Mobile Nav

Market

DIRECTOR'S REPORT

DCB Bank Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 6157.38 Cr. P/BV 2.15 Book Value (₹) 92.61
52 Week High/Low (₹) 245/140 FV/ML 10/1 P/E(X) 18.93
Bookclosure 01/06/2019 EPS (₹) 10.50 Div Yield (%) 0.50
Year End :2019-03 

The Directors are pleased to present the Twenty Fourth Annual Report of DCB Bank Ltd (hereinafter referred to as the Bank/Your Bank/DCB Bank) together with the audited accounts for the year ended March 31, 2019.

In FY 2019, the Bank has posted an Operating Profit of Rs. 646.60 crore (FY 2018 Rs. 524.97 crore) and a Net Profit of Rs. 325.37 crore (FY 2018 Rs. 245.34 crore).

Total Assets have increased by Rs. 5,569.74 crore and reached Rs. 35,791.83 crore as on March 31, 2019 (Rs. 30,222.09 crore as on March 31, 2018). Customer Deposits have increased by Rs. 5,173.94 crore and Advances have increased by Rs. 3,231.31 crore. Your Bank has been contributing significantly to Priority Sector Lending (PSL) and has achieved the overall PSL target as required by the Reserve Bank of India (RBI). The Net Interest Margin (NIM) was 3.83% in FY 2019 as compared to 4.16% in FY 2018 and the Current and Savings Accounts (CASA) ratio stood at 23.9% as on March 31, 2019.

Cost to Income Ratio has decreased to 56.9% in FY 2019 from 59.8% in FY 2018. Total Branch network stood at 333 as on March 31, 2019 (318 as on March 31, 2018) and ATM network was 504 as on March 31, 2019 (533 as on March 31, 2018).

Provisions Other Than Tax have increased to Rs. 140.06 crore in FY 2019 from Rs. 138.80 crore in FY 2018. The increase was mainly due to provision for existing and fresh Non Performing Assets (NPA) slippages, higher Floating provision and provision against Standard Assets.

Gross NPAs have increased to Rs. 439.48 crore as on March 31, 2019 from Rs. 369.03 crore as on March 31, 2018. Consequently Gross NPA Ratio as on March 31, 2019 was 1.84% as compared to 1.79% as on March 31, 2018. Net NPAs have increased to Rs. 153.77 crore as on March 31, 2019 as against Rs. 146.72 crore as on March 31, 2018. Consequently Net NPA Ratio as on March 31, 2019 was 0.65% as compared to 0.72% as on March 31, 2018. The overall NPA Provision Coverage Ratio as on March 31, 2019 was 78.77 % (75.72% as on March 31, 2018).

Return on Assets (RoA) Ratio in FY 2019 was 0.99% as compared to 0.94% in FY 2018. Corresponding Return on Equity (RoE) Ratio in FY 2019 was 12.08% as compared to 10.31% in FY 2018.

Capital Adequacy Ratio (CAR) under Basel III as on March 31, 2019 stood at 16.81% (16.47% under Basel III as on March 31, 2018).

FINANCIAL SUMMARY

(Rs. in Crore)

Balance Sheet

As at March 31, 2019

As at March 31, 2018

Increase / (Decrease)

Customer Deposits

24,046.06

18,872.12

5,173.94

Inter Bank Deposits

4,389.05

5,134.74

(745.69)

Total Deposits

28,435.11

24,006.86

4,428.25

[Including Total CASA*]

[6,809.90]

[5,840.32]

[969.58]

Advances

23,568.00

20,336.69

3,231.31

Gross — NPA

439.48

369.03

70.45

Net - NPA

153.77

146.72

7.05

Provision for Standard Assets**

97.11

89.65

7.46

Total Assets

35,791.83

30,222.09

5,569.74

Profit & Loss

For the year ended March 31, 2019

For the year ended March 31, 2018

Increase / (Decrease)

Net Interest Income

1,149.29

995.43

153.86

Non Interest Income

350.16

310.27

39.89

Total Operating Income

1,499.45

1,305.70

193.75

Operating Cost

852.85

780.73

72.12

Operating Profit

646.60

524.97

121.63

Provisions

140.06

138.80

1.26

Net Profit Before Tax

506.54

386.17

120.37

Tax

181.17

140.83

40.34

Net Profit After Tax

325.37

245.34

80.03

*Current and Savings Accounts (CASA)

**Including provision for unhedged foreign currency exposure and provision for specific Standard Assets

DIVIDEND

Your Board is pleased to recommend a dividend of Rs. 1.00 per equity share of Rs. 10.00 each in respect of Financial Year ended March 31, 2019.

STAFF PARTICIPATION IN CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Bank employees enthusiastically participated in Clean Up and Green Up (tree planting) activities around the branch neighbourhood. In FY 2019, over 700 employees pan India participated in CSR activities of the Bank availing the unique two days paid CSR leave per year. The Bank has identified CSR volunteers at various locations across the Bank. The activities executed range from lake clean up, waste management, habitat restoration, park clean up, tree planting, creating awareness amongst people on water conservation and waste management.

Trees are critical for human existence on earth. The world and our country urgently need a sustainable model that allows development without damage to the environment. As part of this thinking, the Bank facilitated planting of 118,137 trees during FY 2019. Extensive tree plantation was undertaken in the buffer zones of wildlife sanctuaries for mitigating climate change and improving the microclimate. Tree plantation activities create gainful employment especially tribal communities living in the periphery of the wildlife sanctuaries. As part of reducing water usage and reducing pollution the Bank has a program to install “waterless” urinals. In water starved regions, the Bank has CSR initiative to fix non-electric bio-sand water filters in village schools. In order to promote renewable energy, solar panel lighting was installed in remote tribal villages that cannot be connected with electricity grids. In FY 2019, the Bank was recognized for its CSR efforts:

1) CSR Summit & Awards of UBS Forum, BFSI Category - DCB Bank was awarded for Project Participatory Natural Resource Management along watershed lines in the Tribal Belt of South Rajasthan.

2) Bombay Chamber Civic Awards & Good Corporate Citizen Awards - 2018 for “Good Corporate Citizen Awards - Banking & Finance Companies”.

3) Asian Customer Engagement & Forum - ACEF HR & CSR Forum & Awards- DCB Bank garnered Bronze for Best Environmental Behaviour Change Award - Project Participatory Natural Resource Management along watershed lines in the Tribal Belt of South Rajasthan.

CUSTOMER SERVICE

Customer delight and satisfaction with every banking interaction is central to the Bank’s effort in building a strong business franchise across India. An established process followed rigorously, customer complaints and satisfaction levels are monitored by the Managing Director and Chief Executive Officer along with the Senior Management team. The Bank has constituted the Service Excellence team to analyse customer complaints, identify root causes, make suggestions for process improvements and works with the various business and service teams to adapt, adopt and implement processes and standards. The Bank has a “Centralised Complaint Management” system and rigorous standards to ensure that customer queries and complaints are not missed out and are resolved in a timely manner. The Bank continues to make steady progress on the concept of Power of Three - Empathy, Speed and Quality (ESQ) initiative launched eight years ago. The Bank continuously works on the six pillars of Service Excellence — Voice of Customer, Service Recovery, Attrition Calling, Process Simplification, Service Culture and Measures and Metrics. The Service Excellence team regularly conducts review of progress on six pillars with key stakeholders, weekly calls with frontline staff to obtain feedback, surprise visits to various units, customer meetings, focus groups and “mystery shopping” to understand frontline service culture and competence. The progress on Service Excellence is regularly monitored by the Customer Service Committee (CSC) of the Board.

NON-BRANCH CHANNELS

Your Bank provides multiple channels for customers to access the Bank. DCB 24-hour Customer Care Phone Banking, ATMs, Internet and Mobile Banking provide customers the means to view, transact and make service requests from anywhere and at any time. The Bank strives to provide best-in-class technology and service platform. In FY 2019, the Bank’s Customer Care Associates attended to almost 17 lakh calls with one of the best “speed to answer” response time across the industry. At DCB Bank’s 24 Hour Toll Free Customer Care, customers directly get connected with the customer care associates without having to go through seemingly endless Interactive Voice Response (IVR) menu. Considering the fact that it has an all India presence, the Bank has ensured that its customer care associate can interact with the customers in 8 languages (English, Hindi, Gujarati, Kannada, Marathi, Odiya, Tamil and Telugu). This helps in providing uninterrupted service to the customer in the language of their choice at all times.

The Bank provides state-of-the-art internet and mobile banking platforms to customers. More than one lakh customers have used the personal internet banking facility and more than fifty five thousand customers have used the mobile banking of the Bank.

MARKETING/BRAND AWARENESS

The Bank continuously undertakes numerous measures to create brand awareness and improve its brand presence and image. The Bank has a unique concept called “micro marketing”. Low cost small scale promotions are held in the neighbourhood areas on a regular basis. In FY 2019, the Bank executed almost 8,000 micro marketing activities. In FY 2019, your Bank created and re-launched its various product communication in English and other Indian languages with the theme “Isse Mujhe Kya Milega” to promote its unique propositions in a very engaging fashion.

Like every year, as part of its culture to engage directly with customers and take their feedback in informal forums, the Bank conducted several customer events and mega musical programs. Customers were delighted to be part of the musical evenings and some even sang alongside the professional singers. The Bank also successfully conducted its 4th golf event with top Indian Navy personnel in Gurugram.

IND AS IMPLEMENTATION

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (IND AS) converged with International Financial Reporting Standards (IFRS) for banks. As per earlier instructions, banks in India were required to comply with the IND AS for financial statements for accounting periods beginning from April 1, 2018 onwards, with comparatives for the periods ending March 31, 2018 or thereafter. Progressing towards IND AS, the Bank had prepared proforma financials as on June 30, 2017 as per extant regulatory guidelines and submitted the same to the RBI. On April 05, 2018, the RBI had announced deferment of implementation date by one year with IND AS being applicable to banks for accounting periods beginning April 01, 2019 onwards. In preparation for the same, the Bank has been submitting quarterly pro-forma financials to the RBI from quarter ended June 30, 2018.

On March 22, 2019, the RBI has announced deferment of the implementation of IND AS by banks till further notice.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE BANK.

Not applicable being a banking company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on arm’s length basis and there are no ‘material’ contracts or arrangement or transactions with related parties and thus disclosure in Form no. AOC-2 is not required.

POLICY ON RELATED PARTY TRANSACTIONS OF THE BANK

The Bank has a policy on Related Party Transactions and the same has been displayed on the Bank’s website: http://www. dcbbank.com/pdfs/Policy_on_Related_Party_ Transactions%20_2018_19.pdf

BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34(2)(f) of the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, the Bank’s Business Responsibility Report describing the initiatives taken by the Bank from an environmental, social and governance perspective forms part of this Report and has been hosted on the website of the Bank at the following Link: http://www.dcbbank.com/cms/showpage/page/for-shareholder

CORPORATE SOCIAL RESPONSIBILITY (CSR)

DCB Bank’s CSR projects and activities are focused on water crisis, climate change and sustainability. The CSR thrust areas are - water and protection of water sources; recycling; waste management; renewable energy & waste-to-energy, protecting and preservation of archaeological and heritage sites in India.

The Bank achieved a milestone of 118,187 saplings planted in FY 2018-19 and surpassed the target of One Lakh saplings. The milestone was achieved with the help of DCB Bank staff volunteers, and CSR implementation partners. The Bank will continue the initiative on tree plantation along rivers, streams, ponds, lakes and green zones. Increasing the green cover improves bio diversity, aids the absorption of water into the ground, prevents soil loss and absorbs carbon. For communities abutting forest areas, trees also provide economic sustenance.

Communities in tribal hamlets, villages, schools and institutions of learning in rural areas are the locales where the Bank’s projects reach. Tackling the water crisis is as much an urban issue, and the Bank’s outreach touch institutions in urban areas such as Bengaluru, Chennai, Delhi, Hyderabad, Jaipur, Mumbai, Pune amongst other locations. It is heartening to note that the Bank’s projects in the CSR field have been recognized by print and online media, peers in the CSR community, by the Bank’s customers, and well-wishers at large. The CSR projects’ underlying theme also are in consonance with the United Nations Sustainable Development Goals (SDG).

Awards & recognition conferred to DCB Bank CSR Projects in FY 2018-19:

1) Awarded by Bombay Chamber of Commerce and Industry, Mumbai

Recognized for ‘Sustainable Environmental Initiatives’ for CSR projects.

2) Asian Customer Engagement & Forum - ACEF HR & CSR Forum & Awards, Mumbai

DCB Bank awarded for Best CSR Project

3) CSR Summit — UBS Forums, Bengaluru

DCB Bank awarded for Best CSR Sustainability Project India extracts a lot of ground water for farming and non-farming needs, the depletion of ground water is severe and the country is water stressed than ever before. The Bank’s CSR thrust areas are aimed to work with communities that are hit by - the loss of forestland, unabated use of groundwater and rivers, unmanageable waste polluting our sources of water. The Bank’s CSR activities focus on this crisis. The major CSR projects during the year were - installation of waterless urinals to stop wastage of water and reduce pollution of water, roof top rainwater harvesting and installation of non-electric bio-sand water filters in village schools in water-starved regions. Watershed development including water audit, tree plantation, desilting of village tanks and wells, creating percolation tanks, trenches and ponds in drought prone water starved villages are some other projects. Extensive tree plantation in the buffer zones of wildlife sanctuaries for climate change mitigation and improving the microclimate was undertaken; this also provided and will continue to provide gainful employment for tribal communities living in the periphery of the wildlife Sanctuaries. The Bank also propagated use of renewable energy by installing solar panels in remote tribal hamlets and village communities. The Bank also undertook development of butterfly parks as a means to increase the green cover and provide a haven for bio diversity. The recycling effort took an innovative approach with the Bank adopting t-shirts made from recycled PET soft drink bottles. The drive to reduce usage of plastic in our daily lives saw the Bank link up with a self-help group from Chembur, Mumbai, to fabricate 100% cotton recyclable carry bags. These bags are used by local delivery services of pharmacists, restaurants and provision stores. It is to encourage people to shun plastic carry bags.

Communication and messaging is an important supplement to drive the message of sustainable living. The Bank in a major outreach activity is using videos of the projects on social media. Moreover in a unique initiative, the Bank launched ‘Ride for Good’ with Ms. Shilpa Balakrishnan a renowned long distance motorcyclist. This initiative spread the message of Swachh Bharat, Clean India & Green India during her India record setting solo ride to the four corners of India. She covered 15,219 km in twenty-nine days, covering Mumbai to Kanyakumari to Leh to Kibithu (Arunachal Pradesh) to Koteshwar (Gujarat) to Mumbai. Enroute she visited schools, met customers at branches, addressed the DCB Bank employees and travellers. DCB Bank planted a sapling for every kilometre covered in the ‘Ride for Good’. The journey was covered extensively in print media, both local and English language newspapers, FM radio and online social media to encourage people to step up and do their bit to protect trees, save water, segregate trash and give up plastic bags to save the environment.

Clean Up & Green Up! - STAFF PARTICIPATION IN CORPORATE SOCIAL RESPONSIBILITY (CSR)

DCB Social is the CSR employee volunteer formation that participate in Clean Up and Green Up projects and campaigns across India at locations having DCB Bank branch presence. DCB Social volunteers undertook tree plantation and habitat restoration projects at various locations such as lake restoration in Bengaluru, tree plantation at Anantapur, A.P., butterfly parks at Karnala and Jahwar in Maharashtra. Seven hundred and twenty nine (729) employee volunteers opted for the Bank’s unique 2-day CSR leave policy. Employees volunteered for tree plantation in Andhra Pradesh, Gujarat, Punjab, Maharashtra, Rajasthan and Tamil Nadu and participated in clean-up activities as well as habitat restoration in various parts of India.

DCB Bank CSR volunteers have worked on CSR projects that range from local lake clean up; locality based waste management, natural habitat restoration and creation of nature parks. Tree plantation, tree count, propagation of fruit bearing trees in tribal villages to enhance long-term income earning capability are other employee initiatives. The Bank has spent an amount of Rs. 3.87 crores (Previous year: Rs. 1.77 crores) in respect of CSR activities across the Country.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR):

A Board level committee for CSR has already been in place as stated in the section on Corporate Governance. The report on CSR is given below:

6. Reason for not spending the two per cent of the average net profit of the last three financial years or any part thereof:

DCB Bank has incrementally added scale, increased scope and coverage of CSR projects. The scaling up of projects has come on the back of learning from earlier projects. This approach helps in assessing outcome in a community over a period of time and then set up efforts to help communities. In this Financial Year CSR, projects were initiated in new geographies such as Madhya Pradesh, Uttar Pradesh, Uttrakhand, and Tamil Nadu. This increased the scale and scope of the Bank’s activities to address climate change. The outcome of these projects will directly result in protecting water bodies both above and below the ground.

The Bank also stepped up awareness building, and communication through audio visuals, short documentaries and social media for issues related to availability and use of water, plastic pollution, tree plantation and waste management.

Impetus was given to renewable energy projects with solar street lighting in remote tribal hamlets, over a hundred hamlets and upward of 4,000 people stand to benefit. Some other new initiatives were - recycling waste PET used soft beverage bottles into t-shirts for CSR volunteers; co-opting a self-help group to produce durable canvas shopping bags as substitute for harmful plastic carry bags and creating butterfly bio diversity zones to increase green and tree cover. CSR resources deployed and project spend have increased over the previous Financial Year. The Bank continues to assess projects that benefit communities for the long term.

7. Responsibility Statement:

The CSR Committee of the Bank hereby states that the implementation and monitoring of CSR Policy complies with CSR objectives and policy of the Bank.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

- The Board shall have minimum 3 and maximum 15 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board.

- The Bank shall have such person on the Board who complies with the requirements of the Companies Act, 2013, the Banking Regulation (BR) Act, 1949, Provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the ‘Fit & Proper’ criteria prescribed by the Reserve Bank of India (RBI), Memorandum of Association and Articles of Association of the Bank and all other statutory provisions and guidelines as may be applicable from time to time.

- Composition of the Board shall be in compliance with the requirements of Regulation 17 (1) of the Listing Regulations.

- Majority of the Directors as required under BR Act shall have specialized knowledge / experience in the areas like Agriculture, Banking, SSI, Legal, Risk Management, Accountancy, Finance etc.

- All Directors shall abide by the Code of Conduct

- Directors shall not attract any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in the irrespective fields.

POLICY RELATING TO THE REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

- MD & CEO, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMPs) of the Bank.

- Except for the Chairman and the MD & CEO, no other Directors are paid remuneration, but are paid only sitting fees. The Chairman and the MD & CEO are paid remuneration as approved by the RBI and other applicable authorities, but are not paid sitting fees.

- Independent Directors are not entitled for ESOPs

- Remuneration of all employees including Senior Management and KMPs are decided as per the Compensation Policy of the Bank.

PARTICULARS OF EMPLOYEES

The Bank had 6,134 employees as on March 31, 2019. 8 employees employed throughout the year were in receipt of aggregate remuneration of not less than Rs. 1.02 Crore per annum and no employee was employed for a part of the year. The details of top 10 employees in terms of remuneration drawn pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended separately(Annexure-I) and form part of this Report. The Report and Accounts are being sent to the shareholders excluding these particulars and any shareholder interested in obtaining the said details may write to the Company Secretary at the Registered Office of the Bank.

EMPLOYEE STOCK OPTIONS

The information pertaining to the Employee Stock Options is given in ANNEXURE-II to this Report.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of the remuneration of each director to the median employee’s remuneration for the financial year ended March 31, 2019 and such other details as prescribed are as given below:

Name

Ratio

Mr. Nasser Munjee (Chairman)

Mr. Murali M Natrajan (Managing Director & CEO)

6:1

142:1

b)

The percentage increase in remuneration of each director, Chief Financial Officer,Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Mr. Nasser Munjee-(Chairman):

Mr. Murali M Natrajan — (Managing Director & CEO): Mr. Bharat Laxmidas Sampat — (Chief Financial Officer): Ms. Rubi Chaturvedi — Company Secretary:

0%

0%

7%

7%

c)

The percentage increase in the median remuneration of employees in the financial year: 9%

d) The number of permanent employees on the rolls of Bank: 6,084

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year ended March 31, 2019 and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration is 8 % for Employees other than Managerial Personnel & 4 % for Managerial Personnel (KMP and Senior Management). There are no exceptional circumstances for increase in the managerial remuneration.

f) If remuneration is as per the remuneration policy of the Bank:Yes

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGEEARNINGSANDOUTGO

The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Bank. However, as mentioned in earlier part of the Report, the Bank has been continuously and extensively using technology in its operations. Foreign Exchange earnings and outgo are part of the normal banking business of the Bank.

ESTABLISHMENT OF VIGIL MECHANISM

The Bank has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue for the last several years. The policy was last reviewed in FY2015-16. This Policy, inter alia, provides a direct access to a Whistle Blower to the Chairman of the Audit Committee of the Board (ACB) on his dedicated email-ID cacb@dcbbank.com. The Whistle Blower Policy covering all employees and directors is hosted on the Bank’s website at “http:// www.dcbbank.com/cms/ showpage/page/whistle-blower-policy”.

None of the Bank’s personnel have been denied access to the Audit Committee.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Bank has designed and implemented a process driven frame work for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2019, the Board is of the opinion that the Bank has sound IFC commensurate with the nature and size of its business operations wherein controls are in place and operating effectively and no material weaknesses exist. The Bank has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Bank’s operation.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systems established and maintained by the Bank, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee of the Board, the Board is of the opinion that the Bank’s internal financial controls were adequate and effective during the year ended March 31, 2019. Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, based on the above and the representation received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirms that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departure there from;

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Bank as at March 31, 2019 and of the profit of the Bank for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively during the year ended March 31, 2019; and

(vi) proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended March 31, 2019.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as of March 31, 2019 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 and forming part of the report is placed on the website of the Bank as per provisions of Section 134(3)(a) and is available at the following link: https://www.dcbbank.com/cms/showpage/page/about-us-corporate-governance

CORPORATE GOVERNANCE

The Bank has been continuously observing the best corporate governance practices and benchmarks itself against each such practice. A separate section on Corporate Governance and a Certificate from the Statutory Auditors M/s. Deloitte, Haskins & Sells, Chartered Accountants (Registration No. 117365W) regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

DIRECTORS

During FY 2018-19, there was no change in directorate of the Bank. The re-appointment of Mr. Murali M. Natrajan as MD & CEO for a period of three years w.e.f. April 29, 2018 was approved by the shareholders in the 23rd AGM subject to approval of the Reserve Bank of India (RBI). The RBI vide letter no. DBR. Appt. No. 9537/29.03.001/2017-18 dated April 23, 2018 had approved the same.

The first term of five years of the four Independent Directors viz. 1) Mr. Altaf Jiwani (DIN 05166241) 2) Mr. Imran Contractor (DIN 06382169) 3) Mr. C. Narasimhan (DIN 02133263) and 4) Mr. S. Sridhar (DIN 00004272) got expired on March 31, 2019 and they were eligible for re-appointment as Independent Directors for one more term of upto five years or such period that their total tenure will not exceed the period of eight years from their original appointments as permitted under the Banking Regulations Act 1949. As all the above four directors continue to meet criteria of Independence and had consented for their re-appointment as Independent Directors, the Board, considering their past performance, had approved their reappointment w.e.f. April 1, 2019 as Independent Directors of the Bank for the second term of up to five years or for such permissible period that their total tenure with the Bank shall not exceed eight years, subject to approval of the shareholders in the forthcoming 24th Annual General Meeting Mr. Amin Manekia (DIN 00053745) was liable to retire by rotation and being eligible has offered himself for re-appointment.

A brief resume relating to the persons who are to be appointed / re- appointed as Directors is furnished in the notice of the 24th AGM as well as in the report on Corporate Governance. Based on the Disclosures provided by them, none of the above mentioned persons is disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

None of the Directors of the Bank is related to each other per se.

CHANGE IN KEY MANAGERIAL PERSONNEL

There was no change in Key Managerial Personnel during the year ended March 31, 2019

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

1. The Chairman of the Nomination and Remuneration Committee of the Board sent draft parameterized feedback forms for evaluation of the Board, the Committees, Directors and the Chairman.

2. Independent Directors at a meeting without anyone from the NonIndependent Directors and management, considered/evaluated the Board’s performance, performance of the Chairman and other Non-Independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent as well as Non-Independent Directors (without participation of the relevant director). The members of the Board and committees evaluated the respective entity. Every individual Director evaluated every other Director. The results were collated and the Chairman informed that the performance of the Board as a whole and its Committees was satisfactory.

The Chairman also commented that individual performance of the Directors was also satisfactory.

THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE BANK AND ARE AVAILABLE AT THE FOLLOWING LINK:

http://www.dcbbank.com/pdfs/Familarisation_Programme_for_Independent_Directors.pdf

STATUTORY AUDITORS

M/s. Deloitte, Haskins & Sells, Chartered Accountants (Registration No. 117365W) were appointed as Statutory Auditors at the 21st Annual General Meeting. Their appointment for FY 2018-19 was ratified in the last AGM. They are eligible for re-appointment for the FY 2019-20. Section 139 of the Companies Act, 2013 and the Rules made there under provide that a company can appoint a firm as auditor for maximum two terms of five consecutive years. In other words, company can make appointment of auditor for five years at a time. However the Bank is also governed by the provisions of Banking Regulation Act,1949 and the circulars/notification/guidelines issued by Reserve Bank of India (RBI) from time to time.

As per the extant provisions, the RBI gives permission for appointment of auditor on year to year basis. Further as per RBI’s directive, it is mandatory to rotate the Auditor after completion of four years. M/s. Deloitte, Haskins & Sells, Chartered Accountants (Registration No.117365W) has already completed term of three years. Taking this into consideration, ratification of the appointment of the auditors has been recommended for financial year 2019-20, which is also subject to prior approval of the RBI. The Reserve Bank of India has been approached for their re-appointment. Your Board recommends ratification of their appointment as Statutory Auditors at the ensuing Annual General Meeting, subject to the RBI approval.

SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Bank has appointed M/s. Ananthasubramanian & Co., Practicing Company Secretaries (COP 1774) as the Secretarial Auditor for FY 2018-19 and their report of April 16, 2019 is attached separately to this report.

ACKNOWLEDGEMENTS

Your Board wishes to thank the principal shareholder and promoters, the Aga Khan Fund for Economic Development S.A. (AKFED) and all the other shareholders for the confidence and trust they have reposed in the Bank. Your Board also acknowledges with appreciation the Reserve Bank of India (RBI) for its valuable guidance and support to the Bank. Your Board similarly expresses gratitude for the assistance and co-operation extended by SEBI, BSE, NSE, NSDL, CDSL,NPCIL, Central Government and the Governments of various States, Union Territories and the National Capital Region of Delhi where the Bank has its branches.

Your Board acknowledges with appreciation, the invaluable support provided by the Bank’s auditors, lawyers, business partners and investors. Your Board is also thankful for the continued co-operation of various financial institutions and correspondents in India and abroad.

Your Board wishes to sincerely thank all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Bank has set for the future.

On behalf of the Board of Directors

Place: Mumbai Nasser Munjee

April 18, 2019 Chairman

Attention Investors :
Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your stock brokers. Receive information of your transactions directly from Exchange on your mobile / email at the end of the day .......... Issued in the interest of investors
Attention Investors :
Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day......................issued in the interest of investors.
Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.