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UCO Bank
BSE: 532505 | NSE: UCOBANK | ISIN: INE691A01018 | Banks - Public Sector
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
1. Corporate Governance Philosophy
UCO Banks Corporate Governance Philosophy is based on high standard of
universally accepted ethical values and disciplined approach in its
every action so as to optimize the value of all its stakeholders and
safeguard their interest. The policies, procedures and practices that
are installed in the organization ensure requisite care and diligence
in every area of its functioning at the same time providing
transparency, accountability and financial stability so as to achieve
new heights of excellence year after year and discharge its social
obligations.
2. Board of Directors
The constitution of the Board of Directors is governed by the
provisions of the Banking Regulation Act 1949, Banking Companies
(Acquisition & Transfer of Undertakings) Act 1970, Nationalised Banks
(Management & Misc Provisions) Scheme 1970 and The Banking Companies
(Acquisition & Transfer)) & Financial Institutions Laws (Amendment) Act
2006. The directors are experienced and have requisite expertise in the
field of banking and management so as to provide appropriate direction
and exercise proper control in the functioning of the Bank.
2.1 The Chairman & Managing Director, two Executive Directors are the
whole time directors appointed by Government of India while the other
directors include the following :-
2.1.1. A representative each of -
(i) Government of India (GOI)
(ii) Reserve Bank of India (RBI)
(iii) Workmen Employees
(iv) Officers Employees
2.1.2 A Chartered Accountants Director appointed by Government of India
2.1.3 Two Directors elected by the shareholders
2.1.4 Other Director (S) nominated by central Govrnment u/s 9(3)(h) of
the relevent statute.
2.2 As on 31 * March, 2008, the position of director representing
workmen employees was vacant, pending nomination by the Government of
India.
Sr. Name & Designation Date of
No. of the Director assuming
office
1. Shri S. K. Goel, CMD 01.08.2007
2. Shri V. K. Dhingra, ED 06.06.2007
3. Shri B. M. Mittai, ED 07.11.2007
4. Dr. A. Bhattacharya, Govt. Nominee Director 16.07.2007
5. Shri N. R Sinha, RBI Nominee Director 27.02.2007
6. Shri J. C. Shandil, Officer Employees Director 08.10.2004
7 Shri Nirmal Khatri, Non-official Director 15.09.2005
8. Shri R L. Mittai, Non-pfficial Director 02.01.2007
9. Shri R. N. Jain, Shareholder Director 13.03.2008
10. Shri S. C. Gupta, Shareholder Director. 13.03.2008
No. of membership Holding of UCO Bank
in Board Committee(s) shares by the
of UCO Bank Directors as on 31.03.08
7 NIL
6 NIL
6 NIL
6 NIL
7 NIL
2 NIL
2 NIL
5 NIL
3 200
5 110
Directors who retired during the year ended on 31.03.2008
SI. Name of the Date of joining
No. Director
1. Shri V Sridar, Ex -Chairman & Managing Director 09.12.2004
2. Shri S A Bhat, Ex -Executive Deirector 02.02.2004
3. Dr. A K Lahiri,Ex Govt. Nominee Director 25.03.2004
4. Shri K Vijayan,Ex- Workmen Employee Director 31.12.2001
5. Dr. R A Yadav, Ex -Shareholders Director 23.11.2004
6. Shri Satya Prakash Mongol 23.11.2004
7. Mrs Omen Moyong Deori, Ex -Non-Executive Director 10.01.2006
Date of cessation No. of Board
of Directorship meetings held/
attended during
his/her tenure
1.8.2007 6/6
5.6.2007 3/3
15.7.2007 5/4
31.12.2007 12/11
23.11.2007 11/11
23.11.2007 11/11
19.12.2007 12/5
2.4.The details of the attendance of each Director at the Board
Meetings, no. of other Board Committees where he/she is a member or
Chairperson during the year and directorship of other
companies/corporations are furnished hereunder:
ACB = Audit Committee of the Board, CHR = Committee on HR related
issues of the Bank, CSC = Customer Service Committee, MCJ3 = Management
Committee of the Board, NCB = Nomination Committee of the Board, RCB =
Remuneration Committee of the Board. RMCB = Risk Management Committee
of the Board, SGRCB = Shareholders Grievance Redressal Committee of
the Board, STCB = Share Transfer Committee of the Board, SCBMLV =
Special Committee of the Board for Monitoring Large Value Frauds.
2.5 Dates of Board Meetings :
During the period under review, sixteen Board Meetings were held on
following dates as against minimum of six prescribed under Clause 12 of
Nationalised Banks (Management & Miscellaneous Provisions) Scheme 1970
(as amended) and minimum of four meetings stipulated Clause 49 of the
Listing Agreement :
19.06.2007 03.07.2007 28.07.2007
15.10.2007 17.11.2007 07.12.2007
15.03.2008
2.6 Bio-data of new directors on the Board :
During the period 2007-08 six new directors joined the Board whose
brief bio-data are also given.
Shri S. K. Goel :
Shri Goel, First Class M.A. in Economics having LLB and CAIIB as
Professional qualifications, took over as Chairman & Managing Director
of the Bank w.e.f 1.8.2007. He brought with him rich and varied
experiences of more than three decades in the field of commercial and
operational banking. Prior to his joining this Bank Shri Goel was the
Executive Director of Allahabad Bank.
Shri V. K. Dhingra :
Shri Dhingra, a post graduate in Commerce took up Banking as career
which gave him rich exposure during his service to the industry for
more than three and half decades. Before taking up the current
assignment, he was the General Manager of Union Bank of India.
Shri B. M. Mittal
Shri Mittal, an engineer by education is a gold medalist in the
Banking Examination conducted by Indian Institute of Bankers. He is
also a diploma holder in Bank Management from NIBM with experiences of
more than three and half decades in the areas of Banking operations and
management. Before taking up the current assignment he was the Chief
General Manager of Punjab National Bank.
Dr. A.Bhattacharya
Dr. Bhattacharya, joined the Board as nominee of the Central
Government. He is Doctorate in Economics and civil servant of
Government of India since 1981. Presently, he is the Director of DRT &
Development in the Ministry of Finance.
Shri S. C. Gupta
Shri Gupta joined the Board w.e.f. 13th March 2008 after being elected
Director by the shareholders. He is B.Com and LL.B besides being a
fellow member of the Institute of Chartered Accountants of India. He is
a practising Chartered Accountant for more than 32 years with rich
experiences in the field of Banking, finance and audit. Previously, he
was Director of UCO Bank and of Canara Bank thereafter.
Shri R. N. Jain
Shri Jain also got elected by the shareholders as the Director and
joined the Board w.e.f. 13th March 2008. He is a First class Graduate
in Mechanical Engineering and himself is an entrepreneur having
experiences in the fields of engineering and manufacturing of auto
components. Shri Jain takes keen interest in social work and was a
Director of Allahabad Bank.
3.0 Committees of the Board :
Pursuant to the instructions/guidelines/directives issued by the
Reserve Bank of India, Government of India, various committees of
directors have been constituted with the objectives of streamlining the
decision making process, effective monitoring and follow up of various
activities falling within the terms of references of such
committees.Particulars of the various standing committees are as under
:
3.1. Audit Committee of the Board (ACB) :
As per directive of RBI, the Bank has constituted the Audit Committee
of the Board with five directors as against minimum of three directors
stipulated in Clause 49 of the Revised Listing Agreement with Stock
Exchanges. All the Directors in the committee are financially literate
and Shri RL. Mittal, the Chairman of the Committee, is a senior fellow
member of the Institute of Chartered Accountants of India (ICAI).
3.1.1. Primary objectives :
ACB oversees, reviews and provides directions to the internal audit/
inspection function in the Bank in order to ensure and enhance the
effectiveness of the Audit and Inspection functions as strong
management tool. In respect of internal audit, the ACB reviews the
internal inspection/audit function of the Bank - the system, its
quality and effectiveness in terms of the objective. As regards
external audit, the committee reviews all the issues raised in the Long
Form Audit Report. Besides, it interacts with external auditors before
finalization of Reviewed/Audited Accounts with special reference to
changes in accounting policies, practices, qualifications in the draft
audit report and compliance with the accounting standard. It also
addresses all issues/concerns raised in Annual Financial Inspection
Report of RBI. The committee also reviews the internal control system,
the areas of house keeping, reconciliation, fraud and other related
matters.
Name Designation
Shri V. K. Dhingra Executive Director
Shri B. M. Mittal Executive Director
Dr. A. Bhattacharya Govt. Nominee Director
Shri N. R Sinha RBI Nominee Director
Shri R L. Mittal Non-official Director
Shri Nirmal Khatri Non-official Director
Shri S. A. Bhat Ex-Executive Director
Kumar Lahiri Ex-Govt. Nominee Director
Shri Satya Prakash Mangal Ex-Shareholder Director
and Ex Chairman of the Committe
Meetings held/attended Remarks
during the tenor
5/5 Member, ACB
1/1 Member, ACB
16.7.2007
4/3 Member, ACB w.e.f. 16.7.2007
7/4 Member, ACB w.e.f. 27.2.2007
17.11.2007 7/7 Chairman, ACB
(Member w.e.f. 17.11.2007)
1/0 Member, ACB w.e.f. 17.11.2007
04.06.2007 2/2 Retired w.e.f.04.06.2007
15.07.2007
3/0 Retired w.e.f 15.07.2007
22.11.2007
6/6 Retired w.e.f. 22.11.2007
3.1.3 Dates on which ACB Meetings were held :
During the year under review, seven meetings of the Committee were held
vis-a-vis minimum of four meetings in a year, stipulated in Clause 49
of the Listing Agreement.
3.2.0 Management Committee of the Board (MCB) :
The Committee is constituted as per Provision of Nationalised Banks
(Management & Miscellaneous Provision) Scheme 1970 (as amended) Its
members are Chairman & Managing Director, Executive Directors,
Chartered Accountant Director nominated by the Government of India and
three Directors nominated by the Board from amongst the Directors
referred to in Clauses (d), (e), (f),(h) and (i) of Section 9(3) of the
Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970.
The Directors nominated by the Board shall hold office for not more
than six months at a time. The Chairman & Managing Director is the
Chairman of the Committee.
3.2.1. The objectives of the committee are to consider and approve :
i) high value credit/loan, compromise and write off proposals.
ii) high value proposals for capital and revenue expenditure and those
relating to acquisition and hiring of premises including deviation from
prescribed norms for acquisition/hiring of premises.
iii) Proposal for high value investments in Govt, and other approved
securities including investment in shares/debentures of companies as
well as high value proposals of underwriting, making donations and
iv) Any other matter of similar nature referred to it by the Board from
time to time.
3.2.2 Composition of the MCB and details of the meeting attwded by the
members of. MCB
Name Designation
Shri S. K. Goel Chairman & Managing Director
Shri V. K. Dhingra Executive Director
Shri B. M. Mittal Executive Director
Shri N. R Sinha RBI Nominee Director
Shri R L Mittal Non-official Director
Shri R. N. Jain Shareholder Director
Shri S. C. Gupta Shareholder Director
Shri V. Sridar Ex-Chairman & Managing Directo
Meetingsheld/ Remarks
attended during the tenor
13/13 Chairman, MCB w.e.f. 1.8.2007
16/16 Member w.e.f. 6.6.2007
8/6 Member w.e.f. 7.11.2007
14/10 Member w.e.f. 7.11.2007
20/18 Member w.e.f. 28.07.2007
1/0 Member w.e.f. 16.3.2008
1/1 Member w.e.f. 16.3.2008
7/7 Retired w.e.f.01.08.2007
Name Designation
Shri S. A. Bhat Ex-Executive Director
Dr. R. A. Yadav Ex-Shareholder Director
Shri Satya Prakash Mangal Ex-Shareholder Director
Shri Nirmal Khatri Non-official Director
Ms. Omem Moyong Deori Non-official Director
Shri K. Vijayan Ex-Workmen Employee Director
Shri J. C. Shandil Officer Employee Director
Meetings held/ Remarks
attended during the tenor
4/4 Retired w.e.f. 05.06.2007
9/9 Retired w.e.f. 16.09.2007
4/4 Retired w.e.f. from 23.11.2007
10/4 Retired w.e.f. 16.3.2008
1/0 19.12.2007
1/0 Expired on 19.12.2007
11/10 Retired w.e.f. 23.11.2007
9/9 Retired w,e.f. 16.09.2007
3.2.3 Meetings of the MCB held on
During period under review, the Committee held 20 meetings on the
following dates :
3.3.0. Risk Management Committee of the Board (RMCB):
The committee identifies, evaluates, monitors and guides the Bank on
various categories of risks to which the Banks business is exposed and
devises, based on periodical review and monitoring, such strategies as
would ensure stability and efficiency of the national and international
business operations of the Bank. It also supervises and monitors the
functioning of Assets & Liability Management System (ALM) in the Bank.
3.3.2 Composition of the RMCB Committee and details of the meeting
attended by the members of RMCB
Name Designation
Shri S. K. Goel Chairman & Managing Director
Shri V. K. Dhingra Executive Director
Shri B. M. Mittal Executive Director
Dr. A. Bhattacharya Govt. Nominee Director
Shri N. R Sinha RBI Nominee Director
Shri V. Sridar Ex- Chairman & Managing Director
Shri S. A. Bhat Ex- Executive Director
Dr. Ashok Kumar Lahiri Ex-Director
Dr. R. A. Yadav Ex-Director
Meetings held/attended Remarks
during the tenor
3/3 Chairman w.e.f. 1.8.2007
3/3 Member w.e.f. 6.6.2007
2/1 Member w.e.f. 7.11.2007
3/1 Member w.e.f.06.07.2007
2/4 Member w.e.f. 27.02.2007
1/1 Retired w.e.f. 01.08.2007
1/1 Retired w.e.f. 05.06.2007
1/0
1/0 Retired w.e.f. 16.07.2007
2/2 Retired w.e.f. 23.11.2007
3.3.3. Dates of RMCB Meetings
02.06.2007 28.09.2007 25.01.2008 15.03.2008
3.4.0.Shareholders Grievances Redressal Committee (SGRCB)
3.4.1. The Committee was constituted, under the Chairman ship of the
Non-Executive Director, for speedy redressal of share-
holder/investors complaints/grievances, like, non receipt of re- fund
order, dividend warrant, share certificate etc., with due care and to
the satisfaction of the complainant. The Bank had received 229 number
of complaints during the year ended on 31st March, 2008 and all of them
were redressed within the year itself.
3.4.2. Composition of the SGRCB Committee as on 31.3.2008 and details
of the meeting attended by the members of SGRCB
Name Designation
Shri S. K. Goel Chairman & Managing Director
Shri R. N. Jain Shareholder Director
Shri S. C. Gupta Shareholder Director
Shri V. Sridar Ex- Chairman & Managing Director
Dr. R. A. Yadav Ex-Director
Shri Satya Prakash Mangal Ex-Director
Meetings held/ Remarks
attended during the tenor
01.08.2007
2/2 Member of SGRCB w.e.f.
1.8.2007
16.03.2008 %
Nil/Nil member of SGRCB w.e.f.
16.3.2008
16.03.2008
Nil/Nil Chairman of SGRCB w.e.f.
16.3.2008
1/1 Retired w.e.f. 01.08.2007
3/3 Retired w.e.f. 23.11.2007
3/3 Retired w.e.f.23.11.2007
3.4.3 Dates of SGRCB Meetings
The meetings on which the Committee were held on the following dates
during the year under review :-
02.06.2007 28.09.2007 17.11.2007
3.5.0. Share Transfer Committee of the Board (STCB):
3.5.1. The committee approves all proposals/requests for transfer/
transmission/transposition etc. of Banks shares including approval on
request for issuance of duplicate shares in lieu of originals lost/
misplaced/stolen. It is ensured that all such requests/proposals are
approved within the period stipulated from the date of submission of
the request for transfer, complete in all respects.
3.5.2 Composition of the STCB and details of the meeting attended by
the members of STCB :
Name Designation
Shri S. K. Goel Chairman & Managing Director
Shri R. N. Jain Shareholder Director
Shri S. C. Gupta Shareholder Director
Shri V. Sridar Ex-Chairman &Managing Director
Dr. R. A. Yadav Ex-Director
Shri Satya Prakash Mangal Ex-Director
Shri K. Vijayan Ex-Director
Shri J. C. Shandil Officer Employer Director
Meetings Remarks
held/attended during the tenor
7/7 Chairman of the Committee
Nil/Nil Member w.e.f. 16.3.2008
Nil/Nil Member w.e.f. 16.3.2008
4/4 Retired w.e.f. 01.08.2007
8/8 Retired w.e.f. 23.11.2007
8/8 Retired w.e.f. 23.11.2007
1/1 Retired w.e.f. 31.12.2007
4/4 Retired w.e.f. 16.03.2008
3.5.3 Dates of STCB Meetings
During the year under review, the Committee held 11 meetings on the
following dates :-
3.6.0 Remuneration Committee : (RCB)
3.6.1 In compliance with the directives of Ministry of Finance,
Government of India, Remuneration Committee of the Board (RCB) was
formed during the year for the sole purpose of evaluation of the
performances of the wholetime directors of the Bank for payment of
Performance Linked Incentives, annually, commencing for the
performance of the financial year 2005-06.
3.6.2 Otherwise, the whole time directors of the Bank i.e. the Chairman
& Managing Director and the Executive Directors are being paid
remuneration and reimbursement of traveling and halting expenses as per
rules framed by Govt, of India but none of them are paid sitting fees
for attending the Board meetings and other committee meetings of the
Board.
3.6.3 Composition of the RCB and details of the meeting attended by the
members of RCB :
3.6.4 Dates of RCB Meetings
During the period under review two meetings of the Committee were held
on the following dates :-
3.7.0 Special Committee for monitoring of Large Value Frauds (SCBLVF)
3.7.1 In compliance with the guidelines issued by Reserve Bank of
India, Special Committee for Large Value Frauds has been constituted
with the objective of monitoring and follow up of frauds involving Rs.
1 crore and above. The Chairman & Managing Director of the Bank as the
Chairman of the Committee.
3.7.2 Composition of the SCBLVF Committee and details of the meeting
attended by the members of SCBLVF :
Name Designation
Shri S. K. Goel Chairman & Managing Director
Shri V. K. Dhingra Executive Director
Shri B. M. Mittal Executive Director
Dr. A. Bhattacharya Govt. Nominee Director
Shri R L. Mittal Non-official Director
Shri J. C. Shandil Officer Employee Director
Shri V. Sridar Ex-Chairman & Managing Director
Shri S. A. Bhat Ex-Executive Director
Dr. Ashok Kumar Lahiri Govt. Nominee Director
Dr. R. A. Yadav Ex-Shareholder Director
Meetings held/attended Remarks
during the tenor
2/2 Chairman w.e.f. 1.8.2007
2/2 Member w.e.f.6.6.2007
WW, 07.11.2007
2/1 Member w.e.f.7.11.2007
2/2 Member w.e.f. 17.11.2007
1/1 member w.e.f.24.11.2007
3/2 member w.e.f.24. 11.2006
1/1 Retired w.e.f. 01.08.2007
1/1 Retired w.e.f. 05.06.2007
1/0 Retired w.e.f. 16.07.2007
2/2 Retired w.e.f. 23.11.2007
3.7.3 Dates of SCBLVF Meetings
3.7.4 Meetings of the Committee were held on the following dates during
the period under review :-
02.06.2007 17.11.2007 25.01.2008
3.7.5 Nomination Committee of the Board (NCB)
In compliance with the directives of Reserve Bank of India, Nomination
Committee of the Board (NCB) has been formed so as to undertake the
process of due diligence for determining fit and proper status of
the existing elected directors/persons to be elected as director under
Section 9(3)(i) of Banking Companies (Acquisition & Transfer of
Undertakings) Act 1970.
3.7.6 Composition of the NCB and details of the meeting attended by the
members of NCB :
3.7.7 Dates of NCB Meetings
3.7.4 During the period under review, two meetings of the Committee
were held on the following dates :
23.02.2008 01.03.2008
3.8.0 Customer Service Committee (CSC)
3.8.1 In compliance with the directives issued by Reserve Bank of
India, Customer Service Committee of the Board has been constituted :
i) to ensure implementation of and adherence to the recommendations of
Committee on Procedures and Performance Audit of Public Services as
well as compliance with its recommendations;
ii) to bring upon improvement in the level of customer satisfaction for
all categories of clientele at all times;
iii) to consider innovative measures to enhance the quality of customer
service
3.8.2 The Chairman & Managing Director of the Bank is the Chairman of
the Committee
3.8.3 Composition of the CSC and details of the meeting attended by the
members of CSC :
Name Designation
Shri S. K. Goel Chairman & Managing Director
Shri V. K. Dhingra Executive Director
Shri B. M. Mittal Executive Director
Dr. A. Bhattacharya Govt. Nominee Director
Shri N. R Sinha RBI Nominee Director
Shri J. C. Shandil Officer Employee Director
Shri V. Sridar Ex-Chairman & Managing Director
Dr. Ashok Kumar Lahiri Ex-Govt. Nominee Director
Meetings held/Attended Remarks
during the tenor
2/2 Chairman w.e.f 1.8.2007
3/3 member w.e.f.6.6.2007
1/1 member w.e.f.7.11.2007
2/1 member w.e.f. 16.07.2007
3/1 member w.e.f.27.02.2007
3/2 member w.e.f.24.11.2006
1/1 Retired w.e.f. 01.08.2007
1/1 Retired w.e.f. 16.07.2007
3.8.4 Dates of CSC Meetings
03.07.2007 15.10.2007 25.01.2008
3.9.0 Committee on HR Related Issues (CHR)
3.9.1 In the light of the directive of Govt, of India on Managerial
Autonomy to the Public Sector Banks (PSB), the Board of Direc- tors of
the Bank is granted with freedom and responsibility for deciding on
managerial issues within the broad framework of the Government
policies. One of the areas of autonomy relates to framing of HR
policies and procedures .
3.9.2 Objective of the Committee :
The main objective of the Committee is to frame HR policies and
procedures for recruitment including eligibility criteria, mode of
selection, levels of entry of the personnel etc. and other issues like
staffing paitern, placement, transfer, promotion, training e1c.
3.9.3 Composition of the CHR and details of the meet- ing attended by
the members of CHR
Name of Position in
the Director the Committee
Shri S.K. Goel
Chairman & Managing Director Chairman
Shri V. K. Dhingra
Executive Director Member
Shri B. M. Mittal
Executive Director Member
Shri N.P Sinha
RBI Nominee Director Member
No Meeting of the Committee was held during the period under review.
4.1.1 Attendance of the Directors in the last Annual General Meeting :
The last i.e 4th Annual General Meeting was held on 19th June, 2007 at
Kalamandir, Kolkata -700 01 7, was attended by Shri V. Sridar, Sri
V.K. Dhingra, Dr. A.K. Lahiri, Ms. Omen Moyong Deori, Shri RL. Mittal,
Shri Satya Prakash Mangal, Dr. R.A. Yadav - all Directors.
4.1.2 New Directors on the Board after the last Annual General Meeting
Shri B.M. Mittal, Dr. A. Bhattacharya, Shri S.C. Gupta and Shri R.N.
Jain became Members of the Board subsequent to the date of the last
Annual General Meeting held on 19th June, 2007.
4.1.3 Special Resolutions passed during last three years
i) In the Annual General Meeting dated 10.06.2005 a Special Resolution
was passed for delisting shares of the Bank from The Calcutta Stock
Exchange Association Ltd
ii) No special resolution was passed through postal ballot since IPO
4.2 Training of Board Members
During the year, two non-executive directors of the Bank had attended
one training programme on Roles and Functions of Audit Committee
conducted by the Institute of Chartered Accountants of India.
5.0 Disclosures :
5.1 The Bank is governed under the Banking Regulations Act 1949,
Banking Companies (Acquisition & Transfer of Undertaking) Act 1970,
Nationalised Banks (Management & Miscellaneous Provisions) Scheme 1970
and The Banking Companies (Acquisition & Transfer) & Financial
Institutions Laws (Amendment) Act 2006. SEBI has clarified that for
listed entities which are not companies, but body corporates (e.g.
public sector banks, financial institutions, insurance companies etc.)
incorporated under other statutes, Clause 49 of the Listing Agreement
will apply only to the extent that it does not violate their relative
statutes and guidelines issued by Government of India/Reserve Bank of
India from time to time.
5.2 Remuneration of Directors :
Other than Productivity Linked Incentives payable to the whole time
directors, the remuneration of the Chairman & Executive Director is
fixed by the Central Government. The Bank does not pay any remuneration
to the independent directors excepting sitting fees which is as under :
For Board Meeting Rs. 5,000/- per sitting
For Committee Meeting Rs. 2,500/- per sitting
5.3. Disclosure of Material Transactions and Primary relationship :
Other than those in the normal course of banking business, the Bank has
not entered into any materially significant transaction with its
promoters, directors or the management etc, that may have potential
conflict with the interest of the Bank at large (other that stated in
para 6.1). There was no pecuniary relationship or transactions of the
non-executive director vis-d-vis the Bank during the year.
In compliance of the Code of Conduct for Directors and Senior
Management of the Bank, Directors do not take part in the deliberations
of the Board and its sub-committees when the matters relating to them
or their relatives are discussed.
5.4 Proceeds from Public Issues etc.
During the financial year ended on 31st March, 2008, the Bank did not
raise any Equity Shares by way of Public/Right Issue or Preferential
Issue. However, during the year, :
a) the Bank raised Tier II capital by issuing Upper Tier II Bonds to
the extent of Rs.320 crore and subordinated Debt Instruments to the Rs.
100 crore with the primary objective of augmenting Capital for
strengthening Capital Adequacy Ratio and for improving the long terms
resources of the Bank. Further, the said funds were utilized during the
year for the purpose, they were raised.
b) Redeemed subordinated Debt Instruments to the extent of Rs. 150
crore along with its committed coupon during the period under review.
5.5 The Bank has formulated a Code of Conduct for the Board of
Directors and Senior Management on the lines of draft circulated by
Indian Banks Association. The text of the same is available on the
website of the Bank www.ucobank.com All the Directors and Senior
Management have affirmed their compliance of Code of Conduct during the
period under review.
5.6 There is no instance of non-compliance, penalties, strictures
imposed on the Bank by the Stock Exchanges or SEBI or any other
statutory /regulatory authority on any matter related to Capital
Markets since the listing in the Stock Exchanges on 09.10.2003.
6.0 Compliance Status of the Non-Mandatory Requirements of the
Revised Clause 49 of the Listing Agreements with Stock Exchanges :
Regarding compliance to Non-Mandatory Requirements of Revised Clause
49 of the Listing Agreements with Stock Exchanges, which are suggestive
in nature, the Bank has complied with the provision regarding Training
of the Members of the Board.
6.1 The Bank has identified all related parties and transactions with
Directors during the year 2007-08 and position as on 31s March 2008
are as follows :
7.0 Means of Communication :
7.1 The information about the operational and financial performancze of
the Bank are communicated to the Stock exchanges, where the securities
of the Bank are listed immediately on the date of the Board meeting
approving/reviewing the financial statements of the Bank, besides
posting of quarterly/half-yearly/ annual financial, results in Banks
website (www.ucobank.com), Such results are also made public through
press releases/ advertisements as well as by presentation made to the
representatives from print and electronic media and other interested
members of the public.
7.2 As per the listing agreements with the stock exchanges Unaudited
but Reviewed financial results of the Bank for the quarters ended on
30.06.2007,30.09.2007 & 31.12.2007 were published within the time
prescribed time limit in widely circulated dailies. Audited results
for the year ended on 31.03.2008 were also published, as prescribed and
has been kept posted in Banks website.
8.0 General Shareholders Information :
8.1.0 Annual General Meeting (AGM) of the Shareholders :
Before the Initial Public Offer, as the entire Equity Capital of the
Bank was held by the Govt, of India, no Annual General Meeting was held
till 2002-03. The Banks First Annual General mettingt of the
sharholders was held on 1 5 June 2004. The Extra Genaral meeting was
hdld on 22 noveber 2004 for election of four shareholders directors.
The Second Annual Geneal meeting of the shareholder was held on 10 June
2005 at Kalamadir kolkata- 17.The Third and Fourth Annual General
Meetings were held respectively on 15* June 2006and 19th June 2007,
both at
Kalamandir Kolkata-1 7. The particulars of the Fifth Annual General
Meeting of the shareholders, for the year 2007-08 are as under follows
:
a) Board meeting for consideration of Accounts and Recommendation of
Dividend, if any. 5th May, 2008
b) Day and date of the AGM Monday, 30th June, 2008
c) Time 11.30 A.M.
c) Venue of the AGM Purbashree Auditorium, EZCC, Salt Lake City,
Sector-Ill, IB-201,Kolkata - 700 106
d) Period of Book closure 21st june - 1st July, 2008
e) Dividend Paymant Date : 7th July 2008
In response to Bank s proposal tor delisting ot shares, the Calcutta
Stock Exchange Association Ltd vide their letter dated 27* Febru- ary
2007 had informed the bank that the Listing & De-listing sub- committee
of the Exchange has agreed in principle to grant the delisting of
security from the Exchange subject to the approval of the Committee of
the Exchange.
8.3.0 Market price data/price performance of Banks share :
The trading of the Banks share commenced on 09.10.2003. The monthly
high/low quotations and volume of the share trading in The National
Stock Exchange of India Ltd (NSE), Bombay Stock Exchange Ltd (BSE)
during the financial year 2007-08 were as follows :
8.5.0 Dematerialisation of the Shares
8.5.1 The equity shares of the Bank are available for trading
compulsorily in de-mat form. The Bank has entered into an agreement
with NSDL/CDSL for dematerialisation of shares. Shareholders can get
their shares dematerilised with either NSDL or CDSL. The ISIN Code of
the Bank is INE691AO1018. The Annual Custodial Fees payable to NSDL and
CDSL for the year 2008-09 have been paid.
8.5.3 The Bank is functioning as a Depository Participant (D.P.) of
National Securities Depository Ltd (NSDL) through D. N. Road Branch,
Mumbai. The D.P. Services have since been extended to cover wide range
of customers through the following six addi- tional Branches, namely,
India Exchange Place Branch, Kolkata, Ashram Road Branch, Ahmedabad,
Parliament Street Branch, New Delhi and KG Road Branch, Bangalore,
Chennai (Main) Branch and Banjara Hills Branch, Hyderabad.
8.6.1 Payment of Dividend through ECS (Electronic Clear- ing Service
(Credit Clearing):
The shareholders having holding either in physical or in demat form but
residing in the areas where ECS facility is available are being
expeditiously paid dividend by way of credit to their man- dated
accounts. The ECS mandate form is enclosed and the share- holders are
requested to avail this facility by submitting the ECS mandate form
enclosed in this report. ECS facility presently avail- able at the
following centers :
Ahmedabad, Bangalore, Bhubaneswar, Kolkata, Chandigarh, Chennai,
Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna &
Trivandrum
8.7.0. Transfer of Unpaid/Unclaimed Dividend amount to Investor
Education and Protection Fund (IEPF)
The Banking Companies (Acquisition and Transfer of Undertak- ing) Act
2006 and Financial Institution Laws (Amendment) Act 2006 which came
into effect from 1 7th October 2006 provide that any dividend declared
by the Bank before the commencement of Act and to be declared in future
and remaining unpaid/unclaimed within a period of six months should be
iransierred to Unclaimed Dividend Account. The Act also provides that
the dividend so trans- ferred to Unclaimed Dividend Account and
remaining unpaid for seven years from the date of such transfer shall
be transferred to Investors Education & Protection Fund established
under sub- section (1) of Section 205C of the Companies Act 1956.
Accordingly the unpaid dividends for the year 2003-04, 2004-05 and
2006-07 have already been transferred to Unclaimed Divi- dend Account-
UCO Bank maintained with UCO Bank, Banjara Hills, Hyderabad Branch.
The details of such unpaid dividend as on 31st March, 2008 are as
under:
8.8.0 Share Transfer System & Redressal of Investors Grievances
The Bank takes every care to ensure that all valid requests for
Transfer of Shares are duly complied within the period of one month
from the date of lodgment of the completed forms. The Board of
Directors has constituted the Share Transfer Committee to con- sider
Transfer/Transmission and requests for issuance of duplicate Shares.
The Bank has also constituted Shareholders Grievance Redressal
Committee to review the status of redressal of Shareholders grievances
and related matters. Details of meetings of both the Committees have
already been furnished.
8.9.0 Registrars and Share Transfer Agent:
M/s Karvy Computershare Pvt Ltd., Hyderabad has been appointed by the
Bank as its Registrars and Share Transfer Agent. All com- munications
regarding change of address, change of mandate, transfer of shares etc.
may be addressed to them in their following address :
M/s Karvy Computershare Private Limited (Unit : UCO Bank) Plot Nos. 1 7
to 24 Vittalrao Nagar Madhapur, Hyderabad - 500 081
Telephone No. (040)23420815 to 0824 EXT-14 FAX No. (040)23420814 E.Mail
ID einword@karvy.com Website www.karwcomputershare.com
10.1 Exclusive e-mail ID for Investors Complaints :
In compliance with the SEBI guidelines, a dedicated e-mail ID has been
created for any complaints by the Investors/Shareholders regarding UCO
Bank Equity Shares/Payment of Dividends etc. Any complaint by the
Investors will be replied to and necessary action taken by the
Compliance Officer expeditiously.
The dedicated e-mail ID is hosgr.Calcutta(5)ucobank.co.in The e-mail ID
has also been posted in the website of the Bank.
11.0 Auditors Report on Corporate Governance
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Audit Certificate on Corporate Gover- nance for year
2007-08 has been enclosed.
12.0 CEO & CFO Certificate
The certificate of CEO & CFO under Clause 49 of Listing Agree- ment has
been Submitted to the Board of Directors of the Bank and a copy of the
same is attached in Corporate Governance Report.
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| Source : Religare Technova | |
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