mahalingam (DIN 09600723)
During the reporting year, Prof. V. Kamakoti and Shri. G. Mahalingam
were appointed as Independent Directors of the Bank w.e.f May 27, 2022 and July 06, 2022
respectively. Their appointments were approved by the Shareholders at the Annual General
Meeting held on August 18, 2022.
Shri. Narayanan Subramaniam (DIN 00166621)
During the reporting year, the Shareholders of the Bank at the Annual
General Meeting held on August 18, 2022 had approved the re-appointment of Shri. Narayanan
Subramaniam as an Independent Director on the Board of the Bank for the remaining period
upto June 19, 2025 as permitted under the Banking Regulation Act, 1949.
Smt. Lalitha Rameswaran (DIN 02326309)
Smt. Lalitha Rameswaran was initially co-opted as Additional Director
on the Board of the Bank on November 04, 2022 representing Majority Sector "Finance,
Accountancy, Banking and Information Technology". The shareholders of the Bank have
approved her appointment as an Independent Woman Director on the Board of the Bank for a
period of five years w.e.f November 4, 2022 which was duly passed on January 29,
2023 through Postal Ballot by way of remote e-voting.
City Union Bank Limited
Dr. N. Kamakodi (DIN 02039618)
Dr. T. S. Sridhar (DIN 01681108)
The Reserve Bank of India vide its letter dated April 26, 2023 had
granted its approval for the re-appointment of Dr. N. Kamakodi as the Managing Director
& CEO of the Bank for a period of three years w.e.f May 01, 2023. The appointment is
subject to approval by shareholders. The Notice seeking the approval of shareholders has
been circulated to all concerned through postal ballot for voting by way of remote
e-voting. The members may check the stock exchange communications for updates on this.
Shri. V.N. Shivashankar (DIN 00929256)
Shri. V.N. Shivashankar currently an Independent Director on the Board
of the Bank and his appointment as Independent Director was duly approved by the
shareholders at their meeting held on September 01, 2018 for a period of five years. In
accordance with the provisions of Section 149(10) of the Companies Act, 2013, an
Independent Director can hold office for a maximum term of upto five (5) consecutive years
on the Board of the company and shall be eligible for re-appointment for another term of
five years subject to passing of Special Resolution by the members and disclosure of such
appointment on Board's Report. Further, in respect of Banking Companies, the provisions of
section 10A(2) of the Banking Regulation Act, 1949 ('Banking Act') specify that the
overall tenure of non-executive Directors should not exceed a period of eight (8)
consecutive years.
Keeping in view the provisions of both the Companies Act, 2013 and the
Banking Regulation Act, 1949 and pursuant to the recommendations of the Nomination
Committee, the Board of Directors of the Bank had approved a proposal to re-appoint Shri.
V.N. Shivashankar as Independent Director on the Board of the Bank to hold the office till
the remaining period upto February 06, 2026 as permitted under the Banking Regulation Act,
1949 from the date of his first appointment in the Bank, subject to approval of
Shareholders by means of Special Resolution at the ensuing Annual General Meeting of the
Bank. Accordingly, the Board recommends the re-appointment of Shri. V. N. Shivashankar for
a second term as an Independent Director on the Board of the Bank (not liable to retire by
rotation) for approval by shareholders in the Notice calling the ensuing Annual General
Meeting. The relevant details of Shri. V.N. Shivashankar pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is
disclosed separately in such Notice.
Dr. T. S. Sridhar currently an Independent Director on the Board of the
Bank and his appointment as Independent Director was duly approved by the shareholders at
their meeting held on September 01, 2018 for a period of five years. In accordance with
the provisions of Section 149(10) of the Companies Act, 2013, an Independent Director can
hold office for a maximum term of upto five (5) consecutive years on the Board of the
company and shall be eligible for re-appointment for another term of five years subject to
passing of Special Resolution by the members and disclosure of such appointment on Board's
Report. Further, in respect of Banking Companies, the provisions of section 10A(2) of the
Banking Regulation Act, 1949 ('Banking Act') specify that the overall tenure of
non-executive Directors should not exceed a period of eight (8) consecutive years.
Keeping in view the provisions of both the Companies Act, 2013 and the
Banking Regulation Act, 1949 and pursuant to the recommendations of the Nomination
Committee, the Board of Directors of the Bank had approved a proposal to re-appoint Dr. T.
S. Sridhar as Independent Director on the Board of the Bank to hold the office till the
remaining period upto February 06, 2026 as permitted under the Banking Regulation Act,
1949 from the date of his first appointment in the Bank, subject to approval of
Shareholders by means of Special Resolution at the ensuing Annual General Meeting of the
Bank.
Accordingly, the Board recommends the re-appointment of Dr. T. S.
Sridhar for a second term as an Independent Director on the Board of the Bank (not liable
to retire by rotation) for approval by shareholders in the Notice calling the ensuing
Annual General Meeting. The relevant details of Dr. T. S. Sridhar pursuant to SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard - 2 are disclosed separately in such Notice.
Directors to retire by Rotation
All directors on the Board except the Managing Director and CEO of the
Bank are Independent Directors. Hence the provisions of Section 152(6) of Companies Act,
2013 relating to retirement of directors by rotation do not apply considering the present
composition of the Board of Directors. Independent Directors are not required to retire in
terms of Section 149(13) of the said Act. Accordingly no Director including MD & CEO
is required to retire by rotation at the ensuing Annual General Meeting.
Declaration by Independent Directors
The Bank has received relevant declarations from all the Independent
Directors under Section 149(6), 149(7) of the Companies Act, 2013, notifications issued by
the Ministry of Corporate Affairs and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board is satisfied that the Independent Directors
meet the criteria of independence as stipulated under the aforesaid provisions of the
Companies Act, 2013.
Further, in compliance with MCA notification no.G.S.R.805(E) dt.22nd
October, 2019, all Independent Directors of the Bank have registered themselves in the
Independent Directors databank of Indian Institute of Corporate Affairs and are qualified
/ exempt from undertaking Self Assessment Exam.
Familiarization program for Independent Directors
The details of programme for familiarization of Independent Directors
with the Bank, their roles, rights and responsibilities in the Bank and related matters
are provided separately under the Corporate Governance Report forming part of this Annual
Report.
Performance Evaluation
In line with the provisions of the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and relevant notifications /
guidelines issued by SEBI in this regard, there exists a structured criterion as approved
by the Nomination committee of the Board for carrying out the performance evaluation of
the Board as a whole, its committees as well as Independent Directors, MD & CEO and
Chairman.
The necessary evaluations / review were carried out by the Board and
Independent Directors to determine the effectiveness of the Board, its Committees, MD
& CEO, Chairman and individual Directors. Additional information on performance
evaluation is set out in Corporate Governance section forming part of this Annual Report.
Key Managerial Personnel
Dr. N. Kamakodi, Managing Director & CEO continues to be a Key
Managerial Person. Shri. V. Ramesh, Chief Financial Officer & Company Secretary of the
Bank, was a Key
City Union Bank Limited
Managerial Personnel (''KMP'') of the Bank till February 11, 2023.
Further, with effect from the close of business hours of February 11, 2023, Shri. V Ramesh
vacated the office of Chief Financial Officer and Company Secretary. He was assigned the
whole-time role of Chief Compliance Officer and re-designated by the Board as SGM &
Chief Compliance Officer of the Bank to be in line with RBI circular no.
DoS.CO.PPG./SEC.02/11.01.005/2020-21 dt.11.09.2020.
The Board of Directors at its meeting held on February 11, 2023
appointed Shri. J Sadagopan as a KMP designated as Chief Financial Officer ("
CFO" ) and Shri. Venkataramanan S as a KMP designated as the Company Secretary
("CS'') of the Bank w.e.f. February 12, 2023 respectively pursuant to the provisions
of Section 2(51) read with Section 203 of the Companies Act, 2013.
As on the date of this report there are 3 KMPs viz. Managing Director
& CEO, CFO and CS.
AUDITORS
Statutory Central Auditor
M/s. Jagannathan & Sarabeswaran, Chartered Accountants, Chennai and
M/s. K Gopal Rao & Co., Chartered Accountants, Chennai were re- appointed as the Joint
Statutory Central Auditors ("SCAs'') of the Bank in the previous Annual General
Meeting ('AGM') held on 18th August, 2022. The term of the present SCAs will conclude at
the conclusion of the ensuing Annual General Meeting of the Bank and being eligible has
offered themselves for re-appointment in line with RBI guideline dated 27th April, 2021.
Consent has been received from the SCAs for their re-appointment and also a confirmation
to the effect that they are not disqualified to be appointed as Statutory Central Auditors
of the Bank in terms of Companies Act, 2013 & the rules made there under. An
application was made to the Reserve Bank of India seeking its prior approval for the re-
appointment of M/s. Jagannathan & Sarabeswaran, Chartered Accountants, Chennai and
M/s. K Gopal Rao & Co. Chartered Accountants, Chennai to act as Joint Statutory
Central Auditors for the FY 2023-24. In response, the RBI vide its letter No.
CO.DOS.RPD.No. S2229/08.13.005/2023-24 dt. June 22, 2023 has accorded its approval for the
re-appointment of M/s Jagannathan & Sarabeswaran, Chartered Accountants, Chennai (FRN
001204S) and M/s K. Gopal Rao & Co., Chartered Accountants, Chennai (FRN 000956S) as
the Joint Statutory Central Auditors of the
Bank for a third term for FY 2023-24. The Members are requested to
consider and approve their re-appointment as the Joint Statutory Central Auditors of the
Bank as per the agenda set out in the Notice calling this Annual General Meeting.
The Statutory Central Auditors have furnished their Report for FY 2023
which forms part of this report and there are no qualifications, reservations or adverse
remarks made by the Auditors in their report. Further, the Auditors of the Bank has not
reported any fraud under section 143(12) of the Companies Act, 2013.
Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013, read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Bank had appointed
M/s. B. K. Sundaram & Associates, Practising Company Secretaries, Tiruchirapalli as
Secretarial Auditor to conduct the Secretarial Audit of the Bank for the Financial Year
2023. The report of Secretarial Auditor 'Secretarial Audit Report' in the prescribed
format is annexed to this report as Annexure II.
Pursuant to Regulations 24A of SEBI Listing Regulations 2015, read with
relevant SEBI circular, the Bank has obtained Secretarial Compliance Report certified by
such Auditor for the financial year ended March 31, 2023, on compliance of all applicable
SEBI regulations and circulars / guidelines issued thereunder and the copy of the same was
submitted with the stock exchanges within due timelines.
There are no observations, reservations or adverse remarks made by the
Secretarial Auditor in their report except they have recorded a fact as to the levy of
penalty by the Stock Exchanges BSE Ltd., and the National Stock Exchange of India Limited
and the divergence reported by RBI. The members may refer Annexure II for more details.
CostAudit
The requirement of maintaining cost records u/s 148(1) of the Companies
Act 2013 is not applicable to the Bank.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134 (5) of the Companies Act, 2013, the
Board of Directors of the Bank hereby declares and confirms that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to material
departures.
ii) The Directors have 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 as at the end of the
Financial Year and of the Profit & Loss of the Bank for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of applicable
laws governing Banks in India for safeguarding the assets of the Bank and for preventing
and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern
basis.
v) The Directors have laid down adequate 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 have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
INSIDER TRADING NORMS
The Bank has formulated / revised the Code of Conduct pursuant to SEBI
(Prohibition of Insider Trading) Regulations, 2015 as amended from time to time
("SEBI PIT Regulations") to regulate, monitor and ensure reporting of trading by
the designated persons and other connected persons. The said code had been reviewed and
amended by the Board of Directors from time to time.
The code is adopted to maintain highest ethical standards in dealing
with securities of the Bank by persons to whom it is applicable. The code of conduct and
related policy are available in the Bank's website. weblink:
https://www.cityunionbank.com/assets/frontend/pdf/others/CUB_Code_of_Conduct.pdf
All listed companies are required to maintain an in-house Structured
Digital Database ("SDD") under Regulation 3(5) and 3(6) of SEBI (PIT)
Regulations, 2015 through which Unpublished Price Sensitive Information (UPSI) are to be
reported. In this regard our Bank has purchased a software application from M/s GNSA,
Infotech, Chennai
which has been integrated in the Bank's server. The trades of all
Designated and Connected persons ("Insiders") are monitored on a continuous
basis.
Further, in order to exercise additional vigil on the trades conducted
by all Insiders, the PAN of all the Insiders are linked in the database of RTA and thereby
the RTA furnishes a weekly report to the Bank on trades conducted by the Insiders. The
violations, if any, are reported to the Audit Committee and the Board.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE BANK AND SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
There are no material changes and commitments affecting the financial
position of the Bank which occurred between the end of the financial year of the Bank
i.e., March 31, 2023 and the date of Directors Report i.e., June 26, 2023.
During the year under review, no significant and material orders have
been passed by the Regulators except the Reserve Bank of India, which as per its final
Report on Risk Assessment for the period March 2022 has inter-alia reported divergence in
additional gross NPA amounting to '259 Crores. As per such Report the Bank had to make an
additional provisioning towards Bad & Doubtful debts to the tune of '40 Crores. The
Bank had complied with the directions of RBI.
POLICIES
Directors Appointment(s) and Remuneration / Compensation Policy
The Bank has formulated and adopted a policy on Board Diversity as per
which the Nomination Committee of the Board of Directors of the Bank conducts the
preliminary assessment for appointment of Directors on the Board of the Bank and makes
suitable recommendations to the Board for its consideration.
The Nomination Committee identifies and assesses the qualifications and
positive attributes of the proposed candidate for the position of Director based on the
disclosures / declarations received from such person under the Companies Act, 2013, the
Banking Regulation
City Union Bank Limited
Act, 1949 and also RBI guidelines. The Nomination Committee makes a
thorough scrutiny of the prospective candidate and certifies the fit and proper status to
the Board after exercising above due diligence process.
Apart from the above, the Nomination Committee while appointment of an
Independent Director also considers the Declaration on Independence furnished by the
proposed candidate for the position of Director u/s 149 (6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, the Bank has a Compensation Policy which is in accordance with
the directives issued by the Reserve Bank of India. The Bank has constituted a
Compensation & Remuneration Committee which oversees the framing, implementation and
review of the Compensation Policy of the Bank. The Remuneration Policy of the Bank is
briefed under Corporate Governance Report forming part of Annual Report.
RISK MANAGEMENT POLICY
The Bank has in place an Integrated Risk Management framework supported
by detailed policies and processes for management of Credit Risk, Market Risk, Liquidity
Risk, Operational Risk and various other risks. The details on the Risk Management
framework of the Bank is detailed in the Management Discussion and Analysis section
appended to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Bank has prepared the Business Responsibility and
Sustainability Report setting out the Bank's Social, Environmental and Governance aspects.
The same is furnished as a separate report forming part of this Annual Report.
DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013
Being a Banking company, the disclosures as required pursuant to Rule
8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014 read with Section 73 & 74
of the Companies Act, 2013 are not applicable to your Bank.
INTERNAL FINANCIAL CONTROLS SYSTEMS & ADEQUACY
The Bank has put in place adequate internal financial controls
commensurate with the size and scale of operations. The Bank has, in all material aspects,
adequate Internal Control systems over financial reporting and these controls have been
taken into consideration, the essential components of internal control stated in the
guidance note on Audit of Internal Financial Controls over Financial Reporting issued by
the Institute of Chartered Accountants of India. Such Internal Financial Controls over
Financial Reporting were operating effectively as at the end of the financial year. More
details have been set out in Management Discussion and Analysis Report which forms part of
this report.
RELATED PARTY TRANSACTIONS
The Board of Directors of the Bank has adopted a policy on Related
Party transactions which is in line with the Companies Act, 2013 and SEBI Listing
Regulations, 2015. During the reporting year, no contracts or arrangements were made by
the Bank attracting the provisions of Section 188 of the Companies Act, 2013 or SEBI
Listing Regulations. A detailed policy on the Related Party Transaction is available at
the Bank's website. Weblink:
https://www.cityunionbank.com/filemanager/PDF/RPT-policy-26%20June-2023.pdf
LOANS, GUARANTEES OR INVESTMENTS
The Loans, Guarantees or Investments made in securities by the Bank are
exempt pursuant to the provisions of section 186 (11) of the Companies Act, 2013 and hence
do not attract any disclosure required under section 134 (3)(g) of the Companies Act,
2013.
Responsibility (CSR) Committee. The Bank has established CUB
Foundation, a non-profit entity to identify suitable deserving projects, recommend and
oversee the CSR initiatives of the Bank.
The Annual Return on CSR activities as required under Rule 9 of the
Companies (Corporate Social Responsibility) Rules 2014 is furnished under Annexure III to
this report.
DISCLOSURE TO BE MADE UNDER SECTION 177(8) OF COMPANIES ACT, 2013
The Board of the Bank had constituted the Audit Committee under the
extant guidelines of Reserve Bank of India (RBI), provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details
of the composition of the Audit Committee are furnished in the Corporate Governance Report
which forms part of this Report.
CORPORATE GOVERNANCE
The Bank is committed to achieving the highest standards of Corporate
Governance and it also adheres to the Corporate Governance requirements set by the
Regulators / applicable laws. The Corporate Governance practices followed by the Bank aim
to ensure value creation for all its stakeholders through ethical decision making and
maintaining transparency.
A detailed report on Corporate Governance standards followed by the
Bank as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Companies Act, 2013 and Rules made there under alongwith Certificate of Compliance from
the Statutory Auditors are furnished separately which forms part of this report.
ANNUAL RETURN u/s 92(3) OF COMPANIES ACT, 2013 MANAGEMENT DISCUSSION
& ANALYSIS
The Annual Return pursuant to Section 92(3) of the Companies Act, 2013
is uploaded in the website of the Bank. Weblink:
https://www.cityunionbank.com/filemanager/PDF/MGT-7_2022.pdf CORPORATE
SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended and the related
notifications / circulars / guidelines issued by MCA, the Bank has established Corporate
Social
A detailed Management Discussion and Analysis Report for the year under
review as stipulated in SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 is presented as a separate section forming part of this Report.
OTHER DISCLOSURES
Conservation of Energy and Technology Absorption
In respect of the nature of activities carried out by the Bank, w.r.t.
the provisions of Section 134 (m) of the
Companies Act, 2013 relating to conservation of energy and technology
absorption, the Bank has taken every effort to conserve energy. The Bank has been
installing energy efficient equipments at all its branches including installation of Solar
panels wherever feasible and power saving LED bulbs at majority of Branches and Central
Office. The members may refer the Business Responsibility and Sustainability Report for
more details on this aspect.
On the technological front, the Bank continued to offer reliable and
secure banking service to its customers by facilitating the latest customer friendly
technological solutions. A separate para on Technology matters has been set out elsewhere
in this report.
Foreign Exchange Earnings and Outgo
The Bank continues to encourage country's export promotion by lending
to exporters and offering them forex transaction facilities.
EMPLOYEES / OTHER DISCLOSURES
Disclosures under Section 197 of the Companies Act, 2013
The disclosures pursuant to the provisions of Section 197 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are furnished as Annexure IV.
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure
V.
Disclosure under Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Bank is keen in maintaining and upholding the dignity of each and
every woman at the work place. The Bank has a policy on Prevention of Sexual Harassment at
workplace which provides for adequate safeguards and protection for women at the work
place in the organization. The Bank has complied with the requirement of constitution of
Internal Complaints Committee (ICC) under the Sexual Harassment of Women at work place
(Prevention, Prohibition and Redressal) Act, 2013.
City Union Bank Limited
There exists an online Grievance redressal forum for women employees in
the intranet server of the Bank wherein women employees of the Bank can file their
Grievance / complaint under the act. During the reporting period no complaints have been
received by the ICC.
Whistle Blower / Vigil Mechanism
Pursuant to the provisions of Section 177(9) and (10) of the Companies
Act 2013, a vigil mechanism for Directors and employees to report genuine concerns has
been established. The Bank has a policy on whistle blower / vigil mechanism which is
uploaded in the website of the Bank. Weblink:
https://www.cityunionbank.com/assets/frontend/pdf/others/Whistleblower-Policy.pdf
There exists an online forum for all employees in the intranet server
of the Bank to report genuine concerns under the mechanism. No application / compliant was
received in this regard during FY 2022-2023.
All employees and Directors have access to the Chairman of the Audit
Committee under extraordinary circumstances.
Compliance with Secretarial Standards and applicable laws
It is hereby confirmed that the Bank has complied with the Secretarial
Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2) relating
to Meetings of the Board, its Committees and Shareholders. Further proper systems are in
place to ensure compliance of all laws applicable to the Bank.
ACKNOWLEDGEMENT
The Board of Directors of the Bank would like to take this opportunity
to thank all its Customers and Stakeholders and wish to place on record its sincere
appreciation for the assistance and co-operation received from the Reserve Bank of India,
SEBI, IRDAI, NABARD, NHB, SIDBI, EXIM BANK, ECGC, DICGC, NPCI, Stock Exchanges,
Depositories, Integrated Registry Management Services Private Limited, Life Insurance
Corporation of India and all other authorities.
Your Directors also place on record their deep sense of appreciation
for the committed services rendered by the Bank's Executives, members of the Staff and all
other employees.
For and on behalf of the Board
Sd/-
M. Narayanan
Date : 26th June, 2023 DIN: 00682297
Place : Chennai Chairman