The Board of Directors presents the 42nd Annual Report on the working
 of the Bank. The Audited Balance Sheet as on 31.03.2011 and the Profit
 & Loss Account for the year ended 31.03.2011 appended with the
 Auditors Report are enclosed.
 
 1.  BOARD OF DIRECTORS
 
 Corporate Governance :
 
 The Bank firmly believes in and has consistently practiced good
 corporate governance which is woven around its core values of
 transparency, professionalism and accountability. By constantly
 focussing on these aspects in its day-to-day operations, the Bank
 strives to enhance shareholders value. The Bank being committed to the
 principles of good governance, its Board of Directors has formed
 various committees of the Board to monitor every aspect of Banks
 business.
 
 The systems and business processes of the Bank are continuously
 reviewed at various levels for identifying and strengthening areas of
 weaknesses, if any. The Directors of the Bank believe that good
 governance is the key to earning trust, loyalty and goodwill of
 clients, business associates, employees and investors and respect from
 the society at large.
 
 Changes in the Board of Directors:
 
 During the year 2010-11, Shri Arun Kaul was appointed as the Chairman &
 Managing Director w.e.f. 01.09.2010. Shri S K Goel, on his appointment
 as Chairman & Managing Director of IIFCL Ltd., relinquished the charge
 as the Chairman & Managing Director of the Bank on 30th June, 2010.
 Shri Ajai Kumar, Executive Director of the Bank held the charge during
 the
 
 intervening period till the new Chairman & Managing Director was
 appointed. Shri N R Badrinarayanan was appointed as Executive Director
 of the Bank on 01.09.2010. Smt. Uma Shankar was inducted into the Board
 as the Nominee of Reserve Bank of India on 30.07.2010. Two more
 Directors were inducted to the Board namely, Shri Sebastian Luckose
 Morris on 13.07.2010 and Md. Akhruzzaman on 14.07.2010.
 
 During the year, Shri V K Dhingra, on completion of his tenure,
 relinquished the charge as Executive Director on 30.04.2010.  Four more
 Directors namely, Shri N. P. Sinha, Shri J C Shandil, Shri S C Gupta
 and Shri R N Jain, on completion of their tenure, relinquished the
 charge on 29.07.2010, 07.10.2010, 12.03.2011 and 12.03.2011,
 respectively.
 
 Meetings of the Board of Directors:
 
 During the financial year 2010-11, the Bank had 13 meetings of the
 Board of Directors, 21 meetings of the Management Committee of the
 Board, 9 meetings of the Audit Committee of the Board. The number of
 meetings of various other Committees of the Board were –
 
 Sl 
 No. Name of the Committee          No. of Meetings held
 
 1   Risk Management Committee                4
 
 2   Shareholders Grievance 
     Redressal Committee                      2
 
 3   Share Transfer Committee                12
 
 4   Special Committee for Monitoring 
     Large-value Frauds                       4
 
 5   Customer Service Committee 
     of the Board                             3
 
 6   Committee on HR-related 
     issue of the Bank                        5
 
 7   Nomination Committee of the Board        1
 
 8   Remuneration Committee of the Board      1
 
 9   Committee of the Board on IT and 
     Financial Inclusion                      1
 
 Statement of Directors Responsibilities:
 
 The Directors confirm that in the preparation of the annual accounts
 for the year ended March 31, 2011 -
 
 The applicable accounting standards have been followed along with
 proper explanation relating to material departures, if any.
 
 The accounting policies framed in accordance with the guidelines of
 Reserve Bank of India, were consistently applied.
 
 Reasonable and prudent judgements and estimates were made so as to give
 a true and fair view of the state of affairs of the Bank at the end of
 the financial year and of the profit of the Bank for the year ended
 March 31, 2011.
 
 Proper and sufficient care was taken for the maintenance of adequate
 accounting records in accordance with the provisions of applicable laws
 governing banks in India; and the accounts have been prepared on an
 on-going basis.
 
 Acknowledgements:
 
 The Board of Directors places on record its deep appreciation of the
 contributions made to the deliberations of the Board by outgoing
 Chairman & Managing Director and Executive Director namely, Shri S K
 Goel and Shri V K Dhingra and other outgoing Directors namely, Shri N.
 P. Sinha, Shri J C Shandil, Shri S C Gupta and Shri R N Jain.
 
 The Board would like to welcome the new Directors and looks forward to
 their valuable inputs towards growth of the Bank. The Directors remain
 thankful to the Government of India, Reserve Bank of India and other
 regulatory authorities for their support and valuable guidance.
 
 The Board also thanks other Financial Institutions and correspondent
 banks for their sincere co-operation. The Directors are also grateful
 to the loyal customers for their trust and continuous patronage of the
 Bank. The Board remains thankful for the support extended by the Staff
 Unions/Associations and shareholders of the Bank. The Directors place
 on record their deep appreciation of the dedication shown by each
 employee of the Bank due to which the Bank could achieve so many
 milestones.
 
 For and on behalf of Board of Directors,
 
                                                (Arun Kaul)
                                      Chairman & Managing Director
 
 Kolkata : 
 30.05.2011