Karnataka Bank Ltd Directors Report.

Dear Stakeholders,

Your Directors have the pleasure in presenting the 96th Annual Report of the Bank together with the Audited Statement of Accounts for the year ended 31st March 2020 and the auditors report thereon. Your Bank has been able to register a steady growth during the year, despite a challenging business environment. The indian Economy belied expectations recording a year of tepid growth with core sectors beset with subdued market demand. Despite timely measures by the Government and reserve Bank of india, the banking sector was buffeted with the twin headwinds of asset quality and liquidity stress. The focused intervention by the Government to declog the system with corrective measures and the timely liquidity infusion into the banking system restored some of balance. It was certainly another year of challenging times for the banking industry as a whole.

Among the first generation private sector banks in india, having started the journey in the year 1924, we have learnt that to remain resilient and ahead of the curve, we need to exercise both prudence and agility. KBL Vikaas launched during 2017, marked yet another chapter of transformational journey, a journey that would redefine our place in New Age Banking. At Karnataka Bank (KBL), a focused thrust towards growth and transformation to a future-ready, Next Generation Banking model created a dynamic eco-system and contributed to the enhancement of key growth parameters and Bank is now focusing on consolidation and sustainability of all its transformational initiatives. Further adverse and mischievous media reports on liquidity position with regard to Market-Capital Ratio (M-Cap Ratio) etc., at the fag end of the year had an insignificant spillover effect on the business of the Bank. Your Bank took timely action in portraying the correct financial and healthy capital adequacy position through various means including newspapers/media channels and also through the stock exchanges allaying the unfounded fears and to protect the interest and confidence of stakeholders at large. The Board of Directors wish to express their affirmation that financial and liquidity position of your Bank is strong and the Bank is well poised to emerge still stronger going forward.

OPERATIONAL PERFORMANCE

Performance highlights for the reporting financial year are as under:

(Rs in crore)

Particulars 31st March 2020 31st March 2019
Business TURNOVER 128749.42 123280.32
Deposits 71785.15 68452.12
ADVANCES 56964.27 54828.20
Investments 17545.34 16184.99
GROSS income 7870.82 6907.92
Operating profit 1656.77 1449.81
NET profit 431.78 477.24
Net interest income (Nii) 2030.36 1905.12

BUSINESS TURNOVER

The total business turnover of the Bank stood at Rs 128749.42 crore as on 31st March 2020, registering a growth of 4.44 per cent as against the turnover of Rs 123280.32 crore as on 31st march 2019. The total assets of the Bank increased to Rs 83313.49 crore from Rs 79045.76 crore recording a growth of 5.40 per cent for the year 2019-20.

DEPOSITS AND CASA

The total deposits of the Bank grew to Rs 71785.15 crore as on 31st march 2020 from Rs 68452.12 crore as on 31st march 2019. During the year, low cost deposits of the Bank, viz. Current Account and Savings Account Deposits i.e., CASA constituted 28.91 per cent of the total deposits of the Bank as on 31st march 2020 as against 28.06 per cent as on 31st march 2019.

ADVANCES

In spite of continued sluggishness in the market and tepid credit growth reported by the industry for financial year 2019-20, the total advances grew to Rs 56964.27 crore as on 31st march 2020, from Rs 54828.20 crore as on 31st march 2019. The Credit Deposit Ratio at 79.35 percent. The priority sector advances increased from Rs 21878.22 crore to Rs 25093.73 crore forming 43.89 percent of applicable Adjusted Net Bank Credit (ANBC) and agricultural advances increased from Rs 7081.90 crore crore to Rs 8568.24 crore which, together with eligible deposit under Rural infrastructure Development Fund (RIDF), constituted 14.99 per cent of ANBC. Lending under various socio-economic schemes is engaging the attention of the Bank.

Continuing our thrust towards retail / mid-corporate segment advances, the exposure to large corporate decreased and the Retail/Md Corporate advances to Corporate advances Ratio improved to 74.20 percent as against 69.70 percent as on 31st March 2019.

NON-PERFORMING ASSETS AND PROVISION COVERAGE RATIO

Your Bank has been focusing on containing the non-performing assets through better credit monitoring as well as intensified efforts to address the problems posed by the impaired assets. The Banks Gross npas (gnpas) as on 31st March 2020 were at Rs 2799.93 crore (4.82 per cent) as against Rs 2456.38 crore (4.41 per cent) as on 31st march 2019. Further, the gnpas were at Rs 2777.46 crore (4.99%) as on 31st December 2019. The Net npas (nnpas) were at Rs 1755.01 crore (3.08%) as against Rs 1616.71 crore (2.95%) as on 31st march 2019. The nnpas were at Rs 2058.04 crore (3.75%) as on 31st December 2019. The Provision Coverage ratio (PCR) improved to 64.70 percent as on 31st march 2020 from 58.45 per cent as on 31st march 2019, thus further strengthening the Balance Sheet.

INVESTMENTS

The total investments increased from Rs 16184.99 crore as on 31st march 2019 to Rs 17545.34 crore as on 31st march 2020. The Id ratio stood at 24.44 per cent as on 31st march 2020 as against 23.64 per cent as on 31st march 2019.

BANKING OUTLETS

Though the presence of your bank is predominant in south India, your Bank has been judiciously expanding its network of branches and controlling offices in various parts of the country after examining the potential for business, earnings and customer outreach.

As at 31st March 2020, your Bank had 2329 service outlets including 848 branches, one extension counter, 1,026 atms and 454 recyclers with a presence in 548 centres spread across 22 States and 2 Union territories. Apart from the above, the Bank also had one international Division, one Data Centre, one Customer Care Centre, four Service branches, three Currency Chests, two Central Processing Centre, one digital Centre of Excellence and six asset Recovery management Branches. During the year under report, your Bank has opened twelve new branches and two regional Offices at ahmedabad and Kalaburagi with a view to further explore and improve the business in the states of Gujarat and Karnataka. With this, the total number of regional Offices of the Bank stands at fourteen.

GROSS INCOME AND NII

The gross income of the Bank for the year ended 31st march 2020 stood at Rs 7870.82 crore as against Rs 6907.92 crore in the last financial year showing a growth of 13.94 percent. Similarly, the total expenditure (excluding provisions and contingencies) stood at Rs 6214.05 crore for the year ended 31st march 2020 as against Rs 5458.11 crore in the last financial year. The net interest income (Nil) for the year ended 31st march 2020 was Rs 2030.36 crore, showing a growth of 6.57 per cent over the previous year.

PROFIT

Your Bank earned an operating profit of Rs 1656.77 crore for the year 2019-20 as against Rs 1449.81 crore for the previous year. The provisions (other than tax) and contingencies for the year 2019-20 was Rs 1134.74 crore. The net profit of the Bank during the year 2019-20 stood at Rs 431.78 crore as against Rs 477.24 crore during the previous year. Your Bank focused on prudent provisioning thus resulting in improved PCR (64.70%) and fundamentals.

APPROPRIATIONS

The net profit of Rs 431.78 crore which along with a sum of Rs 119.65 crore brought forward from the previous year, aggregating to Rs 551.43 crore, is appropriated as under:

Appropriation Rs in crore
Transfer to Statutory reserve 110.00
Transfer to Capital reserve 183.08
Transfer to revenue and Special reserves 36.74
Transfer to investment Fluctuation reserve 0.78
Dividend of 2018-19 paid during the year 2019-20 98.83
Tax on dividend paid as above 20.32
Balance carried over to Balance Sheet 101.68
Total 551.43

DIVIDEND

Considering an environment of heightened uncertainty caused by COVID-19, with a view to conserve capital to retain capacity to support the economy and absorb losses if any, all scheduled commercial banks have been directed by the reserve Bank of India not to make any further dividend payout from the profits pertaining to the financial year ended 31st march 2020 until further instructions, vide circular DOR.BP.BC.No.64/21.02.067/ 2019-20 dated 17th April 2020. Accordingly, Board of Directors has not recommended any dividend on shares for the financial year 2019-20 even though the Bank is having distributable profits for the financial year ended 31st March 2020.

EARNINGS PER SHARE/ BOOK VALUE

The earnings per share (basic / diluted) and the book value per share as on 31st march 2020 stood at Rs 13.89 and Rs 192.06 respectively. This was Rs 15.35 and Rs 204.71 respectively during last year. The marginal reduction in Book Value is after factoring in the Bonus shares issued. Similarly, the adjusted book value per share now stands at Rs 135.62 as against the earlier Rs 147.50.

CAPITAL FUNDS AND CAPITAL ADEQUACY RATIO

The capital funds of the Bank increased from Rs 6306.95 crore to Rs 6673.60 crore, registering a growth of 5.81 per cent. The Capital to risk Weighted assets (CRAR) stood at 12.66 per cent as on 31st march 2020, as per Basel iii norms (Previous year 13.17 per cent). The Bank has been consistently maintaining the ratio well above the minimum CRAR of 10.875 per cent including the Capital Conservation Buffer of 1.875 per cent stipulated by the Reserve Bank of india.

BONUS ISSUE-2020

During the reporting year, your Bank has rewarded the shareholders by way of issue of Bonus Shares in the ratio of 1:10 (one equity share for every ten shares held) and the allotment of 2,82,60,881 shares was made on 19th march 2020 to the eligible shareholders. With this, the paid up equity share capital of the Bank increased to Rs 310.87 crore as against the earlier Rs 282.61 crore.

While taking approval from the shareholders via postal ballot for issue of Bonus Shares, the Bank had also sought the approval for issue of shares to Qualified institutional Buyers (qibs) and the special resolution is valid for a period of one year i.e. Till 4th march, 2021, and your Bank may raise capital when the market conditions for such issue are conducive for the capital augmentation.

TRANSFORMATION JOURNEY- KBL VIKAAS

Your Bank was incorporated in the year 1924 by leading visionaries of the coastal town of mangalore. Beginning its journey as a South india focused Bank, it later expanded the geographical footprints in the northern parts of the country, transitioning into a Pan-india Bank with a national focus. The Bank consolidated its position as a one stop financial solution provider with a diversified portfolio of Retail, SME, Corporate lending and fee based products. In 2017, your Bank touched a new milestone with the business turnover crossing Rupees One lakh Crore.

In its quest for new milestones, Karnataka Bank today is in an exciting phase of a transformation journey. A journey which is expected to transform the core of the Bank and equip it to be a significant player in the indian Banking space by emerging as a Bank of the Future. The transformation journey which began in November 2017 has gained momentum and was oriented towards transformation of credit delivery system, transformation of HR & it sphere and enhancing the Customer experience. Within two years, major strides in moving towards a digitally driven capability that would define Next Generation Banking have been initiated, few of which are as below:

1. Digital Centre of Excellence (dcoe):

Your Bank has set up the state-of-the-art dcoe at Bengaluru to analyze, address and deliver a seamless customer fulfillment experience by digitizing the end-to-end customer journeys across both asset and liability products. With this initiative, Your Bank has been able to significantly upgrade its underwriting capabilities with significant improvement in TAT (Turnaround Time for sanction). It is the endeavor of the Bank to cover all the retail products under this initiative going forward so as to achieve scale and efficiency.

2. Customer Journey Digitization

As part of customer journey digitization, Bank has launched an innovative range of digital products:

A. Xpress Home Loan

B. Xpress Cash Loan (Personal Loan product)

C. Xpress Car Loan

D. Xpress Working Capital loan for msmes (Pilot Launch)

E. Xpress term loan for msmes (Pilot Launch)

F. Xpress Savings Account (Pilot Launch) - SB Tab banking

The digital loan portfolio is steadily building-up and the sanctions given under Xpress Home, Cash and Car Loan are gaining momentum.

3. Digi Branch

During the first leg of digitization in November, 2018, your Bank established a fully digital interface in the form of Digi Branch at Basavanagundi, Bengaluru. The prospective clients can simply walk into Digi-Branch and open SB Account, besides selfgenerating the Debit Card, all in a matter of just few minutes.

4. Migration to Digital Channels

As on 31st March 2020, 83.50% of the Banks transactions are happening through Digital Channels using internet Banking, Mobile Banking, atms, e-lobbies, POS etc.

5. Tools for internal efficiency and effectiveness

In order to build a digital eco-system to support the digital initiatives and also for conducting periodic review, a host of internal tools have been launched, which are given below:

A. KBL FORCE, a Lead Management System (LMS) - designed for end to end management of the business leads.

B. KBL Kollect+ - Digital collection tool for real time monitoring of stress accounts.

C. KBL Vasool So-Ft - A digital NPA management tool for monitoring of non-performing accounts and effective initiation of recovery steps.

D. KBL RISE - A KRA/role based Performance Management System for objective performance evaluation of members of staff.

E. KBL e - Dashboard- a daily business dashboard to monitor the business.

6. Other Initiatives:

During the year under report, several other initiatives have been taken up under KBL Vikaas which are set out hereunder:

1. Rolling out new Casa products:

• SB-TASC [Trusts, Association, Society, Clubs] for Institutional Customers and

• SB-Salary for salaried customers.

2. Partnered with FISDOM for distribution of mutual Fund units with end-to-end digitization to invest in more than 40 amcs through Banks mobile Banking platform -KBL mobile Plus.

3. Initiating steps for Setting-up of Banks Wholly Owned Non-Financial Subsidiary - KBL Services Ltd.

4. Institutionalizing the Culture of Sales & Marketing among the workforce etc.

5. Efficiency enhancement across all sectors and cadres.

Further to ensure the sustainability of transformation achievements, your Bank is now focusing on consolidation of its benefits, knowing fully well that it is a continuous journey and regarded as a work-in-progress across the globe.

SPECIAL INITIATIVES TO FACE THE UNCERTAINITIES CAUSED BY COVID-19 PANDEMIC:

In view of the continued uncertainties triggered by the COVID-19 pandemic in the country, your Bank has taken several proactive steps to tread cautiously with a conservative approach so as to conserve, consolidate emerge still stronger at the end. In this direction, Bank has initiated many measures to conserve capital and also to reduce the avoidable revenue expenses. The Board of Directors also led from the front by opting for around 29 percent and 20 percent cut in their sitting fees for Board / Committee meetings respectively. Further, the MD & CEO has also opted to forego his variable pay entitlement for the financial year 2019-20 and he has also decided to continue to use his old car itself so as to defer the capital expenses thereon. All the meetings of Board / Committee and the internal review meetings are happening through digital mode thus having a huge positive impact on savings. All such cost cutting measures down the line are showing desired results.

Fund transfer pricing (FTP):

Your Bank has further streamlined the in-house developed concept of FTP (Fund Transfer Pricing) mechanism to create an awareness that each and every business decision/relation is remunerative and profitable. With the help of FTP, Bank is closely monitoring the profit or loss of each of its branches, business units, products, sectors, clients, business lines etc., and appropriate remedial measures are initiated then and there. This is regarded as a great step forward in enhancing the overall efficiency and professionalism across the Bank.

MANAGEMENT DISCUSSION AND ANALYSIS

MACROECONOMIC AND INDUSTRY TRENDS

Global Economy

It was a watershed year for the Global Economy, a year of unprecedented upheavals. Brexit, Geo-political tensions, trade conflicts between USA and China, slowdown in market demand, decline in world output and trade and then, the later part of the year witnessing COVID 19 pandemic which brought the world to a standstill at the end of financial year.

According to the international Monetary Fund (IMF), the global economy has hit the worst recession since the great depression in the 1930s due to the raging pandemic that has nearly stalled all economic activities across the world. The global economic growth which decelerated to 2.9% in 2019 is projected to contract to -3.0% in 2020.

Further, the IMF also projected that Global economic growth is projected to revive at 5.8% by 2021, while the growth in advanced economies and EMDEs (emerging markets and developing economies) is slated to rise to 4.5% and 6.6% in 2021 respectively. The rebound is however, dependent on the containment of the pandemic by the second half of 2020, policy support by Governments and normalisation of business activity and trade flow. However, a extended duration of the pandemic could upset the scenario leading to a further fall of projected growth rates.

Indian Economy

The Indian economy exhibited signs of a slowdown with GDP growth declining to 4.8 per cent in the first half of 2019-20. Muted market demand in core sectors such as auto, Construction, mining, engineering and related segments proved a drag on the economy, while a stressed financial environment added to the burden. The industrial Sector as per index of industrial Production (IIP) registered a growth of 0.5 per cent in 2019-20 (april-December) as compared to 4.7 per cent during the same period in 2018-19. According to the india Brand equity Foundation (IBEF) economic Survey, WPI inflation increased to 3.1 per cent in January 2020 as compared to 2.6 per cent in December 2019 while Consumer Price index (cpi) - Combined inflation was 4.5 per cent in april-January 2019-20 as compared to 3.6 per cent in april-January 2019.

The COVID 19 pandemic and the lockdown that followed at the end of FY 2019-20 shuttered businesses, shrunk the countrys GDP to 1.9% in Q4. However, the IMF, in its latest edition of the World economy Report, has placed india as one of the fastest- growing emerging economies in the world which will register a positive growth rate in 2020.

The Government rolled out supportive fiscal and policy measures to reduce financial stress and to bolster growth. The Rs 20 Lakh crore package under atmanirbhar Bharath program, Repo Rate cut by rbi, the incentives for the beleaguered auto sector migrating to BSVI standards and the Guaranteed emergency Credit Line (GECL) to MSME Sector, the large investment allocation under the National infrastructure Pipeline for demand generation and job generation, are some of the significant remedial measures by the Government which present possibilities for a faster rebound in 2020-21.

According to the rbi reports, the GDP growth in the first half of 2020-21 is expected to remain negative, with some slight pick-up in the second half. The decline in private final consumption expenditure, the slowdown in rural demand, the deceleration in labour intensive exports and the macroeconomic fallout and the associated stress in financial and commodity markets have all added to the bleak scenario. However, considering the prevailing uncertainties at this juncture, arriving at projections with reasonable certainty has become difficult and also challenging.

DEVELOPMENTS IN THE INDIAN BANKING SECTOR

2019 was a transformational year for the indian banking industry. The Governments move to create 10 large public sector banks from over two dozen entities, for economies of scale was also a major move. The first half of fiscal 2020 witnessed a heightened credit quality pressure for india inc, due to a series of factors including slowdown in the global and indian economies, muted consumer demand and moderation in government spending.

The fiscal measures taken by the Government to restore stability to banks beleaguered with high NPAs and large exposures, the tightening of the regulatory framework and a concerted thrust towards financial inclusion and digitisation all augur well for the indian banking industry.

Indian banking industry has recently witnessed the roll out of innovative banking models like payments and small finance banks. The digital payments system in india has evolved the most among 25 countries with indias immediate Payment Service (IMPS) being the only system at level five in the Faster Payments innovation index (FPII).

OPPORTUNITIES

The focus of the Union Budget with minimum Government maximum Governance, promoting the make in india business environment, supporting a strong MSME (Micro, Small and Medium Enterprises) eco system, creating new job opportunities and investment priority in infrastructure building are offering major opportunities for growth. Report of the task Force on National infrastructure Pipeline, released on 31.12.2019, has projected total infrastructure investment of Rs 102 lakh crore (US$ 1.44 trillion) during the period FY 2020-2025 in india. The Governments pro-business policies, Digital india drive and the use of technology has helped the country to leapfrog ahead of many nations in the World Banks Ease of Doing Business Report under the indicator trading across Borders, from 142 in 2014 to 63 in 2019, thereby opening opportunities of becoming a manufacturing destination of choice for global industry majors.

BUSINESS SEGMENTS OF BANK:

Your Banks business primarily consists of Retail Banking, Corporate / Wholesale Banking, treasury Operations and Other Banking operations.

RETAIL BANKING:

Your Bank offers a wide spectrum of personal banking products in the retail segment. The retail credit products include mortgage loans, automobile loans, personal loans, education loans, loans against term deposits, loans against securities, gold loans, small business banking loans and agriculture loans. The major components of Banks retail lending portfolio are home and mortgage finance, agriculture loans, personal loans and automobile finance.

MSME Lending:

Your Bank, as part of retail banking, also supports the MSME sector with a range of banking products such as Working Capital Finance, term Loans, Business Finance Products, both fund based and non-fund based suited to all sectors of industry.

The United Nations industrial Development Organisation (unido) has identified in total 388 clusters having MSME concentration, across the country. Your Bank has its presence in more than 200 such clusters with Branches and dedicated teams delivering credit to the MSME sector units.

This Retail Segment has earned revenue of Rs 2613.35 crore with a contribution of Rs 451.31 crore to profit before tax and un-allocable expenditure.

CORPORATE/WHOLESALE BANKING:

Your Banks Corporate and Wholesale banking business (with an individual entity exposure of over Rs 5 crore) caters to the banking needs of all entities including corporate entities particularly, large-sized corporations. Corporate banking products and services include various fund and non-fund based products, including loan products such as term loans, working capital facilities, foreign exchange services and structured finance and trade financing products such as letter of credit and guarantees, bill discounting, etc.

The revenue earned by the Bank during the year under report from this Segment was Rs 3138.02 crore with a contribution of Rs 556.03 crore to profit before tax and un-allocable expenditure.

TREASURY OPERATIONS

Banks treasury operations comprise primarily of statutory reserves management such as SLR and CRR, liquidity management, investment and trading activities and foreign exchange activities. As part of liquidity management, the Treasury primarily invests in sovereign debt instruments and other fixed income securities. Bank also deals with commercial papers, mutual funds, certificates of deposits and floating rate instruments in order to manage short-term surplus liquidity.

Your Bank engages in foreign exchange operations from a centralized location in Mumbai as an extended wing of integrated Treasury. Bank also offers a wide range of products and services for customers such as forward contracts, foreign exchange products and services etc.

Bank has earned a total revenue of Rs 1625.94 crore from Treasury operations with a contribution of Rs 574.20 crore to profit before tax and un-allocable expenditure.

OTHER BANKING OPERATIONS:

Bank offers a range of products and services including savings accounts, current accounts, wholesale term deposits, international debit cards, Co-branded credit cards, depository services, online trading, Application Supported by Blocked Amount (ASBA) facility for participation in public issuances, physical and digital locker facilities, mobile and internet banking services, payment and remittance services etc. Bank offers these services through physical banking channels as well as digital channels including internet or E-banking, mobile banking, E-lobbies etc.

This segment has generated revenues of Rs 473.51 crore with a contribution of Rs 118.99 crore to profit before tax and un-allocable expenditure.

PARA BANKING ACTIVITIES

With an aim to provide diversified financial products & services and to maximize value added services to the customers, Your Bank provides Parabanking- Third Party Products such as Life insurance, General insurance, Health insurance, Mutual Funds etc.

BANCASSURANCE BUSINESS Life Insurance:

Your Bank has an association with PNB Metlife insurance Company Limited for over 15 years, Life insurance Corporation of india Limited since 2017 and Bharti AXA Life insurance Limited since last one year, for sale of their life insurance products.

In Fiscal 2020, Bank earned a fee income of Rs 38.50 crore from life insurance business as compared to Rs 33.06 crore in Fiscal 2019.

General Insurance:

Your Banks joint venture with Universal Sompo General insurance Co Ltd and collaboration with Bajaj Allianz General insurance Company Limited enables in offering health and non-life insurance products to the customers. In Fiscal 2020, Bank earned fee income of Rs 11.19 crore from its non-life insurance business as compared to Rs 9.75 crore in Fiscal 2019.

The Social Security Schemes such as Pradhan Mantri Jeevan Jyoti Beema Yojana [PMJJBY] and Pradhan Mantri Suraksha Bima Yojana [PMSBY] and NPS facility (National Pension Scheme) are also extended at all the branches of the Bank. Bank has also launched Group Personal accident insurance Scheme -"KBL Suraksha"which provides insurance cover for accidental death. All the Banks SB account customers between the age group of 18 to 70 years can subscribe to this scheme by paying a nominal annual premium with the facility of auto renewal and this social welfare scheme has become very popular.

DISTRIBUTION OF MUTUAL FUND UNITS:

Your Bank distributes mutual fund products of many of the major asset management companies in india to its clients as an empanelled distributor. Mutual fund products are sold through Banks branch distribution network based on client requirements. Your Bank has recently associated with Finwizard technology Private Limited for online sale of mutual funds through their technology enabled platform supported by the mobile application FISDOM.

POINT OF SALE ("POS") NETWORK

Bank provides pos (swiping machine) services to merchant partners for collection of their payments in an automated manner. In order to provide more effective payment solutions to clients, Bank has associated with Mswipe Technologies Private Limited and Bijilipay which enables us to act as independent referral service providers of both the companies for marketing, procurement of business and assistance in providing services to the clients.

Your Bank has also launched Cash@POS facility through its network over 11,900 pos terminals installed at various merchant establishments throughout india. It is a facility through which any other Banks customers can also withdraw cash using their debit cards /open system prepaid cards (issued by Banks in india) at pos terminals of the Bank.

Under its merchant acquiring business, Bank focuses on strengthening its relationship with its merchant partners to open up avenues of cross selling Banks transactional products.

CUSTOMER SERVICE

Your Bank is focused on providing excellent customer service to make the Bank distinctly more competitive. This necessitates designing of innovative and cost effective mechanisms of delivering banking services efficiently. Bank is actively involved in putting in place system and procedures on banking services rendered to customers and an effective grievance redressal mechanism including an internal Banking Ombudsman as per the guidelines received from rbi and IBA from time to time.

AWARDS AND ACCOLADES

Your Bank has bagged the following awards during the year under report in recognition of its achievement under technology initiatives, social banking etc.

• IBA - Banking Technology Awards 2020 under the Small Bank Category in 3 variants.

• Winner in the category of Best Digital Financial Inclusion.

• Joint Winner in the category of Best IT Risk Mgt & Cyber Security Initiatives.

• Runner Up in the category of Technology Bank of the Year.

• Best MSME offering under Private Sector category in ASSOCHAM 7th National msmes Excellence Awards, instituted by ASSOCHAM.

• Third Best Performed Bank award at National Level under Old Private Sector Bank Category for the year 2018-2019, instituted by State Forum of Bankers Club, Kerala.

• BFSI Awards [For Excellence in Banking Financial Services & Insurance] under 2 categories, instituted by ABP News.

• Best Bank under Private Sector.

• Innovation and emerging technologies in banking sector.

• ET Business Excellence Award 2019, in the category "Excellence in Banking Service".

• STP Award 2018: in recognition of Banks outstanding payment formatting and straight-through rate, instituted by Bank of New York, Mellon.

• Banks in-house magazine ABHYUDAYA - awarded as the Best in House Magazine in the National Awards for Marketing Excellence presented by Business Television india (btvi), Mumbai.

• Atal Pension Yojana "Game Changers" award instituted by PFRDA on 01-07-2019, for achieving 100% of AAPB target for the FY 2018-19.

FINANCIAL INCLUSION

Through the Financial inclusion Plan, your Bank aims at connecting people with the Bank and not just opening accounts. This includes meeting the small credit needs of the rural public, giving them access to the payments system, providing remittance facility, life insurance and health insurance etc.

Your Bank has 386 branches (including 35 Ultra Small Branches) located in the rural and semi-urban areas and offer banking facilities to the rural clientele. Our rural branches are also acting as Financial Literacy Centers (flcs) and imparting banking literacy among the rural populace. In accordance with Prime Ministers Jan Dhan Yojana (PMJDY), Bank has implemented the revised Strategy and Guidelines for Financial inclusion activities. Your Bank is actively participating in direct Benefit Transfer (DBT) Programme of Govt. Of india, to transfer the benefits of various Schemes / LPG Subsidy directly to the beneficiaries Aadhaar enabled bank accounts.

As part of Financial inclusion plan, Bank has been offering following services:

1. Business Correspondent (BC) services: Bank has tied up with Sub-K impact solutions Limited to provide the BC services and as on 31st march 2020, 1 19 BC agents are covering allocated villages in the states of Karnataka, Andhra Pradesh and Chhattisgarh.

2. Aadhar Enabled Payment System (AEPS): Bank has introduced AEPS transaction services offered by National Payments Corporation of india (NPCI) at all Business Correspondent (BC) locations of the Bank and with this, Banks customer having an Aadhar enabled SB account can transact at the BC point.

3. Financial Literacy and Credit Counseling Centers (flcs): Bank has sponsored 5 flcs at B.C Road, tiptur, Hangal, Kundagol and Alur (Karnataka) jointly with M/s Jnana Jyothi Financial Literacy and Credit Counseling trust, Manipal. During the year, the flcs have conducted 3012 Financial Literacy campaigns in which 1,20,320 participants took part. In adherence to RBI guidelines all the rural branches of your Bank are also conducting financial literacy Camps.

4. Social Security Schemes: three Social Security Schemes-Prime minister Jeevan Jyothi Bima Yojana (PMJJBY), Prime minister Suraksha Bima Yojana (PMSBY) and Atal Pension Yojana (APY) have been launched by Honble Prime minister on 1st June 2015. All the branches of your Bank are actively involved in providing these schemes to the customers across the country.

5. Prime Minister Jan dhan Yojana (PMJDY): All the branches across the country are opening accounts under PMJDY and are issuing rupay Debit Cards. Since 15.08.2014, 2,39,573 PMJDY accounts have been opened with an outstanding balance of Rs 64.59 crore. So, far 77,886 PMJDY rupay cards have also been issued.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social responsibility initiatives of the Bank are designed to make a positive impact on a wide range of areas of social life like healthcare, education/ livelihood enhancement, empowering women/socially and economically disadvantaged, environmental sustainability/ green initiatives, protection of heritage/ culture, promotion of sports, rural development, Swachh Bharath etc., aimed at promoting the overall development of the society. Further, to minimize the urban-rural divide, your Bank has been strengthening its rural orientation through initiatives aimed at imparting financial literacy and extending banking services to the people in rural unbanked areas, in a fair and transparent manner, at an affordable cost.

Further, pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social responsibility Policy) rules, 2014, the Board has constituted Corporate Social responsibility (CSR) Committee and has also put in place a Policy on Corporate Social responsibility (CSR Policy) to undertake projects/programmes in pursuance to the said Policy.

The CSR Policy along with the report on amounts spent on various projects/ programmes during the financial year 2019-20 is detailed in Annexure V to this report pursuant to rule 8 of the Companies (Corporate Social responsibility Policy) rules, 2014. Under CSR activities, Bank has so far funded 1171 projects with a total financial outlay of Rs 40.80 crore and these projects have exhibited a total positive impact on the society.

HUMAN RESOURCES

Banking industry is exposed to various changes/challenges with the digitalisation taking the world by storm. The survival and prosperity of any industry depends upon the quality of its human resource and banking industry is not an exception. Human resource Development is a continuous process to ensure development of employee competencies, dynamism, motivation and effectiveness in a systematic and planned way. Accordingly your Bank attaches the greatest importance to employee satisfaction and human resource development activities. Bank also has a Chief Learning Officer to oversee Hr department aspects. Bank has also introduced ECDS (Employee Career and development System) by operationalizing the PMS (Performance Management System).

Training & Development

Training plays a major role in Human Resource development. Effective training is important for any organisation that aims to gain competitive advantage through enhanced performance and excellent service from its employees. It is essential that staff members are acquainted with required knowledge and skills to meet current challenges so as to perform the tasks efficiently and prepare them to shoulder higher responsibilities. Your Bank deputes its employees to various training and development programmes to upgrade their skills, competencies and contribution towards the growth of the Bank. The Bank has a well-established Staff training College which is awarded with the prestigious iso 9001:2015 certification for the Compliance Quality management Standards. Indian institute of management (11m) Ahmedabad, BQ Global academy Mumbai, Centre for advanced Financial Research & Learning (CAFRAL) Mumbai, National institute of Bank Management (NIBM) Pune, Southern india Banks Staff training College (SIBSTC) Bengaluru, ifbi Chennai, indian institute of Banking and Finance (MBF) Mumbai, College of agricultural Banking (Cab) Pune, institute for development and Research in Banking technology (IDRBT) Hyderabad, Foreign Exchange dealers Association of india (FEDAI) at Mumbai, Bankers institute of Rural development (Bird) Mangaluru & Lucknow are some of the elite institutes where Bank deputes its officers and staffs for specialized training. During the year 2019-20, 4622 employees were nominated for various trainings / workshops / conferences covering 50.22% of the total staff strength besides conducting induction training programme for the newly recruited staff members.

Your Bank has implemented e-learning concept wherein, the members of staff acquire knowledge on diversified subjects at their location through easy learning techniques without the necessity of attending classroom training. These modules are in simple & lucid language and understandable to everyone.

As a part of Capacity Building initiative, specialized areas like treasury Operations, Risk Management, Credit Management, Accounting, Human Resource Management and information technology have been identified and the staff members are encouraged to acquire certification courses from institutions approved by iba. Robotic Process Automation (RPA) has been implemented for various HR Processes. Mandatory Leave has been introduced for Executives / Officers posted in Sensitive positions / Areas of operation as a risk mitigation measure.

Your Bank values opinions and suggestions from all the employees and encourages their inputs, thoughts and innovative ideas which help in creating a highly productive, competitive and reliable workforce thereby emerging as a preferred destination for the competent work force.

As on 31st March 2020, Bank had 8509 employees. The Business per employee (excluding inter-bank deposits) has improved to Rs 15.12 crore as on 31st march 2020 from Rs 14.89 crore as on 31st march 2019, so also the business per branch has also improved to Rs 151.80 crore as on 31st march 2020 from Rs 147.50 crore as on 31st march 2019. Further, your Bank has maintained cordial industrial relations and effective employee discipline.

Your Bank has put in place an institutional mechanism for protection of women employees at the workplace and adopted a policy pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013, providing for protection of women employees against the sexual harassment of women at the workplace and redressal of such complaints. The details of the complaints under the above Policy for the year under report are as under:

Number of complaints pending as at the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of complaints pending as on end of the financial year Nil

VIGIL MECHANISM

The Bank has implemented the Protected Disclosure Policy (Whistle Blower Policy) since the year 2007 intended to promote participation of employees at all levels and detection of corruption, misuse of Office, criminal offences, suspected / actual fraud, failure to comply with the rules and regulations prescribed by the Banks and any events/ acts detrimental to the interest of the Bank, depositors and the public resulting in financial loss/operational risk, loss of reputation etc. Further, the mechanism adopted by the Bank encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of the Whistle Blower who avails such mechanism and also provides for direct access to the Chief of internal Vigilance (civ) in general and Chairman of the audit Committee, in exceptional cases. The Vigil mechanism is reviewed periodically, the details of Whistle Blower Policy is posted in Banks website and available at the link: https://karnatakabank.com/sites/default/files/201709/Policy%20on%20Disclosure%20Scheme.pdf

INFORMATION TECHNOLOGY:

The Core Banking System (CBS) covers all the branches and offices of the Bank. Further, alternate Delivery Channels like Automated teller machines (Atm), internet Banking, mobile Banking, Unified Payment interface (upi) App etc., have also been integrated with CBS. Disaster Recovery (DR) facilities for all the critical applications are established to ensure business continuity in the event of primary site failure. A three-way data replication aimed at zero data loss is also implemented for applications such as CBS, ATM and internet Banking. The it infrastructure is also supervised by the CTO (Chief Technology Officer).

During the year under report, Bank has undertaken the following it projects:

1. Europay, mastercard and visa (EMV) card enabled atms.

2. Cardless cash withdrawal in all the ATM and Bulk Note Accepter (BNA) machines through Mobile Banking application.

3. Enhancement in internet Banking solution Money click.

4. Introduction of e-mandate system proposed by National Payment Corporation of india (npci).

5. E-Waste management to ensure safe disposal of hazardous electronic waste.

Your Bank will continue to take note of technological revolutions and take appropriate decision at the right time to provide premier banking services and also continue to be a tech-savvy Bank.

RISK ARCHITECTURE RISK AND CONCERNS

Eventhough risk and rewards are an integral part of banking, it makes prudent to take informed decision through proper risk assessment process. The key risks that a Bank is exposed to in the normal course of business include Credit Risk, market Risk, Liquidity risk and Operational risk. In addition, other residual risks which are inherent in the banking sector are interest rate risk, Concentration risk, Strategic risk, reputation risk, etc. With a view to efficiently manage such risks, your Bank has put in place a risk management framework which is supervised by a Committee of executives. In line with the guidelines issued by the reserve Bank of india, your Bank periodically continues to strengthen the various risk management systems that include policies, tools, techniques and other monitoring and forewarning mechanisms.

Your Banks risk management objectives broadly cover proper identification, assessment, measurement, monitoring, controlling, mitigation and reporting of the risks across various business segments of the Bank. The risk management strategy adopted by your Bank is based on a clear understanding of the risks and level of risk appetite, which is dependent on the willingness of your Bank to take risks in the normal course of business. A Board level committee, viz., risk & Capital management Committee (RCMC) periodically reviews the risk profile, evaluates the overall risk faced by the Bank and develops policies and strategies for its effective management. Bank has a competent risk management Department and a Chief risk Officer for the overall supervision of all the risk related issues. The wide spectrum of risks which are managed by the Bank include, inter-alia, Credit risk, Operational risk, market risk, Concentration risk, Liquidity risk, interest rate risk, Compliance risk Cyber risks etc.

CREDIT RISK AND ITS MANAGEMENT

Credit risk is the possibility of a borrower or counterparty failing to meet their obligations in accordance with agreed terms. It is the possibility of losses associated with diminution in the credit quality of borrowers or counterparties. Loans are the largest and the most obvious source of credit risk for Banks. Credit risk also exists in the banking book and in the trading book, and both on and off balance sheet. Banks increasingly face credit risk (or counterparty risk) in various financial instruments other than loans, including acceptances, inter-bank transactions, trade financing, foreign exchange transactions, financial futures, swaps, bonds, equities, options and in guarantees and settlement of transactions.

Your Bank has developed an online comprehensive credit risk rating system for quantifying and aggregating the credit risk of all borrower accounts across various exposures. Besides validating its existing rating models and refining the corporate model, the Bank has introduced Specialized lending rating models, retail Score Card model (Pool based approach) and Facility rating model. Further, score card models under Business rule engine(Bre) approach have also been introduced for digital sanction process. Accordingly, Bank is rating its credit portfolio as per the criteria laid down for rating in the Loan Policy of the Bank. The rating serves as a single point indicator of diverse risk factors of counter-party and for taking credit decisions. The risk rating

System is drawn up in a structured manner, incorporating different factors such as borrower and industry specific characteristics. The Bank also undertakes periodic validation exercise of its rating models and also conducts migration and default rate analysis to test robustness of its rating models.

The Bank has formulated a comprehensive Loan Policy by incorporating various parameters and prudential limits to manage and control default, transaction and intrinsic /concentration risks. The credit exposures are underwritten by the Bank after subjecting the proposals to detailed analysis of various risk factors such as financial risk, industry risk, management risk, business risk, transaction risk, etc.

The Bank analyses the migration of borrowers in various risk rating categories to gauge the quality of the loan portfolio. The Bank also conducts periodical review of the loan assets to ascertain conduct of the accounts. In addition, periodic Credit Audit, Legal audit and Stock audit of large credit exposures are conducted to limit the magnitude of credit risk.

Credit sanction and related processes:

Know Your Customer is a leading principle for all business activities. The other components of the credit processes are:

1. Sound credit approval process with well laid credit sanctioning criteria.

2. The acceptability of credit exposure, primarily based on the sustainability and adequacy of borrowers normal business operations and not based solely on the availability of security.

3. Portfolio level risk analysis and reporting to ensure optimal spread of risk across various rating classes to prevent undue risk concentration across any particular industry segments and monitoring credit risk mitigation. Sector specific studies at periodic intervals to highlight risks and opportunities in those sectors.

4. Adoption of rating linked exposure norms.

5. Industry-wise exposure ceilings based on the industry performance, prospects and the competitiveness of the sector.

6. Separate risk limits for credit portfolios like advances to NBFC and unsecured loans that require special monitoring.

Review and Credit Monitoring

1. Ah credit exposures, once approved, are monitored and reviewed periodically against the approved limits. Borrowers with lower credit rating are subject to more frequent reviews.

2. Credit monitoring involves independent review of credit risk assessment, compliance with internal policies of the Bank and with the regulatory framework, compliance with the sanction terms and conditions and effectiveness of loan administration.

3. Customers with emerging credit problems are identified through an EWS (Early Warning System) mechanism and classified accordingly. Remedial action is initiated promptly to minimize the potential loss to the Bank.

In order to have an effective post sanction monitoring and collection mechanism, an exclusive Credit Monitoring Department (crmd) is set up at Head Office. Regional Collection Hubs (RCH) consisting of regional retail Collection team (RRCT) and

Regional Corporate Collection Team (RCCT) are set-up at all the Regional offices. The rrcts and rccts follow up /take time bound/DPD-wise actions to ensure collection of dues in respect of all loan accounts under the overall supervision of crmd. A dedicated Credit monitoring Team (QMT) is also functioning under rchs at all the Regional Offices to undertake post-sanction monitoring of loan accounts of respective Regions.

During the year under report, with a view to strengthen the credit monitoring, Bank has taken up following initiatives:

1. Implementation of automated web based Collection Tool-KBL-Collect to monitor/undertake the follow up activities of RCH/Branches;

2. Introduction of auto Sweep System for auto collection of eml/lnstallment/lnterest of loans from operating accounts of borrowers;

3. Auto-capturing of eligible early Warning Signals under big ticket loans of Rs 25.00 crore and above;

4. Automation of Legal audit exercise.

Further, a yearlong program by name, monitoring excellence initiatives was launched on Founders day of the Bank on 18.02.2019 so as to achieve new benchmarks in credit monitoring, which helped the Bank in controlling the stress level.

Credit Risk Mitigation: Disclosures for Standardized Approach

As stipulated by the rbl guidelines, the Bank uses the comprehensive approach for collateral risk mitigation. Under this approach, the Bank reduces its credit exposure to counterparty when calculating its capital requirements to the extent of risk mitigation provided by the eligible financial collateral as specified in the Basel guidelines.

CONCENTRATION RISK

The Bank controls concentration risk by means of appropriate sectoral limits and borrowers limits based on creditworthiness. The Bank also captures the Concentration risk by monitoring the geographical exposure.

Large Exposures Framework

Rbl revised the Large Exposures Framework (LEF) effective from 7th June 2019, for all scheduled commercial banks. Under the earlier framework of 4th april 2019, a banks exposure to a single NBFC was restricted to 15 per cent of its available eligible capital base, while the general single counterparty exposure limit was 20 per cent, which could be extended to 25 per cent by banks boards under exceptional circumstances. To harmonize the counterparty exposure limit to a single NBFC with that of the general limit, rbl has now permitted banks exposure to a single NBFC (excluding gold loan companies) to be restricted to 20 per cent of Tier-1 capital of the bank.

Large exposures to individual clients or group

The Bank has individual borrower-wise exposure ceilings based on the internal rating of the borrower as well as group-wise exposure limits. The Bank monitors the level of credit risk (Low/Moderate/ High/ Very High) and direction of change in credit risk (increasing /decreasing/ stable) at the portfolio level. Your Bank has complied with above framework credit exposure while taking credit exposure.

External Benchmark Based Lending:

External Benchmark Based Lending: RBI has made it mandatory for banks to link all new floating rate personal or retail loans (housing, auto, etc.) And SME loans with an external benchmark from 1st October 2019. Banks can offer such external benchmark linked loans to other types of borrowers as well. The banks can benchmark the loans to the RBI policy repo rate/ Government of Indias 3-month or 6-month treasury bill yields, or any other benchmark market interest rate published by the Financial Benchmarks India Pvt. Ltd. Banks are free to decide the spread over the external benchmark, but the credit risk premium can be changed only when the borrowers credit assessment changes substantially. Other components of the spread including operating costs can be altered once in 3 years. The interest rate will be reset at least once in 3 months. The move is aimed at faster transmission of monetary policy rates.

OPERATIONAL RISK AND ITS MANAGEMENT

Operational risk is the risk of direct or indirect loss resulting from breakdowns in internal procedures, people, system and external events. Examples of operational risk are frauds, system failure, error in financial transactions, failure to discharge demand of contractual obligations due to insufficient funds, etc.

Bank has initiated several measures to manage operational risk through identification, assessment and monitoring of inherent risks in all its business processes.

Framework and Process

To manage Operational risks, Your Bank has put in place a comprehensive and robust risk management framework whose implementation is supervised by the Operational risk Management Committee (ORMC) and reviewed by the risk & Capital Management Committee (RCMC) of the Board. The Operational risk Management Policy approved by the Board of Directors, details the framework for hedging and/or mitigating Operational risks in the Bank. As per the policy, all new products are vetted by the New Product and Process approval Committee to identify and assess potential operational risks, including control measures to mitigate the risks.

Scope and Nature of Operational Risk Reporting and Measurement Systems

In your Bank a systematic process for reporting risk events, loss events, near misses and non-compliance issues relating to operational risks is used to develop triggers to initiate corrective actions and to enhance controls. All critical risks and potential loss events are reported to the Senior Management /ORMC/ RCMC for their directions and suggestions.

Approach for Operational Risk Capital Assessment

As per the RBI guidelines, the Bank has adopted the Basic Indicator Approach for computing capital charge for Operational Risk.

CYBER RISK

Cyber risk is a concern for all businesses including banking business. Your Bank has taken adequate steps to address cyber risks by implementing Cyber Security Framework as per RBI guidelines and has deployed various Information Security systems such as Application Firewall, Web Security Gateway, End Point Security systems, Honey Pot systems and Privilege identity Management (PIM) to protect its information systems. Bank has also put in place in house captive Security Operations Center (SOC), wherein logs are monitored through Security information Event Management (siem) tools. All security Device Monitoring & Management is carried out on 24*7*365 basis to identify and prevent any device malfunctioning/malicious activities. Apart from mitigation measure, bank has also adopted risk transfer approach. Bank has in place cyber security insurance".

A Board level Committee (IT Strategy & Governance Committee) gives directions, approves IT Security related policies apart from overseeing preparedness in respect of information Security of your Bank.

Senior Management of your Bank including majority of board members have undergone Cyber Security Training at idrbt, Hyderabad. Further, your Bank has been complying with the rbi/other regulatory instructions relating to cyber security threat advisories. A Senior Management Committee (information Security Steering Committee) regularly reviews the information security arrangements and implementation of information Security programs in the Bank.

Your Bank has nominated a Chief information Security Officer (ciso), who is responsible for articulating and enforcing the policies that Bank uses to protect the information assets apart from coordinating security related issues in implementation of new systems under information Technology in the Bank.

During the reporting year, Bank has participated in Cyber Security Drills conducted by idrbt with a view to strengthen its internal cyber resilience system.

MARKET RISK

Market risk is the risk to a earnings and capital resulting from movements in market prices, particularly changes in interest rates, foreign exchange rates, equity and commodity prices, including the volatilities resulting from those changes.

Your Bank has put in place Board approved integrated Treasury Policy, Asset Liability Management (ALM) policy, Market Risk Management Policy and Fund Transfer Pricing policy for effective management of Market Risk in the Bank. The objective of the integrated Treasury Policy is to assess and minimize risks associated with treasury operations by extensive use of various risk management tools. Broadly, it encompasses Policy prescriptions for managing systemic risk, credit risk, market risk, operational risk and liquidity risk in treasury operations.

For market risk arising out of various products in treasury and its business activities, the Bank has set regulatory / internal limits and ensures the adherence thereof. Migration of ratings is tracked regularly. Additionally Limits for exposures to counter-parties, industries and countries are monitored and the risks are controlled through Stop Loss Limit, Overnight Limit, Daylight Limit, Aggregate Gap Limit, individual Gap Limit, Value at Risk (var) Limit for Forex, inter-Bank dealing and various investment limits. The Mid Office function of Market Risk Management, is handled by the Risk Management Department.

The Board, RCMC & ALCO oversee the market risk management of the Bank and procedures thereof, implementing risk management guidelines issued by the regulator and the best risk management practices followed globally and ensuring that internal parameters, procedures, practices /policies and risk management prudential limits are adhered to.

Your Bank is having Fund Transfer Pricing Policy which lays down methodology/assumptions on which profitability of the branches/ products/ customers are measured and the outcome of the FTP results are being used for effective decision making.

The Board, RCMC & ALCO oversee the market risk management of the Bank and procedures thereof, implementing risk management guidelines issued by the regulator and the best risk management practices followed globally and ensuring that internal parameters, procedures, practices /policies and risk management prudential limits are adhered to.

The policies for hedging and/or mitigating risks as well as strategies and processes for monitoring the continuing effectiveness of hedges/mitigant are discussed in the ALCO and based on their inputs, hedge deals are undertaken.

Market Risk in Trading Book

Bank has adopted the Standardized Duration approach as prescribed by RBI for computation of capital charge for market risk and is fully compliant with such RBI guidelines.

LIQUIDITY RISK

Liquidity risk arises when a bank fails to meet its contractual obligation in its daily operations due to inadequate funds flow. The Liquidity risk is mitigated through advance assessment of need of funds and coordinating with various sources of funds available to the bank under normal and stressed conditions. There are three different circumstances viz. Funding risks, time risks, and call risks which normally cause liquidity risk to the banks.

Your Banks Liquidity risk is assessed using daily gap analysis for maturity mismatch based on residual maturity in different time buckets as well as various liquidity ratios and management of the same is done within the prudential limits fixed thereon. Advance techniques such as Stress testing, simulation, sensitivity analysis etc., are conducted at regular intervals to draw the contingency funding plan under different liquidity scenarios.

Liquidity Coverage Ratio (LCR)

Basel Ill Framework on Liquidity Standards - Liquidity Coverage ratio (LCR), is a global standard used to measure a Banks liquidity position. LCR ensures that a Bank maintains adequate and unencumbered High Quality Liquid assets (hqlas) that can be converted easily to cash to meet its emergency liquidity requirement in a 30 day liquidity stress scenario. The assets allowed as Level 1 High Quality Liquid assets (hqlas) for the purpose of computing the LCR of banks, include (a) Government securities in excess of the minimum SLR requirement and, (b) within the mandatory SLR requirement, Government securities to the extent allowed by rbl under (i) marginal Standing Facility (MSF) and (ii) Facility to avail Liquidity for Liquidity Coverage Ratio (FALLCR)].

For the purpose of LCR, banks would continue to value government securities reckoned as HQLA at an amount not greater than their current market value (irrespective of the category under which the security is held, i.e., HTM, AFS or HFT).

QUALITATIVE DISCLOSURE

Bank is computing LCR on a daily basis in line with the rbl mandate on "Basel Ill Framework on Liquidity Standards - Liquidity Coverage Ratio (LCR), Liquidity Risk Monitoring tools and LCR Disclosure Standards." the bank ensures that sufficient amount of High Quality Liquid Assets (hqlas) is maintained at all times. Your Banks hqlas stood at 219.25 per cent of the net cash outflows, on a consolidated basis, for the year ended 31st March 2020, which is well above the minimum regulatory requirement of 100 per cent.

Banks Asset Liability Management Committee (ALCO) is empowered to monitor and form suitable strategies to maintain stipulated levels of LCR by channelizing funds to target good quality asset and liability profile to meet Banks profitability as well as liquidity requirements. Funding strategies are formulated by the Treasury and accounts Department (Tad) in accordance with ALCO guidance. The objective of the funding strategy is to achieve an optimal funding mix which is consistent with prudent liquidity, diversity of sources and servicing costs. Accordingly, Tad estimates daily liquidity requirement. With the help of structural liquidity statement prepared by bank, Tad evaluates current and future liquidity requirement and takes necessary corrective action.

INTEREST RATE RISK

This is a risk that arises when the financial value of assets or liabilities (or inflows/outflows) is altered because of fluctuations in interest rates.

Interest rate risk in the Banking Book (IRRBB): the interest rate risk is viewed from two perspectives - Earnings Perspective and Economic Value Perspective. The former is measured using Earnings-at-Risk (ear) under Traditional Gap Analysis (TGA) while the latter is measured through changes in the Market Value of Equity (MVE) under Duration Gap Analysis (DGA).

Earnings-at-Risk (ear)

All the Rate Sensitive Assets (RSA) and Rate Sensitive Liabilities (RSL) maturing /re-pricing up to 1 year are bucketed as per Traditional Gap Analysis (TGA) and ear analysis is conducted by applying various shocks on product-wise weighted average interest rates in each time band. Ear is quantified by changes in the Nil and NIM in comparison with the previous reporting.

Basel III Capital Regulations - Implementation of Leverage Ratio:

To mitigate the risk of excessive leverage and enhance the financial stability, RBI mandated the minimum leverage Ratio (LR) under Basel Ill regulations for banks in India. Both the capital measure and the exposure measure along with the leverage ratio are to be disclosed on a quarter-end basis. However, banks must meet the minimum leverage ratio requirements at all times. As on 31st March 2020, your Bank had the leverage ratio of 6.23 percent as against the regulatory minimum requirement of 3.5 percent.

Capital Adequacy

Under Pillar 2 of the Basel II Accord, Internal Capital Adequacy and Assessment Process (ICAAP) was introduced as a measure of the adequacy of a banks capital resources in relation to its current liabilities and also in relation to the risks associated with its assets. An appropriate level of capital adequacy ensures that the entity has sufficient capital to support its activities and that its networth is sufficient to absorb adverse changes in the value of its assets without becoming insolvent.

An assessment of the capital requirement of the Bank is carried out through comprehensive projections of future business that takes cognizance of the strategic intent of the Bank, profitability of particular business and opportunities for growth. The proper mapping of credit, operational and market risks to this projected business growth enables assignment of capital that not only adequately covers the minimum regulatory capital requirements but also provides headroom for growth. The calibration of risk to business is enabled by a strong risk culture in the Bank aided by effective, technology based risk management system.

Basel III Capital Adequacy Ratio Minimum Requirement

The capital adequacy ratio (CRAR) is calculated by adding Tier 1 capital to Tier 2 capital and dividing by risk-weighted assets. Tier 1 capital is the core capital of a bank, which includes Equity Capital, reserves & Surplus and Share Premium amount. This type of capital absorbs losses without requiring the bank to cease its operations. As of 31st March 2020, under Basel iii, a banks tier 1 and tier 2 minimum capital adequacy ratio (including the capital conservation buffer) must be at least 10.875 percent and your Banks CRAR is at a comfortable level of 12.66 percent.

CAPITAL ADEQUACY ASSESSMENT PROCESS (ICAAP):

In compliance with Basel guidelines, the Bank has put in place a policy document for internal Capital adequacy assessment Process (ICAAP) to evaluate its capital adequacy relative to its risks. Stress testing framework for various stress scenarios is also put in place for a better understanding of the likely impact of adverse market movements/events on the capital and earnings. The results of the ICAAP and Stress testing are reviewed periodically to assess the capital requirement for the projected business growth, keeping in view the risk appetite and risk profile of the Bank. A Board level risk & Capital management Committee (RCMC) reviews the risk appetite, risk profile, business projections as well as capital assessments of your Bank at periodic intervals

COMPLIANCE RISK

Compliance risk arises when prudential guidelines are not adequately complied with by the bank or its service provider resulting in fines, penalties or punitive damages from regulators. RBI has been imposing penalties on banks for their failure to comply with regulatory or statutory requirements including KYC/AML areas.

INTERNAL CONTROL SYSTEMS - ADEQUACY AND COMPLIANCE

Your Bank has put in place an effective and robust internal control apparatus, commensurate with its size, geographical spread and complexity of operations. At the apex level, guidance and direction on the control aspects is vested with the Audit Committee of the Board of Directors which takes an overall view on the internal control aspects and formulates all the related policy guidelines.

The Bank has put in place an independent Compliance department headed by a Chief Compliance Officer who is In-Charge of the entire compliance functions of the Bank to ensure effective implementation and compliance of all the directives issued by various Regulators, its Board of directors and its own Internal Control Policy.

Your Bank has adopted Risk-Based Internal Audit (RBIA) mechanism which ensures greater emphasis on the internal auditors role in mitigating various risks. While continuing with the traditional risk management and control methods involving transaction testing etc., the Risk-Based Internal Audit would, not only offer suggestions for mitigating current risk but also on potential future risk, thereby playing an important role in the risk management process of the Bank.

The risk assessment under RBIA covers risks at various levels (corporate and branch; portfolio and individual transactions etc.) As also the processes in place to identify, measure, monitor and control the risks. The internal audit department is devising the RBIA risk assessment methodology, with the approval of the Audit Committee of the Board of directors, keeping in view the size and complexity of the business undertaken by the Bank. The risk assessment process includes identification of inherent Business Risk in various activities undertaken by the Bank and evaluate the effectiveness of the control systems for monitoring the inherent Risks of the business activities.

With a view to seek periodic assurances on the adequacy and efficacy of internal control functions, the Bank causes periodic Regular inspections and information System (is) Audit of all the branches and Offices. Besides, your Bank also covers select branches under concurrent audit as per the Concurrent Audit Policy of the Bank and Short inspection of all the branches as well. Concurrent Audit of Treasury functions (both domestic and forex), international Division, Forex designated branches, Central Processing Centre, Centralized Account Verification Cell, swift reconciliation, Regional Loan Processing Centres (RLPC), and external integrated Audit of Centralised Payment & Reconciliation Cell is also undertaken. Further, is Audit of Data Centre and DR Site is done by CERT-in empanelled external security auditing firm besides conducting other regular is Audits by internal cisa qualified and iso 27001 Lead Auditors etc.

Besides, the Bank has also been causing Stock/Credit Audits and Legal Audits of large borrowal accounts by external professionals in furtherance of effective credit administration. Banks Credit Monitoring Department and Risk Management Department are acting as Risk resilient system for effectively monitoring and managing for mitigation of various risks.

To apprise the effectiveness of management at different levels in accomplishing the assigned tasks towards achieving the overall corporate objectives, Management Audit is also introduced by your Bank for Departments at Head Office and Regional Offices.

As per the requirement of Companies Act, 2013, Bank has formulated internal Financial Controls framework by documenting risk and controls associated with each process in the Bank and testing of internal Financial Controls over Financial Reporting (icfr) is done annually.

Your Bank has implemented Defense in Depth security architecture with continuous monitoring by Securities Operations Centre (SOC) integrated with siem to safeguard the interest of the banks assets and its stakeholders. The systems and processes of the Data Centre, NLS & it departments of the Bank are iso 27001:2013 Certified.

Your Bank has put in place the policies and procedures for ensuring an orderly and efficient conduct of its business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable and transparent financial information. The Audit Committee of the Board periodically assesses the effectiveness of the internal financial controls and their adequacy and issues directions for its strengthening wherever found necessary. The internal Audit function of the Bank, operates independently under the supervision of the Audit Committee of the Board, thereby ensuring its independence.

RISK BASED SUPERVISION (RBS)

In view of the growing complexities in the processes, product offerings and systems and procedures in the indian banking sector, pursuant to the recommendation of the High Level Steering Committee, Reserve Bank of india has shifted supervisory stance to risk-based approach called Supervisory Program for Assessment of Risk and Capital (SPARC) which is focusing on evaluating both present and future risks, identifying incipient problems and facilitating prompt intervention / early corrective action etc. Your Bank has been included under the same and migrated to Risk Based Supervision since 31st March, 2015. A plan of action for complying with various findings in RBS communicated to the Bank in Risk Assessment Report is also ensured.

COMPLIANCE FUNCTION

Compliance function in the Bank is one of the key elements in the Banks Corporate Governance structure along with internal control and risk management process. As an important element in Corporate Governance structure, the Bank has a robust Compliance Department with sufficient independence to promote healthy compliance culture within the Bank. Bank ensures strict observance of all statutory provisions, guidelines from rbi and other Regulators, standards and codes, Banks internal policies and fair practices code. The compliance function includes interpretation/ dissemination of regulatory and statutory guidelines and ensures that controls and procedures capture the appropriate information to the Senior Management in their risk management function. The risk-based compliance programme of the Bank, under the supervision of Chief Compliance Officer, ensures appropriate coverage across businesses, besides verifying the level of compliance through Compliance testing of branches/business units. The Bank carries out an annual compliance risk assessment to identify and assess major compliance risk faced by it and take steps to manage the risks effectively.

CONVERGENCE WITH THE INTERNATIONAL FINANCIAL REPORTING SYSTEM (IFRS)- IND-AS

As per the roadmap given by Reserve Bank of india (rbi) vide circular dated 11th February 2017, transition to "indian Accounting Standards (ind AS) in banks were to commence from the accounting period beginning 1st April, 2018 onwards. However, the regulator had deferred the implementation of ind AS for Scheduled Commercial Banks by one year i.e. From the accounting period beginning 1st April 2019. The rbi vide its circular No.DBR.BP.BC.No.29/21.07.001/ 2018-19 dated 22nd March 2019 has deferred implementation of ind AS till further notice.

However, your Bank is prepared to implement ind AS and towards this direction, Bank has conducted diagnostic study on various disparities between current Accounting framework and ind AS and ascertained various areas having an impact on measurement, accounting and disclosure of financial assets & liabilities and provisioning requirements. Besides, changes required to be carried out in Core Banking Solution (CBS) and it systems of the Bank, to accommodate ind AS are also being looked into and as stipulated by rbi, Bank has been submitting the Proforma ind AS Financial statements from time to time to rbi.

SUBORDINATED DEBT INSTRUMENTS

With a view to maintain a healthy capital position on an ongoing basis, Bank raised capital funds in the earlier years by issuing subordinated debt instruments (i.e., Unsecured Non-Convertible Subordinated (Lower Tier-2) BASEL iii Debt instruments) as part of Tier 2 Capital under different series by private placement and are listed on National Stock Exchange of india Ltd (NSE) and details of the debt instruments outstanding as on 31st March 2020 are as under:

Series Date of issue Face Value per Bond Number of Bonds Amount (Rs crore) Tenure from date of issue Coupon Rate (% p.a.) Credit Rating Listing Isin of the Bonds
Iv 17.11.2012 10,00,000 2,500 250.00

120

Months

11

Icra A &

CARE A

Listed on NSE-Debt Segment

Ine614b08021
V 16.11.2018 1,00,000 40,000 400.00 12 Ine614b08039
Vi 18.02.2019 1,00,000 32,000 320.00 12 Ine614b08047

Your Bank has paid interest on these debt instruments on a timely basis since the issue of respective debt instruments as per the terms of the issue. No Certificate of Deposits were issued by the Bank during the year under report.

DIVIDEND DISTRIBUTION POLICY

Your Bank has adopted a Policy on distribution of dividend to the shareholders pursuant to the Regulation 43A of the SEBI (LODR) regulations, 2015. Gist of the dividend distribution Policy is as under:

• Being a Banking entity, dividend distribution is guided by the RBI Circular DBOD.No.BP. BC. 8821.02.67/2004-05 dated 5th May, 2005 with regard to eligibility criteria for distribution of dividend.

• Factors considered for recommendation of dividend includes both internal factors such as financial performance, dividend payout trends, tax implications, corporate actions and external factors such as shareholders expectations, macro environment etc.

• Factors considered for determining the quantum of dividend include financial performance, capital fund requirements to support future business growth, having regard to the dividend payout ratio prescribed under the aforesaid RBI Guidelines etc.

The dividend distribution Policy of the Bank is available in Banks website at https://karnatakabank.com/investor-portal/ corporate-governance.

As discussed earlier, in view of the restriction imposed by the RBI vide circular dated 17th April 2020 on payment of dividend by the schedule commercial banks, the Board of directors has not recommended any dividend for the financial year 2019-20.

INTEGRATED REPORTING

SEBI vide circular dated 6th February 2017 has prescribed that Integrated Reporting may be adopted by top 500 listed entities on a voluntary basis from the financial year 2017-18. Accordingly, your Bank being one of the 500 listed entities, has prepared the Integrated Report which has been hosted on the Banks website under Investor Portal at www.karnatakabank.com> Investor Portal>Corporate Governance tab.

DIRECTORS AND CHANGES IN THE BOARD

As on 31st march 2020, your Banks Board comprised of 9 directors, including one woman director. Ah of them are Independent directors except Mr. P Jayarama Bhat, Part-time non-executive Chairman, Mu Mahabaleshwara M S, managing director & CEO and Mr. B R Ashok, Additional director. The details of the criteria for appointment and remuneration of directors are provided in the report on Corporate Governance under Annexure III.

During the year under report, Mr. B A Prabhakar, Independent director retired from office on 5th September 2019 upon completion of his five year term in terms of Companies Act, 2013. The Board places on record its appreciation for the valuable contributions and the guidance given by him during his tenure in office. Further, the Board appointed Mr. B R Ashok, Chartered Accountant from Chennai, as an Additional director w.e.f. 27th August 2019 and in terms of Section 161 of Companies Act, 2013, he holds the office up to the date of 96th Annual General Meeting and the Board of directors recommends his appointment as a Non-Independent director of the Bank. Accordingly, a resolution seeking shareholders approval for his appointment has been included in the Notice of ensuing 96th Annual General Meeting.

Mr. P Jayarama Bhat (din: 00041500) was appointed as the Part Time Non-Executive Director of the Bank upon receipt of approval from the rbi and also from shareholders to hold office from 12th April 2017 for a period of three years i.e. 11th April 2020. Considering his Chairmanship and participation in the Board to the overall growth of the Bank also upholding best corporate governance practices, the Board of directors recommends his continuation in the office to hold the office till 13th November 2021 i.e. Upto attainment of upper age limit of 70 years. In terms of section of 10B(1A)(I) of Banking regulation act, 1949 , appointment of chairman in the Banks is subject to the approval of rbi and upon application by the Bank, reserve Bank of India vide email dated 24th march 2020, accorded its approval for his reappointment to hold office of the Part time nonexecutive Chairman upto 13th November 2021 and for his remuneration. Since, he is not an Independent director, a resolution seeking shareholders approval for his reappointment has been included in the notice of ensuing 96th annual General meeting.

Mu Keshav K Desai (din: 07427621), who was appointed as an Independent director on the Board of the Bank on 19th February 2016, will be completing his tenure of 5 years as an Independent director on 18th February 2021. Considering his participation and contribution in the Board deliberations, your directors recommend for approval of his reappointment as an Independent director of the Bank and a resolution has been included in the notice of ensuing 96th annual General meeting.

MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER (MD & CEO)

Mu Mahabaleshwara M S (din: 07645317) was appointed as the managing director & CEO of the Bank upon receipt of approval from rbi to hold office from 15th april 2017 for a period of three years i.e. Till 14th april 2020. Necessary shareholders approval was also obtained at the 93rd annual General meeting. Considering his contribution to the growth of the Bank in these years under challenging business environment, the Board of directors recommends his continuation in the office for a further period of three years. The reserve Bank of India vide its email dated 24th march 2020, accorded its approval in terms of Section 35B of the Banking regulation act, 1949 for his reappointment for a further period of three years w.e.f. 15th april 2020 along with revised remuneration duly complying with guidelines as defined in rbi Circular dated 4th November 2019 on Compensation to wtds/ceos and other material risk takers. Hence, a resolution seeking shareholders approval for his reappointment and revised remuneration has been included in the notice of ensuing 96th annual General meeting.

INDEPENDENT AND NON-EXECUTIVE DIRECTORS

Pursuant to the provisions of Section 149(6) of the Companies act, 2013, your Bank has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence for Independent Directors as on 31st march 2020.

PERFORMANCE EVALUATION OF THE BOARD

Your Board of Directors has laid down criteria for performance evaluation of Directors, Chairman, MD & CEO, Committees of the Board and Board as a whole and also the evaluation process for the same. The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Committees of the Board etc., are given in detail in the report on Corporate Governance under annexure III. In pursuance to the above, NRC of the Board and Independent Directors in their separate meetings held on 20th March 2020 have reviewed and evaluated the performance of Board as a whole and the Managing Director & CEO.

Further, the Board has also reviewed the performance of committees of the Board and that of individual independent Directors at its meeting held on 20th March 2020.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with the related parties that were entered into during the year under report were in the ordinary course of the business of the Bank and were on arms length basis. There were no materially significant related party transactions entered into by the Bank with directors, Key managerial Personnel or other persons which may have a potential conflict with the interest of the Bank. As such disclosure in Form AOC-2 is not applicable. The policy on dealing with Related Party transactions as approved by the audit Committee/ Board has been placed in the website of the Bank under investor Portal.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134(3)(c), 134(5) of the Companies act, 2013 read with rule 8 of the Companies (accounts) rule, 2014, and other applicable provisions, your directors state that:

A) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

B) the directors have selected such accounting policies and applied them consistently and made judgements 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 financial year 31st march 2020 and profit and loss for that period.

C) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities.

D) the directors have prepared the annual accounts on a going concern basis.

E) the directors have laid down the internal financial controls followed by the Bank and that such internal financial controls are adequate and are operating effectively.

F) the directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY DISCLOSURES

The disclosures under sub-section (3) of Section 134 of the Companies (accounts) rules, 2014 are furnished below:

A) Conservation of energy and technology absorption: Considering the nature of the Banks business, the provisions of Section 134(3)(m) of the Companies act, 2013 relating to conservation of energy and technology absorption are not applicable to your Bank. The Bank has, however, used information technology in its operations extensively. Further, to promote renewable sources of energy, Bank has installed solar panels at the Corporate Office, few regional Offices and also at few Banks owned premises.

B) During the year ended 31st March 2020, the Bank has earned 0.93 crore and spent Rs1.66 crore in foreign currency.

C) There were no significant and material orders passed by the regulators or courts of tribunals impacting the going concern status and Banks operations in future.

D) internal financial control systems and their adequacy: Your Bank has laid down standards, processes and structure facilitating the implementation of internal financial control across the Bank and ensure that same are adequate and operating effectively.

E) Key managerial Personnel: Mr. Mahabaleshwara M S, MD & CEO, Mr. Muralidhara Krishna Rao, CFO and Mr. Prasanna Patil, Company Secretary of the Bank were the Key Managerial Personnel of the Bank as on 31st March 2020 as per the provisions of the Companies Act, 2013. None of the Key Managerial Personnel has resigned during the year under report. Upon elevation of Mr. Y V Balachandra to the post of Chief Operating Officer (COO) of the Bank and entrustment of other functional reallocation to him, Mr. Muralidhara Krishna Rao, General Manager, has been designated as the Chief financial Officer of the Bank w.e.f. 13th May 2019 in place of Mr. Y V Balachandra.

F) Remuneration of Directors: Disclosure pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure Vi to this report.

G) During the financial year 2019-20, there was no employee who was in receipt of remuneration requiring disclosure as per the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF BOARD MEETINGS

During the year under report the Board met 16 times and the details thereof are provided in the report on Corporate Governance attached to this report.

COMMITTEES OF THE BOARD

The Bank had 9 Committees of the Board which were constituted to comply with the requirements of relevant provisions of the applicable laws and for operational efficiency. Details of the meetings of the Board and the Committees, their composition, terms of reference, powers, roles etc are furnished in the report on Corporate Governance attached to this report in Annexure iii.

CORPORATE GOVERNANCE

Your Bank is committed to follow the best practice of corporate governance to protect the interest of all the stakeholders of the Bank, viz. Shareholders, depositors and other customers, employees and the society in general and maintain transparency at all levels. A detailed report on corporate governance practices is given as Annexure iii to this report.

AUDITORS

A. Statutory Auditors

At the 95th Annual General Meeting held on 7th August 2019, M/s. Badari, Madhusudhan & Srinivasan, (Firm Registration No. 005389S) Chartered Accountants, No. 132, ii Floor, Kantha Court, Lalbagh Road, Bengaluru-560027 and M/s Manohar Chowdhry & Associates, (Firm Registration No. 001997S), Chartered Accountants, New No.27, Subramaniam Street, Abiramapuram, Chennai-600018, were appointed as the Joint Statutory Central Auditors of the Bank who, at the conclusion

Of the ensuing Annual General Meeting, will be completing the period of second year (i.e., in the term commencing from FY 2018-19).

The Board of Directors proposes to the members the appointment of M/s Badari, madhusudhan & Srinivasan (Firm Registration No.005389S), Chartered accountants, No.132, ii Floor, Kantha Court, Lalbagh road, Bengaluru-560027 and M/s manohar Chowdhry & associates, Chartered accountants, new No. 27, Subramaniam Street, abiramapuram, Chennai-600018 jointly as Statutory Central auditors of the Bank to hold office upto the conclusion of 97th annual General meeting. Pursuant to Section 30(1A) of the Banking regulation act, 1949, approval from reserve Bank of india has been sought for the said appointments. The Bank has received consent from the above auditors and necessary confirmation from them that they are not disqualified to be appointed as auditors of the Bank pursuant to the provisions of the Companies act 2013 and the rules made thereunder.

B. Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 204 of the Companies act, 2013 and the rules thereunder, your Bank had appointed M/s. Gopalakrishnaraj H H & associates, Practising Company Secretary, Bengaluru as Secretarial auditors to conduct the Secretarial audit for the year ended 31st march 2020. The audit report from the Secretarial auditor is annexed to this report as a part of annexure iii.

C. Observations made by the Auditors

Both the Statutory Central auditors and the Secretarial auditor have made an observation over compliance to SEBI (LODR) regulations, 2015 regarding non-compliance in the constitution of the audit Committee for a short period from 6th September 2019 till 5th november 2019 and the compliance in this regard has been ensured soon it came to the notice of the Bank. The Constitution of the audit Committee in Banks is primarily governed by the extant guidelines issued by the reserve Bank of india and also SEBI (LODR) regulations, 2015. However, the Bank reconstituted the audit Committee with effect from 6th november 2019 in compliance with regulation 18 of SEBI (LODR) regulations, 2015. The details are also mentioned in the Corporate Governance report annexed to this report.

ACKNOWLEDGEMENTS

The Board of directors would like to place on record their sincere gratitude to the reserve Bank of india, other government and regulatory authorities, financial institutions and correspondent banks for their continued guidance and support. Your directors also place on record their gratitude to the Banks shareholders, depositors and other customers for their continued support, patronage and goodwill. Your directors express their deep sense of appreciation to all the staff members, for their contribution in your Banks quest for sustained growth and profitability and look forward for their continued contribution in scaling greater heights.

For and on behalf of the Board of Directors

Sd/-

Place: mangaluru P Jayarama Bhat
Date: June 6, 2020 Chairman