keâehees&jsš DeefYeMeemeve CORPORATE GOVERNANCE 1. DeefYeMeemeve mebefnlee hej yeQkeâ keâer veerefle yeQkeâ keâe DeefYecele nw efkeâ ßes‰ keâehee&sjsš DeefYeMeemeve JÙeJemLee ef keâmeer Yeer meb ie"ve kes â meb leg ef uele ef Jekeâeme kes â ef ueS cenlJehet Ce& meb Ieškeâ nw~ Fmemes ve kesâJeue MesÙejOeejkeâeW keâes DeefOekeâlece cetuÙe efceuesiee Deefheleg mebie"ve keâe oerIe&keâeueerve Deewj mLeeÙeer efJekeâeme Yeer nesiee~ keâehee&sjsš DeefYeMeemeve kesâ GÛÛelece ceevekeâeW keâes Øeehle keâjves kesâ ef ueS ef veos Mekeâ ceb [ue veer ef lemeb iele cet uÙeeW Deew j GÛÛe vew ef lekeâ ceeveob [es ceW efJeÕeeme jKelee nw~ efveosMekeâ ceb[ue ves Deheveer Deesj mes efJeefYeVe mše@keâ SkeämeÛeWpeeW kesâ meeLe efkeâÙes ieS metÛeeryeælee keâjej kesâ KeC[ 49 kesâ DeOeerve keâehee&sjsš DeefYeMeemeve keâer mebefnlee keâes hetCe&leÙee keâeÙee&JeefvJele efkeâÙee nw~ yeQkeâ Deheves MesÙejOeejkeâeW, «eenkeâeW, mejkeâej Deewj Deece pevelee meefnle peesefKece G"eves JeeueeW kesâ efnleeW keâer GefÛele megj#ee nsleg ve kes âJeue keâehee& s js š Deef YeMeemeve keâer meeb ef Jeef Oekeâ Dehes #eeDeeW keâe Deveg heeueve keâjsiee, Deefheleg mJesÛÚehetJe&keâ keâehee&sjsš DeefYeMeemeve keâer ßes‰lece veerefleÙeeW keâe Yeer heeueve keâjsiee~ 2. efveosMekeâ ceC[ue yeQkeâkeâejer efJeefveÙeceve DeefOeefveÙece, 1949 Deewj yeQkeâkeâejer kebâheveer (Ghe›eâceeW keâe Depe&ve Deewj DeblejCe) DeefOeefveÙece, 1970 leLee je°^erÙeke=âle yeQkeâ (ØeyebOeve SJeb efJeefJeOe ØeeJeOeeve) Ùeespevee, 1970 kesâ ØeeJeOeeveeW kesâ Deveg¤he yeQkeâ kesâ efveosMekeâ ceC[ue keâes efJeefveÙeefcele efkeâÙee ieÙee nw~ Yeejle mejkeâej Éeje DeOÙe#e SJeb ØeyebOe efveosMekeâ Deewj keâeÙe&heeuekeâ efveosMekeâ veecekeâ oes hetCe&keâeefuekeâ efveosMekeâeW keâer efveÙegefòeâ keâer ieF& nw~ efveosMekeâ ceC[ue ceW efJeòe ceb$eeueÙe (Yeejle mejkeâej), YeejleerÙe efj]peJe& yeQkeâ, yeQkeâ kesâ DeefOekeâejer keâce&Ûeejer Deewj keâce&Ûeejer keâeceieej keâe Skeâ-Skeâ ØeefleefveefOe efveosMekeâ meefcceefuele nQ~ oes efveosMekeâ, Yeejle mejkeâej Éeje veeefcele nQ Deewj Ûeej efveosMekeâ Yeejle mejkeâej kesâ DeueeJee MesÙejOeejkeâeW ceW mes MesÙejOeejkeâeW Éeje ÛeÙeefvele nQ~ 2.1 efveosMekeâeW kesâ efJeJejCe efveosMekeâeW kesâ efJeJejCe veerÛes efoÙes ieS nQ : 1. Bank’s Philosophy on Code of Governance The Bank believes that good Corporate Governance practices are ingredients for the balanced development of an organisation which would not only maximise the shareholders value but would also have sustained and long lasting development of the organisation. The Board of Directors believe in ethical values and high moral standards in achieving the highest standards of Corporate Governance. The Board of Directors on its part has implemented the Code of Corporate Governance under clause 49 of the listing agreements entered into with various stock exchanges. The Bank shall not only comply statutory requirements of Corporate Governance but shall also follow voluntarily the best practices of Corporate Governance in the Bank in order to best serve the interests of its stakeholders including Shareholders, Customers, Government and Public at large. 2. Board of Directors The Board of Directors of the Bank is governed by the provisions of the Banking Regulations Act, 1949, Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 & Nationalised Banks (Management & Miscellaneous Provisions) Scheme, 1970. The Chairman & Managing Director and Executive Director are two whole time Directors appointed by the Govt. of India. The Board comprises of a director each represented by Ministry of Finance (Government of India), Reserve Bank of India, Officer Employee and Workmen of the Bank, two Directors nominated by Government of India and four Directors elected by shareholders from amongst shareholders other than the Government of India. 2.1 Particulars of Directors The Particulars of Directors are given as under : 33
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The Bank believes that good Corporate Governancepractices are ingredients for the balanced development ofan organisation which would not only maximise theshareholders value but would also have sustained and longlasting development of the organisation. The Board ofDirectors believe in ethical values and high moral standardsin achieving the highest standards of CorporateGovernance.
The Board of Directors on its part has implemented theCode of Corporate Governance under clause 49 of thelisting agreements entered into with various stockexchanges. The Bank shall not only comply statutoryrequirements of Corporate Governance but shall also followvoluntarily the best practices of Corporate Governance inthe Bank in order to best serve the interests of itsstakeholders including Shareholders, Customers,Government and Public at large.
2. Board of Directors
The Board of Directors of the Bank is governed by theprovisions of the Banking Regulations Act, 1949, BankingCompanies (Acquisition and Transfer of Undertakings) Act,1970 & Nationalised Banks (Management & MiscellaneousProvisions) Scheme, 1970. The Chairman & ManagingDirector and Executive Director are two whole timeDirectors appointed by the Govt. of India. The Boardcomprises of a director each represented by Ministry ofFinance (Government of India), Reserve Bank of India,Officer Employee and Workmen of the Bank, two Directorsnominated by Government of India and four Directorselected by shareholders from amongst shareholders otherthan the Government of India.
2.1 Particulars of DirectorsThe Particulars of Directors are given as under :
Sr. Name of Directors Age Qualification Directorship Membership in *Membership Chairmanship ChairmanshipNo. and Tenure in in other Committees of in Committees in Committees in Committees
Yrs. Companies Dena Bank of other of Dena Bank of otherCompanies Companies
efveosMekeâeW kesâ efJeJejCe PARTICULARS OF DIRECTORS
1
2
3
ßeer S. peer. peesMeer (De.Øe.efve.)Shri A.G. Joshi (CMD)
* uesKee hejer#ee meefceefle / heeefjßeefcekeâ meefceefle/MesÙejOeejkeâ Deewj efveJesMekeâ efMekeâeÙele meefceefleÙeeW hej Fme ØeÙeespeve kesâ efueS efJeÛeej efkeâÙee peelee nw~* Audit Committee/Remuneration Committee/Shareholders & Investors Grievance Committees are considered for this purpose
39
keâehees&jsš DeefYeMeemeveCORPORATE GOVERNANCE
3.1 meefceefleÙeeW keâer yew"keâeW ceW GheefmLeefle keâe efJeJejCe efvecveevegmeej nw :3.1 The Status of attendance in the meetings of the committees is as under:
efveosMekeâ keâe veece efveosMekeâ ceb[ue keâer yew"keâ ØeyebOeve meefceefle uesKee hejer#ee meefceefleName of Director Board Meeting Management Committee Audit Committee
DeOÙe#e ßeer S. peer. peesMeer ßeer S. peer. peesMeer ßeer ceveg Ûe{d{eChairman Sh. A. G. Joshi Sh. A. G. Joshi Sh. Manu Chadha
[e@. S. kesâ. KeC[sueJeeue [e@. S. kesâ. KeC[sueJeeue ßeer S. S. ieueeb[sDr. A K Khandelwal Dr. A K Khandelwal Sh. A.A. Galandeefoveebkeâ mes / From efoveebkeâ mes / From efoveebkeâ mes / From
Dr A. K. Khandelwal (CMD) 02 02 03 03 ueeiet veneR/NA ueeiet veneR/NA(mes / From 05.02.2004)ßeer S. peer. peesMeer (De.Øe.efve.)
Sh. A. G .Joshi (CMD) 13 13 13 13 ueeiet veneR/NA ueeiet veneR/NA(lekeâ / Upto 31.12.2003)ßeer Sme. meer. Jeesnje (keâeÙe&.efve.)Shri S. C Vohra (ED) 02 02 02 02 01 01(lekeâ / Upto 30.04.2003)ßeer S. kesâ. jeÙeSh. A.K. Rai 20 15 16 15 12 09ßeer heer. efJepeÙe YeemkeâjSh.P.Vijaya Bhaskar 06 02 03 02 02 02( mes / From 09.01.2004)megßeer «esme F&. keâesMeerMs. Grace E. Koshie 14 10 13 12 10 08(lekeâ / Upto 08.01.2004)ßeer megOeerj kesâ. peesMeerhegjeSh.Sudhir K. Joshipura 20 20 03 03 ueeiet veneR/NA ueeiet veneR/NAßeer yeer. šer. Deej. jsñerSh. B. T. R. Reddy 20 20 ueeiet veneR/NA ueeiet veneR/NA ueeiet veneR/NA ueeiet veneR/NAßeer leguemeer De«eJeeueSh. Tulsi Agarwal 20 15 ueeiet veneR/NA ueeiet veneR/NA 12 09ßeerceleer megosMe ÙeeoJeSmt. Sudesh Yadav 20 17 03 02 ueeiet veneR/NA ueeiet veneR/NAßeer Sme. meer. JeOeJeeSh. S. C. Wadhwa 20 16 10 07 ueeiet veneR/NA ueeiet veneR/NAßeer Delegue S. ieueeb[sSh. Atul.A Galande 20 17 10 08 01 01ßeer meer. Sce. oeref#eleSh. C. M . Dixit 20 20 03 03 ueeiet veneR/NA ueeiet veneR/NAßeer ceveg ÛeÌ{d{eSh. Manu Chadha 20 15 03 02 11 11
* Fvemes mebyebefOele keâeÙe&keâeue kesâ oewjeve * During their respective tenure
4. Committees of Directors
In accordance with the guidelines issued by ReserveBank of India and the guidelines on CorporateGovernance, the Bank has constituted variousCommittees of the Board of Directors, the details ofwhich are given as below :
4.1 Management Committee of the Board of Directors
The Bank has constituted Management Committeeas per provisions of Nationalised Banks (Managementand Miscellaneous Provisions) Scheme, 1970. Themain functions of the Committee include sanctioningof Credit Proposals, proposals for approval of Capitaland Revenue Expenses and Investments inGovernment and other approved Securities / Sharesand Debentures of Companies including Underwritingetc. which are beyond the discretionary powers of theChairman & Managing Director and any other matterreferred to Management Committee by the Board.
Dr. A K. Khandelwal (Chairman of the Committee),Shri A.K. Rai, Shri P. Vijaya Bhaskar, Shri SudhirJoshipura and Shri C.M. Dixit were the members ofthe Committee as on March 31, 2004. The Committeemet on 16 occasions from April, 2003 to March 2004.
4.2 Audit Committee of the Board
The Bank has constituted Audit Committee of theBoard of Directors in October 1995 as per instructionsof the Reserve Bank of India and the committee wasreconstituted in the month of September 1997.
The function of Audit Committee includes overseeingthe audit functions, review of Bank’s financialperformance, review critical findings of concurrent/other inspections / audits, compliance with accountingstandards and all other matters specified under Clause49 of the Listing Agreement of the Stock Exchange.The Committee considered the Annual Accounts forthe financial year 2003-04 before recommending thesame to the Board for approval.
The Audit Committee of the Board of Directorscomprises five members of Board of Directors. Thefollowing is the present composition of AuditCommittee of the Board of Directors in the Bank:
(a) Executive Director of the Bank
(b) Two Official Directors (i.e. Nominees of Govt. ofIndia and RBI); and
(c) Two Non-Official, Non-Executive Directors.
As on March 31, 2004, Shri A.K. Rai, Shri P. VijayaBhaskar, Shri Tulsi Agarwal and Shri Atul Ashok
Galande (Chairman of the Committee) are membersof the Audit Committee. Shri Atul Ashok Galande ,Non-Official, Non-Executive Director is a CharteredAccountant representing shareholders. During theyear under review, the Audit Committee met on 12occasions.
4.3 Advisory Committee of Board of Directors forPriority Sector Advances
The main functions of the Committee include reviewof the progress made in Priority Sector Advances andformulation and implementation of existing and newschemes. The Committee evaluates the performancein the light of corporate goals set in each area. TheCommittee also gives directions / guidelines andsuggests remedial measures for overcomingweakness and deficiencies in different areas forensuring better performance.
The Committee was discontinued by the Board at itsmeeting held on March 10, 2004. The Committee metonce during the period from April 1, 2003 toMarch 10, 2004.
4.4 Committee of Directors on InformationTechnology
The Committee was constituted by the Board at itsmeeting held on April 01,2003 to discuss variousissues relating to the Information Technology in theBank. Shri A.K. Rai, Shri B.T. R. Reddy, Shri TulsiAgarwal and Shri C.M. Dixit were the members of theCommittee. The Committee was discontinued by theBoard in its meeting held on March 10,2004. Duringthe period , the Committee met on 03 occasions.
4.5 Committee of Directors on Integrated RiskManagementThe Committee was formed in the month of June 2001and its functions include overseeing all r iskmanagement activities including identifying underlyingrisks perceptions, prescribing risk assessment andquantification methodologies, fixing tolerance level forrisk exposures, guiding the line management on riskmanagement and mitigation techniques etc.
Dr. A.K. Khandelwal (Chairman of the Committee),Shri A.K. Rai, Shri B.T.R. Reddy, Shri S.C. Wadhwaand Shri C.M. Dixit were the members of theCommittee as on March 31, 2004. Dr. A.K. Khandelwalis the Chairman of the Committee. During the yearunder review, the Committee met on 03 occasions.
4.6 Committee of Directors to Monitor Non-Performing Assets
The Committee was constituted in the month of June
Gòeâ meefceefle keâe ie"ve 21.06.2000 keâes efkeâÙee ieÙee Lee
21,2000 and the main functions of the Committee areto periodically review the position of Non-PerformingAssets and to draw revival / rehabilitation plans inappropriate cases. It recommends suggestions /measures to be taken for reducing the NPAs. It alsoensures that the Non-Performing Assets are attendedproperly and information system is streamlined andthe rehabilitation measures are synchronized with theUnits’ progress and potential viability.
Dr. A.K. Khandelwal, Smt. Sudesh Yadav, Shri S.C.Wadhwa and Shri Manu Chadha were the membersof the Committee as on March 31, 2004. During theyear under review, the Committee met on 07 occasions.
4.7 Shareholders / Investors Grievance Committee
The Bank constituted a Shareholders / InvestorsGrievance Committee in the month of October 2001for addressing issues of Shareholders / Investors likeTransfer of Shares / Bonds, non-receipt of AnnualAccounts, non-receipt of Dividends / Interest etc.
Shri Sudhir K. Joshipura, Shri S.C. Wadhwa and ShriC.M. Dixit were the members of the Committee as onMarch 31, 2004. During the year under review, theCommittee met on 04 occasions.
4.8 Special Committee for Monitoring of Large ValueFraudsThe Bank has constituted a Special Committee tomonitor large value frauds. The tenure of theCommittee is one year i.e From January 24, 2004 toJanuary 23, 2005.Dr. A.K. Khandelwal (Chairman of the Committee),Shri A. K. Rai, Shri Tulsi Agarwal, Smt. Sudesh Yadavand Shri Manu Chadha are the members of theCommittee. During the year under review, theCommittee did not hold any meeting.
5. Committees of Executives
5.1 In-house Committee of Executives on Investmentsand Money Market Operations
The Bank has constituted an In-house Committee ofExecutives for Investment and Money MarketOperations. The said Committee reviews all the deals/ transactions and the matters relating to Investments& Funds Management transactions made during theweek and periodically gives necessary guidelines.
The Committee is chaired by Executive Director andin his absence, by the Senior most General Managerin the Committee. During the year under review, thecommittee met on 52 occasions.
The Bank has constituted Assets LiabilityManagement Committee (ALCO) with ExecutiveDirector as Chairman of the Committee and in hisabsence, by senior most General Manager in theCommittee. The functions of the Committee inter-alia, includes overseeing risk management, interestrate sensitivity of assets and liabilities and fixation ofinterest rates etc.
The functional General Managers and otherexecutives from the Head Office are other membersof the Committee. During the year under review, theCommittee met on 12 occasions to discuss and reviewthe progress of ALM implementation in the Bank.
5.3 In-House Share Transfer Committee
The Bank has constituted an In-House Share TransferCommittee of the executives of the Bank for approvingthe Share Transfer, which are processed by the ShareTransfer Agents of the Bank. The Committee alsoperiodically reviews the progress of the Dematposition and movement in Share prices of the Bank.
General Manager (Accounts, Treasury and RiskManagement), Chief Manager (Legal), Chief Manager(Board Secretariat) and Senior Manager (IRC & CSD)are the members of the Committee. General Manager(Accounts, Treasury and Risk Management) is theChairman of the Committee. During the year underreview, the Committee met on 23 occasions.
5.4 Internal Committee of Executives on Premises
The Internal Committee of Executives was constitutedon September 01, 1994 as per approval of the Boardof Directors and the Committee is reconstituted fromtime to time. The main functions of the Committeerelates to premises of the Bank such as acquisitionof leased premises, renewal of lease and surrenderof leased premises etc.
Chairman & Managing Director, Executive Director(presently post vacant), General Manager (Planning),General Manager (Credit), Deputy General Manager(Legal), Deputy General Manager (GAD) andAssistant General Manager (GAD) are the membersof the Committee. Chairman & Managing Director isthe Chairman of the Committee. During the yearunder review, the Committee met on 10 occasions.
6. Remuneration of Directors
The Chairman & Managing Director and theExecutive Director are paid salary / remuneration asper extant guidelines of the Government of India andare not paid sitting fees for attending the Board andother Committee meetings of the Bank. All other
Non-Executive Directors except RBI nomineeDirector & Govt. Director were paid sitting fees ofRs.1000/- for attending each Board Meeting andRs.500/- each for attending any other Committeemeeting respectively. Government of India w.e.f15th January, 2004 has revised sitting fees payableto the Directors from Rs.1000/- to Rs.5,000/- forattending each Board Meeting and from Rs.500/- toRs.2,500/- for attending any other committee meetingrespectively.All the Non-Executive Directors are also reimbursedthe expenses incurred by them towards conveyance,travelling, halting etc. for attending the meetings inaddition to sitting fees as mentioned above. Allmatters relating to remuneration of Non-ExecutiveDirectors are governed by the provisions containedin The Nationalised Banks (Management &Miscellaneous Provisions) Scheme, 1970.
7. General Body Meetings
The details of the last three Annual General Meetingsare given as below :
Details of the Date & Time VenueMeetingSeventh Annual Friday, Auditorium,General Meeting 8th August, 2003 Sir Sorabji
at 4.00 p.m. PochkhanawalaBankers’ TrainingCollege, J.V.P.D.Scheme, Vile Parle (W),Mumbai-400 056
Sixth Annual Friday, Auditorium,General Meeting 12th July,2002 Sir Sorabji
at 3.00 p.m. PochkhanawalaBankers’ TrainingCollege, J.V.P.D.Scheme, Vile Parle (W),Mumbai-400 056
Pursuant to the provisions of The Banking Companies(Acquisition and Transfer of Undertakings) Act, 1970,an Extraordinary General Meeting of the Bank washeld on.
(a)18.01.2003 for election of four directors fromamongst shareholders other than the CentralGovernment.
(b) 25.11.2003 for seeking consent for Second PublicIssue of the Equity Shares.
8. Disclosures:
a. There have been no significant related partytransactions, pecuniary transactions or relationship
between the Bank and its Directors for the yearended March 31, 2004 that may have a potentialconflict with the interest of the Bank at large.
b. There were no cases of non-compliance by theBank and no penalties/strictures were enforcedon the Bank by Stock Exchange / SEBI or anyother statutory authority on any matter related tothe capital markets during the last three yearsexcept in the year 2001-02, Securities andExchange Board of India (SEBI) has, underRegulations 28 (3) of the SEBI (Bankers to anIssue) Regulations,1994 issued a warning to theBank to exercise more care and diligence in itsdealings as Banker to Issue. The warning wasissued for non-compliance of the regulations inthe public issue of M/s. Saket Extrusion Limited in1994, wherein the Bank was one of the Bankersto the Issue.
c. Pursuant to Regulation 12 (1) of the SEBI(Prohibition of Insider Trading) Regulations,1992as amended, the Bank has implemented a Codeof Internal Procedure and conduct for preventionof insider trading and also laid down the procedurefor Corporate Disclosures for prevention of InsiderTrading in the securities of the Bank.
9. Share Transfer System and Redressal of InvestorGrievances.
The Bank has appointed M/s. Sharepro Services asShare Transfer Agents of the Bank and the ShareTransfers / Transmission, Dividend payments and allother investors related matters are attended to andprocessed at the office of Share Transfer Agents ofthe Bank. The Share Transfer Agents, after processingthe requests of investors, put the same to ShareTransfer Committee of the Executives of the Bankwhich approves the Transfer / Transmission etc. ofShares of the Bank.
The Bank, as an issuer, has entered into agreementswith NSDL and CDSL for Dematerialisation of Shares.The Shares of the Bank are under compulsory Demat.In terms of SEBI guidelines, the Share Transfer Agentsof the Bank is also extending the facility of Transfer-cum-Dematerialisation to Shareholders of the Bank.
Shareholders may lodge their Transfer Deeds and anyother document, including complaints at any of thefollowing addresses of Registrar & Share TransferAgent of the Bank and/or Bank’s Investor RelationsCentre :
M/s. Sharepro Services, Dena BankUnit-Dena Bank, Investor Relations CentreSatam Estate, 3rd Floor, Maker Towers ‘E’ 10th Floor,Above Bank of Baroda, Cuffe Parade, Colaba,Cardinal Gracious Road, Mumbai-400 005Chakala, Andheri (East),Mumbai- 400 099.
As on March 31, 2004, no complaints /correspondences from Shareholders were pending.The Bank has responded / replied to all the complaints/ correspondences from the Shareholders, howeverin some cases, further correspondences/ compliancesfrom the shareholders were awaited.
10. Financial Calendar
Financial Year April 1, 2004 to 31st March, 2005
Board Meeting for consideringthe Accounts and recommendationof dividend, if any 07/05/2004
Dates of Book Closures 10/06/2004 to17/06/2004
Last date for receipt of proxy form 12/06/2004
Date of Eighth AnnualGeneral Meeting 17/06/2004
Board Meeting for taking Within one monthon record the Quarterly from end of eachresults of the Bank quarter
11. General Shareholder informationDate, Venue of June 17,2004 at 3.00 P.MEighth Annual Auditorium,General Meeting Sir Sorabji Pochkhanawala
Bankers’ Training College,J.V.P.D. Scheme,Vile Parle (West),Mumbai- 400 056
Listed on Stock Mumbai, Ahmedabad,Exchanges Delhi & National Stock
Regional Language Newspaper.Shareholding Pattern isdisplayed on website of theBank i.e. www.denabank.com
Compliance Officer’s Shri Ajit KumarName, Designation Company Secretary,and Address Investor Relations Centre,
Dena Bank, Head Office,10th Floor, Maker Towers ‘E’Cuffe Parade, Colaba,Mumbai- 400 005
12. Shareholding Pattern as on March 31, 2004
The Equity shares of the Bank are listed on Mumbai,Delhi, Ahmedabad and National Stock Exchange ofIndia. The Bank has paid the Annual Listing Fees tothese Stock Exchanges before April 30, 2004. Theshareholding pattern of the Bank as on March 31,2004 is as follows :
S/No. Category of the Nos of Shares held % of shares
Re : Auditors’ Certificate on Corporate Governance
We have examined the compliance of the conditions ofCorporate Governance by Dena Bank for the year endedMarch 31, 2004, as stipulated in clause 49 of the ListingAgreements of the said Bank entered into with variousStock Exchanges i.e. Mumbai, National Stock Exchange(NSE), Ahmedabad and Delhi Stock Exchange.
The compliance of the conditions of corporate governanceis the responsibility of the management. Our examinationwas limited to the procedures and implementation thereof, adopted by the Bank for ensuring the compliance of theconditions of the Corporate Governance. It is neither anaudit nor an expression of opinion of the financial statementof the Bank.
We certify that, in our opinion, and to the best of ourinformation and according to explanations given to us, theBank has complied with the conditions of CorporateGovernance as stipulated in the above mentioned listingagreements except that the Company Secretary of theBank is not acting as Secretary to the Audit Committee.
We state that no investor grievances are pending for aperiod exceeding one month against the Bank as per thecertificate of the Registrar and Transfer Agent of the Bank.
We further state that such compliance is neither anassurance as to the future viability of the Bank nor theefficiency or effectiveness with which the management hasconducted the affairs of the Bank.