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The Board has constituted various Committees of Directors to take informed decisions in the best interest of the Bank. These Committees monitor the activities falling within their terms of reference. Some of the Committees of the Board were reconstituted during the year.


The Board's Committees are as follows:

Audit and Compliance Committee
Compensation Committee
Investor Grievance (Share) Committee
Risk Policy and Monitoring Committee
Credit Approval Committee
Premises Committee
Nomination Committee
Fraud Monitoring Committee
Customer Service Committee
Corporate Social Responsibility (CSR) Committee

Audit and Compliance Committee

The Audit and Compliance Committee of the Bank comprises Mr. C. M. Vasudev, Dr.Pandit Palande, Mr. Bobby Parikh and Mr. Partho Datta. The Committee is chaired by Mr. C. M. Vasudev. Mr. Sanjay Dongre, the Company Secretary of the Bank, acts as the secretary of the Committee.


The Committee met ten (10) times during the year. The meetings of the Committee were held on April 17, 2012, May 15, 2012, July 12, 2012, August 24, 2012, October 12, 2012, December 17, 2012, January 17, 2013, March 6, 2013, March 14, 2013 and March 31, 2013.


The terms of reference of the Audit Committee are in accordance with Clause 49 of the Listing Agreement entered into with the Stock Exchanges in India and include the following:

Overseeing the Bank’s financial reporting process and ensuring correct, adequate and credible disclosure of financial information;

Recommending appointment and removal of external auditors and fixing of their fees;

Reviewing with management the annual financial statements before submission to the Board with special emphasis on accounting policies and practices, compliance with accounting standards and other legal requirements concerning financial statements;
Reviewing the adequacy of the Audit and Compliance functions, including their policies, procedures, techniques and other regulatory requirements; and

Any other terms of reference as may be included from time to time in clause 49 of the listing agreement.

The Board has also adopted a Charter for the Audit Committee in accordance with certain United States regulatory standards as the Bank’s securities are also listed on the New York Stock Exchange.

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Compensation Committee

The Compensation Committee reviews the overall compensation structure and policies of the Bank with a view to attract, retain and motivate employees, considers grant of stock options to employees and reviews compensation levels of the Bank’s employees vis-à-vis other banks and the banking industry in general.


The Bank’s compensation policy provides a fair and consistent basis for motivating and rewarding employees appropriately according to their job profile / role size, performance, contribution, skill and competence.


Mr. C. M. Vasudev, Dr. Pandit Palande, Mr. Partho Datta and Mr. Bobby Parikh are the members of the Committee. The Committee is chaired by Mr. C. M. Vasudev. All the members of the Committee are independent directors.


The Committee met five times during the year. The meetings of the Committee were held on April 17, 2012, July 12, 2012, August 24, 2012, January 17, 2013 and March 14, 2013.


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Investor Grievance (Share) Committee

The Investor Grievance Committee approves and monitors transfer, transmission, splitting and consolidation of shares, and considers requests for dematerialization of shares. Allotment of shares to the employees on exercise of stock options granted under the various Employees Stock Option Schemes which are made in terms of the powers delegated by the Board in this regard, are placed before the Committee for ratification. The Committee also monitors redressal of complaints from shareholders relating to transfer of shares, non-receipt of Annual Report, dividends etc.

The Committee consists of Mr. A. N. Roy, Mrs. Renu Karnad, Mr. Aditya Puri and Mr. Paresh Sukthankar. The Committee is chaired by Mr. A. N. Roy. The powers to approve share transfers and dematerialization requests have been delegated to executives of the Bank to avoid delays that may arise due to non-availability of the members of the Committee. Mr. Sanjay Dongre, the Company Secretary of the Bank is the Compliance Officer responsible for expediting the share transfer formalities.


As on March 31, 2013, 16 instruments of transfer for 4,685 equity shares were pending for transfer and these have since been processed. The details of the transfers are reported to the Board from time to time.


During the year ended March 31, 2013, 2,577 complaints were received from the shareholders. All the complaints were attended to and as on March 31, 2013 no complaints remained unattended or pending. Besides, 9,827 letters were received from the shareholders relating to change of address, nomination requests, email id and contact details updation, IFSC / MICR code updation, ECS / NECS Mandates, claim of shares from Unclaimed Suspense account, queries relating to the annual reports, sub- division of shares of face value of Rs.10/- each to Rs.2/- each and amalgamation, request for revalidation of dividend warrants and other investor related matters. These letters have also been responded to.

The Committee met 6 (six ) times during the year. The meetings of the Committee were held on April 18, 2012, July 13, 2012, October 12, 2012, December 17, 2012, January 18, 2013 and March 14, 2013.


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Risk Policy & Monitoring Committee

The Risk Policy and Monitoring Committee has been formed as per the guidelines of Reserve Bank of India on Asset Liability Management / Risk Management Systems. The Committee develops Bank’s credit and market risk policies and procedures, verifies adherence to various risk parameters and prudential limits for treasury operations and reviews its risk monitoring system. The Committee also ensures that the Bank’s credit exposure to any one group or industry does not exceed the internally set limits and that the risk is prudentially diversified.

The Committee consists of Mr. C. M. Vasudev, Mrs. Renu Karnad, Mr. Partho Datta, Mr. Aditya Puri and Mr. Paresh Sukthankar.

The Committee met 6 (Six) times during the year. The meetings of the Committee were held on April 18, 2012, July 12, 2012, October 11, 2012, December 17, 2012, January 18, 2013 and March 14, 2013.


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Credit Approval Committee

The Credit Approval Committee approves credit exposures, which are beyond the powers delegated to executives of the Bank. This facilitates quick response to the needs of the customers and speedy disbursement of loans.

As on March 31, 2013, the Committee consisted of Mr. Bobby Parikh, Mr. Keki Mistry, Mr. Aditya Puri and Mr. Harish Engineer.

The Credit Approval Committee was reconstituted by the Board at its meeting held on April 23, 2013 by adding Mr. Vijay Merchant as a member of the Committee.

The Committee met eighteen (18) times during the year. The meetings of the Committee were held on April 4, 2012, May 4, 2012, May 23, 2012, June 8, 2012, June 14, 2012, July 18, 2012, August 31, 2012, September 26, 2012, October 1, 2012, October 19, 2012, November 12, 2012, December 13, 2012, December 17, 2012, December 20, 2012, January 18, 2013, February 2, 2013, February 25, 2013 and March 22, 2013.


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Premises Committee

The Premises Committee approves purchases and leasing of premises for the use of Bank’s branches, back offices, ATMs and residence of executives in accordance with the guidelines laid down by the Board. As on March 31, 2013 the Committee consisted of Mrs. Renu Karnad, Dr. Pandit Palande and Mr. Aditya Puri.

The Premises Committee was reconstituted by the Board at its meeting held on April 23, 2013 when Mr.Vijay Merchant was appointed as a member of the Committee in addition to the members mentioned above.

The Committee met five (5) times during the year. The meetings of the Committee were held on April 18, 2012, July 13, 2012, October 12, 2012, January 18, 2013 and March 14, 2013.


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Nomination Committee
The Bank has constituted a Nomination Committee for recommending the appointment of independent / non-executive directors on the Board of the Bank. The Nomination Committee scrutinizes the nominations for independent / non-executive directors with reference to their qualifications and experience. For identifying ‘Fit and Proper’ persons, the Committee adopts the following criteria to assess competency of the persons nominated :

Academic qualifications, previous experience, track record; and
Integrity of the candidates.
   

For assessing the integrity and suitability, features like criminal records, financial position, civil actions undertaken to pursue personal debts, refusal of admission to and expulsion from professional bodies, sanctions applied by regulators or similar bodies and previous questionable business practice are considered.

As on March 31, 2013, the Committee consisted of Mr. C. M. Vasudev and Dr. Pandit Palande. Both these members are independent directors.

The Nomination Committee was reconstituted by the Board at its meeting held on April 23, 2013 by including Mr. Partho Datta as a member of the Committee.

The Committee met twice during the year. The meetings of the Committee were held on April 17, 2012 and March 14, 2013.


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Fraud Monitoring Committee
Pursuant to the directions of the RBI, the Bank has constituted a Fraud Monitoring Committee, exclusively dedicated to the monitoring and following up of cases of fraud involving amounts of Rs.1,00,00,000/- (Rupees One Crore Only) and above. The objectives of this Committee are the effective detection of frauds and immediate reporting of the frauds and actions taken against the perpetrators of frauds to the concerned regulatory and enforcement agencies. The terms of reference of the Committee are as under:

Identify the systemic lacunae, if any, that facilitated perpetration of the fraud and put in place measures to plug the same;
Identify the reasons for delay in detection, if any and report to top management of the Bank and RBI;
Monitor progress of Central Bureau of Investigation / Police Investigation and recovery position;
Ensure that staff accountability is examined at all levels in all the cases of frauds and staff side action, if required, is completed quickly without loss of time;
Review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls; and
Put in place other measures as may be considered relevant to strengthen preventive measures against frauds.

The members of the Committee are Mr. C. M. Vasudev, Dr. Pandit Palande, Mr. Partho Datta, Mr. A. N. Roy, Mr. Keki Mistry and Mr.Aditya Puri.

The Committee met four (4) times during the year. The meetings of the Committee were held on April 18, 2012, July 12, 2012, October 11, 2012, and January 17, 2013.

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Customer Service Committee

The Customer Service Committee monitors the quality of services rendered to the customers and also ensures implementation of directives received from the RBI in this regard. The terms of reference of the Committee are to formulate comprehensive deposit policy incorporating the issues arising out of the demise of a depositor for operation of his account, the product approval process, the annual survey of depositor satisfaction and the triennial audit of such services.

The members of the Committee are Mr. C. M. Vasudev, Dr. Pandit Palande, Mr. A. N. Roy, Mr. Keki Mistry and Mr. Aditya Puri.


The Committee met four (4) times during the year. The meetings of the Committee were held on April 18, 2012, July 12, 2012, October 11, 2012 and January 17, 2013.


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Corporate Social Responsibility (CSR) Committee

At its meeting held on April 23, 2013, the Board constituted a CSR Committee with the following terms of reference:

To formulate the Bank’s CSR Strategy, Policy and Goals

To monitor the Bank’s CSR policy and performance

To review the CSR projects/initiatives from time to time

To ensure legal and regulatory compliance from a CSR viewpoint

To ensure reporting and communication to stakeholders on the Bank’s CSR

Mrs. Renu Karnad, Mr.Partho Datta, Mr.Bobby Parikh, Mr.Aditya Puri and Mr.Paresh Sukthankar are the members of the CSR Committee.