Bank of Baroda Limited (BANKBARODA) Earnings Call Transcript & Summary

Good morning, shareholders. In terms of the Regulation 59 of the Bank of Baroda General (Shares and Meetings) Regulations, 1998, myself, Hasmukh Adhia, Chairman of the bank, chair this meeting. In view of the prevailing lockdown situation across the country due to outbreak of the COVID-19 pandemic and restrictions on the movements apart from social distancing, MCA, the Ministry of Corporate Affairs, vide Circular No. 10/2021 date 23rd of June 2021, has permitted companies to hold their EGM through video conference/OAVM up to 31st of December 2021. The deemed venue for the EGM shall be the head office at Vadodara. On my personal behalf and on behalf of the Board of Directors and the employees of the bank, I extend a very warm welcome to each one of you to this Extraordinary General Meeting of your Bank for election of one shareholder director of the bank from amongst shareholders, other than Government of India. The requisite quorum as per Regulation 58 (i) of the Bank of Baroda General (Shares and Meeting) Regulations, 1998 for the Extraordinary General Meeting being present, I call this meeting in order. The bank has received a communication from the Government of India authorizing Sri S.D. Sharma, Undersecretary, Ministry of Finance, Government of India, to attend the meeting as its nominee. Now let me take the pleasure of introducing the directors on the Board of your bank, who are present in this meeting: Sri Sanjiv Chadha, Managing Director and CEO; Sri Ajay K. Khurana, Executive Director; Sri Vikramaditya Singh Khichi, Executive Director; Sri Debadatta Chand, Executive Director; Sri Joydeep Dutta Roy, Executive Director; Smt. Soundara Kumar, Shareholder Director; Sri Alok Vajpeyi, Shareholder Director; Sri Amit Agrawal, the Government Nominee Director; Smt. Parvathy V. Sundaram, RBI Nominee Director. And not attending today's meeting due to preoccupation or other engagements, Sri Srinivasan Sridhar has excused himself from participation in this meeting as a director of the bank. In terms of the circulars issued by MCA and SEBI, the bank issued pre-dispatch notice providing details of this meeting, which was published in Business Standard and The Indian Express in English, Business Standard in Hindi and Sandesh in Gujarati on 14th of October 2021, advising shareholders about the EGM and specified cutoff date and requesting them to register their e-mail IDs, if not already registered with the bank's depository so as to receive the notice. The notice for this meeting, along with various links, was e-mailed on 9th of November 2021 to the shareholders who have registered their e-mail IDs. Post the dispatch, the e-voting notice of EGM was published in Business Standard and The Indian Express in English, Business Standard in Hindi and Sandesh in Gujarati on 10th of November 2021. The notice was also made available through the bank website, website of the stock exchanges as well as the e-voting platform provider. Now with your consent, I take the notice as read. As required in the MCA circulars, the bank has provided facility to shareholders to attend this meeting through two-way communication facility provided by KFin Technologies Pvt. Ltd. Shareholders who wish to attend the meeting have been provided facility to log in 15 minutes before the meeting. And it will continue until the end of the meeting. Pursuant to Section 9(3)(i) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, at present, the Board of Directors of our bank has following three directors representing shareholders, other than the central government: one, Sri Srinivasan Sridhar; two, Smt. Soundara Kumar; three, Alok Vajpeyi. The term of shareholder number one, elected Shareholder Director, that is Sri Srinivasan Sridhar, is expiring on December 11, 2021. Presently, the public shareholding in the bank is 36.03%, which is more than 32%. And the bank is entitled to elect three Shareholder Directors. As Smt. Soundara Kumar and Sri Alok Vajpeyi continue as Shareholder Directors, the bank is conducting election for only one vacancy at this movement at this meeting. The shareholders, other the central government, were entitled to send their nominations as per the procedure detailed in various and relevant act, scheme, regulations, RBI Master Directions and guidelines as indicated in the EGM notice. I'd like to inform you that the bank received all nominations up to 22nd of November 2021 being the last day for receipt of nominations. And out of which, three nominations have found to be valid after preliminary scrutiny. Nomination of Sri Sunil Maheshbhai Agrawal was not found valid as he had not submitted the minimum required 100 nomination forms in support of his candidature. The rest of valid nominations were placed before the Nomination and Remuneration Committee of the Board at their meeting held on 26th of November 2021 for determining their Fit & Proper status in terms of the circular issued by RBI dated 2nd of August 2019 and the Government of India guidelines dated 25th of March 2015 and dated 20th of July 2016, respectively. The committee, after conducting necessary due diligence, has determined all three candidates as Fit & Proper for contesting the election of one Shareholder Director. I will now read out the names of valid candidates, along with their brief profile in order of receipt of nominations. One, Sri Suresh Chand Garg. Sri Suresh Chand Garg, aged 56 years, is a resident of Jaipur, Rajasthan, is a B.Com., M.Com. and Chartered Accountant and also Insolvency Professional recognized by IBBI, having over 26 years of work experience and special knowledge in the field of banking, cooperation, economics, finance, law, small-scale industry, et cetera. Number two, Sri Dharmendra Singh Shekhawat. Sri Dharmendra Singh Shekhawat, aged 49 years, is also a resident of Jaipur, Rajasthan, is B.Com. and Chartered Accountant, having over 20 years of work experience and special knowledge in the fields of agriculture, rural economy, banking, economics, finance, law, small-scale industry. Three, Sri Srinivasan Sridhar. Sri Srinivasan Sridhar, aged 61 years, is a resident of Mumbai, Maharashtra, is B.Com.(Hons.) and Chartered Accountant, having over 33 years of work experience and special knowledge in the field of banking, economics, finance, human resources, risk management and business management. He's an existing Shareholder Director of Bank of Baroda. Profile of candidates are also available on bank's website. As the number of candidates is more than one, voting needs to be conducted. In terms of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, remote e-voting facility provided to shareholders to vote electronically -- is provided to shareholders to vote electronically on this election. The bank has appointed KFin Technologies Pvt. Ltd. as the agency to provide remote e-voting facility and e-voting at the EGM to the shareholders. The remote e-voting commenced from 9 a.m. on 3rd of December 2021 and concluded at 5 p.m. on 6th of December 2021. Shareholders who have not voted by using remote e-voting facility can vote during the course of this meeting. The candidate obtaining the highest votes based on aggregate voting secured in remote e-voting and e-voting at the EGM from amongst the aforesaid three candidates shall be declared as elected as per Regulation 66 (ii) of the bank's regulation and shall assume office with effect from 12th of December 2021 and shall hold office for a period of 3 years until 11th of December 2024. So Sri Subrat Kumar, Chief General Manager of the bank, has been appointed as the Chief Returning Officer of the bank and is responsible for the fair conduct of the election process. The bank has also appointed S. N. Ananthasubramanian & Co., company secretaries, who have considerable experience in conducting Shareholder Director selection, as the independent consultant and scrutinizers for the election process. I now request shareholders who have not yet voted to cast their votes. As already informed, shareholders have to elect one candidate from amongst the three candidates, who have fulfilled their nomination and have been found Fit & Proper for contesting this election of one Shareholder Director. The voting process will continue until 12 noon today, which is the formal closing time for closing of this meeting. And this Extraordinary General Meeting shall stand close at 12:00 today. Based on the results of the scrutinizer, consolidated results of remote e-voting and voting at the EGM will be announced through stock exchanges within 24 hours of the meeting by company secretary of the bank and will also be posted on the website of the bank, KFin Technologies Pvt. Ltd. And the name of elected candidate will be released for publication in the newspaper. I thank you all, members, for once again -- I thank you once again, members, for your participation at this meeting. Thank you all. Thank you. So the working is continuing for those members who are want, they can vote now, we'll continue until cutoff. Thank you.