KOTAK MAHINDRA BANK LTD
Proposal 1.A
TO CONSIDER AND ADOPT: THE AUDITED FINANCIAL STATEMENTS OF THE BANK FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2020 AND THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 1.B
TO CONSIDER AND ADOPT: THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2020 AND THE REPORT OF THE AUDITORS THEREON
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2
TO APPOINT A DIRECTOR IN PLACE OF MR. DIPAK GUPTA (DIN: 00004771) WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT, SUBJECT TO APPROVAL OF THE RESERVE BANK OF INDIA
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 3
TO CONFIRM PAYMENT OF INTERIM DIVIDEND ON PREFERENCE SHARES
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 4
TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: RESOLVED THAT PURSUANT TO SECTION 35-B AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949 OR ANY AMENDMENTS THERETO OR ANY MODIFICATION OR STATUTORY RE-ENACTMENT(S) THEREOF, APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 OR ANY AMENDMENTS THERETO OR ANY MODIFICATION OR STATUTORY RE-ENACTMENT(S) THEREOF AND SUBJECT TO THE APPROVALS, AS MAY BE NECESSARY FROM THE RESERVE BANK OF INDIA AND OTHER CONCERNED AUTHORITIES OR BODIES AND SUBJECT TO CONDITIONS AS MAY BE PRESCRIBED BY ANY OF THEM WHILE GRANTING SUCH APPROVALS, THE APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED FOR THE RE-APPOINTMENT OF MR. PRAKASH APTE (DIN: 00196106) AS PART-TIME CHAIRMAN OF THE BANK FROM 1ST JANUARY 2021 TILL 31ST DECEMBER 2023, ON THE TERMS OF REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS OF THE BANK, ON AN ANNUAL BASIS SUCH THAT THE REMUNERATION DOES NOT EXCEED INR 36 LAKH PER ANNUM AT ANY GIVEN TIME. RESOLVED FURTHER THAT IN CASE OF ABSENCE OR INADEQUACY OF PROFIT IN ANY FINANCIAL YEAR, THE AFORESAID REMUNERATION BE PAID TO MR. APTE AS MINIMUM REMUNERATION. RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS AND THINGS AND TO EXECUTE ANY AGREEMENTS, DOCUMENTS OR INSTRUCTIONS AS MAY BE REQUIRED TO GIVE EFFECT TO THIS RESOLUTION
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 5
TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 35-B AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949 OR ANY AMENDMENTS THERETO OR ANY MODIFICATION OR STATUTORY RE-ENACTMENT(S) THEREOF, APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 OR ANY AMENDMENTS THERETO OR ANY MODIFICATION OR STATUTORY RE-ENACTMENT(S) THEREOF, AND SUBJECT TO THE APPROVALS, AS MAY BE NECESSARY FROM THE RESERVE BANK OF INDIA (THE RBI) AND OTHER CONCERNED AUTHORITIES OR REGULATORY BODIES AND SUBJECT TO CONDITIONS AS MAY BE PRESCRIBED BY SUCH AUTHORITIES OR REGULATORY BODIES WHILE GRANTING SUCH APPROVALS, THE APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED FOR THE RE-APPOINTMENT OF MR. UDAY S. KOTAK (DIN: 00007467) AS MANAGING DIRECTOR & CEO FOR THE PERIOD FROM 1ST JANUARY 2021 TO 31ST DECEMBER 2023, ON THE FOLLOWING TERMS OF REMUNERATION: (AS SPECIFIED) RESOLVED FURTHER THAT THE BOARD OF DIRECTORS (HEREINAFTER REFERRED TO AS THE BOARD, WHICH TERM SHALL INCLUDE ANY COMMITTEE WHICH THE BOARD OF DIRECTORS OF THE BANK MAY HAVE CONSTITUTED OR MAY THEREAFTER CONSTITUTE AND DELEGATE WITH THE POWERS NECESSARY FOR THE PURPOSE) OF THE BANK BE AND IS HEREBY AUTHORIZED TO FIX THE ACTUAL AMOUNT OF REMUNERATION AND PERQUISITES, PAYABLE OR TO BE PROVIDED TO MR. UDAY KOTAK AND VARY OR INCREASE THE SAME FROM TIME TO TIME, WITHIN THE LIMITS APPROVED BY THE MEMBERS, TO THE EXTENT THE BOARD MAY CONSIDER APPROPRIATE AND AS MAY BE PERMITTED OR AUTHORISED BY RBI ON AN APPLICATION MADE BY THE BANK. RESOLVED FURTHER THAT IN CASE OF ABSENCE OR INADEQUACY OF PROFITS IN ANY FINANCIAL YEAR, THE AFORESAID REMUNERATION SHALL BE PAID TO MR. KOTAK AS MINIMUM REMUNERATION. AND RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS AND THINGS AND TO EXECUTE ANY AGREEMENTS, DOCUMENTS OR INSTRUCTIONS AS MAY BE REQUIRED TO GIVE EFFECT TO THIS RESOLUTION
Caisse vote:
For
Applicable policy or principle:
PR_07_02
Proposal 6
TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 35-B AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949 OR ANY AMENDMENTS THERETO OR ANY MODIFICATION OR STATUTORY RE-ENACTMENT(S) THEREOF, APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 OR ANY AMENDMENTS THERETO OR ANY MODIFICATION OR STATUTORY RE-ENACTMENT(S) THEREOF, AND SUBJECT TO THE APPROVALS, AS MAY BE NECESSARY FROM THE RESERVE BANK OF INDIA (THE RBI) AND OTHER CONCERNED AUTHORITIES OR REGULATORY BODIES AND SUBJECT TO CONDITIONS AS MAY BE PRESCRIBED BY SUCH AUTHORITIES OR REGULATORY BODIES WHILE GRANTING SUCH APPROVALS, THE APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED FOR THE RE-APPOINTMENT OF MR. DIPAK GUPTA (DIN: 00004771) AS WHOLE-TIME DIRECTOR OF THE BANK DESIGNATED AS JOINT MANAGING DIRECTOR FOR THE PERIOD FROM 1ST JANUARY 2021 TO 31ST DECEMBER 2023, ON THE FOLLOWING TERMS OF REMUNERATION: (AS SPECIFIED) RESOLVED FURTHER THAT THE BOARD OF DIRECTORS (HEREINAFTER REFERRED TO AS THE BOARD, WHICH TERM SHALL INCLUDE ANY COMMITTEE WHICH THE BOARD OF DIRECTORS OF THE BANK MAY HAVE CONSTITUTED OR MAY THEREAFTER CONSTITUTE AND DELEGATE WITH THE POWERS NECESSARY FOR THE PURPOSE) OF THE BANK BE AND IS HEREBY AUTHORIZED TO FIX THE ACTUAL AMOUNT OF REMUNERATION AND PERQUISITES, PAYABLE OR TO BE PROVIDED TO MR. DIPAK GUPTA AND VARY OR INCREASE THE SAME FROM TIME TO TIME, WITHIN THE LIMITS APPROVED BY THE MEMBERS, TO THE EXTENT THE BOARD MAY CONSIDER APPROPRIATE AND AS MAY BE PERMITTED OR AUTHORISED BY RBI ON AN APPLICATION MADE BY THE BANK. RESOLVED FURTHER THAT MR. GUPTA SHALL BE SUBJECT TO RETIREMENT BY ROTATION DURING HIS TENURE AS WHOLE-TIME DIRECTOR. RESOLVED FURTHER THAT IN CASE OF ABSENCE OR INADEQUACY OF PROFITS IN ANY FINANCIAL YEAR, THE AFORESAID REMUNERATION SHALL BE PAID TO MR. GUPTA AS MINIMUM REMUNERATION. AND RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS AND THINGS AND TO EXECUTE ANY AGREEMENTS, DOCUMENTS OR INSTRUCTIONS AS MAY BE REQUIRED TO GIVE EFFECT TO THIS RESOLUTION
Caisse vote:
For
Applicable policy or principle:
PR_07_02
Proposal 7
TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: RESOLVED THAT PURSUANT TO THE RELEVANT PROVISIONS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE BANK, THE PROVISIONS OF SECTION 42 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, AND ANY RULES, GUIDELINES OR CIRCULARS ISSUED THEREUNDER, INCLUDING THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, THE APPLICABLE PROVISIONS OF THE BANKING REGULATION ACT, 1949, (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE), THE RULES, GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA FROM TIME TO TIME AND SUCH OTHER RULES AND REGULATIONS AS MAY BE APPLICABLE AND, THE CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO BORROWINGS/ RAISING OF FUNDS BY THE BOARD OF DIRECTORS OF THE BANK (BOARD) BY WAY OF ISSUE OF REDEEMABLE SECURITIES IN THE NATURE OF UNSECURED NON-CONVERTIBLE DEBENTURES/ BONDS/ OTHER DEBT SECURITIES, IN INDIAN/ FOREIGN CURRENCIES IN THE DOMESTIC AND/ OR OVERSEAS MARKETS, IN ONE OR MORE TRANCHES, FOR AN AMOUNT UP TO INR 5,000 CRORE (RUPEES FIVE THOUSAND CRORE ONLY), FOR ITS GENERAL CORPORATE PURPOSES WITHIN THE OVERALL BORROWING LIMITS OF THE BANK, ON A PRIVATE PLACEMENT BASIS IN ONE OR MORE TRANCHES AND SERIES, AS PER THE STRUCTURE AND ON SUCH TERMS AND CONDITIONS AS MAY BE DETERMINED, FROM TIME TO TIME, BY THE BOARD. RESOLVED FURTHER THAT THE BOARD (INCLUDING ANY COMMITTEE THEREOF) AND ANY OTHER PERSON DULY AUTHORISED BY THE BOARD BE AND IS HEREBY SEVERALLY AUTHORISED TO DO ALL SUCH ACTS, MATTERS, DEEDS AND THINGS AND GIVE SUCH DIRECTIONS AS MAY BE DEEMED NECESSARY OR EXPEDIENT IN CONNECTION WITH OR INCIDENTAL TO GIVE EFFECT TO THE ABOVE RESOLUTION, INCLUDING BUT NOT LIMITED TO FILING OF NECESSARY FORMS WITH THE REGISTRAR OF COMPANIES AND TO COMPLY WITH ALL OTHER REQUIREMENTS IN THIS REGARD
Caisse vote:
For
Applicable policy or principle:
PR_14