 

 

 

 

 

 

Name Date of appointment/ Reason for change
change/cessation
Ranjit Shah November 2, 2018 ‘Appointed as Nominee Director
John Arunkumar Diaz August 30, 2018 Resigned as an Investor Director

 

 

Borrowing powers of Board

In accordance with the provisions of the Articles of Association, the Board may, borrow or raise any monies required for
the purpose of our Bank upon such terms and in such manner with or without security as it may determine. In this regard,
our Bank, at its shareholders’ meeting held on September 24, 2015, has, resolved that subject to the provisions of the
Companies Act including without limitation Section 180(1)(c) of the Companies Act and other applicable law, the Board
is authorized to borrow money for the purpose of the business of our Bank up to an amount of % 30,000 million, over the
aggregate paid up share capital and free reserves.

Corporate governance

The Corporate Governance provisions of the SEBI Listing Regulations will be applicable to us immediately upon listing
of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of applicable regulations,
including the SEBI Listing Regulations, the Companies Act and the SEBI ICDR Regulations, in respect of corporate
governance including constitution of our Board and committees thereof, and formulation and adoption of policies. The
corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role
from the executive management team and constitution of the Board committees, as required under law.

Our Board functions as a full board and through various committees constituted to oversee specific operational areas. The
executive management of our Bank provides the Board detailed reports on its performance periodically.

The composition of our Board is also in compliance with the Banking Regulation Act, SFB Licensing Guidelines and
conditions stipulated by the RBI Final Approval. Further, pursuant to RBI letters dated November 17, 2016 and December
30, 2016 for the constitution of our Board, the RBI:

a) approved the appointment of Ramachandran Rajaraman as a Director on the Board;

b) advised that with respect to the proposal for appointment of the Part-time Chairperson and the Managing Director
and Chief Executive Officer that the Board or Nomination and Remuneration Committee shall furnish their
recommendations along with the details and conditions of appointment and remuneration of the Part-time
Chairperson and the Managing Director and Chief Executive Officer;

c) approved the nomination of Baskar Babu Ramachandran, Mrutunjay Sahoo and Jyotin Kantilal Mehta as
Directors on the Board;

d) the RBI also required the nominee for Managing Director and Chief Executive Officer holding ‘substantial
interest’ in any entity other than our Bank to divest their ‘substantial interest’ in those entities and furnish a
certificate from a chartered accountant to that effect, and our Bank is required to furnish compliance with Section
10B of the Banking Regulation Act.

Subsequently, pursuant to RBI letter dated January 14, 2020, the RBI approved the appointment of Baskar Babu

Ramachandran as the Managing Director and Chief Executive Officer of our Bank for a period of three years with effect

from January 23, 2020, on extant terms and conditions. The RBI also advised our Bank to align the termination clause in

the appointment letter of Baskar Babu Ramachandran with Section 35B of the Banking Regulation Act, 1949 along with
a request to acknowledge the letter.

Further, pursuant to e-mail from RBI dated March 19, 2020, the RBI has approved the appointment of our Part-Time
Chairperson.

Committees of the Board

In addition to the committees of the Board detailed below, our Board may, from time to time, constitute committees for
various functions.

Audit Committee
The members of the Audit Committee are:

1. Jyotin Kantilal Mehta (Independent Director), Chairperson;

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