South Indian Bank Ltd has informed BSE that the 84th Annual General Meeting (AGM) of the bank will be held on June 28, 2012.
1. To receive, consider and adopt the Bank's Audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Account for the year ended on that date together with the reports of the Board of Directors and Auditors thereon
2. To declare a dividend
3. To appoint Statutory Central Auditors for the year 2012-13 and to authorize the Board to fix their remuneration. The present Statutory Central Auditors, M/s. S. R. Batliboi & Associates, Chartered Accountants, Chennai, vacate office at this Annual General Meeting. They are eligible for re-appointment subject to RBI approval and they have given their consent for the same
4. To appoint a Director in the place of Sri Paul Chalissery (Director in the Majority Sector), who retires by rotation under Section 256 of the Companies Act, 1956, and being eligible offers himself for re-appointment.
5. To appoint a Director in the place of Dr. N. J. Kurian (Director in the Majority Sector), who retires by rotation under Section 256 of the Companies Act, 1956, and being eligible offers himself for re-appointment.
6. To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution
'RESOLVED THAT in terms of Sec. 228 of the Companies Act 1956, the Board of Directors be and is hereby authorised to appoint from time to time in consultation with the Bank's Statutory Central Auditors, one or more persons qualified for appointment as branch auditors to audit the accounts for the financial year 2012-13, of such of the branch offices of the Bank as are not proposed to be audited by the Bank's Statutory Central Auditors on such remuneration and subject to such terms and conditions as may be fixed by the Board of Directors.'
7. To consider and if thought fit, to pass, with or without modification, the following resolution as Special Resolutions
'RESOLVED THAT pursuant to the provisions of Section 81 and all other applicable provisions, if any, of the Companies Act, 1956, Banking Regulation Act, 1949, Foreign Exchange Management Act, 1999 ('FEMA'), as amended, including the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations 2000, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993, SEB (Issue of Capital and Disclosure Requirements) Regulations 2009 (the 'SEBI ICDR Regulations'), applicable listing agreements and in accordance with the relevant provisions of the Memorandum and Articles of Association of the Bank and subject to all necessary approvals, consents, permissions and / or sanctions of the Ministry of Finance (Department of Economic Affairs) and of Ministry of Industry (Foreign Investment Promotion Board/Secretariat for Industrial Assistance) Government of India (GOI), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Stock Exchanges (SEs), financial institutions, lenders and all other appropriate and/or relevant/concerned authorities in India and other applicable countries (herein after referred to as the 'Requisite Approvals') and subject to such conditions and modifications as may be prescribed by any of them while granting any such approvals and sanctions and which may be agreed to by the Board of Directors of the Bank (the 'Board') (which term shall be deemed to include any Committee which the Board may have constituted or hereafter may constitute for exercising the powers conferred on the Board under this resolution), the consent, authority and approval of the Bank, be and is hereby accorded to the Board to offer, issue and allot from time to time in one or more tranches with or without a green shoe option, by way of a rights issue to the existing members of the Bank whether resident or non-resident or rights -cum-public issue or public issue or Qualified Institutional Placement (QIP) in Indian and/or International markets further equity shares and/or securities convertible into equity shares and/or Global Depository Shares (GDSs)/ Global Depository Receipts (GDRs) / American Depository Receipts (ADRs) / Foreign Currency Convertible Bonds (FCCBs) representing Equity Shares and/ or Debentures or Bonds convertible into equity shares whether fully or partly and whether compulsorily or at the option of the Bank or the holders thereof and/or any security linked to equity shares and/or all or any of the aforesaid securities
with or without detachable or non-detachable warrants, (hereinafter collectively referred to as the 'Securities') to resident Indian individuals, bodies corporate, societies, trusts, non-residents, Qualified Institutional Buyers (QIBs), stabilisation agents, foreign investors (whether institutions and/or incorporated bodies and/or individuals and/or trusts and/or otherwise), Foreign Institutional Investors (Flls), Foreign Corporate Bodies (FCBs)/Companies/Mutual funds/ Pension Funds/Venture Capital Funds/ Banks, whether Indian or foreign and such other persons or entities, whether or not such investors are members of the Bank, to all or any of them, for amount in nominal value not exceeding in the aggregate ?20 crores (Rupees Twenty crore only) or its equivalent amount in such foreign currencies as may be necessary with any premium and Green Shoe Option attached thereto, in one or more tranches, as may be deemed appropriate by the Board or Committee of Directors in such form and manner and on such terms and conditions like price or prices, premium, interest or additional interest, number of securities to be issued, face value, number of equity shares to be allotted on conversion/redemption/extinguishment of debt(s), rights attached to the warrants, period of conversion, fixing of record date or book closure and all other connected matters'.
'RESOLVED FURTHER THAT the securities issued in foreign markets shall be deemed to have been made abroad and/or in the market and/ or at the place of issue of the Securities in the international market and may be governed by applicable foreign aws'.
RESOLVED FURTHER THAT in case of issue and allotment of Securities by way of Qualified Institutions Placement ('QIP') to Qualified Institutional Buyers ('QIBs') in terms of Chapter VIII of the SEBI ICDR Regulations:
i. the relevant date for the purpose of pricing of the Equity Shares to be issued, if issued pursuant to Chapter VIII of the SEBI ICDR Regulations and/or other applicable regulations, shall be the date of the meeting in which the Board or Committee of Directors duly authorized by the Board decides to open the proposed issue of Equity Shares, subsequent to the receipt of members' approval in terms of Section 81 (1A) and other applicable laws, rules, regulations and guidelines in relation to the proposed issue of the Equity Shares;
ii. the issue and allotment of Equity Shares shall be made only to QIBs within the meaning of SEBI Regulations, such Equity Shares shall be fully paid-up on its allotment, which shall be completed within 12 months from the date of this resolution approving the proposed issue or such other time as may allowed by the SEBI Regulations, from time to time;
iii. the allotment to each Qualified Institutional Buyer (QIB) in the proposed QIP issue will not exceed 5% of the post issue paid-up capital of the Bank.
iv. The Equity Shares shall not be eligible to be sold for a period of 1 year from the date of allotment, except on a recognized stock exchange, except as may be permitted from time to time by the SEBI Regulations;
v. The total amount raised in such manner should not, together with the over allotment option exceed five times the net worth of the Bank as per the audited Balance Sheet of the previous financial year'.
'RESOLVED FURTHER THAT without prejudice to the generality of the above and subject to applicable laws and subject to Requisite Approvals including any conditions as may be prescribed while granting such approval or permissions by such governmental authority or regulatory institution, the aforesaid Securities may have such features and attributes or any terms or combination of terms that provide for the tradability and free transferability thereof in accordance with the prevailing practices in the capital markets including but not limited to the terms and conditions for issue of additional Securities.'
'RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing and without being required to seek any further consent or approval of the members of the Bank, the members shall be deemed to have given their approval thereto expressly by the authority of this resolution to the Board or Committee of Directors and the Board or Committee of Directors be and is hereby authorized for and on behalf of the members of the Bank:
a) to appoint, enter into and execute all such agreements as the case may be with any lead managers, merchant bankers, managers, underwriters, bankers, financial institutions, solicitors, advisors, guarantors, depositories, registrars, transfer agents, custodians, trustees, lawyers, chartered accountants, company secretaries, experts in banking industry, consultants, book runners and such other intermediaries ('the Agencies') as may be necessary and to remunerate any of the agencies in any manner including payment of commission, brokerage or fee for their services or otherwise and reimburse expenses that may be incurred by them in relation to their services to the Bank.
b) To issue, directly or through any agency duly authorised depository receipt(s) / certificates of shares or other securities to afford a proper title to the holder thereof and to enable such holder to trade in the securities or underlying securities as such person may require to the extent lawfully permitted in India or in any other country where the securities have been issued subject to statutory regulations in India or in any other country and in accordance with the norms and practices prevailing in India or any other country.
c) To issue and allot such number of equity shares as may be required to be issued and allotted upon conversion of any Securities or as may be necessary in accordance with the terms of the offering, all such further equity shares ranking pari passu with the existing equity shares of the Bank in all respects except provided otherwise under the terms of issue of such securities and in the offer document.
d) to approve offer document, circulars, notice and such other documents (including amending, varying or modifying the same, as may be considered desirable or expedient) as finalized in consultation with the lead managers, underwriters, and/or advisors in accordance with applicable laws, rules, regulations and guidelines and to take decisions to open the issue, decide bid opening and closing date, the issue price, the number of Equity Shares to be allotted and the basis of allotment of Shares;
e) To dispose of the unsubscribed portion of the shares or securities to such person(s) and in such manner and on such terms as the Board may in its absolute discretion think most beneficial to the Bank, including offering or placing them with resident or nonresident/foreign investor(s) (whether institutions and/or incorporated bodies and/or individuals and/ or trusts and/or otherwise) / Foreign Institutional Investors (Flls) / Mutual Funds / Pension Funds / Venture Capital Funds / banks and/or Employees and business associates of the Bank or such other person(s) or entity(ies) or otherwise, whether or not such investors are members of the Bank .
f) To retain over subscription upto such percentage as may be permitted by the applicable regulations and by relevant authorities.
g) To obtain listing of all or any of its new shares / existing shares or other securities in any stock exchange in India or elsewhere in the world including the New York Stock Exchange, London Stock Exchange, Dubai International Financial Exchange, Singapore Stock Exchange, Luxembourg Stock Exchange, NASDAQ or any other Stock Exchanges subject to such statutory compliances as may be necessary in India or in such other country and further subject to such conditions as the stock exchanges may require.
h) To do such acts, deeds, matters and things as it/they may at its/their discretion deem necessary or desirable for such purpose, including without limitation, if required, filing a Registration Statement and other relevant documents with United States Securities and Exchange Commission, or such other regulatory authority as may be necessary for listing the Securities on the Luxembourg Stock Exchange or New York Stock Exchange ('NYSE') and/or NASDAQ or such other international stock exchanges and the entering into of depository arrangements in regard to any such issue or allotment.
i) To agree to and make and accept such conditions, modifications and alterations stipulated by any of the relevant authorities while according approvals, consents or permissions to the issue as may be considered necessary, proper and expedient.
j) To do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of the terms thereof, for entering into arrangements for managing, underwriting, marketing, listing and trading, banking and custodian arrangements and to sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Bank to settle all questions, difficulties, doubts that may arise in regard to such offer(s) or issue(s) or allotment(s), as it may, in its, absolute discretion, deem fit and with power on behalf of the Bank to settle any questions, difficulties or doubts that may arise in regard to any such issue(s) /offer(s) or allotment(s) or otherwise.
k) To delegate from time to time, all or any of the powers conferred herein upon the Board or Committee of Directors or the Director/s or any other Officer/s of the Bank'
(As Per BSE Announcement Dated on 26/06/2012)
South Indian Bank Ltd has submitted to BSE the voting results at 84th Annual General Meeting of the Shareholders was held on June 28, 2012.
1. Adoption of Accounts
2. Declaration of Dividend
3. Re-appointment of Statutory Central Auditors
4. Re-appointment of Sri Paul Chalissery as Director
5. Re-appointment of Dr N.J Kurian as Director
6. Appointment of Branch Auditors for the Financial Year 2012-13
7. Further issue of Equity Shares
(As Per BSE Announcement Dated on 29/06/2012)
The South Indian Bank Limited has informed regarding the details of the voting results at the Annual General Meeting held on June
(As Per NSE Bulletin Dated on 02.07.2012)
The South Indian Bank Limited has submitted to the Exchange a copy of the Minutes of the Annual General Meeting of the Bank held on June 28,2012.
(As Per NSE Bulletin Dated on 17.07.2012)
South Indian Bank Ltd has informed BSE that the 84th Annual General Meeting (AGM) of the Bank was held on June 28, 2012.
(As Per BSE Announcement Website Dated on 18/07/2012)
With reference to the earlier announcement letter dated May 24, 2011 regarding decision of the Board to raise Capital by way of Qualified Institutional Placement (QIP) Issue, South Indian Bank Ltd has now informed BSE that the Board of Directors of the Bank at its meeting held on June 30, 2011, has decided to appoint the following 3 Merchant Bankers for the proposed QIP of the Bank:
- Name of the Merchant Banker:-
1. JM Financial Consultants P. Ltd
2. SBI Capital Markets Ltd &
3. JP Morgan India P. Ltd
The Bank will be seeking Shareholders approval for the above Issue at its next Annual General Meeting to be held on July 15, 2011.
(As Per BSE Announcement Dated on 04.07.2011)
South Indian Bank Ltd has informed BSE that the members at the 83rd Annual General Meeting (AGM) of the Bank held on July 15, 2011, inter alia, have accorded to the following:
1. Adoption of the Balance Sheet of the Bank as at March 31, 2011 together with the Profit & Loss account for the financial year ended March 31, 2011 annexed thereto as certified by the Auditors vide their report dated May 02, 2011 attached thereto and Directors Report thereon.
2. Declaration of dividend of Rs 0.50 per equity share of Rs. 1/-, tax free in the hands of shareholders, for the financial year 2010-11.
3. Appointment of M/s. S R Batliboi & Associates, Chartered Accountants, as Statutory Central Auditors of the Bank for the period commencing from the conclusion of this Annual General Meeting and ending with the conclusion of the next general meeting of the Bank on remuneration, terms & conditions.
4. Appointment of Sri. Jose Alapatt & Sri. Mathew L Chakola as Directors of the Bank (Minority Sector).
5. Appointment of Sri K Thomas Jacob & Sri H Suresh Prabhu as Directors in the Majority Sector, whose period of office is liable for determination by retirement of directors by rotation,
6. Appointment of Branch Auditors from time to time in consultation with the Banks Statutory Central Auditors, one or more persons qualified for appointment as Branch Auditors to audit the accounts for the financial year 2011-12, of such of the branch offices of the Bank as are not proposed to be audited by the Bank's Statutory Central Auditors, on remuneration, terms and conditions.
7. Accorded consent for payment of remuneration and other terms and conditions of appointment of Sri Amitabha Guha as Non Executive / Part time Chairman of the Bank, w.e.f. November 02, 2010 for a period of three years as recommended by the Board of Directors of the Bank vide Resolution dated August 31, 2010 and approved by RBI vide its letter dated October 26, 2010, subject to necessary provisions and approvals.
8. Revision in the remuneration of Dr. V A Joseph, Managing Director & Chief Executive Officer of the Bank, as recommended by the Board vide its Resolution dated October 21, 2010 from April 01, 2010 to September 30, 2011, subject to necessary provisions and approvals.
9. Increased in authorized share capital of the Bank from Rs. 125 Crore (Rupees One hundred and twenty five Crore only) to Rs. 160 Crore (Rupees One hundred and sixty crore only) by creation of additional 35,00,00,000 (Thirty five crore) shares of Re. 1/- each, ranking for dividend and in all other respects pari passu with the existing equity shares of the Bank when issued and accordingly the existing clause 5 of the Memorandum of Association of the Bank be and is hereby amended by substituting the words and figures Rs. 160,00,00,000 divided into 160,00,00,000 shares of Re. 1/- each for the words and figures, Rs. 125,00,00,000 divided into 125,00,00,000 shares of Re. 1/- each, appearing in Clause 5 thereof.
10. To offer, issue and allot, by way of Qualified Institutional Placement (QIP), to Qualified Institutional Buyers (QIBs), in terms of Chapter VIII of the SEBI Regulations, whether or not such investors are existing members of the Bank, through one or more placements, not exceeding 40,00,00,000 (Forty crore) Equity shares of face value of Re. 1/- each at such time or times, at such price or prices including premium on each share and on such terms and conditions, as the Board or the appointed Committee thereof may determine in accordance with the Guidelines and where necessary, in consultation with the Lead Manager and/or other Advisors, subject to necessary provision and approvals
(As Per BSE Announcement Website dated on 17.08.2011)