Secretarial Department
SE/AGM/68/2021-22 July 13, 2021
To
The London Stock Exchange
Dear Madam/ Sir,
Sub: - Proceedings, Voting Results and Scrutinizer Report of 90th Annual General Meeting of The Federal Bank Limited
The 90th Annual General Meeting ("AGM") of the Federal Bank was held on Friday, July 09, 2021 at 11.00 a.m. (IST) and concluded at 12.50 p.m. (IST) through Video Conferencing (VC) / Other Audio Video Means (OAVM).
In this regard, we are enclosing the following:
a. Proceedings of 90th Annual General Meeting of the Bank- Annexure A
b. The voting results of the business transacted at the AGM in the prescribed format pursuant to Regulation 44(3) of the Listing Regulations - Annexure B
c. The consolidated report of the Scrutinizer on remote e-voting prior and during the AGM. - Annexure C
The above are uploaded on the Bank's website, www.federalbank.co.in.
The video recording of the proceedings of the AGM is also available on the Bank's website at www.federalbank.co.in.
This is for your information and record.
Thanking you,
For The Federal Bank Limited
Sd/-
Samir P Rajdev
Company Secretary
The Federal Bank Ltd. Registered Office: Federal Towers, P O Box No.103, Aluva, Ernakulam, Kerala, India 683 101E-mail: secretarial@federalbank.co.in| Phone: 0484-2622263 fax: 04842623119
CIN: L65191KL1931PLC000368, www.federalbank.co.in
Annexure A
PROCEEDINGS OF THE 90TH ANNUAL GENERAL MEETING OF THE FEDERAL BANK LIMITED (THE BANK) HELD ON FRIDAY, JULY 09, 2021
The 90th Annual General Meeting ('AGM') of the Bank was held on Friday, July 09, 2021 at 11.00 a.m. IST through Video Conferencing (VC). The meeting was held in compliance with the General Circular numbers 20/2020, 14/2020, 17/2020, 02/2021 issued by the Ministry of Corporate Affairs (MCA) and Circular numbers SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
The Company Secretary, Mr. Samir P Rajdev, informed the members that the facility for joining the meeting through video conference or other audio-visual means is made available for the members on a first-come-first-served basis. The Register of Directors and Key Managerial Personnel, the Register of Contracts or Arrangements, has been made available electronically for inspection by the members during the AGM.
Ms. Grace Koshie, Non-Executive Non- Independent Chairperson of the Bank, chaired the meeting and joined the meeting through VC from Trivandrum, Kerala. The Chairperson welcomed the Members, Directors, Auditors and other officers to the 90th AGM of the Bank. Thereafter, the Chairperson called upon the names of other Directors and Senior Executives who had joined the meeting through VC from various locations to introduce themselves. The following Directors and Senior Executives were present in the meeting:
1. Ms. Grace Koshie, Non-Executive Non-Independent Director and Part-time Chairperson joined through VC from Trivandrum
2. Mr. C Balagopal, Non-Executive Independent Director and Chairman of Nomination, Remuneration, Ethics & Compensation Committee, joined through VC from Cochin.
3. Mr. A P Hota, Non-Executive Independent Director, Chairman of Stakeholder Relationship Committee and Information Technology & Operations Committee, joined through VC from Mumbai.
4. Mr. K Balakrishnan, Non-Executive Independent Director, Chairman of Credit Committee, Customer Service, Marketing Strategy and Digital Banking Committee and Corporate Social Responsibility Committee, joined through VC from Mumbai.
5. Mr. Siddhartha Sengupta, Non- Executive Independent Director, Chairman of Investment & Raising Capital Committee and Committee for Human Resource Policy, joined through VC from Mumbai.
6. Mr. Manoj Fadnis, Non-Executive Independent Director and Chairman of Audit Committee joined through VC from Mumbai.
7. Mr. Sudarshan Sen, Non- Executive Independent Director, Chairman of Risk Management Committee joined through VC from Mumbai.
8. Ms. Varsha Purandare, Non- Executive Independent Director, joined through VC from Pune
9. Mr. Shyam Srinivasan, Managing Director & CEO, Chairman of Special Committee of the Board for monitoring and follow up of cases of Frauds (SCBF) and Review Committee of the Board on Non Cooperative Borrowers and Review Committee of the Board for Wilful Defaulters joined through VC from Aluva.
10. Mr. Ashutosh Khajuria, Executive Director, joined through VC from Mumbai.
11. Ms. Shalini Warrier, Executive Director joined through VC from Aluva.
12. Mr. Harsh Dugar, Group President & Country Head- Wholesale Banking through VC from Chennai
13. Mr. Venkatraman Venkateswaran, Group President & CFO through VC from Aluva
The Chairperson of the Audit Committee, Nomination Remuneration Ethics and Compensation Committee, and Stakeholders Relationship Committee were present in the meeting. The representatives of Statutory Auditors and Secretarial Auditors were also present for the meeting from their respective locations through VC.
The requisite quorum having been present at the meeting, the Chairperson, Ms. Grace Koshie, declared the meeting to be in order and welcomed the members to the 90th AGM of the Bank.
The Chairperson informed that the Bank had provided the remote e-voting facility from 9:00 am on July 6th to 5:00 pm on July 8th to cast the votes electronically on all resolutions set forth in the Notice. Members who had not cast their votes electronically and who were participating in the meeting had an opportunity to cast their votes during the meeting and 30 minutes after the conclusion of meeting through the e-voting system provided by NSDL. The Board of Directors had appointed CS Puzhankara Sivakumar, Practicing Company Secretary, as the scrutinizer to supervise the e-voting process. The result of the voting of all resolutions would be announced by the Bank, within the regulatory timeline and would be made available in the Bank's website, websites of stock exchanges of BSE and NSE and on the NSDL website.
The Chairperson informed the Shareholders that the Exchanges had asked the Bank to make an additional disclosure on the Item no. 13 - 'to approve the issuance of equity shares on preferential basis'. This additional disclosure relates to "Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted". Accordingly, the shareholders were requested to note that "there are no natural persons that are ultimate beneficial owners that exercises control or ultimately has a controlling ownership interest of 25% or more of the shares or capital or profits of the three allottees viz. IFC (SEBI registered Category I FPI) and IFC Financial Institutions Growth Fund, LP ('FIG') & IFC Emerging Asia Fund, LP ('EAF') who are registered as Category II FPIs with SEBI. IFC is a multi-lateral financial institution set up by virtue of its Articles of Agreement among its member countries, including the Republic of India. FIG and EAF are managed by IFC Asset Management Company, a division of IFC, which as described above, is a multi-lateral financial institution. Further, please note that Ms. Ruth Horowitz is the head of the IFC Asset Management Company and the chair of the investment committee of FIG & EAF."
Thereafter, Chairperson informed the Members that the Auditors Report on the Financial Statements for the year ended March 31, 2021 and Secretarial Audit Report for the year ended March 31, 2021, did not have any qualifications, reservations, observations or other remarks. Thereafter, the Chairperson informed the Members that the Notice convening the 90th AGM and Annual Report were circulated to all the Members and all the resolutions for the following thirteen agenda items as set out in the Notice of Annual General Meeting were taken as read.
| Sl no. | Resolution | Type of Resolution | |
| Ordinary Businesses | |||
| 1 | To receive, consider and adopt a. the Audited Financial Statements, including Audited Balance Sheet and Profit and Loss Account of the Bank for the financial year ended March 31, 2021 and the Reports of the Board of Directors and the Auditors thereon.
b. the Audited Consolidated Financial Statements, including Audited Consolidated Balance Sheet and Profit and Loss Account of the Bank for the financial year ended March 31, 2021 and the Report of the Auditors thereon. | Ordinary Resolution | |
| 2 | To declare a final dividend of Rs. 0.70 per equity share of Rs.2/- each for the Financial Year ended March 31, 2021 | Ordinary Resolution | |
| 3 | To appoint a Director in place of Ms. Shalini Warrier (DIN: 08257526), who retires by rotation, and being eligible, offers herself for re-appointment. | Ordinary Resolution | |
| Special Businesses | |||
| 4 | Revision of tenure of appointment of M/s. Varma and Varma, one of the Joint Statutory Central Auditors | Ordinary Resolution | |
| 5 | Appoint and to fix the remuneration of branch auditors in consultation with the Statutory Central Auditors for the purpose. | Ordinary Resolution | |
| 6 | Appointment of Ms. Varsha Purandare (DIN: 05288076) as an Independent Director of the Bank | Ordinary Resolution | |
| 7 | Re-appointment of Mr. Shyam Srinivasan (DIN: 02274773) as Managing Director & Chief Executive Officer of the Bank. | Ordinary Resolution | |
| 8 | Re-appointment of Mr. Ashutosh Khajuria (DIN: 05154975) as Executive Director of the Bank | Ordinary Resolution | |
| 9 | Payment of Performance Linked Incentive to Ms. Shalini Warrier (DIN: 08257526), Executive Director of the Bank | Ordinary Resolution | |
| 10 | Re-appointment of Mr. A P Hota (DIN- 02593219) as an Independent Director of the Bank | Special Resolution | |
| 11 | Raising of Tier I Capital of the Bank through Issuance of Securities | Special Resolution | |
| 12 | Raising of Funds through Issuance of Bonds | Special Resolution | |
| 13 | To approve the issuance of equity shares on preferential basis | Special Resolution | |
Thereafter, the Chairperson addressed the members of the Bank with a brief speech, followed by the speech of Mr. Shyam Srinivasan, Managing Director & CEO who presented the overall performance of the Bank for the year FY 2021 and other important aspects.
Thereafter, the Chairperson opened the Question & Answer (Q&A) forum for the registered speaker shareholders to seek clarification or offer any comments related to the resolutions or any other matter concerning the Bank. The speaker shareholders expressed their views, and asked questions. Mr. Shyam Srinivasan, Managing Director & CEO, responded to the queries raised by speaker shareholders.
Thereafter, Mr. Ashutosh Khajuria, Executive Director of the Bank expressed the vote of thanks.
The Chairperson then informed the Members that the e-voting is open for additional 30 (thirty) minutes after the conclusion of the Meeting to enable the Members to cast their vote who have not casted their vote yet. The Chairperson then thanked all the shareholders for attending the 90th AGM of the Bank and declared the meeting as concluded.
167 numbers of shareholders were present in the AGM through Video Conferencing out of which 8 shareholders had raised queries / given comments during the AGM.
The Meeting concluded at 12.50 p.m. IST on July 09, 2021.
Annexure B
| General information about company | |
| Scrip code | 500469 |
| NSE Symbol | FEDERALBNK |
| MSEI Symbol | NOT LISTED |
| ISIN | INE171A01029 |
| Name of the company | THE FEDERAL BANK LIMITED |
| Type of meeting | AGM |
| Date of the meeting / last day of receipt of postal ballot forms (in case of Postal Ballot) | 09-07-2021 |
| Start time of the meeting | 11:00 AM |
| End time of the meeting | 12:50 PM |
| Scrutinizer Details | |
| Name of the Scrutinizer | CS Puzhankara Sivakumar |
| Firms Name | SEP&Associates |
| Qualification | CS |
| Membership Number | FCS3050 |
| Date of Board Meeting in which appointed | 16-06-2021 |
| Date of Issuance of Report to the company | 09-07-2021 |
| Voting results | |
| Record date | 02-07-2021 |
| Total number of shareholders on record date | 588802 |
| No. of shareholders present in the meeting either in person or through proxy | |
| a) Promoters and Promoter group | 0 |
| b) Public | 0 |
| No. of shareholders attended the meeting through video conferencing | |
| a) Promoters and Promoter group | 0 |
| b) Public | 167 |
| No. of resolution passed in the meeting | 13 |
| Resolution (1) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | a. the Audited Financial Statements, including Audited Balance Sheet and Profit and Loss Account of the Bank for the financial year ended March 31, 2021 and the Reports of the Board of Directors and the Auditors thereon. | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1186552031 | 86.3442 | 1184516040 | 2035991 | 99.8284 | 0.1716 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1186552031 | 86.3442 | 1184516040 | 2035991 | 99.8284 | 0.1716 | |
| Public- Non Institutions | E-Voting | 622072077 | 82811505 | 13.3122 | 82801169 | 10336 | 99.9875 | 0.0125 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82811505 | 13.3122 | 82801169 | 10336 | 99.9875 | 0.0125 | |
| Total | Total | 1996283738 | 1269363536 | 63.5863 | 1267317209 | 2046327 | 99.8388 | 0.1612 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (2) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | To declare a final dividend of Rs. 0.70 per equity share of Rs.2/- each for the Financial Year ended March 31, 2021 | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 | |
| Public- Non Institutions | E-Voting | 622072077 | 82809327 | 13.3119 | 82782474 | 26853 | 99.9676 | 0.0324 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82809327 | 13.3119 | 82782474 | 26853 | 99.9676 | 0.0324 | |
| Total | Total | 1996283738 | 1271407253 | 63.6887 | 1271380400 | 26853 | 99.9979 | 0.0021 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (3) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | To appoint a Director in place of Ms. Shalini Warrier (DIN: 08257526), who retires by rotation, and being eligible, offers herself for re-appointment. | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1156727328 | 84.1739 | 892692831 | 264034497 | 77.1740 | 22.8260 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1156727328 | 84.1739 | 892692831 | 264034497 | 77.1740 | 22.8260 | |
| Public- Non Institutions | E-Voting | 622072077 | 82798321 | 13.3101 | 82740386 | 57935 | 99.9300 | 0.0700 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82798321 | 13.3101 | 82740386 | 57935 | 99.9300 | 0.0700 | |
| Total | Total | 1996283738 | 1239525649 | 62.0917 | 975433217 | 264092432 | 78.6941 | 21.3059 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (4) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Revision of tenure of appointment of M/s. Varma and Varma, one of the Joint Statutory Central Auditors | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1188597926 | 86.4931 | 1163834167 | 24763759 | 97.9166 | 2.0834 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1188597926 | 86.4931 | 1163834167 | 24763759 | 97.9166 | 2.0834 | |
| Public- Non Institutions | E-Voting | 622072077 | 82798140 | 13.3101 | 82758281 | 39859 | 99.9519 | 0.0481 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82798140 | 13.3101 | 82758281 | 39859 | 99.9519 | 0.0481 | |
| Total | Total | 1996283738 | 1271396066 | 63.6881 | 1246592448 | 24803618 | 98.0491 | 1.9509 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (5) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Appoint and to fix the remuneration of branch auditors in consultation with the Statutory Central Auditors for the purpose | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 | |
| Public- Non Institutions | E-Voting | 622072077 | 82794972 | 13.3095 | 82765689 | 29283 | 99.9646 | 0.0354 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82794972 | 13.3095 | 82765689 | 29283 | 99.9646 | 0.0354 | |
| Total | Total | 1996283738 | 1271392898 | 63.6880 | 1271363615 | 29283 | 99.9977 | 0.0023 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (6) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Appointment of Ms. Varsha Purandare (DIN: 05288076) as an Independent Director of the Bank. | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1099917323 | 80.0399 | 1088069743 | 11847580 | 98.9229 | 1.0771 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1099917323 | 80.0399 | 1088069743 | 11847580 | 98.9229 | 1.0771 | |
| Public- Non Institutions | E-Voting | 622072077 | 82793310 | 13.3093 | 82742355 | 50955 | 99.9385 | 0.0615 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82793310 | 13.3093 | 82742355 | 50955 | 99.9385 | 0.0615 | |
| Total | Total | 1996283738 | 1182710633 | 59.2456 | 1170812098 | 11898535 | 98.9940 | 1.0060 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (7) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Re-appointment of Mr. Shyam Srinivasan (DIN: 02274773) as Managing Director & Chief Executive Officer of the Bank | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 | |
| Public- Non Institutions | E-Voting | 622072077 | 82782752 | 13.3076 | 82748913 | 33839 | 99.9591 | 0.0409 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82782752 | 13.3076 | 82748913 | 33839 | 99.9591 | 0.0409 | |
| Total | Total | 1996283738 | 1271380678 | 63.6874 | 1271346839 | 33839 | 99.9973 | 0.0027 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (8) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Re-appointment of Mr. Ashutosh Khajuria (DIN: 05154975) as Executive Director of the Bank. | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1156727328 | 84.1739 | 1156727328 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1156727328 | 84.1739 | 1156727328 | 0 | 100.0000 | 0.0000 | |
| Public- Non Institutions | E-Voting | 622072077 | 82789472 | 13.3087 | 82737612 | 51860 | 99.9374 | 0.0626 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82789472 | 13.3087 | 82737612 | 51860 | 99.9374 | 0.0626 | |
| Total | Total | 1996283738 | 1239516800 | 62.0912 | 1239464940 | 51860 | 99.9958 | 0.0042 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (9) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Payment of Performance Linked Incentive to Ms. Shalini Warrier (DIN: 08257526), Executive Director of the Bank. | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1099917323 | 80.0399 | 1099917323 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1099917323 | 80.0399 | 1099917323 | 0 | 100.0000 | 0.0000 | |
| Public- Non Institutions | E-Voting | 622072077 | 82792134 | 13.3091 | 82599980 | 192154 | 99.7679 | 0.2321 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82792134 | 13.3091 | 82599980 | 192154 | 99.7679 | 0.2321 | |
| Total | Total | 1996283738 | 1182709457 | 59.2456 | 1182517303 | 192154 | 99.9838 | 0.0162 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (10) | ||||||||
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Re-appointment of Mr. A.P. Hota (DIN: 02593219) as an Independent Director of the Bank | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1099917323 | 80.0399 | 1098681810 | 1235513 | 99.8877 | 0.1123 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1099917323 | 80.0399 | 1098681810 | 1235513 | 99.8877 | 0.1123 | |
| Public- Non Institutions | E-Voting | 622072077 | 82795222 | 13.3096 | 82647304 | 147918 | 99.8213 | 0.1787 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82795222 | 13.3096 | 82647304 | 147918 | 99.8213 | 0.1787 | |
| Total | Total | 1996283738 | 1182712545 | 59.2457 | 1181329114 | 1383431 | 99.8830 | 0.1170 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (11) | ||||||||
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Raising of Tier 1 Capital of the Bank through Issuance of Securities | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1188597926 | 86.4931 | 997054276 | 191543650 | 83.8849 | 16.1151 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1188597926 | 86.4931 | 997054276 | 191543650 | 83.8849 | 16.1151 | |
| Public- Non Institutions | E-Voting | 622072077 | 82704212 | 13.2950 | 82666273 | 37939 | 99.9541 | 0.0459 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82704212 | 13.2950 | 82666273 | 37939 | 99.9541 | 0.0459 | |
| Total | Total | 1996283738 | 1271302138 | 63.6834 | 1079720549 | 191581589 | 84.9303 | 15.0697 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (12) | ||||||||
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | Raising of Funds through Issuance of Bonds | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 | |
| Public- Non Institutions | E-Voting | 622072077 | 82804153 | 13.3110 | 82775671 | 28482 | 99.9656 | 0.0344 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82804153 | 13.3110 | 82775671 | 28482 | 99.9656 | 0.0344 | |
| Total | Total | 1996283738 | 1271402079 | 63.6884 | 1271373597 | 28482 | 99.9978 | 0.0022 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
| Resolution (13) | ||||||||
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? | No | |||||||
| Description of resolution considered | To approve the issuance of equity shares on preferential basis | |||||||
| Category | Mode of voting | No. of shares held | No. of votes polled | % of Votes polled on outstanding shares | No. of votes - in favour | No. of votes - against | % of votes in favour on votes polled | % of Votes against on votes polled |
| | (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |
| Promoter and Promoter Group | E-Voting | 0 | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) | 0 | 0 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Public- Institutions | E-Voting | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 1374211661 | 1188597926 | 86.4931 | 1188597926 | 0 | 100.0000 | 0.0000 | |
| Public- Non Institutions | E-Voting | 622072077 | 82804943 | 13.3111 | 82685885 | 119058 | 99.8562 | 0.1438 |
| Poll | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0 | 0 | ||
| Total | 622072077 | 82804943 | 13.3111 | 82685885 | 119058 | 99.8562 | 0.1438 | |
| Total | Total | 1996283738 | 1271402869 | 63.6885 | 1271283811 | 119058 | 99.9906 | 0.0094 |
| Whether resolution is Pass or Not. | Yes | |||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | 0 |
| Public Institutions | 0 |
| Public - Non Institutions | 0 |
Annexure C
CONSOLIDATED REPORT OF SCRUTINIZER'S ON VOTING THROUGH REMOTE E-VOTING AND THROUGH E-VOTING SYSTEM DURING ANNUAL GENERAL MEETING
To,
Board of Directors,
The Federal Bank Limited
Federal Towers, P B No 103,
Alwaye, Eranakulam - 683101
Dear Sir,
Sub: Consolidated Scrutinizer's Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and as per MCA Circular No. 14/2020 dated 08.04.2020, Circular No.17/2020 dated 13.04.2020, Circular No. 20/2020 dated 05.05.2020, and Circular No.02/2021 dated 13.01.2021 as issued by MCA ,and voting through electronic system at the 90th Annual General Meeting of The Federal Bank Limited held on Friday, July 09, 2021 at 11 a.m. IST through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM').
I, Puzhankara Sivakumar, Managing Partner of SEP & Associates, Company Secretaries, holding Membership No. FCS 3050 and Certificate of Practice No. 2210, having its Registered Office at First Floor, Building No. C.C 56/172 K.C. Abraham Master Road, Panampilly Nagar, Kochi-682036 was appointed as Scrutinizer by the Board of Directors of The Federal Bank Limited ("the Company") pursuant to Section 108 of the companies Act, 2013("the Act") read with Rule 20 of the Companies (Management and Administration) Rules,2014, as amended, to conduct the remote e-voting process during the period from Tuesday, July 06, 2021 (9:00 a.m. IST) and ends on Thursday, July 08, 2021 (5:00 p.m. IST) and to scrutinize the voting through e-voting system at the 90th Annual General Meeting (AGM) of the Company held on Friday, July 09, 2021 at 11 a.m. (IST) through Video Conferencing (VC) facility in a fair and transparent manner for ascertaining the requisite majority on voting in respect of the below mentioned resolutions proposed at the said AGM held on July 09, 2021.
In view of the global outbreak of the Covid-19 pandemic, social distancing is a norm to be followed. Accordingly, the Ministry of Corporate Affairs ("MCA") vide its General Circular Nos. 14/ 2020 dated April 8, 2020 and 17/ 2020 dated April 13, 2020, followed by General Circular No. 20/2020 dated May 5, 2020 read with General Circular No.02/2021 dated January 13, 2021 (collectively referred to as "MCA Circulars") has permitted the holding of the Annual General Meeting through Video Conferencing ("VC") or through Other Audio-Visual Means ("OAVM"), without the physical presence of the Members at a common venue. The Securities and Exchange Board of India ("SEBI") vide its circular dated January 15, 2021 read with May 12, 2020 ("SEBI Circulars") has granted relaxation in respect of sending physical copies of Annual Report to shareholders and requirement of proxy for general meetings held through electronic mode.
In compliance with the provisions of the Companies Act, 2013 ("the Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), MCA Circulars and SEBI Circulars, the 90th Annual General Meeting of the Company was held through VC on Friday, July 09, 2021 at 11 a.m. (IST).
Further, pursuant to the MCA and SEBI Circulars, the Notice of the AGM along with the Annual Report for Financial Year 2020-21 was sent in electronic form only to those Members whose email addresses were registered with the Company/ Depositories. The Notice calling the 90th AGM had been uploaded on the website of the Company at www.federalbank.co.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of National Securities Depository Limited ("NSDL") (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
Since this AGM was held pursuant to the MCA Circulars through VC, physical attendance of Members had been dispensed with. Accordingly, in terms of the above-mentioned MCA and SEBI circulars, the facility for appointment of proxies by the Members were also dispensed with.
Members attended the meeting through VC had been counted for the purpose of reckoning the quorum under Section 103 of the Companies Act 2013.
The notice dated 16th June, 2021 along with the statement setting out material facts under Section 102 of the Act as confirmed by the Company were sent to the shareholders in respect of the resolutions proposed at the AGM of the Company.
The Company has availed the e-voting facility offered by National Securities Depository Limited (NSDL) for conducting remote e-voting prior to AGM and conducting e-voting during the AGM by the members of the Company.
The shareholders of the Company holding shares as on the "cut-off" date i.e., Friday, July 02, 2021 were entitled to vote on the resolutions as set out in the Notice of the 90th AGM by remote e-voting prior to 90th AGM and e-voting system during the 90th AGM.
The remote e- voting period remained open from 06th July, 2021 (9:00 a.m. IST) to 08th July, 2021 (5:00 p.m. IST) and the NSDL e-voting platform was disabled for voting thereafter.
The Company had also provided e-voting facility to the shareholders present at the AGM through VC and who had not cast their vote through remote -voting.
After the closure of voting at the AGM, the report on voting done through electronic voting system at the AGM was generated in my presence and the voting was diligently scrutinized.
The votes cast under remote e-voting facility and e-voting during the AGM were thereafter unblocked in the presence of two witnesses who were not in the employment of the company. They have signed below in confirmation of the votes being unblocked in their presence.
Witness I: Witness II:
Revathi K S Blessymol Benny
Karthika Chirakal
Nettoor P O Vazhavara P O
Ernakulam-682040 Kattappana-685515
I have scrutinized and reviewed the votes cast by the shareholders through remote e-voting prior and e-voting during the AGM of the Company, based on the data downloaded from the NSDL e-voting system.
The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting and the voting conducted through electronic system at the AGM on the resolutions as set out in the notice of the AGM.
My responsibility as scrutinizer for remote e-voting and the voting conducted through electronic voting system at the meeting is limited to prepare and submit a Consolidated Scrutinizer's Report of the votes cast in favour or against the resolutions contained in the Notice, based on the reports generated from the e-voting system provided by the Agency authorized under the Rules and engaged by the Company to provide e-voting facility and from Integrated Registry Management Services Private Limited, the Registrar and Transfer Agent of the Company and documents furnished to me electronically by the Company and/ or Integrated Registry Management Services Private Limited for my verification.
The consolidated Report on the result of voting through remote e-voting and the voting through electronic system at the AGM in respect of the said resolutions are as under:
ORDINARY BUSINESSES
Item No. 1: Ordinary Resolution
To receive, consider and adopt
a. the Audited Financial Statements, including Audited Balance Sheet and Profit and Loss Account of the Bank for the financial year ended March 31, 2021 and the Reports of the Board of Directors and the Auditors thereon.
b. the Audited Consolidated Financial Statements, including Audited Consolidated Balance Sheet and Profit and Loss Account of the Bank for the financial year ended March 31, 2021 and the Report of the Auditors thereon.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2198 | 1267317209 | 99.8388% |
| TOTAL | 2198 | 1267317209 | 99.8388% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 29 | 2046327 | 0.1612% |
| TOTAL | 29 | 2046327 | 0.1612% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 2: Ordinary Resolution
To declare a final dividend of Rs. 0.70 per equity share of Rs. 2/- each for the Financial Year ended March 31, 2021.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2168 | 1271380400 | 99.9979% |
| TOTAL | 2168 | 1271380400 | 99.9979% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 44 | 26853 | 0.0021% |
| TOTAL | 44 | 26853 | 0.0021% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 3: Ordinary Resolution
To appoint a Director in place of Ms. Shalini Warrier (DIN: 08257526), who retires by rotation, and being eligible, offers herself for re-appointment.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 1965 | 975433217 | 78.6941% |
| TOTAL | 1965 | 975433217 | 78.6941% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 235 | 264092432 | 21.3059% |
| TOTAL | 235 | 264092432 | 21.3059% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
SPECIAL BUSINESSES
Item No. 4: Ordinary Resolution
Revision of tenure of appointment of M/s. Varma and Varma, one of the Joint Statutory Central Auditors.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2111 | 1246592448 | 98.0491% |
| TOTAL | 2111 | 1246592448 | 98.0491% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 92 | 24803618 | 1.9509% |
| TOTAL | 92 | 24803618 | 1.9509% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 5: Ordinary Resolution
Appoint and to fix the remuneration of branch auditors in consultation with the Statutory Central Auditors for the purpose.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2138 | 1271363615 | 99.9977% |
| TOTAL | 2138 | 1271363615 | 99.9977% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 61 | 29283 | 0.0023% |
| TOTAL | 61 | 29283 | 0.0023% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 6: Ordinary Resolution
Appointment of Ms. Varsha Purandare (DIN: 05288076) as an Independent Director of the Bank.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2087 | 1170812098 | 98.9940% |
| TOTAL | 2087 | 1170812098 | 98.9940% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 94 | 11898535 | 1.0060% |
| TOTAL | 94 | 11898535 | 1.0060% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 7: Ordinary Resolution
Re-appointment of Mr. Shyam Srinivasan (DIN: 02274773) as Managing Director & Chief Executive Officer of the Bank.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2116 | 1271346839 | 99.9973% |
| TOTAL | 2116 | 1271346839 | 99.9973% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 85 | 33839 | 0.0027% |
| TOTAL | 85 | 33839 | 0.0027% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 8: Ordinary Resolution
Re-appointment of Mr. Ashutosh Khajuria (DIN: 05154975) as Executive Director of the Bank.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2095 | 1239464940 | 99.9958% |
| TOTAL | 2095 | 1239464940 | 99.9958% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 98 | 51860 | 0.0042% |
| TOTAL | 98 | 51860 | 0.0042% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 9: Ordinary Resolution
Payment of Performance Linked Incentive to Ms. Shalini Warrier (DIN: 08257526), Executive Director of the Bank.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2014 | 1182517303 | 99.9838% |
| TOTAL | 2014 | 1182517303 | 99.9838% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 169 | 192154 | 0.0162% |
| TOTAL | 169 | 192154 | 0.0162% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 10: Special Resolution
Re-appointment of Mr. A.P. Hota (DIN: 02593219) as an Independent Director of the Bank.
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2083 | 1181329114 | 99.8830% |
| TOTAL | 2083 | 1181329114 | 99.8830% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 102 | 1383431 | 0.1170% |
| TOTAL | 102 | 1383431 | 0.1170% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 11: Special Resolution
Raising of Tier 1 Capital of the Bank through Issuance of Securities
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2047 | 1079720549 | 84.9303% |
| TOTAL | 2047 | 1079720549 | 84.9303% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 156 | 191581589 | 15.0697% |
| TOTAL | 156 | 191581589 | 15.0697% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 12: Special Resolution
Raising of Funds through Issuance of Bonds
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2147 | 1271373597 | 99.9978% |
| TOTAL | 2147 | 1271373597 | 99.9978% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 57 | 28482 | 0.0022% |
| TOTAL | 57 | 28482 | 0.0022% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Item No. 13: Special Resolution
To approve the issuance of equity shares on preferential basis
(i) Voted in favour of the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 2083 | 1271283811 | 99.9906% |
| TOTAL | 2083 | 1271283811 | 99.9906% |
(ii) Voted against the resolution:
| Voting Description | Number of members voted | Number of valid votes cast by them | % of total number of valid votes cast |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 124 | 119058 | 0.0094% |
| TOTAL | 124 | 119058 | 0.0094% |
(iii) Invalid Votes
| Voting Description | Number of members whose votes were declared invalid | Number of invalid votes cast by them |
| Remote E-Voting (Including E-Voting by shareholders during AGM) | 0 | 0 |
| TOTAL | 0 | 0 |
Based on the aforesaid results, I report that all the resolutions as set out in the Notice vide Item Nos. 1 to 13 have been passed as per the provisions of SEBI/Companies Act, 2013.
Thanking You UDIN: F003050C000607225
Yours Faithfully,
Sd/-
CS Puzhankara Sivakumar
Managing Partner
SEP &Associates, Company Secretaries
(ICSI Unique Code: P2019KE075600)
M. No. F3050 CP No. 2210
Date: 09.07.2021
Place: Kochi
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