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E. Key Managerial Personnel
As on March 31, 2020, pursuant to Section 203 of the Companies Act, 2013, Mr. Nitin Chugh, Managing Director and CEO, Ms. Upma Goel, Chief Financial officer and Mr. Chanchal Kumar, Company Secretary and Compliance officer are the Key Managerial Personnel (“KMP”) of the Bank.
Mr. Samit Kumar Ghosh
Mr. Samit Kumar Ghosh, Ex-Managing Director and CEO and KMP of the Bank retired on November 30, 2019.
mr. nitin chugh
Mr. Nitin Chugh was appointed as Managing Director and Ceo of the Bank for a period of 3 (three) years commencing December 01, 2019.
In terms of Section 203 of the Companies Act, 2013, the Board had appointed him as KMP of the Bank for the period co-terminus with his tenure as Managing Director and CEO of the Bank.
Ms. Upma Goel
Ms. Upma Goel was appointed as Chief Financial officer and KMp of the Bank w.e.f February 01, 2017.
Mr. Chanchal Kumar
Mr. Chanchal Kumar was appointed as Company Secretary, KMp and Compliance officer in terms of Regulation 6 of the SEBI Listing Regulations of the Bank w.e.f March 24, 2018.
DeclaratiOn By inDePenDent DirectOrS anD Statement On cOmPliance Of cODe Of cOnDuct
The Bank has received declarations from its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI
listing Regulations and that they have complied with the code of conduct for independent directors as prescribed under Schedule IV of the Companies Act, 2013.
Further, pursuant to Regulation 25(8) of the SeBI listing Regulations, the Independent Directors of the Bank has also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
In the opinion of the Board, all the Independent Directors meet the criteria with regard to integrity, expertise and experience (including the proficiency*).
*All Independent Directors of the Bank have registered themselves in the data bank as specified under Section 150 of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have committed to qualify the online proficiency self-assessment as required under aforesaid Rule within prescribed timeline.
The Bank has also received from its directors a statement that they have complied with the Code of Conduct for Directors and Senior Management.
numBer Of meetingS Of the BOarD
the Board met 10 (ten) times during the financial year ended March 31, 2020. The details of Board Meetings are available in the Corporate Governance Report which forms part of the Annual Report.
BOarD cOmmitteeS
The Bank believes that the Board Committees are pillars of good corporate governance. In pursuit of highest standard of corporate governance and to comply with the provisions of Companies Act, 2013, SEBI Listing Regulations and RBI guidelines, the Bank has constituted various statutory board committees. Further in order to improve the Board effectiveness, efficiency and fast decision making the Bank has also constituted few non statutory Board Committees.
As on March 31, 2020, the Bank has 14 (Fourteen) Board Committees which are given below:
Board Committee
Companies act, 2013
SeBi listing regulations
rBi Requirements
1. Audit Committee
2. Risk Management Committee
3. Nomination and Remuneration Committee
4. Stakeholders Relationship Committee
5. It Strategy Committee
6. Customer Service Committee
7. Fraud Committee (Special Committee of Board for Monitoring High Value Frauds)
8. Review Committee of Wilful defaulters
9. Corporate Social Responsibility Committee
10. Human Resource & Compensation Committee*
11. Committee of Directors*
12. Business Strategy Committee*
13. Promoter Shareholding Dilution Committee (Formerly known as listing Committee)*
14. Business Continuity Monitoring Committee*
* non-Statutory Committees constituted for effective supervision
Yes Yes Yes
No Yes Yes
Yes Yes Yes
Yes Yes No
No No Yes
No No Yes
No No Yes
No No Yes
Yes No No
No No No
No No No
No No No
No No No
No No No
152 | AnnuAl RepoRt 2019-20