Karur Vysya Bank Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 102nd Annual Report on the business and operations of the Bank together with the audited accounts for the Financial Year ended March 31, 2021.

KEY PERFORMANCE INDICATORS

The Banking Industry faced multiple headwinds during the year under review - battling unprecedented macroeconomic disruptions caused by pandemic lockdowns & its second order effects. The business environment, already weakened by demand contraction, subdued export growth and rise in inflation at the beginning of the year, was adversely impacted by the lockdown-led mobility restrictions. The pent-up demand during the festival season and the resilience exhibited by a few industry sectors led to marginal growth in credit off-take during the latter half of the year. Under such circumstances, your Bank registered a reasonable growth, highlights of which are as below:

Particulars March 31, 2021 March 31, 2020
(J in Crores) (J in Crores)
Deposits 63,278.43 59,075.08
Advances 52,820.13 48,516.30
Investments 16,465.98 16,072.60
Total Income 6,527.07 7,144.60
Total Expenditure 5,097.74 5,383.76
Operating Profit 1,429.33 1,760.85
Net Profit 359.39 235.02

TOTAL BUSINESS

Your Banks Total Business grew to reach H 1,16,098.56 Crores as on March 31, 2021 as against H 1,07,591.38 Crores of the previous financial year, a growth of 7.91%.

DEPOSITS

The Gross Deposits of the Bank stood at H 63,278.43 Crores as on March 31, 2021 as against H 59,075.08 Crores of the previous financial year. The Term Deposits also improved to H 41,624.61 Crores as on March 31, 2021 as against H 40,568.37 Crores of the previous financial year.

Your Banks CASA recorded a healthy growth of 17.01% during the year and stood at H 21,653.83 Crores as on March 31, 2021 from H 18,506.71 Crores of the previous financial year. Savings Bank deposits reached H 15,215.01 Crores from H 13,002.61 Crores of the previous financial year and Other Demand Deposits stood at H 6,438.81 Crores as against H 5,504.10 Crores of the previous financial year. The CASA ratio of the Bank as on March 31, 2021 stood at 34%.

ADVANCES

During the year, your Banks credit portfolio moved positively and stood at H 52,820.13 Crores as on March 31, 2021 as against H 48,516.30 Crores of the previous year, an increase of 8.87%. Agricultural Advances registered a sharp increase during the year, followed by Retail Lending and Commercial Advances. The Corporate books was cautiously trimmed down during the year by 3% (after deducting technical write offs). The details of the Advances portfolios for FY 2020-21 and FY 2019-20 along with their comparative growth is detailed in the table below:

CLASSIFICATION OF ADVANCES PORTFOLIO

March 31, 2021 March 31, 2020 Y-O-Y
Particulars (J in Crores) (J in Crores) Growth %
Agriculture 11,531 8,936 29
Retail (Personal 12,257 11,193 10
Banking)
Commercial 16,687 15,620 7
Corporate 12,345 12,767 (3)
Total Advances 52,820 48,516 9

During the year, the Priority Sector Lending of your Bank rose by 20.52% and reached H 25,341.00 Crores from H 21,026.39 Crores of the previous financial year. As on March 31, 2021, the Priority Sector Advances of your Bank constituted 52% of its Adjusted Net Bank Credit (ANBC) as against the statutory mandate of 40%.

AGRICULTURE ADVANCES

Your Banks average Agriculture Advances, in terms of RBI guidelines, stood at H 10,272 Crores as on March 31, 2021, which constituted 21% of ANBC, as against the regulatory stipulation of 18%. Average Advances to Micro Enterprises and Weaker Sections stood at 8.43% and 12.31% respectively. Your Bank has continuously achieved and surpassed the statutory Agriculture target by its focused lending strategies to the Agriculture and its allied sectors.

ASSET QUALITY

The Banking industry underwent a unique experience in asset quality front during the year with the Regulator effecting a standstill in asset quality classification through Moratorium up to August, 2020. The moratorium extended almost until the end of the year by interim orders of the Supreme Court.

During this trying period, your Bank kept up regular interactions with borrowers to monitor and update their accounts, assisted them in restructuring their portfolio wherever necessary – all in line with the RBIs mandated relief measures. The Supreme Courts embargo was lifted in end March 2021 and your Bank classified the eligible accounts as NPAs as per regulatory guidelines. Your Bank focused on containing and recovering the Non-Performing Assets through focused recovery measures. Your Bank accelerated the recovery momentum through a combination of several initiatives i.e. a dedicated Call Center for monitoring and following up recoveries, identification of special Asset Recovery Branches and increased feet-on-street capabilities of branches. In addition, One Time Settlement with borrowers were also negotiated wherever feasible. Your Bank also focused recovery from corporate accounts through legal and recovery measures as well as active coordination with consortium lending leaders, as appropriate. Your Bank has a well-defined Recovery Policy and the Board level NPA Management Committee monitors & reviews the recovery process. Your Bank is also continuously reviewing & strengthening its underwriting framework by leveraging its technology platform and has tightened its internal controls by gleaning new learnings and also unlearning from its previous lending experience.

The Gross NPAs of your Bank marginally softened during the year and stood at H 4,143 Crores as against H 4,213 Crores during the previous year while the Net NPAs totaled H 1,719 Crores, down from H 1,809 Crores of the previous year. In percentage terms, the GNPA declined by 0.83% and stood at 7.85% and the Net NPA ratio stood at 3.41% down by 0.51% from the previous year. The GNPA and NNPA of the Bank, both in absolute and percentage terms, has shown consistent decline over the past two years.

INVESTMENTS

The Investment portfolio of your Bank showed marginal growth during the year and stood at H 16,465.46 Crores as on March 31, 2021 as against H 16,072.60 Crores of the previous year and the average investment books for the year reached H 17,767 Crores. The investment portfolio composition is in alignment with the Investment Policy, corporate strategy and risk appetite of the Bank.

The Income from Investments during FY 2020-21 declined to H 941.79 Crores as against H 1,149.67 Crores of the previous year. Despite the rise in overall implied market yield, Bank has registered Profit on sale of investments of H 354.76 Crores during the year as against H 339.99 Crores in the year 2020. Your Bank is cautiously maintaining the Modified Duration of the portfolio in the range of 3.25-3.50 years to minimize any MTM risk and the Modified Duration of overall portfolio including Held to Maturity (HTM) was maintained at 3.48 years as on March 31, 2021. Your Bank has maintained a comfortable Liquidity position throughout the year.

FOREIGN EXCHANGE TRANSACTIONS

Your Banks merchant turnover stood at H 20,021 Crores as compared to the previous financial years level of H 22,549 Crores. Export credit registered a growth of 18.99% during the year, from H 1,004.16 Crores of the previous financial year to H 1,194.82 Crores.

The Income earned through foreign exchange transactions was H 57.80 Crores for the year FY 2021 as against H 71.27 Crores for the year FY 2020. Exchange Profit of H 31.84 Crores and Commission & others of H 25.96 Crores forms part of the Total Income.

The unfavorable economic conditions coupled with the careful pruning of its corporate book by the Bank impacted the revenues from this segment.

INCOME

Your Banks Interest Income for the year 2021 was at H 5,470.43 Crores as against H 5,989.99 Crores for FY 2020. The reduction is due to fall in the interest rates and our Net Interest Income was H 2,359.51 Crores as against H 2,347.94 Crores of the previous financial year. The Yield on Advances and Investment stood at 8.93% and 5.30% respectively.

The Non-Interest Income of your Bank for the period stood at H 1,056.65 Crores as against the previous years H 1,154.62 Crores.

EXPENDITURE

Your Banks Interest expenditure reduced by 14.58% during the year and stood at H 3,110.91 Crores, compared to H 3,642.04 Crores of the previous year. The Operating expenses increased from H 1,741.71 Crores of the previous financial year to H 1,986.83 Crores, mainly due to the one-time impact of employees wage revision arising from the XIth bipartite settlement.

Your Banks Cost of Deposits eased to 4.96% as against 5.76% of the previous financial year. The Net Interest Margin (NIM) stood at 3.40% from 3.44% while the Spread was muted at 2.67%.

PROFIT

Your Banks Operating Profits declined to H 1,429.33 Crores for the year ending March 31, 2021 as against H 1,760.85 Crores of previous financial year, mainly due to the impact of the one-off wage settlement expenses. However, your Banks Net Profits surged to H 359.39 Crores during the year, registering a growth of 52.92% over the previous years H 235.02 Crores.

APPROPRIATIONS

The Net Profit of H 359.39 Crores along with H 1.74 Crores brought forward from the previous financial year, aggregating H 361.13 Crores, was appropriated as follows:

Appropriation – Transfer to Amount
(J in Crores)
Statutory Reserve 89.90
Capital Reserve 85.20
Investment Fluctuation Reserve -
Special Reserve 40.00
General Reserve 105.00
Proposed Dividend 39.97
Balance carried to Balance Sheet 1.06

DIVIDEND

RBI has issued guidelines for the year 2020-21, regarding the payment of Dividend out of the profits, vide Circular No.DOR.ACC. REC.7/21.02.067/2021-22 dated April 22, 2021 and advised the quantum of dividend pay-out to 50% of the actual entitlement, in line with extant circular dated May 4, 2005. The spirit behind this new guideline is to conserve capital as a bulwark against unexpected losses and improve the overall resiliency of Banks. Accordingly, considering the capital position of the Bank and the quantum of dividend pay-out permitted, your Bank has recommended a Dividend of 25% i.e. H 0.50 per equity share of H 2.00 each for the year FY 2020-21 and this will be paid out subject to the approval of the shareholders at the ensuing Annual General Meeting. This is in compliance with the new guideline of Reserve Bank of India.

Your Bank has formulated the Dividend Distribution Policy as per the requirements of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations). The Objective of the Policy is to ensure an equitable balance between rewarding the shareholders through dividend and retaining sufficient funds for future growth of the Bank. The Dividend Distribution Policy is available on the Banks website at https://www.kvb.co.in/docs/dividenddistribution-policy.pdf.

In accordance with Accounting Standards 4 - Contingencies and Events Occurring after the Balance Sheet date - notified by the MCA on March 30, 2016, the proposed dividend amounting to H 39.97 Crores has not been shown as an appropriation from the Profit and Loss account as of March 31, 2021 and correspondingly not reported under Other Liabilities and Provisions as at March 31, 2021 (is reported under balance of profit).

PANDEMIC IMPACT ON BUSINESS

India enforced the strictest lockdown of more than two continuous months, to contain the pandemic outbreak in the country. The Government of India and the State Governments took several proactive measures to safeguard the health & life of the people. While the Government of India announced a plethora of fiscal initiatives to stimulate the falling demand, the Reserve Bank of India (RBI) also heavy-lifted the economy through several monetary measures to ease stress in financial sector. During the lockdown, Banks were allowed to carry out certain essential Banking services by adopting standard operating procedures in line with the guidelines issued by the local Governments. Your Bank complied with the guidelines and enforced social distancing norms in its branches and offices, operated with minimal staffing and stringently followed all the safety measures prescribed. Your Bank witnessed increased traffic on its KVB DLite Mobile App, which ensured convenient Banking services and a seamless experience for our customers. Post unlocking of restrictions, Branches/Offices resumed normal operations, while adhering to all safety measures as per the Government guidelines. Your Bank is closely monitoring the pandemic situation and proactively makes all the necessary arrangements for the safety of staff and convenience of the customers, to ensure business continuity. Your Bank remains committed to continually accelerate its digital journey by exploring new opportunities and avenues to improve customer service levels.

SHARE CAPITAL

The Authorized share capital of the Bank stood at H 200.00 Crores divided into 100 Crores Equity Shares with a Face Value of H 2/- per share as on March 31, 2021.

After the close of FY 2020-21, the Bank has allotted 989 Equity Shares pertaining to Rights and Bonus Issues held in the abeyance category. Post allotment of the aforesaid equity shares, the Paid-up Share Capital increased from H 159,86,41,438 to H 159,86,43,416 comprising 79,93,21,708 equity shares with a Face Value H 2/- per share. There was no other change in the capital structure of the Bank during the year.

The Banks Net owned funds grew to H 6,959.74 Crores from H 6,600.28 Crores as of the previous financial year and the Market Capitalization of the Bank stood at H 4,443.28 Crores as on March 31, 2021.

EARNINGS PER SHARE/BOOK VALUE

Banks Earnings Per Share (Basic) stood at H 4.50 and the Book Value as on March 31, 2021 was H 87.07 per fully paid equity share of H 2/- each.

DEBT INSTRUMENTS & CREDIT RATING

The Bank had issued Basel III Compliant Unsecured, Redeemable Non-Convertible Tier II Bonds to the value of H 487.00 Crores with a coupon rate of 11.95% p.a. and a tenor of 123 months (maturing on June 12, 2029) in March 2019 through Private Placement. The second coupon interest has been duly paid to the Debenture holders on March 12, 2021.

Particulars Rating Agency Rating Rating Action Date of Revision
Basel III Tier II Bonds – Issue of ICRA IND A+/Stable* Affirmed 08.02.2021
1,200 Crores where H 487 Crores was utilized India Ratings & Research [ICRA]A(hyb)(Stable)* Reaffirmed 23.03.2021
Certificate of Deposits Programme – H 3,000 Crores ICRA ICRA A1+ Reaffirmed 11.05.2020
ICRA A1+ Reaffirmed 24.08.2020
ICRA A1+ Reaffirmed 01.12.2020
ICRA A1+^ Reaffirmed 23.03.2021
CRISIL CRISIL A1+ Reaffirmed 11.09.2020
CRISIL A1+ Reaffirmed 31.10.2020
CRISIL A1+^ Reaffirmed 07.01.2021

* Instruments with this rating are considered to have an adequate degree of safety with respect to the timely servicing of financial obligations. Such instruments carry a low credit risk.

^ Instruments with this rating indicate a very strong degree of safety with respect to the timely payment of financial obligations. Such instruments carry lowest credit risk.

CAPITAL ADEQUACY

The Banks Capital Adequacy Ratio firmed up to 18.98% as on March 31, 2021, as per BASEL III norms. This is well above the statutory limit of 10.875% (9% plus Capital Conservation Buffer of 1.875% is required to be maintained as of 31.03.2021) as prescribed by the current RBI Guidelines.

SUBSIDIARIES AND ASSOCIATES

Your Bank does not have any Subsidiaries or Associates /JVs to report during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to provisions of the Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year is provided in a separate section of the Annual Report.

NETWORK OF BRANCHES

We have seen rapid changes in the banking sector, especially the rise of digitalization of customer interfaces due to the quick adaptability of customers to digital transactions, more so after the pandemic outbreak. Your Bank believes that more and more customers shall prefer the digital mode of operations, rather than visiting bank branches, and hence is focusing on enhancing its digital capabilities accordingly.

In light of this, your Bank has revisited its branch expansion strategy and has added only one branch during the year, at Madurai – KK Nagar (Tamil Nadu) and three back offices. The branch network including Corporate Business Units, Business Banking Units, Asset Recovery Branches, NEO and Precious Metal Division totals 811 as on March 31, 2021, excluding three Extension Counters and five Satellite Offices.

Your Bank has installed new ATMs and Bunch Note Recycler Machines (BNRM) during the year to provide uninterrupted

Banking services to customers. There are 1,661 ATMs, 575 Bunch Note Recycler Machines (BNRM), 178 Self-Service Passbook Kiosks and 64 CTS enabled Cheque Deposit Kiosks as on March 31, 2021.

Classification of Branches and Alternate Channel

CURRENCY CHEST

As on March 31, 2021, your Bank has seven Currency Chests across different locations in Tamil Nadu, Andhra Pradesh, Telangana and Karnataka to supply adequate cash to Branches

& ATMs in their respective areas, and the Clean Note Policy of RBI is being adhered to. Currency Chests also support the branches maintain cash within the retention limit for smooth operations. Through our Currency Chest linked branches, the Bank also conducted soiled note exchange melas and distribution of coins.

FINANCIAL INCLUSION

In line with our 100+ year legacy, the Bank continues to be in the forefront of reaching the unreached, unbanked and under-banked areas and initiating financial inclusion measures to ensure availability of basic banking services and products to all. For this the bank has leveraged its technology backed solutions and also utilized the services of Bank Mitras. Your Bank has reached the disadvantaged and underprivileged segment of the society by extending its financial services through 136 Bank Mitras in rural villages, 3 Bank Mitras in urban locations with 39 Ultra Small Branches. Your Bank continues to provide basic financial products including Basic Savings Bank Deposit Account (BSBDA), Insurance products and Pension accounts, thus supporting the implementation of various Government social welfare schemes. We opened 2,77,305 Basic Savings Bank Deposit account (BSBD) as on 31.03.2021.

Pradhan Mantri Jan Dhan Yojana (PMJDY):

Your bank has been implementing PMJDY as per the directives of the Ministry of Finance, Govt. of India and has opened 5,184 accounts amounting of H 4.65 Crores during FY 2020-21. The total outstanding balance in PMJDY accounts as on March 31, 2021 is H 17.79 Crores and we have totally issued 1,15,940 RuPay Debit Cards as on March 31, 2021 under this scheme.

Hand-held devices are provided to Bank Mitras for facilitating payments, which are enabled for accepting Rupay Cards/AEPS (Aadhaar Enabled Payment System) transactions. Bank Mitras have executed 8.12 Lakhs transactions, amounting to H 97.67 Crores during the year. Your Bank has handled 4.49 Lakhs transactions on DBT/Old Age Pension/MGNREGS amounting of H 39.90 Crores through Bank Mitras during the year.

Micro Credit (SHGS Bank linkage):

Your Bank is providing credit facilities to Self-Help Groups (SHG) and Joint Liability Groups (JLG) to meet the credit needs of the poor in a flexible manner. As on March 31, 2021, the Bank has 181 JLG loans with outstandings of H 58.47 Lakhs.

Financial Literacy:

With the objective of imparting financial literacy and facilitating effective use of financial services, your Bank has reached out to the beneficiaries by conducting financial literacy programs to enhance their awareness levels and create financial betterment.

Special training was given to Branch Managers for conducting financial literacy programs at their Branches and in their service areas. Your Bank conducted 44 Financial Literacy camps across the country during the year under review.

PERFORMANCE UNDER SOVEREIGN GOLD BOND SCHEME

During the year, your Bank has sourced H 56.09 Crores towards subscription for 1,12,600 grams of Gold in twelve tranches under the Sovereign Gold Bond Scheme issued by Government of India.

TECHNOLOGY INITIATIVES

Your Bank has always pioneered new digital experiences for customers and has also been consistently upgrading its alternate delivery channels viz. ATM, BNRM, Net banking, Mobile banking and Call centers, to address the evolving needs of the customers, as a business continuity process.

During the year, your Bank introduced many technological initiatives, apart from refining the existing offerings, including:

• On-boarding of new customers through KVB DLite Mobile Application.

• Implementing the Video-based KYC solution for validating the credentials of customers, dispensing with the need for customers to personally visit the branch.

• Deployed QR code-based Passbook printing kiosks in select branches to help customers print their passbooks at their convenience.

• Enabled social media platform handles for interactions with prospective customers and for better customer service to existing customers.

DIGITAL TRANSFORMATION PROJECT

Web Based Online Business Loans:

Your bank has digitized its entire range of products in the Loan Portfolio viz. Retail Loans, Commercial Advances and Corporate Borrowings. Your Bank is making the best use of its technological infrastructure to manage operations from on-boarding of borrowers till disbursement of loans, resulting in better portfolio performance. Your Bank is the first to implement a complete end-to-end digitized loan sanction process flow and has been consistently redefining the Rule Engine with underwriting models on an ongoing basis. We are poised to grow our market share by leveraging our digital capabilities and have also digitized Credit, Risk and Monitoring activities for better internal control.

During the year, your Bank digitized the Agricultural loans starting with digital Warehouse Receipt Loans.

Retail Loans on Mobile/Tablet:

During the year, the Retail Loan segment of your bank was strengthened further by including more loan products on the tablet-based application, as a part of its Digital Transformation. The Retail Lending Digital application is now equipped with Education Loans, Loan against Sovereign Gold Bonds, LAP-Takeover, OD against property, GECL and FITL Loans, thus empowering the branches/business units to source quality applications.

This digital system will also enable your bank to roll out multiple schemes for Vehicle Loans with configurable scheme parameters and pre-approved loans with ease. Customers spanning all geographies are now offered various loan products with quicker turnaround time for sanctions and best-in-class user experience on the digital platform.

Co-Lending Initiations:

Your Bank has commenced co-lending activities with Non-Banking Finance Companies in the Commercial Vehicle and Construction Equipment segments. In the Retail segment, your Bank has on-boarded and sanctioned consumer durable loans to 13.89 Lakhs of customers during this fiscal year. Going forward, your Bank will continue to focus new business opportunities under this model for widening its horizons.

INFORMATION SECURITY

The Board and Executive Management of your Bank has instituted an Information Security function for designing, developing, implementing, maintaining and monitoring an Information Security Management System (ISMS) to protect the Banks Information Assets in accordance with the determined risk profile of the assets. The Chief Information Security Officer (CISO) is responsible for providing leadership and oversight in the effective implementation and operation of ISMS in accordance with approved Policies and Procedures. The ISMS is designed not just to focus on Confidentiality, Integrity and Availability of Information; but also on the other principles such as Authenticity, Non-Repudiation and Accountability in order to ensure the following:

• Safety and privacy of sensitive customer and Bank information.

• Protect against any anticipated threats or hazards to the security or integrity of such information.

• Protect against unauthorized access to or use of such information that could result in harm or inconvenience to any customer.

The ISMS identifies reasonably foreseeable internal and external threats that could result in unauthorized disclosure, misuse, alteration or destruction of customer information or customer information systems. It assesses the likelihood and potential damage of these threats, taking into consideration the sensitivity of customer information and assesses the sufficiency of policies, procedures, organizational structures, customer information systems, and other arrangements in place to control the risks. Your Bank is re-certified with ISO/IEC 27001 by M/s TUV SUD for 3 more years, which is the international standard that is recognised globally for managing risks to the Information Security.

Your Bank has invested in modern technology solutions for timely application of security patches in the IT systems, host-based intrusion prevention, network segregation, privileged access control and firewalls to manage and control identified risks in a manner corresponding with the sensitivity of the information and the complexity and scope of the Banks activities. Your Bank has received IBA Banking Technology award 2021 towards ‘Best IT Risk and Cyber Security Initiatives.

CALL CENTRE

Your Bank has a dedicated, 24/7 call centre to handle outbound and inbound calls.

Outbound call facility is being used to follow up recoveries in SMA

& NPA accounts and welcome calls for the newly on-boarded CASA customers. The queries, complaints and service requests emanating from the customers are received for resolution through inbound call facilities.

The Call Centre offers multilingual services in English and select regional languages. Video KYC verifications calls are executed through KVB staff for opening accounts through DLite mobile banking application and confirmation calls are initiated to customers who had requested change in mobile number through DLite application and Internet Banking.

Apart from carrying out the above operations, your Banks Call Centre also seeks potential leads from interested customers for up-selling and cross-selling by using specialized applications.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Bank during the Financial Year.

SYSTEM FOR INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Bank has established adequate infrastructure for processing the day-to-day transactions and has deployed "Flexcube" CBS platform in the Bank, which is commonly used by several banks in the Country. The CBS platform has a well-defined set-up to ensure internal financial controls viz., Maker-Checker requirements with adequate credentials. Automation of interest & charges application and accounting transactions ensures necessary internal financial control.

IT audit in respect of CBS is also being conducted as per the stipulated periodicity which ensures adherence to the regulatory and mandatory guidelines. Exclusive unswerving reporting software is used by the Bank with appropriate systems and protocols and periodical reviews, which ensures reporting of Banks business without any ambiguity. The Bank has standardized operating procedures for monitoring the account operations to have effective internal controls and a separate monitoring team has been identified to prevent & detect frauds and errors in the Bank. Compliance of regulatory/mandatory requirements are being taken care of by a separate team which has its exclusive procedure for adhering to regulated and framed policies, besides reporting of financial information in a disciplined manner. These systems enable the Bank to establish internal control over financial information reporting.

The Bank has Board approved policies in respect of various banking activities like lending, investment, borrowing etc. with a well-defined hierarchy of officials vested with sanctioning powers. The Inspection Department and Risk Management Department review various aspects of internal control, adherence to procedure and review credit assessment protocols periodically. The Statutory Central Auditors of the Bank audit the internal controls over financial reporting and submit a separate report containing the salient features of their observations to the Board of Directors.

RISK MANAGEMENT

Risks are inherent in any business and banking is no different. The Bank has adopted a multi-layered risk management process to identify, assess, monitor and manage risks through the effective use of processes and information technology.

The risk management objective of the Bank is to balance the trade-off between risk and return, and ensure that the Bank operates within the Board approved risk appetite statement. An independent risk management function ensures that the risk is managed through risk management architecture as well as through policies and processes approved by the Board of Directors encompassing independent identification, measurement and management of risks across the various businesses of the Bank. The risk management function in the Bank strives to proactively anticipate vulnerabilities at the transaction as well as at the portfolio level, through quantitative or qualitative examination of the risks. The Bank continues to focus on: (a) refining and improving its risk management systems including automation processes, (b) ensuring compliance with regulatory requirements and better risk-adjusted return and optimal capital utilization. The Board reviews the risk profile of the Bank at periodic intervals and ensures that risk levels are within the defined risk appetite. The independent risk management structure within the Bank is responsible for managing the credit risk, market risk, liquidity risk, operational risk, other Pillar II risks like reputational risk and strategic risk, during the annual Internal Capital Adequacy Assessment Process.

The Board is responsible for designing the overall risk management framework by approving various policies relating to the Risk functions and has Board Level Risk Management and Asset Liability Management Committee (RM & ALM), Audit Committee of the Board, Special Committee for Fraud Monitoring, for monitoring the implementation of Risk Governance Framework and adherence to various policies. The said Board Committees ensures monitoring and guiding the functions through Executive Level Credit Risk Management Committee, Market Risk Management Committee, Operational Risk Management Committee and Asset Liability Management Committee, which regularly assess the functional efficiency of the Banks risk management processes. Minutes of these Committee meetings are placed to the RM & ALM Committee of the Board for its perusal and further guidance. Risk Management frame work was also reviewed by an external Agency.

Risk Management Department maintains different policies covering inter alia credit, credit risk rating, market, liquidity, treasury, operational risk, risk culture, strategic risk management and integrated risk management functions.

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 and stressed course of business. Your Bank is viewing risk management as a core competency and tries to ensure sound management of risks through timely identification, assessment and management. The goal of risk management is to ensure proper risk – reward balance and minimizing unexpected outcomes. All material risks of the Bank emerging in the course of its business are identified, assessed, monitored and mitigated. Your Bank is well capitalized. CRAR stands at 18.98% as on March 31, 2021. Capital is maintained well above the regulatory minimum as a measure of prudence to manage and meet unexpected risks/losses.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with RBI Guidelines, provisions of the Companies Act, 2013, the Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended; your Bank has in place the "Whistle Blower Policy" since 2011. The Policy also incorporates the Protected Disclosure Scheme (PDS) for Private Sector Banks, instituted by the Reserve Bank of India. The Audit Committee of the Board reviews the complaints received through Vigilance Mechanisms on quarterly basis. The Banks Whistle Blower Policy is in synchronization with all statutory and regulatory guidelines on Vigilance Mechanism. The details of the Whistle Blower Policy is available on the website of the Bank https://www.kvb.co.in/docs/whistle-blower-policy.pdf

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The details related to Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are furnished in the Corporate Governance Report that forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered into by your Bank with related parties in the ordinary course of business and on arms length basis were placed before the Audit Committee of the Board for approval. Omnibus approval is obtained from the Audit Committee for transactions which are repetitive in nature and the same are reviewed on periodic basis. The Banks policy on Related Party Transactions can be viewed at: https://www.kvb.co.in/docs/ related-party-transactions-policy.pdf.

During the year, your Bank has not entered into any materially significant transactions with the related parties, which could lead to potential conflict of interest, other than transactions entered into in the ordinary course of its business. Therefore, the provisions of Section 188 of the Companies Act, 2013 are not attracted and hence filing of AOC-2 is not applicable to the Bank.

AUDIT COMMITTEE RELATED DISCLOSURE UNDER SUB-SECTION 8 OF SECTION 177 OF THE COMPANIES ACT, 2013

The Bank has constituted a Board level Audit Committee in line with the requirements of Companies Act, 2013, SEBI LODR and Reserve Bank of India guidelines, as amended from time to time. There were no recommendations of the Audit committee which were not accepted by the Board. The details of the composition of the Audit Committee are disclosed in the Corporate Governance Report that forms part of this Annual Report.

DISCLOSURE RELATED TO DETAILS OF DEPOSITS ACCEPTED UNDER RULE 8(5) (V) OF COMPANIES (ACCOUNTS) RULES, 2014

Being a Banking company, the disclosures required as per Rule 8(5) (V) of Companies (Accounts) Rules, 2014, read with Section 73 and 74 of the Companies Act, 2013 are not applicable to your Bank.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Disclosure requirements under Section 134(3)(g) of the Companies Act, 2013 are exempted to Banking companies, since the loans made, guarantees given, securities provided or acquisition of securities are in the ordinary course of business as specified in Section 186 (11) of the Companies Act, 2013.

AUDITORS

Statutory Auditors

The present Statutory Auditors of the Bank viz., M/s Walker Chandiok & Co, LLP, Chartered Accountants, Kochi were appointed as Statutory Auditors of the Bank at the 99th AGM of the Bank held for FY 2017-18 and continue to hold office till the conclusion of the ensuing AGM of the Bank to be held for FY 2020-21.

Pursuant to the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021 issued by the Reserve Bank of India (‘RBI Guidelines), Banks may appoint the SCAs/SAs for a continuous period of three years. Since M/s Walker Chandiok & Co, LLP have already completed three years as Statutory Auditors of the Bank, they are liable to retire on the conclusion of the 102nd Annual General Meeting of the Bank and are not eligible for reappointment. The RBI guidelines mandate that for Banks with an asset size of H 15,000 Crores and above as at the end of previous year, the statutory audit should be conducted under joint audit of a minimum of two audit firms. Accordingly, the Bank needs to appoint minimum of two joint statutory auditors as per RBI guidelines and the Board of Directors, on the recommendation of the Audit Committee, has finalized and recommended to RBI for approval, the name of M/s R G N Price & Co., Chartered Accountants (Registration No. FRN 002785S) and

M/s Sundaram & Srinivasan, Chartered Accountants (Registration No. FRN 004207S) as the first preferred firms to act as joint Statutory Auditors of the Bank.

RBI vide its letter DOS.ARG.NO.PS-83/08.12.005/2021-2022 dated 02.07.2021 had granted approval for appointment of the aforesaid audit firms as Joint Statutory Central Auditors of the Bank for FY 2021-22. Accordingly, it is proposed to appoint M/s R G N Price & Co., Chartered Accountants (Registration No. FRN 002785S) together with M/s Sundaram & Srinivasan, Chartered Accountants (Registration No. FRN 004207S) as Joint Statutory Central Auditors of the Bank , subject to approval of the shareholders at the ensuing Annual General Meeting. The appointments of Joint Statutory Central Auditors along with the relevant details are proposed to the members in the Notice of the 102nd Annual General Meeting.

Independent Auditors Report

M/s Walker Chandiok & Co. LLP, Statutory Auditors of the Bank, have audited the accounts of the Bank for the FY 2020-21 and their Report is annexed. Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have also reported on the adequacy and operating effectiveness of the internal financial controls system over financial reporting, which has been enclosed as "Annexure A" to Independent Auditors Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the FY 2020-21.

During the period under review, no frauds were reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

Secretarial Audit and Secretarial Compliance Report

In line with Sec 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Bank has appointed M/s Bapulal Yasar & Associates, Company Secretaries, Madurai to undertake the Secretarial Audit of the Bank for the FY 2020-21. The Bank produced all necessary records to the Secretarial Auditors for smooth conduct of their Audit. The Secretarial Audit Report for the FY 2020-21 is annexed to this report as Annexure – 1.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 09, 2019, issued by SEBI, the Bank has obtained Secretarial Compliance Report, from the said Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and the copy of the same was submitted with the Stock Exchange.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the FY 2020-21.

IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (Ind AS)

RBI is in the process of implementing Ind AS to banks in India. As per the prescribed RBI guidelines, Bank has submitted quarterly pro-forma Ind AS statements. Further details are given in Schedule 18 – Notes to Account of the Balance Sheet.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Bank is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the FY 2020-21.

STATUTORY DISCLOSURES

Disclosures relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 are detailed as under:

Conservation of Energy

Your Bank has undertaken various energy efficiency improvement initiatives for energy conservation at its branches/offices by installing LED lights in a phased manner. VRF (Variant Refrigerant Flow) AC Units have been installed at Trichy Divisional Office building to save electricity by energy conservation technology. During the FY 2020-21, Bank had spent H 0.65 Crores towards procuring energy conservation equipment.

Your Bank owns a 850 KW Wind Turbine Generator at Govindanagaram, Theni District, Tamil Nadu and the said Wind Mill unit generated 12,81,981 units during the year under review. The Bank is utilizing the power generated by Wind Turbine Generator for its Registered & Central Office at Karur and also premises of Divisional Office at Chennai.

Technology Absorption

Implementation of Video KYC solution

Technology plays a pivotal role in the Banking industry and remains the key for success in this industry. Your Bank has been consistently upgrading its technology to keep pace with the rapidly evolving market needs. Information Technology in your Bank enables sophisticated product development, better market infrastructure, implementation of reliable techniques for control of risks and helps the financial intermediaries reach geographically distant and diversified markets.

Your Bank has implemented Video based KYC solution wherein the customer can validate the KYC details without the need for visiting the Bank premises. This facility is integrated with our DLite mobile application for on-boarding new customers and validation is done by Bank staff via a secured video call. Adequate security measures are being taken by the Bank in this regard

Deployment of QR code-based Passbook printing kiosk

Your Bank has successfully implemented QR based self-help passbook printing kiosk in selected branches, which helps the customers to print the passbooks at their convenience. This operationally-light technology provides utmost convenience to the customer in a hassle-free manner.

Enabled Social media platform handles

Your Bank has now started listening on the Social media platforms such as Facebook, Twitter, Instagram, YouTube, LinkedIn for better outreach to prospective customers and to address customer service issues of existing customers. During the year, your Bank had not incurred any expenditure on Research & Development and has not imported any technology during the previous three years, as calculated from the beginning of the financial year.

Foreign Exchange Earnings and Outgo

Your Bank continuously supports and encourages the countrys export efforts through its export financing operations. The details on foreign exchange earnings and outgo are furnished in the Foreign Exchange Transactions section that forms part of this report.

MATERIAL EVENTS THAT HAVE HAPPENED AFTER THE BALANCE SHEET DATE

There are no material events/changes and commitments, which affect the financial position of the Bank between the end of the financial year of the Bank and the date of the Directors Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the FY 2020-21, no significant and material orders were passed by the Regulators or Courts or Tribunals against the Bank which impacts its going concern status and Banks operations in future.

MAINTENANCE OF COST RECORDS

Being Banking Company, your Bank is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

EXTRACTS OF ANNUAL RETURN

The Annual Return for the Financial Year ended March 31, 2021 as required under Section 92 (3) and Section 134 (3) (a) of the Companies Act, 2013 is available on the Banks website at https:// www.kvb.co.in/investor-corner/annual-general-meeting/

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, Bank has filed two cases in NCLT under IBC amounting to book value of H 406.80 Crores under IBC, which are Ordered for Liquidation. Further, there are no applications filed against bank under IBC.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Being Banking Company, the aforesaid provisions are not applicable to your Bank.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and the ratio of remuneration of each Director to the median employees remuneration are annexed to this report as Annexure – 2.

EMPLOYEE STOCK OPTION SCHEME

Your Bank has formulated and adopted Employee Stock Option Schemes to provide a platform to employees for participating in the ownership of the Bank and in its long-term growth. Bank uses stock options as a compensation tool to attract and retain critical talent and encourage employees to align individual performances with that of Banks objectives. Currently the Bank has the following

Schemes in compliance with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations):

• Karur Vysya Bank Employees Stock Option Scheme 2011 ("KVB-ESOS-2011")

• Karur Vysya Bank Employees Stock Option Scheme 2018 ("KVB-ESOS-2018") There are no material changes made to the above Schemes during the year and these Schemes are in compliance with the SEBI SBEB Regulations. During the period under review, your bank granted 1,76,43,110 employee stock options to 7,072 employees as on 24.11.2020 and the vesting of the same is based on achievement of performance conditions for eligibility as specified in the grant offer documents.

Your Banks Statutory Central Auditors, M/s Walker Chandiok & Co. LLP, have certified that the Banks above-mentioned Schemes have been implemented in accordance with the Resolutions passed by Shareholders for 2011 & 2018 Schemes and the SBEB Regulations. Disclosures as required under the SBEB Regulations are available on Banks website at https://www.kvb.co.in/investor-corner/esos-disclosures/.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As per Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), dividend, if not claimed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Bank, are liable to be transferred to the Investor Education and Protection Fund (‘IEPF). The said requirement does not apply to shares in respect of which there is a specific Order of Court, Tribunal or Statutory Authority, restraining transfer of the shares. Further details are provided in the Corporate Governance Report that forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Bank is strongly committed to serve the society in which it operates. Your Bank has taken up developmental projects that would help the community at large and create a positive impact. A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with provisions of Section 135 of the Companies Act, 2013, read with the amended Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the year, your Bank has spent / committed to spend the stipulated amount towards CSR, spread across key areas like education, health and sanitation, environmental sustainability in line with the CSR Policy of the Bank and as permitted in Schedule VII of the Companies Act, 2013.

All spends as per the allocations made towards various heads prescribed under Schedule VII will be spent and Unspent amounts, if any, will be transferred to the Funds identified by the Central Government.

The brief outline of the CSR policy, overview of the initiatives taken up by the Bank, the composition of the CSR Committee, prescribed CSR expenditure and details of amounts spent by the Bank on CSR initiatives during the FY 2020-21 are annexed to this report as Annexure – 3.

BUSINESS RESPONSIBILITY REPORT (BRR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Bank from an environmental, social and governance perspective has been prepared as per the format specified by SEBI. The same has been made available on the Banks website at https://www.kvb.co.in/investor-corner/annual-general-meeting/ agm-business-report/.

The Business Responsibility Report (BRR) of the Bank for the FY 2020-21 is annexed to this Report as Annexure - 4.

BOARD MEETINGS

The composition of the Board of Directors is in compliance with all the relevant applicable statutory regulations. The Board meets at regular intervals to discuss and decide on Banks business policy and strategy, apart from other items of business. During the year under review, Sixteen Board Meetings were conducted and the relevant periodicity for holding the meetings was complied. The schedule of the meetings of the Board is circulated in advance to the Members of the Board, for their consideration and approval. Details of the composition of Board, Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report which forms part of Annual Report.

BOARD EVALUATION

Pursuant to the provisions of Sec 134(3) (p) Companies Act, 2013, Regulation 17(10) of SEBI (LODR) Regulations,2015 and other applicable regulations, Board has carried out annual evaluation of its own performance (Board as a whole), all its Directors, Committees of the Board, its Non-Executive Chairman and MD & CEO. The manner of evaluation conducted during the FY 2020-21 is furnished in the Corporate Governance Report that forms part of this Annual Report.

BOARD OF DIRECTORS

The Board comprises of Eleven Directors as on the date of this report, with rich experience and specialized knowledge in various areas of relevance to the Bank including Banking, Accountancy, Law, MSME, Economics, Trade & Commerce, Finance, Agriculture, Risk Management & Strategic planning, Human Resource Management and Information Technology. The following changes took place in the composition of the Board of Directors of the Bank from April 01, 2020 to Date of Directors Report:

Appointment

Shri B Ramesh Babu (DIN: 06900325), was appointed as Managing Director & Chief Executive Officer of the Bank by the Board in its meeting held on July 20, 2020, for a period of three years from the date of taking charge, in terms of the RBI approval under the provisions of the Section 35B of the Banking Regulation Act, 1949. He has taken charge on July 29, 2020 as Managing Director & Chief Executive Officer of the Bank. The approval of the shareholders was obtained in the 101st Annual General Meeting of Bank for the said appointment.

Dr Harshavardhan Raghunath (DIN: 01675460), was appointed in the category of ‘Non-Executive Independent Director, with effect from July 30, 2020 for a period of three years, pursuant to the recommendation of the Nomination and Remuneration Committee, subject to the approval of the Shareholders of the Bank. Dr Harshavardhan Raghunath is an Independent Business Advisor. He was a Senior Advisor to leading international management consulting firm Bain & Company, led its financial services practice in India and is representing "Majority Sector - Strategic Planning & Risk Management" on the Board. The approval of the shareholders was obtained in the 101st Annual General Meeting of Bank for the said appointment.

Retirement by Rotation

Shri M V Srinivasamoorthi (DIN: 00694618), Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment in terms of Sec 152 of the Companies Act, 2013. He is one of the Promoters of the Bank. He was on the Board since August 27, 2015 and would be representing "Majority Sector – Business – MSME". Approval of the shareholders is being requested for re-appointment of Shri M V Srinivasamoorthi as Non-Executive Non-Independent Director of the Bank.

The brief profile and details in terms of Regulation 36 (3) of SEBI Listing Regulations and the Secretarial Standard on General Meetings, in respect of the Directors seeking appointment/ re-appointment has been annexed to the Notice of the ensuing AGM and also in the Corporate Governance Report that forms part of this Annual Report.

Cessation

During the year under report, there is no cessation of Directors holding office in the Bank.

KEY MANAGERIAL PERSONNEL

The following are the changes in Key Managerial Personnel of the Bank during the FY 2020-21: Shri T Sivarama Prasad, Chief Financial Officer of Bank demitted the office at the close of the office hours on October 31, 2020 consequent to completion of his tenure.

Shri M D Ramesh Murthy, then Chief Risk Officer (CRO) of the Bank, has been designated as the Chief Financial Officer & Key Managerial Personnel of the Bank effective from November 01, 2020. Consequent to the transition of Chief Risk Officer (CRO), the position was filled with internal resources.

During the year, Shri B Ramesh Babu was appointed as MD & CEO of the Bank, who is Key Managerial Personnel, for a period of three years from the date of taking charge.

Shri J Natarajan, President & COO of the Bank, who is Key Managerial Personnel, was reappointed for a period of three years.

Apart from the aforesaid, there were no changes in the KMP.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year: Dr Harshavardhan Raghunath (DIN: 01675460) was appointed as ‘Non-Executive Independent Director of the Bank and the same was approved by the shareholders at the 101st AGM of the Bank. He is an Independent Business Advisor and was a Senior Advisor to leading international management consulting firm Bain & Company and led its financial services practice in India. He represents Majority Sector ‘Strategic Planning & Risk Management. Board noted that Dr. Harshavardhan has hands of experience in management consultancy and expertise in Strategy & Risk Management practices with an unblemished longstanding professional career.

APPOINTMENT & REMUNERATION OF DIRECTORS

Criteria for determining qualifications, positive attributes for Appointment/ Re-appointment of Directors

Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and relevant guidelines of RBI, the Nomination and

Remuneration Committee (NRC) formulated the criteria for determining qualifications, positive attributes and independence of a Director to adhere the various provisions and guidelines as detailed below:

• ‘Fit and Proper criteria as per Dr Ganguly Committee Norms which stipulates age, educational qualification, experience, track record, integrity, etc., and various circular instructions and guidelines issued by Reserve Bank of India from time to time.

• Norms laid down by the Banking Regulation Act, 1949 as amended from time to time which stipulates substantial interest, sectorial representation as per Section 10A(2) (a), restrictions as per Section 16 and 20 of the Banking Regulation Act, 1949, etc.,

• Disqualification/Conflict of Interest of Directors, and other norms as per the provisions of the Companies Act, 2013 and rules made thereunder from time to time.

• Criteria of Independence of a Director as per the provisions of the Companies Act, 2013 and rules made thereunder and other applicable provisions as amended from time to time.

• Applicable Listing Regulations as amended from time to time.

• Articles of Association of the Bank.

• Any other factors as the NRC may deem fit and in the best interest of the Bank and its stakeholders.

The terms and conditions of appointment of Independent Director are available on the website of the Bank at https:// www.kvb.co.in/docs/terms-and-conditions-of-appointment-of-independent-directors.pdf.

Your Bank is also having succession planning for KMPs & Senior Management.

Policy on Remuneration of Directors

The remuneration of Directors is governed by the Compensation Policy of the Bank in terms of RBI circular no. DOR.Appt. BC.No.23/29.67.001/2019 20 dated 4th November 2019, which covers the aspects of remuneration payable to Board of Director, Whole Time Directors/ Chief Executive Officers/ Material Risk Takers, KMPs, Control Function Staff and all other employees. This Policy is in tune with the guidelines issued by the Reserve Bank of India, provisions of Companies Act, 2013 and the Listing Regulations amended from time to time. Your Bank has adopted a board approved compensation policy on the basis of the aforesaid RBI Circular and the Policy is available on the Banks website at https://www.kvb.co.in/docs/investor-compensation-policy.pdf.

DECLARATION BY INDEPENDENT DIRECTORS

Your Bank has received necessary declarations from all the Independent Directors under Section 149(6), 149(7) of the Companies Act and Regulation 16(1)(b) of the Listing Regulation that they meet the criteria of independence laid down thereunder. Based on the declarations submitted by the Independent Directors, Board has reviewed the disclosure as required under Schedule IV and is of the opinion that, they fulfil the conditions specified in the Companies Act and Listing Regulation and are independent of the management.

FAMILIARIZATION PROGRAMMES OF INDEPENDENT DIRECTORS

All Directors including Independent Directors are made familiar with their rights, roles and responsibilities in the Bank at the time of appointment and also on a recurrent basis. Details of familiarization programmes attended by all Directors including Independent Directors are provided at https://www.kvb.co.in/ investor-corner/. pursuant to regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Other details on the same are also covered in Corporate Governance Report forming part of Annual Report.

CORPORATE GOVERNANCE

The details on Corporate Governance standards followed by your Bank and the relevant disclosures as stipulated under Listing Regulations and Companies Act, 2013 and the rules made thereunder are deliberated in Corporate Governance Report that forms part of this Annual Report.

A certificate from M/s Bapulal & Yasar Associates, Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sec 134(5) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit and loss of the Bank for that period; c) The Directors had 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 had prepared the annual accounts on a going concern basis; e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and f) The Directors had laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively.

AWARDS AND ACCOLADES

Your Bank received the following Awards and Accolades during the FY 2020-21:

1. Innovative Best Practice in Service Excellence-CII – Digital Transformation DX Summit Best Practice in Digital Transformation 2020.

2. Best Digital Banking Solution of the year-Kamikaze Payments & Cards Awards.

3. Automation of file uploading process - GEFU process through RPA Bot-Uipath Automation Excellence Awards, 2020.

4. Best use of IT & Data Analytics – Runner Up- IBA Banking technology Awards, 2021.

5. Best IT Risk & Cyber Security Initiatives – Runner up- IBA Banking technology Awards, 2021.

6. Third Best Branch in Kerala State under the Old Private Sector Bank category - Ernakulam Palarivottom Branch- State Forum of Bankers Clubs, Kerala.

7. Skoch BFSI Silver Award for Digital Solutions including Lending, Mobile Banking & Video KYC- Skoch.

ACKNOWLEDGEMENTS

The Board of Directors place on record their gratitude to the Government of India, Reserve Bank of India, Securities Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), National Stock Exchange and Bombay Stock Exchange, Rating Agencies, Statutory Auditors, Secretarial Auditors, various State Governments & Union Territories and other regulatory authorities in India for their valuable guidance and strong support.

The Board express their sincere thanks to the Banks valued shareholders, esteemed customers, and all other stakeholders and well-wishers for their continued faith, confidence and patronage on us and look forward for their continuous support. The Board also appreciates entire staff for their sincere and dedicated services rendered for the growth of Bank, especially when they have braved the COVID-19 threats to ensure that the wheels of economy continue to run and the needs of the customers of the Bank are as far as possible met without any hindrances to them. The Board records its special appreciation to the officers and employees of the Bank for their commitment to serve the cause of Banks customers during these difficult times. Express deepest condolences to families of employees who lost their lives in the COVID-19 pandemic.

Board records its deep condolences to the families of the KVBians, customers, stakeholders who had laid down their lives during the pandemic period.

For and on behalf of the Board of Directors
Place: Karur N S Srinath
Date: 12.07.2021 Chairman