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Tamilnad Mercantile Bank Ltd

BSE Code : 543596 | NSE Symbol : TMB | ISIN:INE668A01016| SECTOR : Banks |

NSE BSE
 
SMC down arrow

480.95

-1.35 (-0.28%) Volume 61227

27-Sep-2022 EOD

Prev. Close

482.30

Open Price

488.00

Bid Price (QTY)

480.95(5)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 488.00 - 480.00

52 wk High/Low 515.00 - 478.25

Key Stats

MARKET CAP (RS CR) 7611.16
P/E 9.26
BOOK VALUE (RS) 387.969046
DIV (%) 0
MARKET LOT 1
EPS (TTM) 51.9
PRICE/BOOK 1.23888749619474
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 73.09
4

News & Announcements

26-Sep-2022

Tamilnad Mercantile Bank Ltd - Tamilnad Mercantile Bank Limited - Reply to Clarification Sought

23-Sep-2022

Tamilnad Mercantile Bank Ltd - Other Announcements

20-Sep-2022

Tamilnad Mercantile Bank Ltd - Other Announcements

19-Sep-2022

Tamilnad Mercantile Bank Ltd - Other Announcements

No Data Found For News.

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Peers Comparsion

Select Company Name BSE Code NSE Symbol
AU Small Finance Bank Ltd 540611 AUBANK
Axis Bank Ltd 532215 AXISBANK
Bandhan Bank Ltd 541153 BANDHANBNK
Bank of Madura Ltd (Merged) 531966 BANKMADURA
Bank of Punjab Ltd(merged) 500070 BANKPUNJAB
Bank of Rajasthan Ltd(merged) 500019 BANKRAJAS
Centurion Bank of Punjab Ltd(merged) 532273 CENTBOP
City Union Bank Ltd 532210 CUB
CSB Bank Ltd 542867 CSBBANK
DCB Bank Ltd 532772 DCBBANK
Dhanlaxmi Bank Ltd 532180 DHANBANK
Equitas Small Finance Bank Ltd 543243 EQUITASBNK
Federal Bank Ltd 500469 FEDERALBNK
Fino Payments Bank Ltd 543386 FINOPB
Global Trust Bank Ltd (Merged) 500161 GLOBLTRUST
HDFC Bank Ltd 500180 HDFCBANK
ICICI Bank Ltd 532174 ICICIBANK
IDBI Bank Ltd(merged) 532235 IDBIBANK
IDBI Bank Ltd 500116 IDBI
IDFC First Bank Ltd 539437 IDFCFIRSTB
IndusInd Bank Ltd 532187 INDUSINDBK
ING Vysya Bank Ltd(Merged) 531807 INGVYSYABK
Jammu and Kashmir Bank Ltd 532209 J&KBANK
Karnataka Bank Ltd 532652 KTKBANK
Karur Vysya Bank Ltd 590003 KARURVYSYA
Kotak Mahindra Bank Ltd 500247 KOTAKBANK
Lakshmi Vilas Bank Ltd(Merged) 534690 LAKSHVILAS
Nedungadi Bank Ltd (Merged) 511264 NEDUNGBANK
RBL Bank Ltd 540065 RBLBANK
South Indian Bank Ltd 532218 SOUTHBANK
Standard Chartered PLC 580001 STAN
Suryoday Small Finance Bank Ltd 543279 SURYODAY
Times Bank Ltd (merged) 532252 TIMESBANK
Ujjivan Small Finance Bank Ltd 542904 UJJIVANSFB
United Western Bank Ltd(merged) 500430 UNIWESTBNK
Yes Bank Ltd 532648 YESBANK

Share Holding

Category No. of shares Percentage
Total Foreign 38385406 24.24
Total Institutions 10162875 6.42
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 6632801 4.19
Total Promoters 0 0.00
Total Public & others 103170372 65.16
Total 158351454 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Tamilnad Mercantile Bank Ltd

Tamilnad Mercantile Bank Limited was incorporated in the name of Nadar Bank Limited' on May 11, 1921 at Thoothukudi, Tamil Nadu as a limited company under Indian Companies Act, 1913 pursuant to a certificate of incorporation issued by the erstwhile Assistant Registrar of Joint Stock, Palamcottah.. Subsequently, name of the Bank was changed to Tamilnad Mercantile Bank Limited', with effect from November 27, 1962, pursuant to a letter of approval from the Government of India dated November 14, 1962 and a fresh certificate of incorporation dated July 17, 1968 was issued by the Assistant Registrar of Companies, Madras. On November 11, 1921, the Bank commenced business at Thoothukudi, in Tamil Nadu. In 1933, it acquired its first property at Beach Road, Thoothukudi, in Tamil Nadu. On May 11, 1935, it was included in the second schedule to the Reserve Bank of India Act, 1934. It was granted the licence to carry on banking business in India by RBI on November 20, 1962. It opened a a rural branch at Vilathikulam, Tamil Nadu in 1968. In 1993, it was registered as Category-1 Merchant Bankers with SEBI and opened first currency chest at Madurai Branch. The Bank was granted licence to deal in foreign exchange in 1999. It launched first ATM, christened as TMB Surabhi, in Chennai in 2004. In 2005, it launched first insurance linked deposit scheme, christened as Siranjeevee Recurring Deposit. It launched SMS banking services and internet banking facilities, christened as TMB E-Connect in 2008. It launched mobile banking facilities in 2012. It signed an agreement for the issuance of PAN cards in 2014. The Bank was recognized as the 'Best Performing Bank' by Pension Fund Regulatory and Development Authority of India for outstanding performance under the 'Atal Pension Yojana' for the period 2020-2021. As of June 30, 2021, the Bank had 509 branches, of which 106 branches were in rural, 247 in semi-urban, 80 in urban and 76 in metropolitan centres. It built a strong presence in the state of Tamil Nadu, with 369 branches and 941 automated teller machines (ATMs) and 238 cash recycler machines (CRMs). The Bank offer a wide range of banking and financial services primarily to micro, small and medium enterprises (MSME), agricultural and retail customers, operating in manufacturing, trading and services sector.

Tamilnad Mercantile Bank Ltd Chairman Speech

Tamilnad Mercantile Bank Ltd Company History

Tamilnad Mercantile Bank Limited was incorporated in the name of Nadar Bank Limited' on May 11, 1921 at Thoothukudi, Tamil Nadu as a limited company under Indian Companies Act, 1913 pursuant to a certificate of incorporation issued by the erstwhile Assistant Registrar of Joint Stock, Palamcottah.. Subsequently, name of the Bank was changed to Tamilnad Mercantile Bank Limited', with effect from November 27, 1962, pursuant to a letter of approval from the Government of India dated November 14, 1962 and a fresh certificate of incorporation dated July 17, 1968 was issued by the Assistant Registrar of Companies, Madras. On November 11, 1921, the Bank commenced business at Thoothukudi, in Tamil Nadu. In 1933, it acquired its first property at Beach Road, Thoothukudi, in Tamil Nadu. On May 11, 1935, it was included in the second schedule to the Reserve Bank of India Act, 1934. It was granted the licence to carry on banking business in India by RBI on November 20, 1962. It opened a a rural branch at Vilathikulam, Tamil Nadu in 1968. In 1993, it was registered as Category-1 Merchant Bankers with SEBI and opened first currency chest at Madurai Branch. The Bank was granted licence to deal in foreign exchange in 1999. It launched first ATM, christened as TMB Surabhi, in Chennai in 2004. In 2005, it launched first insurance linked deposit scheme, christened as Siranjeevee Recurring Deposit. It launched SMS banking services and internet banking facilities, christened as TMB E-Connect in 2008. It launched mobile banking facilities in 2012. It signed an agreement for the issuance of PAN cards in 2014. The Bank was recognized as the 'Best Performing Bank' by Pension Fund Regulatory and Development Authority of India for outstanding performance under the 'Atal Pension Yojana' for the period 2020-2021. As of June 30, 2021, the Bank had 509 branches, of which 106 branches were in rural, 247 in semi-urban, 80 in urban and 76 in metropolitan centres. It built a strong presence in the state of Tamil Nadu, with 369 branches and 941 automated teller machines (ATMs) and 238 cash recycler machines (CRMs). The Bank offer a wide range of banking and financial services primarily to micro, small and medium enterprises (MSME), agricultural and retail customers, operating in manufacturing, trading and services sector.

Tamilnad Mercantile Bank Ltd Directors Reports

Your Board of Directors has great pleasure in presenting the Hundredth Annual Report along with the Audited Balance Sheet as on March 31, 2022, the Profit and Loss Account and the Cash Flow Statement for the year ended March 31, 2022.

1. Business Performance

The Bank has had a successful year in its 100th year of operations and has recorded satisfactory performance. During the year under review, the total business increased from Rs.72,040.02 crores to Rs.78,424.65 crores registering a growth of 8.86%. The gross NPAs and net NPAs both decreased in absolute and percentage terms and gross NPA as a percentage of total advances decreased to 1.69% compared to the 3.44%.in the previous year.

Performance Highlights:

=> Operating profit increased from Rs.1,202.04 crores to Rs.1,526.75 crores.

=> Net profit Increased from Rs.603.33 crores to Rs.821.91 crores (+36.23%).

=> Deposits of the Bank increased from Rs.40,970.42 crores to Rs.44,933.11 crores (+9.67%) during the year.

=> Gross Advances increased from Rs.31,541.03 crores to Rs.33,748.17 crores (+7.00%) during the year.

=> Net Advances increased from Rs.31,069.60 crores to Rs.33,491.54 crores (+7.80%) during the year.

=> Gross NPAs decreased from 3.44% to 1.69%.

=> Net NPAs decreased from 1.98% to 0.95%.

=> Provision Coverage Ratio (PCR) increased from 79.53% to 87.92%.

The total income increased by Rs.403.20 crores during the year from Rs.4,253.22 crores in the previous year to Rs.4,656.42 crores during the year under review (+9.48%).

Interest income increased from Rs.3,609.05 crores to Rs.3,833.86 crores. Other income increased from Rs.644.17 crores to Rs.822.56 crores during the current year. Increase in total expenditure was at Rs.78.49 crores. The total expenditure increased from Rs.3,051.18 crores during the previous year to Rs.3,129.67 crores during the current year. Earnings per share increased from Rs.42.34 to Rs.57.67, the book value of the share increased from Rs.321.38 to Rs.374.41.

2. Profit and appropriation

The net profit stood at Rs.821.91 crores for the financial year ended 31.03.2022 after making all necessary provisions under various categories as per the prudential norms prescribed by Reserve Bank of India. The appropriation out of the profit earned for the financial year 2021-22 are as under:

Transferred to: Rs. in crores
Profit and Loss account opening balance 79.99
Less: Interim Dividend for 2020-21 @Rs.5/- per share 71.25
Balance in Profit and Loss account 8.74
Net profit 821.91
Available for appropriation 830.65
Statutory Reserve 247.00
Special Reserve u/s 36(1 )(viii) of IT Act, 1961 36.00
Investment Fluctuation Reserve 10.38
Capital Reserve 10.95
General Reserve 300.00
Balance carried over to next year 226.32
Total 830.65

3. Dividend

RBI vide its letter dated 11.06.2019 had imposed restrictions on your Bank for distribution of Dividends due to non-compliance of sec 12(1) (i) of the Banking Regulation Act, 1949. Your Bank has complied with the same, by reducing the Authorized share Capital from Rs.500.00 crore to Rs.280.00 crore vide a special resolution in the last concluded 97th AGM held on 28.10.2020. As we had complied with Section 12 (1) (i) of BR Act, 1949, RBI vide its letter dated 25.03.2021 had lifted the above restrictions imposed on the Bank subject to the condition that the Bank shall list its shares on stock exchanges by December 31, 2021.

Despite the best efforts of your Bank, the timeline of December 31, 2021 given by RBI for listing of shares could not be met for reasons beyond the bank's control. Hence your Bank requested RBI to extend the timeline further so that your bank's endeavour to become a listed entity becomes a reality. However, your Bank has not received any communication from RBI in this regard. We have received various requests from the shareholders for declaration of dividend. Accordingly, your Board of Directors, at their meeting held on April 29, 2022 recommended final dividend of Rs.10 per equity share of face value of Rs.10/- each (regular dividend of Rs.6.00 per equity share of Face Value of Rs.10/- each for the Financial Year ended March 31, 2022 and special dividend of Rs.4/- per equity share of Face Value of Rs.10/- each in commemoration of centenary year) for the Financial Year ended March 31, 2022, subject to approval of Reserve Bank of India and shareholders of your Bank in the Annual General Meeting.

4. Capital and Reserves

The Bank's issued and paid up capital stood at Rs.142.51 crores as on March 31, 2022.

During the Financial Year 2021-22, there was no change in the capital structure of the bank. The capital plus reserves of the Bank has moved up from Rs.4,579.98 crores to Rs. 5,335.71 crores on account of balance of profit transferred from Profit and Loss Account during the current financial year.

5. Issue of Equity shares

We have filed our DRHP with SEBI on 04.09.2021 and subsequently with NSE and BSE. Consequent to the filing, several correspondence queries/ clarifications were raised by the above Regulators and the same was clarified by your bank satisfactorily. Your Bank is in the process of getting the in principle approval from the above Regulators.

During the year under review there was no fresh issue of equity shares.

6. Capital Adequacy

The accretion to capital funds during the year amounted to Rs. 755.73 crores which raised the net worth of the Bank to Rs. 5,335.71 crores. The Capital to Risk Weighted Assets Ratio (CRAR) stood at 22.06% (as per Basel III) as on March 31, 2022, which is more than the minimum required level of 11.50% (including the Capital Conservation Buffer) stipulated by Reserve Bank of India. The CRAR consisted predominantly of Common Equity Tier I (CET 1) which constituted 20.44 % of CRAR.

7. Deposits

The aggregate Deposits of the Bank as on 31.03.2022 stands at Rs.44,933.11 crores, registering a growth of 9.67% over Rs.40,970.42 crores as on 31.03.2021. The interest rates for deposits were kept aligned with the prevailing trends in the Banking Industry.

8. Advances Portfolio - Management of Assets and Development of Business:

The Bank continued its lending activities in conformity with its Board approved Policies and Guidelines of Reserve Bank of India. The Gross Advances of the Bank increased from Rs.31,541.03 crores as on 31.03.2021 to Rs.33,748.49 crores as on 31.03.2022. The increase in advances is mainly due to the growth recorded in Retail, Agricultural and MSME advances.

The Bank continued its thrust on lending to Priority Sectors (PS) including Agriculture and Micro and Small Enterprises comprising both Manufacturing and Service Enterprises. The level of advances to Priority Sectors stood at Rs.24,512.70 crores as on March 31, 2022. The Total PS Advances (Net of PSLCs Sold) at Rs.18,274.18 Crores constitutes 57.56% of ANBC as on 31/03/2021, as against the regulatory minimum requirement of 40%. The achievement of PS Advances for the year ended 31/03/2022, based on the Quarterly Average level of PS Advances / Quarterly Average ANBC is much higher at 67.93%.

Agricultural Advances reached Rs.10,021.77 crores as on March 31st, 2022. The Total Agricultural Advances (Net of PSLCs Sold) and including RIDF and other qualifying investments for Priority - Agriculture constitutes 22.88% of ANBC as on 31/03/2021. For the year ended 31/03/2022, based on Quarterly Average, the achievement constitutes 27.34%.

Total advances to the weaker sections stood at Rs.7,222.63 crores as on March 31, 2022. The Total advances to Weaker Sections (Net of PSLCs Sold) at Rs. 5,252.63 Crores represents 16.54% of the ANBC as on 31/03/2021. For the year ended 31/03/2022, based on Quarterly average, the achievement constitutes 20.05% against the regulatory minimum requirement of 11.00%.

Similarly, the bank achieved the mandatory targets for the sub-sectors like Loans to Small and Marginal Farmers (at 11.49% as on 31/03/2022 and 14.79% at the year ended 31/03/2022 based on average level of advances, as against the regulatory minimum requirement of 9.00%) and Advances to Micro Enterprises (at 19.99% as on 31/03/2022 and 23.40% for the year ended 31/03/2022 based on average level of advances, as against the regulatory minimum of 7.50%)

Under export credit, the bank achieved a level of Rs.726.75 crores as on 31.03.2022 as against Rs.681.77 crores achieved as on March 31, 2021, despite underutilization of sanctioned Export limits.

The Bank has sanctioned 18,474 No of WCTLs to the tune of Rs.2,321.65 crores as on 31.03.2022 as against 13,604 No of WCTLs to the tune of Rs.1,559.65 crores as on 31.03.2021 under Emergency Credit Guarantee Line Credit Scheme (ECLGS).

During the current year, the bank will strive further to increase the flow of credit to Agriculture, Retail Sector, Weaker Sections and the MSME sector.

The bank has been actively participating in all the initiatives and Schemes of Government of India including Pradhan Mantri Mudra Yojna (PMMY), Dairy Entrepreneurship Development Scheme (DEDS), PMAY- Pradhan Mantri Awas Yojana (PMAY), Entrepreneurship Development & Employment Generation Scheme (EDEGS), PM Street Vendors AtmaNirbhar Nidhi (PM SVANIDHI) etc. by implementing the same in the Bank.

Sale of Priority Sector Lending Certificate fPSLCs):

With the approval of Board in its Meeting dated 01/12/2021 to participate in purchase and sale of PSLCs, the Bank has sold PSLCs worth Rs. 6412.50 crore till 31/03/2022 which fetched Income of Rs.7141 Crores. Category-wise, the Bank Sold PSLC-Small & Marginal Farmers for Rs. 1,970 Crores, PSLC-Agriculture for Rs.941 Crores, PSLC-Micro Enterprises for Rs. 2,971.50 Crores and PSLC - General for Rs.530 Crores as on 31/03/2022.

Financial Inclusion:

Under the Financial Inclusion (FI) Programme the Bank covers 142 villages as on 31.03.2022. Total BSBDA accounts of the bank as on 31st March 2022 stood at 7.13 lakh accounts, with major share of around 5.72 lakh accounts under Small accounts category.

9. Investments and Treasury Operations

During the year ended March 31st, 2022, the Bank achieved a turnover of Rs.46468.88 crore in trading operations, resulting in a net profit of Rs.72.36 crore, as against Rs.156.90 crore in the previous year. Sale of securities from ‘Held to Maturity' category was made to the tune of Rs.999.58 crore during the year resulting in a profit of Rs.20.90 crore (previous year Rs.73.45 crore). This sale from HTM category sale through RBI OMO buy auctions and the same is excluded from the 5% ceiling on sale of HTM securities.

The net investments of the Bank stood at Rs.13,035.47 crore as on March 31, 2022, as against Rs.11,703.21 crore as at the end of the previous year. The Investment-to-Deposit Ratio of the Bank was 29.01%, as against 28.57% at the end of the previous year.

The average realized yield on the investment portfolio during the year stood at 6.74% as against 6.88% in the previous year. The fall in the portfolio yield was due to investments at current yield levels after steep decline in yields during the year and comparatively lower returns from investments like CDs and MF due to continuous rate cut by RBI. The income earned during the year from investments, comprising of interest income and dividend income excluding income from RIDF was Rs.822.46 crore as against Rs.750.41 crore in the previous year.

10. Foreign Exchange Business

The total merchant turnover of our bank for the year 2021-22 was Rs.18,625.67 crore against Rs.15,582.10 crore during the previous year 2020-21. The profit on foreign exchange business for the year 2021-22 was Rs.37.32 crores against Rs.29.35 crores during the previous year 2020-21.

Our Bank has correspondent relationship with 405 overseas banks by exchange of bilateral keys under SWIFT (Society for Worldwide Interbank Financial Telecommunication). It facilitates smooth and fast flow of communication in the international business. The SWIFT arrangement has enabled the Bank to give timely and efficient service to its NRI customer.

The total number of ‘B' category branches that deals in foreign exchange business is 39. Our Bank has the necessary infrastructure to render fast and efficient service relating to inward remittance and for crediting the beneficiaries accounts on receipt of the foreign currency funds in our Nostro accounts abroad.

Our International Banking Division, Chennai, provides information on Foreign Exchange market and market rates on the Bank's website to help the clients in knowing up to date information on forex. Our Bank is committed to increasing the Forex Business activities significantly for adding good revenues to the bank in the coming years. We have provided online Electronic trading platform named as TMBFXBRIDGE for concluding exchange rates to all our 39 authorised branches and direct view access to 47 of our forex customers. FX-Retail platform is provided to 11 of our Forex customers.

11. Branch Network

During the year 2021-22, due to the RBI restrictions, our bank did not add any new branch and the branch network of the bank continues to be at 509 branches. However, the bank added 9 new ATMs, 22 new CRMs. It has also added 52 new e-lobbies of which are 4 mobile e- lobbies. The Bank's ATM and alternate delivery channel network stood at 1,141 ATMs, 282 CRMs, 101 e-lobbies, covering 16 States and 4 Union Territories.

12. Human Resources Development

As on 31st March 2022, the Bank's total staff strength is 4,457 (including 38 contract employees) consisting of 1,932 Officers, 1,822 Clerks and 703 Supporting Staffs. During the Financial Year 2021-22, 220 regular employees and 14 contract employees were recruited and 352 employees were promoted.

The Business per employee has increased from Rs. 16.63 crore to Rs. 17.75 crore in the FY 2021-22.

The Bank is having an online e-learning Management System exclusively for all the staff members called TMB eSMART. Through TMB eSMART, we have conducted 16 online training sessions in varied banking subjects like Credit, Forex, Recovery, Information Security etc. 6,167 staff members had undergone those training programmes during FY 2021-22.

In addition to the above, we have tied up with reputed training institutions like SIBSTC-Bengaluru (Southern India Banks' Staff Training College), NIBM-Pune, IIBF- Mumbai etc. 381 staff members were trained in these leading institutions and also other institutions like IDRBT, Hyderabad, CAFRAL etc., during FY 2021-22.

Industrial relations in the Bank continued to be very cordial during the year with frequent interaction between the management and the Officers' and Employees' Associations and various staff welfare activities were undertaken during the year. The Bank continues to lay emphasis on developing the individual skills of its employees and providing a healthy and cordial working environment so as to get maximum contribution from the employees of the Bank.

There were no employees who were in receipt of remuneration above the limit prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 requiring the Bank to furnish a statement with particulars prescribed under the Act. Since the bank is an unlisted company disclosure of the details with regard to remuneration paid to its employees as referred to in sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is not applicable to it.

13. Inter Branch Adjustments

The Bank has continued to maintain a very good record in internal housekeeping. The core banking solution made it possible for the branches to balance all their accounts and the tally balances up to March 31 st, 2022. There was also timely submission and scrutiny of the control returns, which was given adequate importance at all levels with necessary follow up.

14. Internal Control and Inspection / Audit Risk Based Internal Audit system

The bank has put in place an effective and strong Risk Based Internal Audit (RBIA) System. During the financial year 2021-22, RBIA audits were conducted through e- audit Module in 480 branches (Totally 516 audits) of the bank. Submission of compliance reports and closure of audits are followed up through the respective regional offices. Besides, RBIA Audit has been conducted for 6 critical Departments (International Banking Division, Treasury Department, Compliance Department, CPC- Tirunelveli, CPC-Chennai and Service branch)

Credit Audit

For the year 2019-20, Credit Audits were conducted for 1,044 borrowal accounts pertaining to 197 branches. Final certificates were submitted for all the 1,044 borrowal accounts.

During the year 2020-21, Credit Audit has been conducted for 738 borrowal accounts in 140 branches. Final certificates were submitted for all the 738 borrowal accounts.

During the year 2021-22, Credit Audit has been conducted for 465 borrowal accounts in 154 branches. Out of 465 borrowal accounts, branches have submitted Final Certificate for 433 accounts.

Concurrent Audit System

The bank continued to have the system of Concurrent Audit through e-audit Module, which covered 189 branches and important departments. Concurrent Audit has been recognized as an important tool of internal control and is in force at major branches including all the 39 ‘B' category branches designated for forex business.

Further concurrent audit is implemented in the following important departments (11 Departments, 2 CPC's, 4 Currency Chests and Expense audit at other state regions) International Banking Division, Treasury Department, DPS Cell, Transaction Reconciliation at various divisions of ITD, Chennai Service branch, Accounts Department, Establishment Department, Planning and Development & Resource Mobilization Department, Expenses approval of ITD, Central Processing Centers at Chennai and Tirunelveli & all the four Currency Chest. Submission of compliance reports and closure of audits are followed up through the respective regional offices / departments.

Information System Audit

An Information System audit cell has been established under Inspection Department as per RBI guidelines. Information System audits were conducted at 480 branches along with Risk Based Internal Audit, 9 Departments and 12 Regional offices.

A process for continuous offsite monitoring (OFMS) is deployed by IS audit cell. Under a software tool based supervision process, certain key and vital areas are subjected to offsite monitoring.

Every year, critical Information systems deployed in our Bank like Core Banking System, E-Banking, Mobile banking, ATM, RTGS, Treasury, CTS clearing process, Server, SOC, HRMS and network infrastructure etc., are subjected to Information Systems audit by an external auditor.

Management Audit system

To assess the robustness of the systems and procedures established in various operational units in the Bank and to have an oversight on the effectiveness of the management, various departments at Head Office and all Regional Offices are subjected to Management Audit once in two years.

During the year 2021-22, Management Audits was conducted at 2 Regional Offices (Thiruvananthapuram Region and Mumbai Region) and 8 Departments (Operation and Service Department, Risk Management Department, Credit Audit Monitoring Department, Discipline and Fraud Monitoring Department, MIS Department, Human Resource Development Department, Establishment Department, Inspection Department and Accounts Department.

Revenue Audit

Offsite revenue audit was conducted in all the 509 branches. Out of which, no revenue leakage was observed in 5 branches and for the remaining 504 branches audit closure was ensured through their respective Regional Offices. A total leakage amount of Rs.1.00 crore was identified and recovered in the offsite revenue audit for the calendar year 2021. An appreciation letter has been sent to all the NIL revenue leakage branches.

15. Vigilance

The functions of the vigilance machinery of the Bank are broadly divided into 3 types, viz. preventive, predictive and punitive. The Vigilance Department undertakes a study of existing procedures and practices prevailing in the organization with a view to modifying those procedures or practices that provide scope for malpractice/fraud perpetrated by the staff members and also finding out the causes of delay and the points at which the delays occur and devising suitable steps to minimize delays at different stages. To educate the employees of the Bank, the Vigilance Department brings out various fraud awareness circulars and conducts training programmes periodically. As a part of creating awareness, ‘Vigilance Day1 is observed on the 31st of October every year.

The Vigilance Department plays a vital role in the implementation and follow-up of the directives and guidelines issued from time to time by Reserve Bank of India. Upon the directions of RBI, Vigilance Department has also formulated/implemented a Vigilance Policy from 13th July 2011 and the Policy was lastly reviewed on March 15, 2022. The ‘Whistle Blower mechanism is being actively encouraged as a tool for better governance.

16. Customer Service

Customer service is an important part of maintaining on going customer relationship, which is a key for continuous business growth and to retain the customer. The Bank is well known for its good, courteous and effective service to customer and constantly endeavouring to meet the expectations of the modem day tech-sawy customers by introducing new and innovative products for seamless digital experience.

As per the provisions of the Internal Ombudsman Scheme 2018, we have appointed Dr. D. Sivaguru as Internal Ombudsman and he took charge on 29.05.2019. The Internal Ombudsman examines customer complaints which are in the nature of deficiency in service on the part of the bank, that are partly or wholly rejected by the bank. As the banks shall internally escalate all complaints, which are not fully redressed, to Internal Ombudsman, the customers need not approach the Internal Ombudsman directly.

17. Technology Advancement:

Our Bank is taking various steps to provide technology- enabled products and services to customers by adopting latest techniques in technology. Banking Services are extended to our customers through Branches and ATMs by using multiple network technologies such as MPLS, Leased Line, VSAT, GSM and VPNoBB with redundant connectivity. As an alternative to traditional Branches / ATMs, the digital services are seamlessly offered to our customers without any disruption through various delivery channels viz. Internet Banking, Mobile Banking, AEPS, IMPS, UPI, Point of Sale terminals, Cash Deposit Kiosk, Passbook Printing Kiosk, Cheque Deposit Kiosk, Product Information Kiosk, WhatsApp Banking, CTS Positive Pay System, BBPS in Internet Banking, Green Pin in Internet Banking, Rupay Select Card, Enhanced Card Security for Debit Card Management, e-Mandate Authentication using Debit Cards and Internet Banking, etc.

The availability of the services of all the alternative delivery channels to our customers is ensured by way of active monitoring and attending to outages if any instantly.

Core Banking:

Our Bank has implemented "Finacle", the Core Banking Solution in all our branches. Core Banking Solution (Ver. 6.x) was implemented during 2001-02 and its major migration V7.0.25 was carried out during March 2014. At present, the Bank is in the process of migration to the next version of Finacle (Finacle 10.x). The Bank has 1,423 ATMs / CRMs as on 31st March 2022.

Recently we have upgraded network bandwidth of both primary and secondary links at branches and other offices to provide uninterrupted banking services through all type of delivery channels.

Internet Banking:

Our Bank has introduced the Internet Banking facility to customers during November 2008. Currently the eBanking facility has been extended to all our customers. We have also tied up with multiple Payment Gateway service providers for extending utility bill payment services to our customers. We have also introduced Corporate Net banking facility to our customers with maker / checker facility to bring in more security to the transaction initiated by corporate customers.

Facilities provided to customers through Internet Banking includes RTGS, NEFT, IMPS, Opening of Deposit Accounts, eCommerce transactions, online tax payment, online bills and utility services payment, scheduled payments, etc. One-time password (OTP) is provided as dual factor authentication to carry out transactions in a secured manner. Recently we have introduced Captcha in our Internet Banking application to differentiate login attempts made by Humans and Robotic software which would help to avoid DDoS attacks. Payments to TMB Credit Card dues and

Prepaid Card Top-up facility are also provided through Internet Banking. Also there are other facilities like offline statement, management of limit for debit card etc provided through Internet Banking.

Mobile Banking:

Mobile Banking facility has been enabled in Android Mobiles and Apple iPhones. Mobile Banking registrations can be done at any of our TMB ATMs and through Branches. By using mobile banking facility, customer can perform account/loan/deposit inquiry, transfer of funds (Within TMB/NEFT/IMPS), Deposit Opening, TNEB payment, Mobile Recharge, Cheque Book Issuance, ATM Card Blocking, Cheque Status Inquiry, etc.,

UPI:

Unified Payment Interface service is available for our Customers. They can download various UPI Certified Third Party applications like BHIM for Android mobiles and Apple iPhones. Customers can transfer funds, initiate Online Payments, pay using QR Codes, pay in BBPS (Bill Payments), initiate IPO transactions and more, by linking our Bank account into any of these Third Party applications.

Server Infrastructure

Bank's Server infrastructure is maintained at primary (DC - Chennai) and secondary (DR Site - Bengaluru) colocated Data Centres. We are having Physical, Virtual, Hyper Converged Infrastructure and dedicated Storage devices.

Hyper Converged infrastructure installed at our DC and DR locations which is a three node cluster arrangement. It provides high availability, high scalability, cost effective, improved workload performance and occupies less in space.

Storage Infrastructure was upgraded from SAS to Flash storage to get high performance in Core Banking Solution (Finacle). It is scalable for our future needs and high availability.

Security Infrastructure:

Bank is having Endpoint Detection and Response (EDR) system to protect our infrastructure from Malware and Ransomware attacks. Also, we have implemented Data Loss Protection (DLP) which facilitates to block / alert transmission of data based on sensitive keywords across intra / inter network infrastructure. We are also having Firewall, Intrusion Prevention System (IPS) and Intrusion Detection System (IDS) to protect our network from external threats accessing through internet.

Further, Bank has setup Security Operation Center (SOC) under the direct control of Information Security Department where the following tools / components are installed to monitor SOC operations.

1. Security Incident & Event Management (SIEM)

2. Database Activity Monitoring (DAM)

3. Privileged Access Management (PAM)

4. Web Application Firewall (WAF)

18. Product Innovation, New Products and Services Major initiatives during 2021-22:

• Introduced Flexi Current Deposit scheme

• Launched TMB New Mobile Bank Application

• Launched new loan product "TMB Rental 100"

• Launched new loan product "TMB Pharma and Health Care +"

• Launched Virtual ID facility

• We have made tie-up arrangement with vendor M/s.One 97 communications Pvt Ltd (Paytm) for supplying Android PoS terminals to our Customers.

• Introduction of VISA credit card namely "TMB Titanium Credit Card"& "TMB Platinum Credit Card"

• Introduced of Centralized Account Opening solution for New Savings Account - Individuals

• 100th E-lobby opened at Thoothukudi on the eve of our Centenary Founders' Day.

• During launch of Centenary year celebrations, the Finance Minister flagged off ‘Mobile Digilobby' vans (Mobile Digilobby vans are equipped with Cash Recycling Machine and ATMs. Customers can deposit and withdraw cash and update their passbooks in their door steps).

• Introduced Video KYC application for Savings Bank Account opening to resident individual customers at their convenient place.

19. Awards / Ratings obtained bv the Bank:

Our bank has received the following awards from PFRDA during the APY Review and Felicitation meeting held at Chennai on 04.10.2021

1 .APY - Leadership Capital(3.0) - Exemplary Diamond Award(JAN-FEB 2021).

2.APY - Big Belivers (3.0) -Award of Par Excellence(MARCH 2021).

V World HRD Congress awarded TMB Ltd., as SOUTH INDIA BEST EMPLOYER BRAND AWARDS 2021.

S State forum of Bankers' Clubs (SFBCK), Kerala awarded TMB Ltd., as SECOND BEST BANK AT NATIONAL LEVEL UNDER PRIVATE SECTOR CATEGORY FOR THE YEAR 2020- 21.

On our Centenary Year, we have reached the mile stone of ISO certification for 100 Branches / Departments, of which 48 Branches / Departments have received ISO certification during the FY 2021-2022.

External Rating:

During the financial year 2021-22, CRISIL renewed the rating for the Certificate of Deposit programme of the Bank for Rs.1,000 crores as A1 + (indicating "Very Strong" rating).

20. Risk Management

The Bank has a proactive approach towards Risk Management. Its risk philosophy involves developing and maintaining its banking activities within its risk appetite and regulatory framework.

The Risk Management Architecture of the Bank comprises of an Independent Risk Management Organizational structure at the Corporate level, Risk Management Policies, Risk Measurement Tools and Risk Monitoring and Management Systems. The Bank has a well-defined risk appetite statement and all the banking functions are dovetailed to the risk appetite statement.

The Board of Directors of the Bank is primarily responsible for laying down risk parameters and establishing an integrated risk management and control system. The Board of Directors is supported by a Subcommittee of the Board known as the Risk Management Committee of the Board (RMCB), which in turn is aided by the Asset Liability Committee (ALCO) and the Risk Management Committee of the Executives (RMCE). The executive level Committees are headed by the MD & CEO of the Bank. The Bank's RMCB reviews its Risk Management policies and recommends to the Board for approval. The Board also sets out limits taking into account the risk appetite of the Bank and the goals set.

Our Bank has been proactively conducting internal assessment of adequacy of capital, liquidity ratios and leverage ratios in accordance with Basel-Ill standards. The Bank's capital position is in compliance with Basel- Ill expectations, well above the minimum requirements.

21. Board of Directors

The Bank's Board as on March 31st, 2022 consists of 12 Directors, the composition of Board was:

S.No Name Sector Represented / Area of specialized knowledge
1 Thiru K.V Rama Moorthy Majority - Banking
2 Thiru A.Niranjan Sankar Minority sector
3 Thiru P.C.G. Asok Kumar Majority-SSI
4 Thiru S.R Asok Minority
5 Thiru C.Chiranjeeviraj Majority sector (Accountancy as well as Finance) (Independent Director)
6 Tmt S.Ezhil Jothi Majority - Corporate Law (Independent Director)
7 Thiru N.Gopal RBI Nominee
3 Thiru K. Nagarajan Majority - Law, Agriculture and Rural economy (Independent Director)
9 Thiru D.N.Nirrarjan Kani Minority
10 Thiru B.Prabaharan Minority sector (Independent Director)
11 Thiru S.B Suresh Kumar RBI Nominee
12 Thiru B.Vijayadurai Majority - Accountancy (Independent Director)

All Directors, other than Managing Director and CEO are non-executive Directors of the Board.

The composition of the Board of Directors is governed by the Banking Regulation Act, 1949 and the Companies Act, 2013. The Board comprises of 12 Directors as on 31.03.2022, with rich experience and specialized knowledge in various areas of relevance to the Bank, including banking, accountancy, small scale industry, agriculture, law and corporate law, etc., Except the MD & CEO, all other members of the Board are nonexecutive directors and five directors out of the total twelve directors are Independent directors. The declaration of independence has been obtained from the Independent Directors as required under the Companies Act, 2013. All the independent directors have registered their name in the databank of MCA.

The remuneration and other perquisites paid to MD & CEO and the sitting fees paid to other Non-Executive directors of the Bank during the financial year 2021-22 are disclosed in Corporate Governance Report.

22. Changes in the composition of the Board of Directors and other Key Managerial Personnel

Your Board reflects a balanced mix of experience and expertise across banking, financial markets, economy, risk management, finance, credit, information technology, human resource management, small-scale industries, agriculture, rural economy, and law.

During the year the following changes in the composition of the Board of Directors and Key Managerial Personnel has taken place in your Bank during 01.04.2021 to 31.03.2022

s. No. Name of Directors Designation Appointment / Retirement Resignation t Co-opted
1 Thiru K.V Rama Moorthy MD & CEO 04.09.2021 (Re-Appointment)
2 Thiru C. Sukumaran Chief Financial Officer 07.05 2021 (Deceased)
3 Thiru P. A. Krishnan Chief Financial Officer 03.08 2021 (Appointment)

23. MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER (MD & CEO)

During the year, Shri. K.V.Rama Moorthy (DIN 07034994) tenure came to end as the Managing Director & CEO of the Bank at the end of business hours on September 03, 2021, upon completing 3 + 1 years, in accordance with the tenure approved by the Reserve Bank of India. Shri. K.V.Rama Moorthy has provided outstanding leadership and has contributed significantly to enable the Bank to achieve phenomenal heights. Considering the contribution of MD & CEO to the growth of the Bank in these years under challenging business environment, the Board of Directors has recommended his continuation in the office for a further period of one year till 03.09.2022 and the same was approved by RBI vide its letter dated 29.06.2021.

24. Appointment of independent directors

Thiru K. Nagarajan (DIN: 02274426), Thiru B.Vijayadurai (DIN: 07403509), Thiru C.Chiranjeeviraj (DIN : 08730382), Tmt S.Ezhil Jothi (DIN : 07772888) and Thiru. B.Prabaharan (DIN 00209875) are the Independent Directors of your Bank.

Thiru K. Nagarajan (DIN: 02274426) and Thiru B.Vijayadurai (DIN: 07403509) have been appointed / ratified as Independent directors of your Bank for a term of 5 years in the last Annual General Meeting held on 28.10.2020 w.e.f 19.01.2018 till January 18, 2023.

Thiru C.Chiranjeeviraj (DIN : 08730382), Tmt S.Ezhil Jothi (DIN : 07772888) and Thiru. B.Prabaharan (DIN : 00209875) has been re-designated as Independent Directors of your Bank in the Board meeting dt.16.07.2021 and 03.08.2021 respectively, subject to your approval in the ensuing Annual General Meeting, to comply the listing requirements and RBI guidelines.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted the declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder. There has been no change in the circumstances affecting their status as Independent Directors of the Bank. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Bank.

25. Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, the Bank has appointed Tmt. S. Ezhil Jothi (DIN: 07772888) as Woman Director on the Board of the Bank.

26. Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

(a) In the preparation of the annual accounts for the financial year ended March 31st, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) We have selected the accounting policies and applied them consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year 2021-22 and of the profit of the Bank for the year ended that day;

(c) We 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;

(d) We have prepared the annual accounts for the financial year ended on March 31st, 2022, on a going concern basis;

(e) We have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. Details of contracts or arrangements with related parties

During the year under review, the bank has not entered into any significant material transactions with related parties, which could lead to potential conflict of interest, other than transactions entered into in the ordinary course of business. As such disclosure in Form AOC-2 is not applicable. However, for better corporate governance, even the transactions entered into by the Bank with related parties in normal course of business were also placed before the Audit Committee of the Board or the Board for their approval / ratification / information.

28. Board Level Performance Evaluation

The Companies Act, 2013 stipulates evaluation of the performance of the Directors of Board and its Committees. In terms of the said provisions, the formal performance evaluation of the directors has been done.

The Committee of Independent Directors at their separate meeting evaluated the performance of MD & CEO, Non-Independent Directors and the Board as a whole. The Board evaluates the performance of the Independent Directors, wherein the director who were evaluated had abstained during the evaluation. The Board also evaluated the performance of Board level committees.

29. Bank's policy on directors' appointment and remuneration

The Bank has a Board approved compensation policy which deals with the compensation & benefits of the senior executive of the Bank and Managing Director & CEO.

As a banking company, the bank is required to have not less than fifty-one percent of its directors, fulfilling the specified eligibility criteria referred to in Section 10 A (2) of Banking Regulation Act, 1949. Further, for determining the independence of directors the Bank strictly follows the criteria laid down in sub-section (6) of Section 149 of Companies Act, 2013.

The remuneration of the MD & CEO is recommended by the Nomination & Remuneration Committee (NRC) to the Board for approval after considering the factors prescribed under the Compensation Policy. The Board considers the recommendations of NRC and approves the remuneration, modifications, subject to shareholders' and regulatory approvals.

Pursuant to the recommendation made by the Nomination and Remuneration Committee of the Board and the Board of Directors the remuneration payable to MD & CEO is approved by RBI vide its letter Ref.No.DOR.GOV.No.S4853 / 08.55.001 / 2021-22 dated 01.04.2022.

The other non-executive directors are paid only sitting fees for attending the meetings of the Board and its Committees. None of the directors including the MD & CEO receives any profit linked remuneration. The sitting fees payable to the non-executive directors has been increased to Rs.50,000/- for Board Meeting and Rs.25,000/- for Committee Meetings during the year 2021-22

30. Board/Committee meetings

The Bank's Board met 18 times, and its sub-committees including the Committee of Directors held a total of 80 meetings during the year 2021-2022. The date of Board meetings conducted are as detailed below:

Version - II - 06.05.2022

SI.No Date of Board Meeting
i. 17.04.2021
2. 27.04.2021
3. 29.05.2021
4. 23.06.2021
5. 16.07.2021
6. 03.08.2021
7. 18.08.2021
8. 07.09.2021
9. 28.09.2021
10. 16.10.2021
11. 28.10.2021
12. 10.11.2021
13. 04.12.2021
14. 29.12.2021
15. 31.01.2022
16. 16.02.2022
17. 15.03.2022
18. 28.03.2022

The details of attendance of each Director at the Board meetings and Committee meetings held during the period from 1st April 2021 to 31st March 2022 are given below:

Directors Name No of Board meetings held No Board meetings attended No Of Committee Meetings held No Of committee meetings attended
Thim K.V Rama Moorthy 18 17 56 55
Shri.A.Niranjan Sankar 18 18 25 25
Shri.S.R.Ashok 18 18 47 47
Shri.P.C.G.Asok Kumar 18 17 36 32
S h ri. C. Chi ra n j ee vi raj 18 14 20 19
Smt.S.Ezhil Jothi 18 17 15 15
Shri.N.Gopal 18 18 26 26
Shri.B.S Keshava Murthy 6 6 16 16
Shri.K.Nagarajan 18 18 47 47
Shri.D.N.Nirranjan Kani 18 18 38 38
Shri.B.Prabaharan 18 18 18 18
Shri.S.B.Suresh Kumar 18 17 25 25
Shri.B.Vijayadurai 18 18 59 59

31. Audit Committee

The Audit Committee of the Board is chaired by Thiru B. Vijayadurai, who is a Chartered Accountant and an independent director. The other members of the committee are Thiru C.Chiranjeeviraj (Independent Director), Thiru K. Nagarajan (Independent Director) and Thiru N.Gopal, Thiru S.B Suresh Kumar (RBI Nominee Directors). The constitution of the Committee is in compliance with the regulatory requirements. The terms of reference of the Audit Committee are as per the Companies Act, 2013 and RBI guidelines.

32. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted with three directors as its members including two independent directors and is in compliance with the requirements of Section 178 of the Companies Act 2013 and RBI guidelines. The Nomination and Remuneration Committee of the Board is chaired by Thiru K. Nagarajan, who is a practicing Advocate in Hon'ble High Court of Madras and an independent director. The other members of the committee are Thiru B. Vijayadurai (Independent Director) and Thiru Niranjan Sankar (Non-executive Director). The Nomination and Remuneration policy as recommended by the Nomination and Remuneration committee and approved by the Board is available in Bank's website. The link is given below:

https://www.tmb.in/Remuneration-Dolicv.aspx

33. Corporate Social Responsibility (CSR)

Committee and Stakeholders Relationship and Capital Planning Committee

The Bank has re-constituted the Corporate Social Responsibility Committee of the Board in pursuance to the requirements of Section 135 of Companies Act, 2013. The CSR Committee met four times during the year under review. The Stakeholders Relationship and Capital Planning Committee of the Board were constituted in pursuance of the requirements of Section 178 of the Companies Act, 2013.

34. Annual General Meetings

The two overdue Annual General Meetings of the Bank, i.e., the 98th to 99th AGMs (pertaining to financial year ending 31st March 2020 and 2021 in that order), has not been materialised so far because the Bank application before the Division Bench of Hon'ble High Court of Madras for holding the AGMs are pending. The Hon'ble Court passed an order dt.22.04.2022, and clarified that the Bank is at liberty to conduct the Annual General Meetings in accordance with law, adopting the guidelines formulated by the Ministry of Corporate Affairs, Government of India. Accordingly, your Bank is in process of conducting the AGMs.

35. Corporate Governance

The Bank's Corporate Governance philosophy is woven around its total commitment to ethical practices in the conduct of its business, while striving hard to enhance the stakeholders' value. Your Bank has endeavoured to adopt the best corporate governance practices across the spectrum of its activities. It also adheres to the principles of transparency and accountability in transactions, disclosure of information, integrity, social responsibilities and statutory compliance. The Bank has followed the directions and guidelines issued by RBI from time to time regarding Corporate Governance. Further, the Bank also adheres to its time tested traditional values based on business ethics and contribution to society as a principle.

It has also complied with the various requirements of the Companies Act, 2013 with regard to corporate governance.

The Bank has set up the following committees of the Board for focused governance in the important functional areas and for effective control of the affairs of the Bank.

S.No, Name of the Committee
1. Management Committee
2. Information Technology Strategy Committee
3. Audit Committee
4. NPA Monitoring Committee
5. Fraud Monitoring Committee
6. HRM Committee
7. Disciplinary Committee (Appellate Authority for Officers)
8. Risk Management Committee
9. Nomination and Remuneration Committee
10. Corporate Social Responsibility Committee
11. Stakeholders Relationship and Capital Planning Committee.
12. Independent Directors Committee
13. Review of Wilful Defaulters Committee

The Bank has been exhibiting its keenness to attain and maintain high standards in corporate governance by constituting various committees, both mandatory and non-mandatory, to guide the bank in crucial aspects of banking business. As a mark of its urge to embark on the path of excellence in corporate governance, the Bank has chosen voluntarily to selectively adhere to the provisions of SEBI (Listing obligations and Disclosure requirements) Regulations, 2015. The Bank considers shareholders' rights as paramount and takes all efforts to protect that right as well as facilitate the participation of shareholders to exercise the rights.

36. Compliance Function

The bank has embraced compliance as a part of good governance and not for purely meeting the regulatory requirement. Hence, the Bank has institutionalized a strong compliance culture and mechanism across the organization, founded on the principles of transparency and trust by involving all the stakeholders. The Bank has a dedicated Compliance Department headed by Deputy General Manager for ensuring regulatory compliance, across all its businesses and operations. The key functions of this department includes, dissemination of key regulatory updates affecting the various business verticals of the Bank, review of processes from a regulatory compliance perspective, provide guidance on compliance-related matters, among others.

37. Compliance with the provisions of Companies Act. 2013

The Bank has complied with all the provisions of the Companies Act, 2013 to the extent that are applicable to the Bank. Due to non-conduct of 98th & 99th AGM of the Bank, the Bank is unable to comply with the Provisions of Section 96 of the Companies Act and the related provisions on AGMs.

38. Internal Auditors

The Bank is required to appoint an internal auditor as per the requirements of Section 138 of the Companies Act, 2013, who should either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit on the functions and activities of the Bank.

As the Bank already has concurrent auditors, internal inspecting officers, compliance department etc. pursuant to the various requirements applicable to a banking company, performing all the activities expected to be done by the Internal Auditors, the functions of internal audit is already enabled. Hence the requirement of internal audit is deemed to be complied.

39. Statutory Auditors

The Board of Directors has recommended the appointment of M/s.Suri & Co, Chartered Accountants, Chennai (Firm Registration No. 004283S) and M/s.Abarna & Ananthan, Chartered Accountants, Bangalore (Firm Registration No. 000003S) as the Joint Statutory Central Auditors of the Bank for the year 2021- 22. Reserve Bank of India vide its letter dated 14.06.2021 has approved the same subject to the approval of members at the Annual General Meeting.

The proposed Auditors have confirmed their eligibility to be so appointed in terms of Section 141 of Companies Act, 2013.

40. Comments on Auditors' Report

The Notes on Accounts and the Significant Accounting Policies referred to in the Auditor's Report and forming part of the annual accounts and the references made by the Auditors in their Report are self-explanatory. The Auditors have not made any observations or adverse comments warranting any explanation on the part of the Board as referred to in Section 134 (3) (f) of the Companies Act, 2013.

41. Details in respect of frauds reported bv auditors

There was no fraud reported by auditors under subsection (12) of section 143 of the companies Act, 2013.

42. Secretarial Audit

As the Bank is a public company having a turnover of more than Rs.250 crores, in terms of Section 204 of Companies Act, 2013, Secretarial audit has to be conducted and a report as prescribed in Form MR-3 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be annexed to this report.

The Bank had appointed M/s. V Suresh Associates, Practicing Company Secretaries, Chennai as its Secretarial Auditors to conduct the secretarial audit of the Bank for the FY 2021-22. The report of the Auditor is annexed as Annexure II.

There are no material remarks or observations in the report which require any explanation on the part of the Board, the observations made by the Secretarial Auditor are self-explanatory.

43. Compliance to Secretarial Standards

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and adopted by MCA have been complied by the Bank.

44. Funding sources of renewable energy

The Bank has been supporting and financing various activities for development of alternative energy generation. The Bank recognizes wind and solar energy as main sources of best renewable and pollution free energy throughout the year and considers funding these initiatives as its contribution towards the worldwide effort against global warming. Accordingly, bank encourages setting up of solar panels by financing solar energy generation plants. The Bank has also taken various steps to conserve energy in its own premises, by establishing solar plant in 18 branches and has planned for 6 more branches to be equipped with solar plant during the financial year 2022-23.

45. Corporate Social Responsibility

As stated elsewhere, the Bank has constituted a Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy. The policy document is available on the Bank's website. The disclosure in respect of the CSR activities of the Bank as required to be made as per the Companies (Corporate Social Responsibility) Rules, 2014 is given in Annexure III.

As per Section 135 of the Companies Act 2013 and Rules thereunder, the total amount to be spent is Rs.11.85 crores for the Corporate Social Responsibility activities for the financial year 2021-22 and the bank has spent Rs.11.88 crores.

46. Extract of annual return

Extracts of Annual Return Pursuant to provision of sec 134(3)(a) and sec 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March 2022 is given as Annexure IV of this report and also uploaded in Bank's website. The same can be accessed at https://www.tmb.in/Annual- Return.aspx

47. Number of cases filed, if any, and their disposal under Section 22 of the Sexual Harassment of Women at Workplace /Prevention. Prohibition and RedressaO Act. 2013

The Bank has zero tolerance towards any act on the part of any executive / employee which may fall under the ambit of ‘Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every woman working in the Bank. The Policy provides for prevention and protection against sexual harassment of women at workplace and for and redressal of such complaints. All the employees (permanent, contractual, temporary or trainee) are covered under this policy.

• Number of complaints pending as at the beginning of the financial year - Nil

• Number of complaints filed during the financial year - Nil

• Number of complaints pending as at the end of the financial year - Nil.

48. Transfer of Equity Shares to Investor Education and Protection Fund /IEPR Authority.

Pursuant to the applicable provisions of Section 124(6) of the Companies Act, 2013 all equity shares in respect of which dividend has / have remained unpaid or unclaimed for consecutive seven (7) years, the corresponding equity shares have been transferred in the name of IEPF Authority as notified by the Ministry of Corporate Affairs, Government of India (MCA). The MCA has also notified the applicability of Section 124(6) along with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 with effect from September 7, 2016 and Notification dated February 28, 2017 issued in this regard (Collectively the "IEPF Rules"). As per said IEPF Rules, companies are required to transfer the equity shares to IEPF Authority where seven years as provided under Section 124(5) of the Companies Act, 2013 have been completed and upon completion of 3 months from the date of the notification as stated hereinabove. In compliance with the aforesaid provision on November 30, 2017, your Bank has transferred 65,862 equity shares during the year ended March 31, 2022, to IEPF account on 23.07.2021 and 14.02.2022 respectively.

As required under the said provisions all subsequent corporate benefits that may accrue in relation to the above shares will also be credited to the said IEPF Authority. As per the terms of Section 124(6) of the Companies Act, 2013 and the Rule 7 of the IEPF Rules, the shareholders whose corresponding equity shares stand transferred to IEPF account can claim those shares from IEPF Authority by making an online application in Form IEPF 5 which is available at httD://www.ieDf.aov.in.

Unclaimed Dividends

As per the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Bank is statutorily required to transfer to the Investor Education & Protection Fund (IEPF) all dividends remaining unclaimed for a period of seven (7) years from the date they became due for payment. Dividends of Rs. 1,04,86,800/- for and up to the financial year ended March 31, 2014 have already been transferred to the IEPF.

49. Strictures and Penalties

RBI issued a show cause notice No.EFD.CO.SCN.No. 144/02.02.011/2020-21 dated

16.12.2020 intimating that Bank has not complied with directions issued by RBI on Cyber Security Framework in Banks. Personal hearing was conducted by RBI with the Bank on 03.02.2021. In continuation to this, a penalty of Rs.1 crore has been levied by the RBI vide its order dated 20.05.2021 and the same was paid on 01.06.2021.

A Penalty of Rs.45,600/- charged by RBI under Scheme of Incentives and Penalties for Bank Branches including Currency Chests during the period from 01.04.2021 to 31.03.2022.

A penalty of Rs.60,000/- levied by RBI under the scheme of penalty for Non-replenishment of ATM (DCM (RMMT) No.S153/11.01.01/2021-22) dated August 10, 2021, vide their order dt. 30.03.2022).

50. Requirement for maintenance of cost records

The cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, are not required to be maintained by the Bank.

51. Details in respect of frauds reported by auditors under Section 143 (12)

During the year under review, no instances of fraud committed against the Bank by its officers or employees were reported by the Statutory Auditors and Secretarial Auditor under Section 143 (12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors of the Bank.

52. Others

As the Bank is not engaged in any activity relating to conservation of energy and technology absorption, such particulars are not required to be furnished under subsection (3)(m) of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014.

1. The statement containing particulars of the employees as required under Section 197(12) of the act read with rule 5(2) of the companies (Appointment of Managerial Personnel) Amendment Rules, 2016.m,

2. Top ten employees in term of remuneration drawn - Annexure -1

3. Secretarial Audit Report - Annexure - II

4. Annual Report on CSR Activities - Annexure - III

5. Form No.MGT-9 - Annexure - IV

53. Acknowledgment

The Board acknowledges and places on record its appreciation for the valuable patronage, co-operation and goodwill received by your Bank from customers, fellow bankers, financial institutions and Non-Resident Indians. The continued support and co-operation of the employees and customers have been a constant source of strength for the Bank in all its endeavours.

The Board also acknowledges and places on record its gratitude to Reserve Bank of India and other regulatory authorities, the Government of India and State Governments for their continued guidance and support.

The staff members of the Bank have been working with dedication and deep commitment. Teamwork at every level, well supported by appropriate technology architecture, has been the hallmark of the Bank's performance. The Board places on record its appreciation for the excellent contribution made by each and every member of the staff, who has made our achievements possible through the years, and is confident that such contribution from the staff will continue in the coming year.

54. Conclusion

This year has been a very momentous year for the Bank. The Bank has celebrated its 100th year of existence, which in itself is a wonderful achievement. Added to the significance of the event, the celebrations was inaugurated by the Finance Minister of India Hon'ble Tmt. Nirmala Sitharaman, who spoke about the Bank in glowing terms.

The industry was facing the economic impact of the country coming out of the pains of the pandemic. Strengthened by the support given by the Government of India and the RBI who came up with various schemes to support the floundering businesses, the activities started happening and slowly all industries beginning to improve its revenues. Banks in general and your Bank in particular was ready to support the MSME sector by implementing the schemes introduced by the government and the regulator. The Bank has moved cautiously forward in growing its business and ensuring that the Bank reports good financials.

Your Bank looks to the future with great hope and confidence bom out the fact that the Bank has weathered many storms in its journey of hundred years and with the experience gained will be able to look forward to the next 100 years with renewed strength stemming from the trust of the customers and protected by the loyalty of its staff.

   

Tamilnad Mercantile Bank Ltd Company Background

Balasubramanian VijayaduraiK Venkata Rama Moorthy
Incorporation Year1921
Registered Office57 Victoria Extension Road,
Thoothukudi,Tamil Nadu-628002
Telephone91-461-2325136,Managing Director
Fax
Company SecretaryPrakash Chandra Panda
AuditorG Balu Associates LLP
Face Value10
Market Lot1
ListingBSE,NSE,
RegistrarLink Intime India Pvt Ltd
C-101 247 Park ,L B S Marg ,Vikhroli West ,Mumbai-400083

Tamilnad Mercantile Bank Ltd Company Management

Director NameDirector DesignationYear
K Venkata Rama MoorthyManaging Director & CEO2022
Niranjan Sankar AnnamalaiNon Executive Director2022
Ashok Shanmugam RajendranNon Executive Director2022
P C G Asok KumarNon Executive Director2022
Dhanushkodi N Nirranjan KaniNon Executive Director2022
BALAKRISHNAN PRABAHARANIndependent Director2022
Chiranjeevi Raj C.Independent Director2022
Shivavel Ezhil JothiIndependent Director2022
Nagarajan KandavelIndependent Director2022
Balasubramanian VijayaduraiPart Time Chairman2022
B S keshava MurthyIndependent Director2022
Babu Suresh Kumar S.Nominee (RBI)2022
Natarajan GopalNominee (RBI)2022
Prakash Chandra PandaCompany Secretary2022

Tamilnad Mercantile Bank Ltd Listing Information

Listing Information
BSEIPO

Tamilnad Mercantile Bank Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Interest/disc on advance/billsRs.0002701.0947
Income on Investments Rs.000710.0834
Interest on balance with RBI Rs.00040.2288
Others Rs.00014.7048

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