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Punjab & Sind Bank.

BSE: 533295 Sector: Financials
NSE: PSB ISIN Code: INE608A01012
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VOLUME 54726
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OPEN 25.41
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VOLUME 54726
52-Week high 44.65
52-Week low 12.50
P/E 14.47
Mkt Cap.(Rs cr) 17,365
Buy Price 25.50
Buy Qty 200.00
Sell Price 25.62
Sell Qty 200.00

Punjab & Sind Bank. (PSB) - Director Report

Company director report

The Board of Directors has the pleasure of presenting the 12th Annual Report of theBank together with the Balance Sheet as on 31st March 2022 and the Profit and Loss Accountfor the year ended 31st March 2022.

MANAGEMENT DISCUSSION AND ANALYSIS

The COVID-19 pandemic that started in 2019 has been the first of its kind the world haswitnessed in the 21st century. We all learnt to live with the Covid and faced threewaveswith self-belief and courage.

Central Banks and Governments around the world have taken structural and financialreforms to save their economies. Banks especially public sector banks played a major rolein carrying forward and implementing the policies announced by the Government and centralbank.

In this unfavourable situation our bank's performance was remarkable and achieved anet profitof Rs.1039 crore.

The positive bankresults are possible only with the contribution of each and every one.

GLOBAL OUTLOOK:

At present economies around the world are facing multiple risks like geopoliticalconflicts supply disruptions and mounting commodity prices especially of food andenergy which have fuelled inflationary pressuresaround the World.

Global financial conditions are a bit fragile with the global uncertainties liquiditytightening higher inflation and rising interest rates. Financial stability risks haverisen on several fronts even though so far no global systemic event affecting financialinstitutions or markets hasmaterialized.

In many countries inflation has become a central concern. In some advanced economiesincluding the United States and some European countries it has reached its highest levelin more than 40 years. Central banks are facing a challenging trade-off between fightingrecord-high inflation and safeguarding the post-pandemic recovery at a time of heighteneduncertainty about prospects for the global economy. Bringing inflation back down to thetarget and preventing an unmooring of inflation expectations require a delicate act ofremoving accommodation while preventing a disorderly tightening of financial conditionsthat could interact with financial vulnerabilities and weigh on growth.

Central banks of major economies around the world have started policy normalisation tolower the inflation rate but the ongoing geopolitical tension disrupted the global supplychains and has increased input cost pressure. The resurgence of COVID-19 infections insome major economies and the associated lockdowns run the risk of further aggravating theglobal supply bottlenecks and input costpressures.

With the invasion and rising interest rates in developed economies capital outflowsincreased markedly from emerging market and developing economies. Tightening financialconditions net importers of commodities is putting downward pressure on the currencies ofthe most exposed countries to the developed economies.

Going forward rising inflation expectations prompts a more aggressive tighteningresponse from central banks in emerging markets and developing economies.

International Monetary Fund (IMF) in its World Economic Outlook April 2022 projected aslowdown in global growth from an estimated 6.1% in 2021 to 3.6% in 2022 and 2023.Inflation is projected on the higher side with rising commodity prices and supply-chainbottlenecks it is projected at 5.7 % in advanced economies and 8.7 % in emerging marketand developing

economies for 2022.

Global growth momentum can be regained with multilateral efforts like maintainingglobal liquidity opening economic activities following pandemic protocols and end of thewaras early as possiblewith bilateral talk.

Domestic Outlook:

The Indian economy is not immune to negative externalities. The surge in commodityprices is already posing inflation risks and forcing RBI to policy normalization andleading to a rise in interest rates inthe system.

Domestic growth momentum slowed down a bit in Q3 of FY21-22 with the emergence of theOmicron variant in January 2022 but Growth momentum picked up in February itself. RBI inits Monetary Policy Statement April 2022 projected real GDP growth of 7.2% in FY2022-23(revised from 7.8%). IMF in its World Economic Outlook April 2022 report has slashed itsforecast for India's gross domestic product growth to 8.2 % from 9% for 2022 saying thathigher commodity prices will weigh on private consumption and investment. Even though thegrowth forecast was reduced India is still the fastestgrowing major economyin the World.

With the third wave behind us and with the removal of all restrictions alongside abroadening of vaccination coverage economic activity is returning to speed. Most sectorsof the economy are reaching or have exceeded pre-pandemic levels. Notably bank credit hasgathered pace and the job market is gathering steam. There is acceleration in the traveland hospitality sectors. The construction and real estate sectors havealso registered apick-up.

Indian economy is expected to expand in FY 2022-23 with rise in rural and urban demandfinancial sector resilience robust export and remittancesand higherGovernmentcapitalexpenditure.

BANKING SECTOR:

Banking sector successfully overcame the second wave and third wave related risks in2021-22. This is possible because banks entered the pandemic with relatively strongbalance sheets higher levels and quality of capital and ample liquidity. Timely measurestook bygovernmentsand centralbanks to support the economy alsohelped the banks to facethepandemic.

Bank's Credit growth and asset quality improved with the growth in key sectors. Creditoff-take picked up during 2021-22 with the gradual return of normalcy after the pandemic.

Banks entered the financial year 2022 -23 with risks like geopolitical tensions inputprice inflation the spike in crude oil and a global rate hike cycle which could put somepressure on growth / NIMs in the near term.

During the financial year 2022-23 the banking sector may register double-digit creditand deposit growth with the green shoots in the economy provided geopolitical risk ends.

WORKING RESULTS:

Highlights of Bank's financial performance are given below:

• Total business of the Bank increased by 5.25% reached at Rs.172524.10 crore ason 31.03.2022 from Rs. 163919.35 crore as on 31.03.2021.

• CASA deposits increased by 9.51% on Y-o-Yand stood at Rs.34528.42 crore as on31.03.2022 as compared to Rs. 31530.39 crore as on 31.03.2021.

• Total deposits of the Bank stood at Rs.102137.10croreason 31.03.2022 as comparedto Rs. 96108.18 crore as on 31.03.2021. The average costof deposits ofthe bank stood at4.28%(FY 2021-22) ascomparedto5.06% (FY2020-21) in previous year.

• Bank's Advances registered a growth of 3.80% from Rs. 67811.17 crore as on31.03.2021 to Rs.70387.09 crore as on 31.03.2022. The average yield on Advances stood at7.20% (FY 2021-22) as compared to 7.78% (FY 2020-21) during the last year.

• Total Priority Sector Advances increased from Rs. 28228 Crore (43.95% of ANBC)as on 31.03.2021 to Rs.31178 crore (50.20% of ANBC) as on31.03.2022 registering a growthof 10.45 %. Bank has also surpassed regulatory lending target of 40%.

• Retail Lending portfolio of the Bank grew to Rs.11737 crore as on 31.03.2022 andregistered a growth of 15.29 % over the previousyear(Rs. 10180crore).

• The percentage of Retail credit (Rs.11737 crore) to Gross Advances (Rs.70387crore) was 16.68 % as on 31.03.2022 compared to 15.01% as on 31.03.2021.

• MSME Credit grew by 13.25% from Rs. 11497 crore as on 31.03.2021 to Rs. 13021crore as on 31.03.2022. The share of MSME Credit to total Advanceswas 18.5%ason31.03.2022.

FINANCIAL PARAMETERS:

• Operating profit stood at Rs.1330.09 crore as on 31.03.2022 against Rs. 772.03crore as on 31.03.2021.

• Net profit stood at Rs. 1039.05 crore as on 31.03.2022 as compared toa Net Lossof Rs. 2732.90 crore as on 31.03.2021.

• Return on Assets(ROA) stood at 0.85%(FY 2021-22) as compared to that at (-2.55)%(FY 2020-21).

• The Net Worth ofthe Bank stood at Rs.5051.90 crore as compared to Rs. 5126.25crore as on 31.03.2021.

• Capital Adequacy Ratio (Basel III) of the Bank is 18.54 % as on 31.03.2022against the minimum stipulated requirement of 10.875%.

• Gross NPAs of the Bank is Rs. 8564.82 crore (12.17%) as on 31.03.2022 ascompared to Rs. 9334.00 crore (13.76%) as on 31.03.2021

• Net NPA ofthe Bankis Rs.1742.27 crore as on 31.03.2022 as compared to Rs.2461.95 crore as on 31.03.2021.

• Net NPA percentage improved to2.74% as on 31.03.2022 from 4.04% as on 31.03.2021

• The Board of Directors ofthe Bank has recommended a dividend of Rs.0.31 perequity share (i.e. 3.1%) of face value of Rs.10/- eachto the Shareholdersfortheyear2021-22 subject totheapprovalof the Shareholdersat the AGM.

The Financial performance of the Bank for the year 2021-22 is summarized below:

(Rs. Crore)
Particulars 2021-22
Net Interest Income 2651.32
Non-Interest Income 959.38
Operating Expenses 2280.61
Operating Profit 1330.09
Provisions / Contingencies 291.04
Net Profit 1039.05
Earnings per share (Rs.) 2.56
Book Value per share (Rs.) 7.54

Key Financial Ratios for the year 2021-22 are as under:

(Percentage - %)
Particulars 2021-22
Yield on Advances 7.20
Yield on Investments 6.69
Cost of Deposits 4.28
Net Interest Margin 2.80
Cost to Income Ratio 63.16

Capital and Reserves:

During the financial year 2021-22 Government of India infused Rs.4600.00 crore towardspreferential allotment of Equity shares. Accordingly the bank has allotted 2725118483equity shares of Rs.10/- each fully paid up at an issue price of Rs.16.88 (including apremium of Rs.6.88 per equity share) consequently the Government of India's holding inthe bank has increased to 98.25% as on 31st March 2022.

Date of issue No. of shares Price Amount (Crores) Details
31.03.2022 2725118438 16.88 ( including premium of Rs. 6.88 per equity share) 4600 Preferential issue to the Govt. of India

Capital Adequacy

• As per the Basel III framework the Bank's Capital Adequacy Ratio is 18.54%which is higher than the regulatory requirement of 11.50%

• Details of Capital Adequacy (BASEL III) are:

(Rs. In Crore)

Particulars

BASEL-III

31.03.2021 31.03.2022
CET 1 CRAR 6243 12.05% 6307 12.77%
ATI CRAR 1000 1.93% 1000 2.03%
TIER I Capital 7243 13.98% 7307 14.80%
TIER II Capital 1598 3.12% 1849 3.74%
Total Capital 8841 17.06% 9156 18.54%
Risk Weighted Assets 51790 49381

Business Initiatives:

During the current financial year Bank has implemented various initiatives to enhancecustomer convenience and boost its compettve edge. Some of the important among them are:

• Bank has on-boarded its 13 credit schemes on National Portal for CreditLinked Government Schemes an initiative taken by the Department ofFinancialServices(DFS) forfaster credit decisionsand better monitoring through reports.

• The bank has started a Co-lending arrangement with Non-Banking FinancialInstitutions for MSME-LAP and Housing Loan (PS).

• Bank has started IVR(Interactive Voice Response) facilitesfor:

i) Cheque status ii) Card Hotlistng iii) MiniStatement up to last 5 transactons

• Bank has implemented "Unified Dispute & Issue Resolution"(UDIR) funct onality for UPI.

• Bank has migratedall the ATMstoEMV for enablingthe acceptance of cardplus PIN transactons.

• Bank has implemented SMS Alert services on remote On-Us transactons toprovide nearby PSB ATM Machine details to Cardholder.

• Facility to switch on /off and set/modify transaction limits (within theoverall Debit card limit set by the bank) for all types of transactons - domestc andinternatonal at PoS / ATMs / online transactons / contactless transactons etc. isprovided through PSBUnICApp/Web toenhance Security of Card Transactons.

• Bank has enabled the acceptance of Rupay Domestic Cards at POS terminalsat NETS network in Singapore & ATM POS and ECOM at RMA network in Bhutan.

• Dispatch of Personalized Debit Cards directlyto the customer's address.

• The Bank adopted a Multi-Media Strategy to advertise and build up itsimage in public. Besides publicity through print outdoor and electronic media the Bankhas been using social media platforms likeTwitter Facebook Instagram Youtube andLinkedInto advertise its productsand schemes.

To offer a full range of services to customers Bank has added the following productsand services during the year to its existing

bouquet:-

PSB SMART Salary Account for salaried employees oflower-incomebracketi.e. below Rs.25000/-.

• Special Home Loan product for Defence personnel (PSB Apna Ghar-withattractive features including concession in ROI.

PSB Aarogyam scheme for financing various stakeholders engaged inhealthcare activities for meeting their working capital requirement and acquisition offixed assets.

• Separate scheme "PSB E-Vahan" for the financing of ElectricCar. The scheme covers the purchase of a new electrical car (e-vehicle) and reimbursementof the cost of a new electrical car (vehicle should not be older than 3 months from thedate ofinvoice)

• Special scheme for One Time Settlement of NPA (Doubtful 2 Doubtful 3 &Loss) and TWO Accounts with Book Outstanding up to Rs.5.00Cri.e. PSBRinSamadhanScheme2022.

• New OMNI Solution (common platform for Internet Banking Mobile Banking andUPI) "PSB UnIC" and "PSB UnIC Biz" for retail andcorporate customers.

Chat-Bot facility for customers. It assists customers in resolving theirqueries related to the bank's various services/information.

Scheme for Financing Solar Power Projects Under PM KUSUM for setting updecentralized ground-mounted grid-connected solar power plants/procuring necessary gadgetsfor individual plant sizes up to 2 MW (Component A). The scheme also providescollateral-free credit for the portion other than a subsidy to the beneficiaries under PMKUSUM (Components Band C).

Loan Guarantee Scheme for Covid Affected Sectors (LGSCAS) for providingfinance to eligible projects in the healthcare sectorwith guarantee coverage from NCGTC.

PSB Scheme for Storage Infrastructure" to meet term loan and workingcapital requirements of the farmers/ eligible organizations in the construction/ runningof Scientific Storage Facilities such as Godowns Dry Warehouse Cold Storage Cold ChainSilos Market Yards.

Indira Gandhi Urban Credit Card Scheme- 2021 for the State of Rajasthan forproviding financial assistance to Street vendors and people providing essential servicesin the informal sector such as hairdressers rickshaw-pullers potters carpenterscobblers masons tailors washermen painters tap-electricity repairmen etc.&unemployed youth in the urban area for their rehabilitation.

AWARDS & ACHIEVEMENTS

Bank has been awarded with

Exemplary Gold Award under "Leadership Capital (4.0)" campaignorganised by PFRDA for Atal Pension Yojna (APY) Enrolments.

Runner-up in Best digital FinancialInclusion Initiative categoryawarddeclared by IBA.

3rd Top Performing Bank in Theme 3 i.e. Collaborating for synergisticoutcomes under EASE 4.0 as on 31.12.2021

3rd Position in DSB (Doorstep Banking) Udaan Campaign launched by PSBAlliance Pvt. Ltd. From 01.02.2022 to 02.03.2022

• Highest Rajbhasha Kirti Puraskar (Second) of the Official Language forthe best implementation of Official Language Policy 14.09.2021

Third prize in the Rajbhasha Shield Competition from Delhi Town OfficialLanguage Implementation Committee for the best implementationof the Official LanguagePolicy oftheUnion.

• Bank's Hindi magazine 'RajbhashaAnkur' got the IncentiveAward inthecategory of Hindi homemagazine by the DelhiTOLIC.

DIRECTORS' RESPONSIBILITYSTATEMENT:

The Directors confirm thatin the preparation of the annual accounts for the year endedMarch 312022:

a) The applicable accounting standards have been followed in the preparation of theannual accounts along with proper explanation relatingtomaterial departures ifany

b) The accounting policies framed in accordance with the guidelines of the Reserve Bankof India were consistently applied. Reasonable and prudent judgements and estimates weremade to give a true and fair view of the state of affairs of the Bank at theendofthefinancialyearand oftheprofitand loss ofthe Bank for the year ended March312022.

c) Proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of applicable laws governing banks in India forsafeguarding the assets of the Bank and for preventing and detecting fraud and otherirregularities

d) Annual accounts have been prepared on a going concern basis

e) Internal financial controls system to be followed by the Bank were laid down andthat such internal financial controls are adequate and were operating effectively

f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCE MANAGEMENT

The Bank is having proactive HR management practices where Employees are considered asAssets. The Bank is having Total of 8735 Employees as on 31.03.2022 out of which 6606 arein Officer Cadre 1878 are in Clerical cadre and 241 are Sub-staff. Out of total 8735employees 2621 employees are women Employees.

Promotions: Bank is regularly promoting its employees almost in all the cadresevery year to keep on rewarding its top performers and enabling them to assume higherresponsibilities. Following promotions have been effected during the year 2021-22:-

Promotions from DGM to GM AGM to DGM CM to AGM SRM to CM MGR to SRM OFF to MGR CLK to OFF
Total 4 15 43 79 148 335 179

Training & Human Resources Development: The Bank endeavored to provide maximumtrainings to its employees through various modes (Online Offline & Hybrid Modes)during the Financial Year 2021-22. With this in view 282 Training programmes wereconducted by using expertise of National Institute of Banking Studies and CorporateManagement (NIBSCOM) Noida & Staff Training College (STC) Delhi. Also Bank hadconducted specialized training programmes on Attitude Behaviour and other various modulesin the current FY by using expertise of external institutions.

A total of 8067 staff members have attended the training programmes on differentcoursemodules from 1st April 2021 to 31st March 2022 through 427 Training Programmes outof which 145 Training programmes were conducted by Apex Institutions (like NIBM PuneIDRBT Hyderabad CAB Pune etc). 756 staff members (including top executives) haveattended training programmes/webinars from ApexTraining Institutions.

In FY 2021-22 Two General Managers & 1 DeputyGeneral Manager wereundergoing theLeadership DevelopmentProgrammefrom IIM Bangalore and BBB. Further the department hasalso nominated 9 AGMs & 1 CM in the 10th Advanced Management Programme of IIBF inFY2021-22. Also Bank had nominated 11 officers (1GM 2 DGM and 8 AGMs) in OnlineTrainingProgramme on Applied Financial Risk Managementby IIM-Raipur

The PSB Digital Learning Portal was launched in FY 2020-21 to increase Job knowledgeand enhance skills of staff members digitally. This portal is accessible to all the StaffMembers (Clerks & Above) on 24*7 basis and they can appear in E-Learning modulesthrough their mobiles/laptop/PC as pertheir convenience. In FY 2021-22 we have conducted60 E-Learning tests.

The bank has renewed its MoU with Centre of Excellence (CoE) SBI Foundation to empowerPersons with Disabilities. In FY 2020-21 CoE has conductedonlinewebinars/workshopsforDivyangjans (staff members).

To review training needs and course curriculum of trainings a Training Review andAdvisory Committee (TRAC) is constituted at Head Office Level which is headed by ExecutiveDirector (HR). In FY 2021-22 three meetings of TRAC were conducted at Head Office.

Creation of Talent Pool through Job Families: In order to create talent pool indifferent verticals bank has identified 11 job families for the staff members whereinthey can apply to work on the basis of their professional/academic qualificationexperience and are of interest. In FY 2020-21 options were called from Staff membersunder Job Family and thereafter applications were scrutinized screened (by interview) andwere imparted trainings inthe respected field before their postings under specializedJobFamily.

Recruitment: Bank has consistently looked to address the challenges ofsuperannuation business growth and expansion. To meet this challenge Bank has recruitedfollowing staff members during financial year2020-21:

POST Allotted (in FY 2021-22) Joined (in FY 2021-22)
SUB-STAFF 00 11*
SWO- CWE-IX (Reserved List) 72 30
SWO- CWE-X 218 139+10*
PO- CWE-X 228 159
AFO 4 4
IT Manager (Scale-II) 16 11
IT Manager (Scale-III) 1 1
Risk Manager (Scale-III) 2 0
Risk Manager (Scale-IV) 2 1
TOTAL 543 366

*CompassionateAppointment.

Industrial Relations: Bank is maintaining cordial & harmonious relations withall the workmen/ officers unions/ associations operating inthe Bank to develop the spiritof co-operation and understanding with the management. IR Cell is conducting Quarterly IRMeetings with both Workmen & Officerunions.

Employment to Reserved Category Employees: The Bank implementsall guidelinesstipulated by the Govt. of Indiain respect of Reservation Policyforreservation of posts inrecruitments/promotions whereverapplicable.

The staff strength of SC ST OBC & EWS employees stood at 2872 607 2382 & 55respectively on 31.03.2022. The staff strength under various reserved categories is asunder-

CATEGORY SC ST OBC EWS EX-SM PWD
OFFICERS 6606 509 1653 25 72 398
CLERKS 1878 57 494 30 180 90
SUB-STAFF 241 12 23 0 8 10
TOTAL 8725 578 2170 55 260 498

Corona Pandemic Initiatives: Bank has provided various relaxations/incentives tostaff members who were coming and attending the officeduring the lockdown phase. Some ofthem were:

• All lactating mothers having infants up to 10 months pregnant ladies andDivyangjan Employee were sanctioned onetime special leave to insulatethem from anyinfection or outbreak.

• Zonal Offices/Administrative Offices were advised to ensure 40%-50% of theirstaff strength to work from home (during lockdown period).

• Introduction of staggered working hours during Covid-19 outbreak.

• An initiative is taken to pay an amount of Rs. 20.00 lakhs to the legal heirs ofthe employee as financial assistance in case of death (while in service) of an employeedue to infection of Corona Virus (COVID-19).

SportsCell:

Our Bank is having two Hockey teams (Senior Men's Hockey Team affiliated with HockeyIndia and one Junior Hockey Academy) and they are performing well in all the major eventsof their respective categories. In FY 2020-21 our Bank's Hockey Team has done well in allthe major Tournaments (All India 38th Surjit Hockey Tournament 57th Nehru HockeyTournament National Championship Obaidullah Khan Hockey Tournament etc.). However thisyear due to COVID-19 restrictions Bank could not organize "PSB AAO KHELEIN"anannual sports event ofthe Bank.

SECRETARIAL AUDIT REPORT

[In Pursuance of Regulation 24A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)

Regulation 2015]

For The Financial Year Ended 31st March 2022

The Members Punjab & Sind Bank 21 Rajendra Place New Delhi 110 008

We have conducted the Secretarial Audit of the compliances of applicable statutoryprovisions and the adherence to good corporate practices by Punjab & Sind Bank(hereinafter called "The Bank"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basisforevaluating the corporate conduct/statutorycompliancesand expressing our opinionthereon.

Based on our verification of the Bank's books papers minute books statutoryregisters forms and returns filed and other records maintained by the Bankand also theinformation provided by the Bank its officers agentsand authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Bankhas during the audit period covering the financial year ended on 31st March 2022complied with the statutory provisions listed hereunder and also that the Bank has properBoard Processes and Compliance Mechanism in place to the extent inthe mannerand subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Bank for the financialyearended on 31st March 2022 according tothe provisions of:

(I) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(ii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iii) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act

1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and SweatEquity) Regulations 2021;

(e) Securities and Exchange Board of India (Issue and Listing of Non-ConvertibleSecurities) Regulations 2021;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2021;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations2018;

(i) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

(v) The following Act Scheme Regulations as applicable and other laws as arespecifically to the Bank viz. -

(a) The Banking Companies (Acquisition and Transfer of Undertakings) Act 1980

(b) The Nationalised Banks (Management and Miscellaneous Provisions) Scheme 1980

(c) Punjab & Sind Bank (Shares & Meetings) Regulations 2008

Our report is to be read along with the noting as mentioned here-in-under:

1. Maintenance of secretarial records is the responsibility of the management of theBank. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records we believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of the financial recordsand books of accounts of the Bank.

4. Where ever required we have obtained the management representation about theCompliances of the laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of the corporate and other applicable laws rulesand regulations standards is the responsibility of the Management; Our examination waslimited to the verification of the procedures on test basis.

6. Wehavenotverifiedthe compliance under various State lawsspecificallyapplicabletotheBank.

7. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Bank nor the efficacy or effectiveness with which the management has conducted theaffairs ofthe Bank.

During the period under review the Bank has complied with the provisions ofthe ActRules Regulations Guidelines Standards etc. mentionedabove we report:

1. The Board of Directors of the Bank is duly constituted with Executive DirectorsNon-Executive Directors and Independent Directors as perSection 9 of The Banking Companies(Acquisition and Transfer of Undertaking) Act 1980 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI LODR) subject to thefollowing observations:

a) After the retirement of Dr. Charan Singh (Non-Executive Chairman) CentralGovernment has not appointed any director to fill the vacancy. Accordingly Bankis notin aposition to comply with the provisions of Regulation 17 ofSEBI (LODR).

b) The Bankdoesnothavesufficient numberofIndependentDirectorsasper Regulation 17 ofSEBI(LODR).

c) In viewof point no. 1 the constitution of committee ofDirectors where IndependentDirectorshould be the Chairman is not as per Regulation 17 ofSEBI (LODR).

As explained by the Bank the appointment of Directors shall be made by Government ofIndia and the Bank frequently communicated with Central Government to appoint adequatenumber of Independent Directors to comply with the provisionsofSEBI (LODR).

The changes in the composition ofthe Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of theAct.

2. Adequate notices are given to all directors for the Board Meetings and accordinglyagenda and detailed notes on agenda were sent to all directors and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

3. Majoritydecisions are carried through while the dissenting members' views if anyare captured and recorded as part of the minutes.

4. There are adequate systems and processes in the Bank commensurate with the size andoperations of the Bank to monitor and ensure compliance with applicable laws RulesRegulations and Guidelines.

5. Duringtheyearunderreview:

a) The Bank has passed the Special resolution by way of e-voting to create offerissue and allot equity shares up to an amount of Rs. 4600 crore on preferential basistoGovernment of India.

b) The Bank has allotted 2725118483 Equity shares of Rs. 10/-each at issue price ofRs. 16.88 per share on preferential basis tothe Presidentof India (Govt. ofIndia) on 31stMarch 2022.

We further report that during the audit period the Bank has generally complied with therequirements of various Act Rules and Regulations guidelines and standards as areapplicable to the Bank.

Suchitta Koley
Company Secretary
Place: New Delhi FCS 1647; CP No.: 714
Date: 16th May 2022 UDIN:F001647D000329018

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