Central Office, Erode Road, Karur 639 002 P T Kuppuswamy Chairman Dear Shareholder, I deem it a great privilege to share some of my thoughts with regard to general developments taken place in the Banking Industry during the year 2004-05, with particular reference to your bank. For the last 3 or 4 years, all banks were very comfortable as they could generate sizeable profits from Treasury because of falling interest rate regime. In the last fiscal, there was a ‘U’ turn as the YTM on Government Securities, started to gradually move northwards, resulting in huge depreciation to the investment portfolio. At one point of time, the total depreciation on investments made by the banking industry was estimated at Rs.85,000.00 crore. As your bank is also a part of the system, it has suffered depreciation and amortization to the tune of Rs.67.86 crore in 2004-05. The bank has mitigated the future interest risk on investment because of shifting high coupon Government securities from AFS to HTM category. Ø In addition to the above, Rs.7.00 crore is provided by the bank for wage revision as per the VIII Bi-partite Settlement entered into between IBA and Employees’ Union and Officers’ Association. Against this backdrop, the performance highlights of the bank for the year 2004-05 is given below: ü ü ü ü The deposits have reached the level of Rs.6672.19 crore as on 31.3.2005 and advances Rs.4741.01 crore. The Percentage of net NPA to net advance has come down from 2.32% to 1.66%. The coverage ratio is 67.52%. The capital funds of the Bank is at Rs.760.87 crore as on 31.3.2005 against Rs.712.03 crore as on 31.3.2004. The CRAR of the Bank is comfortable at 16.07% after providing capital charge for market risk for trading book as per the revised norms. I am very glad to advise you about the progress achieved by the bank on technological front. q All the branches are computerized and Core Banking Solution is implemented in 183 branches, covering 94% of the total business of the bank. q 45 ATMs were installed taking the own ATMs total to 156. q The bank has entered into an agreement with MITR consortium because of which ATMs of Punjab National Bank, Oriental Bank of Commerce, Indian Bank and UTI Bank are at the services of KVB customers. q RTGS facility for instant funds transfer across the banks in the Country is implemented in 26 centres. q In 2005-06, we have launched Mobile Top-up facility to re-charge the cell phone of all service providers through our ATM. It has always been our main Agenda to increase the shareholders value. Even though there is a downfall in profit from Rs.161.05 crore as on 31.3.2004 to Rs.105.34 crore as on 31.3.2005, our Board is pleased to maintain the dividend at 100% tax free in the hands of the shareholders for the second consecutive year. The bank is well prepared to migrate to Basel II norms as 100% of the operations are computerized. Following are some of the initiatives taken by the bank to reach deposit level of Rs.8,000.00 crore and advances level of Rs.5500.00 crore by the end of 2005-06: a) Establishing interconnectivity to all the remaining branches and the entire Bank will be brought under CBS. b) Providing internet banking, mobile banking for the customers’ use. c) Installing additionally another 50 ATMs and also introducing utility payments through ATMs. d) Introduction of cheque truncation system. e) Expansion of RTGS facility to all the non-rural branches. f) Connecting to National Financial Switch of Institute of Development and Research in Banking Technology (IDRBT). g) Concentrating on para banking activities like selling of insurance products. h) Foraying into new areas of business such as derivatives trading. i) Improving the low cost deposits percentage and to reach at least Rs.1000 crore each under Savings Deposits and demand deposits. j) Opening another 15 branches. Above all, I very much count upon your valuable support for dynamic growth in the days to come. I will be very much honoured by your esteemed presence at the ensuing General Body Meeting on 21.7.2005. With warm regards, Yours sincerely, P.T. KUPPUSWAMY CHAIRMAN Annual Report 2004-05 Directors’ Report Your Directors have pleasure in presenting the 86th Annual Report of the Bank along with the audited financial statements for the financial year ended 31st March 2005. From the published results, you will find that the Bank has posted good results during the fiscal 2004-05 albeit the operational environment relating to treasury dealings posted difficult challenges as interest rates continued to rise resulting in charging of depreciation on the investment portfolio affecting the overall profitability. Primary market activity gained momentum while the secondary market registered an upbeat during the fiscal under report. The secondary market which was volatile during the first half of the year, registered an upsurge during the later parts of the year owing to strong macro economic conditions, renewed buying interest shown by FIIs, good results put up by the corporates, moderate inflationary pressures etc. The Directors take pleasure in advising the members that your Bank has been assigned ‘Numero Uno’ position among the old-generation private sector banks by the Business Today in its issue dated 02.01.2005. The rating matrix was based on various parameters. Exports reached nearly $80 billion in 2004-05, registering a growth of 24.4% over the previous fiscal, with the Imports surging a much faster growth at 35.6% to $106.5 billion, resulted in a trade gap of $26.5 billion. The trade deficit was only $14.2 billion in 2003-04. Forex reserves surged after the initial pause and reached to a level of US $ 141.5 billion as on 31st March 2005. 1. OVERVIEW OF THE ECONOMY Thus the Indian economy continued to show robust growth in all sectors in the year under review. The macro economic performance during the fiscal 200405 was stronger than expected with the real GDP estimated to be at 6.9%. The main driver for the growth can be attributed to the resurgent industrial sector, propelled by buoyant exports, the brightened domestic investment climate and the good show put up by the services sector. The Industrial sector contributed 26% to the overall growth of the economy, with the highest contribution of 89.8% coming from the Manufacturing sector alone. Agriculture and allied activity contributed to the growth of real GDP by 1.1%. Indian Economy is poised to maintain growth rate of 7% during the current fiscal. Industrial and Services sectors is expected to maintain the same pace of growth more or less 8% achieved during the last fiscal. Agricultural growth is projected to rise 3.3% in 05-06 from 1.1% in the previous fiscal 04-05. The average inflation rate is placed around 5-5.5%, on a point to point basis during the current fiscal, subject to the uncertainties in the oil front. Domestic financial markets witnessed a sharp increase in credit off take during the fiscal 2004-05. The non food credit growth sustained and the distribution of credit was widespread across various sectors of the economy. However the expansion of credit did not trigger a hike in lending rates. Banks were able to cater to the increased demands for credit by reducing their investments in Government securities. This can be seen from the fall in the incremental investment to deposit ratio to about 25% than the previous year ratio of 58%. Banks found it wiser to lend than to invest in securities, thus returning to their primary area of business. The scheduled commercial banks investments have declined by about 3% over the previous fiscal 03-04. The economy witnessed a spurt in savings and investment rate which are necessary to keep the GDP growth momentum. The gross capital formation however slowed down. The capital market mirrored the growing confidence in the strong fundamentals of the economy. The non-food credit which registered a growth of 26% during the year under review is expected to grow further in 2005-06 as the Government proposes to give highest priority to rural development, agriculture and allied fields. 2. PERFORMANCE OF THE BANK Your Directors record with happiness that the total business of the Bank has registered a growth of Rs.1400.58 crs, with volume touching Rs.11,413.20 crs, as at March 31, 2005 as against the business volume of Rs.10,012.62 crs recorded during 2003-04. Gross Deposits which registered a smart increase aggregated to Rs.6672.19 crs as at 31st March 2005 as against Rs.5911.47 crs as at the end of the preceding year recording a growth of Rs.760.72 crs. The advances portfolio registered a steady growth and reached Rs.4741.01 crs as at the end of March 2005 with a growth of 15.60% over the previous fiscal 2003-04 Directors’ Report (Rs.4101.14 crs). The interest spread was 3.32% against the previous fiscal rate of 3.36%. This is despite an intense competition to attract and retain quality borrowers. The total income stood at Rs.703.92 crs in 2004-05 as against the previous fiscal income of Rs.721.87 crs. The operating profit was at Rs. 199.23 crs during the fiscal with a net profit of Rs. 105.34 crs as against Rs. 161.05 crs, recorded in the preceding fiscal. The fall in profit is attributable to the depreciation suffered on the investment portfolio of the Bank owing to rise in interest rates. It may be noted that yields have risen by about 150 basis points on an average during the year 200405. In fact, during the first week of November 2005, the 10-year yield stood at 216 basis points over the level as of 31st March 2004. In such a scenario, the bank has taken a hit on its Profit and Loss Account to the extent of Rs.67.86 crore for the year ended 31st March 2005. This was on account of depreciation of Rs.44.01 crore on shifting of securities from ‘Available For Sale’ (AFS) category to ‘Held To Maturity’ (HTM) category, Rs.12.89 crore on revaluation of government securities under AFS and ‘Held For Trading’ (HFT) categories and amortization of premium of Rs.10.96 crore on securities under HTM category. It may be noted that the bank had taken a hit of only Rs.0.03 crore in its P& L A/c for the year ended 31 st March 2004 on account of depreciation and amortization. By shifting high coupon government securities from AFS to HTM category, the Bank has mitigated the future interest rate risk on these investments. As a result, the yield on SLR portfolio of the Bank for the year ended 31st March 2005 stood at a robust 8.14% although it is slightly less than the previous year’s yield of 8.48%. The Bank has also made a provision of Rs.7.00 crore for the impending industry wage settlement. The highlights of the bank’s performance during the fiscal under review are given under: Rs. in crs a. Deposits 6672.19 b. Gross Advances 4741.01 c. Total Income 703.92 d. Operating Profit 199.23 e. Net Profit 105.34 Appropriations Transfer to 1. Statutory Reserve 31.75 2. General Reserve 54.00 3. a) Proposed Dividend b) Dividend Tax (including surcharge and Education cess) 17.98 2.52 Other Performance Highlights: 1. Net worth Rs. 760.88 crs 2. Book value per share Rs. 423.23 3. Earnings per share Rs. 58.59 4. Capital Adequacy Ratio 16.07% 3. DEPOSITS The aggregate deposits of the bank grew by Rs.760.72 crs from Rs.5911.47 crs as on 31st March 2004 to Rs.6672.19 crs as at the end of March 2005. The low cost deposits surged to Rs.1630.48 crs during 2004-05 from Rs.1351.93 crs as on 31.03.2004, thus recording an increase of 20.60% over the previous fiscal. Of the low cost deposits the Savings Deposits grew year on year by 20.99% at Rs.845.25 crs. The thrust given by the bank in mobilisation of low cost deposits continued to yield results. Demand deposits were up by 20.19% at Rs.785.23 crs. (Rs.653.31 crs). The growth in bank’s deposits was affected largely on account of substitution in favour of postal deposits, due to attractive returns in comparison with the bank deposits. 4. CREDIT PORTFOLIO Banks have started looking back to their traditional area of lending due to fall in the treasury income. Your bank’s credit portfolio in 2004-05 rose by Rs.639.87 crs registering 15.60% growth to touch Rs.4741.01 crs as against Rs.4101.14 crs during the previous fiscal. The Bank continued to comply with the stipulation of extension of 40% of net bank credit to the priority sector and reached 40.30% of the net bank credit. Banks offer highly varied financial products which are tailor made to suit the needs of the customers in the retail and corporate segments. Your bank has also been in forefront in introducing several new products during the recent years. Annual Report 2004-05 Directors’ Report NEW BANKING PRODUCTS Reserve Fund. The total amount of Rs.36.00 crs lying in the Contingency Reserve Fund has been reckoned as provision for NPAs. Your Bank has also provided Rs.16.50 crs towards the provision for NPAs during the year under report. Thus the total provision available for NPAs was Rs.157.44 crs as aginst the required provision of Rs. 121.21 crs, resulting a net of Rs.36.23 crs as excess provision. Fierce competition amongst banks have brought down the net interest margins over the years. Banks were forced to operate on thinner spreads as in the case of their counterparts in the developed countries. Product innovation has become the order of the day. Product innovation and creating brand equity for specialized products will decide the market share and volumes for each bank. Your bank, in order to cater to the needs of various clients of the Bank, introduced 6 new loan products during the fiscal 2004-2005 viz., KVB Special Home Loan, IPO Funding Scheme, KVB Kisan Mithra Scheme, Easy Trade Fin Scheme, KVB Happy Kisan Scheme and Gold Card Scheme for Export Constituents of the bank. 5. 7. DIVIDEND The Board is aware of the expectations of the shareholders and has been rewarding them with handsome dividends and maximizing their wealth over the years. In consonance with the said policy, the Board of Directors of the Bank is pleased to recommend a dividend of 100% for the financial year ended 31st March 2005 despite the profits being lower. The bank had complied with the revised prudential guidelines issued by the Reserve Bank of India for declaration of dividend. The out flow on account of the dividend payment would be Rs.17.98 crs. The dividend is not taxable in the hands of the shareholders. 6. The Gross and Net NPAs stood at Rs.241.91 crs and Rs.75.75 crs as on 31.3.2005 as against Rs.239.23 crs and Rs.91.60 crs as on 31.3.2004 respectively. The percentage of Gross and Net NPAs has come down from 5.83 % and 2.32% to 5.10 % and to 1.66% as at the end of fiscal under report. The Coverage ratio has improved from 60.56% to 67.52%. CAPITAL ADEQUACY Your Bank’s Capital Adequacy ratio registered 16.07% as on 31st March 2005 as against the Reserve Bank of India’s stipulation of 9%. The paid up share capital of the bank was at Rs.17.98 crs. The EPS and the Book value were Rs. 58.59 and Rs.423.23 as on 31.03.2005, compared to Rs.89.58 and Rs.396.05 respectively as at 31.03.2004. 8. INVESTMENTS The Bank continued its efforts to reduce the nonperforming assets by implementing various measures. These measures yielded results in containing the growth of NPAs inspite of enlargement of credit portfolio and application of 90 day norm for classification of overdue loans as per regulatory prescriptions. The year 2004-05 witnessed decisive change in the course of movement of interest rates in the Indian debt market. The continuous softening of interest rates during the last few years gave way to a reign of rising interest rates. To grapple with the rising interest rate scenario and in order to reduce future interest rate risk, the Bank had adopted the twin strategy of pruning down the excess SLR securities and shifting of securities from AFS to HTM category. The Bank had shifted securities from AFS category to HTM category during September 2004, recognizing depreciation to the tune of Rs.44.01 crore arising out of such shifting of securities. The continuous and strenuous efforts as also recovery drives initiated, the Bank could ensure reduction of Rs.49.13 crs of Non Performing Assets. Members are aware that as a measure of abundant caution and with an intention to create an accelerated provision for loan losses a sum of Rs.25 crs was appropriated out of the profits of the year 2002-03 and placed as “Contingency Reserve”. During the fiscal ended 31st March 2004, a further sum of Rs.11 crs was credited to the Contingency The net investments of the Bank stood at Rs.2,219.03 crore as on 31st March 2005 as against Rs.2173.01 crore as at the end of previous fiscal. The Bank has fine-tuned its strategy of interest rate risk management through quantitative measures like modified duration and valueat-risk in the light of the emerging scenario but, at the same time, not losing sight of portfolio yield considerations. Further, the Bank has also initiated steps for setting up a Derivatives Desk, which will, inter RECOVERY Directors’ Report 9. alia, facilitate the Bank to manage its interest rate risk effectively. The Bank has also given fillip to its secondary market trading in equity shares to take advantage of the booming stock markets. Tenkasi and Guntur-Lakshmipuram taking the tally of branches to 231. Bank has opened 8 Central Clearing Offices and one Extension Counter in Annamalai Nagar at Chidambaram during the year under review. In spite of exercise of call options by many issuers of non-SLR bonds and the supply of low coupon government securities in the primary market, the Bank was able to maintain an average yield of 8.56% on its investments portfolio during the year under report as against 9.04% in the previous year. Efforts are on to open more branches in new places where hitherto bank has no presence, so as to offer wide ranging geographical reach to its customers. FOREX OPERATIONS The forex turnover of the bank for the fiscal under review was Rs. 4777.85 crs as against Rs.3231.53 crs as on 31.03.2004, registering a growth rate of 47.85 % over the previous fiscal 2003-04. Export credit amounted to Rs.327.10 crs out of the total advances of Rs.4741.01 crs constituting 6.90%. During the fiscal, your bank launched a new product viz: “CASH PASSPORT”- similar to ATM/Debit card. Travellers going abroad can use this card preloaded with the required foreign exchange. The product is offered in pursuance of the agreement entered into with “Travelex”which is engaged in travel related services all over the world. Card can be encashed wordwide in more than 8 lakh ATMs (VISA Travel Money ATMs) spread across 140 countries. The Bank tied up with UAE Money Transfer System where in the customers at select branches can receive remittances from abroad on a web based tool. The system is in operation in 40 branches. Bank has the advantage of earning fee based income, increased forex turnover and exchange profit. It would facilitate entry of new customers and provide an additional window to the existing customers. 10. BRANCH NET WORK AND EXPANSION The financial performance has also been the result of the new geographical reach of the bank by the network of the new branches into newer areas. During the year under review your bank has opened 9 new branches at different locations viz: Nizamabad, Neyveli, MumbaiThane (W), Coimbatore-Ganapathy, Jubilee Hills Hyderabad, Karimnagar, Ahmedabad-Satellite Area, 11. RISK MANAGEMENT In the present day banking scenario banks are facing fierce competition and as a result the operating margins have come down drastically. Banks are vying with each other in grabbing quality assets. Hence it is all the more important that the Risk management systems, which are already in place, have to be constantly fine-tuned. In your Bank the Risk management systems are put in place so as to measure, monitor and control the several types of risks associated with various functions of the bank. The same is also periodically reviewed and upgraded to suit the requirements of RBI guidelines on Basel II. The Bank has initiated adequate steps that would conform to RBI norms governing Risk Based Supervision. 12. TECHNOLOGICAL ADVANCEMENT In the era of dotcom boom, clicks were valued higher than concrete bricks. Banks are keen to be high-tech as the same is cost effective in the long run. Your bank, which started the computerization as well as Core Banking Solution (CBS) to integrate its branches, has fully seized the opportunities in order to be in the forefront to serve its customers. The year witnessed 100% computerization of its operations. Having embarked upon core banking solution in February 2003, your bank has migrated to ‘flex cube’ software in 218 branches and offices. Thus 183 flexcube branches coming under inter-connectivity would serve the customer better. This facilitates on line banking in all the said 183 branches to the customers. Also 45 Automated Teller Machines (ATMs) were added during the year, taking the total of ATMs to 156. Bank has also entered into agreements with other Banks whereby the customers of the Bank could access 2000 plus “MITR” ATMs (covering ATMs of Punjab National Bank, Indian Bank, UTI Bank, Oriental Bank of Commerce and Indusind Bank) across the country apart from your bank’s 156 ATMs. Real Time Gross Settlement facility is offered at select 26 branches. Efforts are on to implement an Annual Report 2004-05 Directors’ Report interface for the RTGS system with our Core banking application which will facilitate customer transaction through RTGS in all our CBS branches. Inland Treasury Management System is computerized procuring license from Credence Analytics Systems. As an add on service to our customers, the Bank tied up with M/s Financial Software & Systems Pvt. Ltd., Chennai to allow our card holders to use our ATMs for the following activities. 1. Recharging of pre-paid mobile talk time 2. Recharging of STD/ISD calling rates 3. Recharging of Fixed Line Telephone Multi-city cheque facility which is in operation for the current and savings account holders facilitates transactions by the customers of the bank across any of the Core Banking Solution branches. Your Bank has developed a state of art Data Centre in Hyderadbad for the purpose of Disaster Recovery. A suitable Business Continuity Plan for the Bank for switching over the DRS in case of necessity is in progress. Bank has also implemented HR module of Enterprise Resource Planning (ERP) software developed by RAMCO systems in the Personnel Administration Department. 13. OTHER DEVELOPMENTS Your Bank has been a forerunner in participating any new initiatives in financial sector, taking long-term benefits into account. Following developments are in this connection: ‘Asset Reconstruction Company India Limited’ (ARCIL) has been set up as a company in private sector. The main objective of the company is to help the Banks and Financial Institutions in the recovery of NPA. The scope of business includes acquisition of secured and unsecured financial assets from Banks & Financial Institutions at discount rate and recovers the dues over a period of time with the support of legal system. Your Bank has contributed Rs.6.38 cr. in equity along with SBI, IDBI, ICICI Bank, HDFC, HDFC Bank etc., Based on National priorities & Government polices, your Bank has been extending credits to the needy segments. The commodity exchanges at national level has come to stay. National Commodity & Derivatives Exchange Ltd. (NCDEX) is one such on-line commodity exchange. It provides a world-class commodity exchange platform for market participants, to trade in a wide spectrum of commodity derivatives. In order to achieve the said objectives NCDEX has floated an associate company called, ‘M/s National Collateral Management Services Ltd’., (NCMSL) with a paid-up capital of Rs.30 crs. Your Bank is having an equity participation of Rs.1.50 crs in NCMSL along with other institutions like ICICI Bank, LIC, NABARD, NSE, CRISIL, PNB etc. Your Bank has also become one of the clearing banks of NCDEX. This initiative has thrown enormous opportunities to your Bank to extend credit to agriculture sector and traders. 14. AUDITORS The Statutory Auditors M/s Balu & Swamy Associates who hold office until the conclusion of the ensuing Annual General Meeting have audited the accounts of the bank for the year under report. M/s Balu & Swamy Associates have been associated with the Bank continuously for the last 4 years. In terms of the guidelines issued by the Reserve Bank of India, the Statutory Auditors can not continue to hold the office beyond 4 years. Reserve Bank of India on the recommendation of the Bank approved for appointment of M/s A. Thirumalaiappan & Co., Chartered Accountants, Karur as Statutory Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. The Bank received a certificate from the said Auditors that their appointment, if approved by the Members, would be within the limits prescribed under Sec 224 (1B) of the Companies Act, 1956. 15. STATUTORY DISCLOSURES None of the employees of the bank has received the emoluments for which particulars have to be disclosed under Sec 217 (2A) of the Companies Act, 1956 and the Rules framed thereunder. Hence the furnishing of information required under the said provisions does not arise. The remuneration drawn by Shri. P.T. Kuppuswamy, the Chairman and Chief Executive Officer of the bank is furnished elsewhere in this document. Directors’ Report Furnishing of Information relating to Conservation of Energy and Technology Absorption in terms of the provisions of Sec 217 (1) (e) do not apply to the bank. 16. BOARD OF DIRECTORS Shri P.T. Kuppuswamy was appointed as the Chairman and Chief Executive Officer of the Bank for a period of three years with effect from 1st June, 2002. The Board of Directors in the Meeting held on 25.02.2005 has recommended for extension of his term of office with revised remuneration and perquisites. The Reserve Bank of India accordingly approved extension of term of office of Shri P.T. Kuppuswamy as the Chairman and Chief Executive Officer of the Bank for further period of three years with effect from 1st June, 2005. His reappointment and revised remuneration and perquisites are covered in the Notice of the ensuing Annual General Meeting for approval of the Shareholders. Board also commends for approval of the said resolution. Shri Ramesan Ramanthan, resigned as a director of the Bank with effect from 19.01.2005. The Board records its appreciation for the services rendered by Shri Ramesan Ramanathan during his tenure as a director of the Bank. Directors Shri A S Janarthanan, Shri M G Sankkaranarayanan and Shri G Rajasekaran are retiring by rotation and being eligible offer themselves for reappointment. Shri T.R. Ramanathan was appointed as an Additional Director in the Board Meeting held on 27th May, 2005 and he holds the office of the Director until the date of the ensuing Annual General Meeting. He signified his candidature for the office of the director. Brief resume of the said four directors is given elsewhere in the report in terms of the Clause 49 of the Listing Agreement. The Board commends their appointment. 17. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Sec 217 (2AA) of the Companies Act 1956, the Directors of the Bank state that: (a) in the preparation of the annual accounts, the applicable accounting standards as modified and advised by RBI have been followed together with proper explanations for the departures where relevant. (b) generally accepted accounting policies and the Karur 28th May 2005. guidelines issued by the Reserve Bank of India had been followed consistently. (c) reasonable and prudent judgments and estimates had been made so as to give a true and fair view of the state of affairs of the bank as at 31.03.2005 and profit of the Bank for the year ended on that date. (d) proper and sufficient care was taken for the maintenance of adequate accounting records as per the applicable provisions governing banks in India. (e) the annual accounts had been prepared on a goingconcern basis 18. DELISTING Your Bank’s Equity shares were listed in the Madras, Coimbatore and National Stock Exchanges. In terms of the Resolution passed by the members of the Bank in the Annual General Meeting held on 22.07.2004 in view of the fact that there was no trading of bank’s equity shares on the Madras and Coimbatore Stock Exchanges for three years prior to the passing of the said resolution, the shares of the Bank were de-listed from the Madras and Coimbatore Stock Exchanges. However the equity shares of the Bank are continued to be on listing in the National Stock Exchange which has trading terminals all over the country. 19. ACKNOWLEDGEMENTS The Board expresses its sincere gratitude to the Reserve Bank of India, Government of India, State Governments, Securities and Exchange Board of India (SEBI) and other Regulatory Bodies for their support, guidance and counsel. Your Board also expresses its sincere thanks to our partners M/s Bajaj Allianz General Insurance Company Ltd, Birla Sun Life Insurance Company Ltd, i-Flex Solutions Ltd., Financial Software & Systems Pvt. Ltd., and Export Credit and Guarantee Corporation of India for their support in our business endeavours. Your Directors are also grateful to the shareholders, depositors, other clients, well wishers etc., for their continued support, patronage and goodwill and look forward for the same in the years to come. The Board places on record its appreciation for the dedication and contribution made for the growth of the bank by members of staff at all levels. For and on behalf of the Board of Directors P. T. KUPPUSWAMY Chairman Annual Report 2004-05 Corporate Governance A good Corporate Governance system envisages application of best Corporate Practices, adherence to ethical standards for effective management, establishment of higher standard of disclosure, transparency and performance and enhancement of wealth of all stake holders. 2. BOARD OF DIRECTORS: Shri P. T. Kuppuswamy is the Chairman and Chief Executive Officer (CEO) of the Bank. Apart from the Chairman and CEO, the Board consists of 9 directors. The Directors represent various sectors as mandated under the Banking Regulation Act, 1949. All the directors other than the Chairman are non-executive Directors. None of the directors of the bank is a member of more than 10 committees or Chairman of more than 5 committees across all companies in which he is a director. Other than the normal banking business transactions, neither the directors nor the relatives of the directors had any transactions which were materially significant to report for. KVB has always maintained its efforts to institutionalize Corporate Governance Practices and does not intend solely the adherence of regulatory framework but to be reflected in its values, beliefs. Corporate Governance for KVB is a continuous journey and seeks to maximize disclosures, transparency and performance and thereby enhancing the wealth of the shareholders and other stakeholders. I. The name, category and the sectoral representation of each of the director together with their attendance in the Board and the Committee Meetings during the fiscal 2004-05 are furnished below: No.of Meetings attended during the year 2004-2005 Sl No Name Category of Director Sectoral Representation Banking 01 Shri P T Kuppuswamy Chairman 02 Shri A S Janarthanan Promoter Family Business & Non-Executive Finance 03 Board (24 Meetings held) Advances S&D (7 (20 Meetings Meetings held) * held)** ALM (5 Meetings held)*** NPAM (5 Meetings held)**** NC (2 Meetings held)***** 24 6 20 5 5 2 24 7 19 5 5 2 Shri M G Sankkaranarayanan Promoter Family SSI & Finance Non-Executive 24 7 19 5 5 2 04 Shri G Rajasekaran Promoter Family Business & Non-Executive Finance 24 7 20 5 5 2 05 Shri K Ramadurai Independent Non-Executive 24 — — — — — Promoter Family Non-Executive SSI 24 7 20 5 5 — Independent Non-Executive Agriculture 14 — — — — — Independent Non-Executive Law 24 — — — 5 — Independent Non-Executive Law 22 — — — — — Agriculture & Information Technology 18 — — — — — 06 07 08 09 10 Shri M K Venkatesan Dr. V G Mohan Prasad Shri K S Ramabadran Shri K P Kumar Shri Ramesan Ramanathan Independent Non-Executive Accountancy Shri Ramesan Ramanathan resigned as a Director of the Bank with effect from 19.01.2005. * Advances - Advances Committee ** S & D - Staff & Development Committee *** ALM - Asset and Liability Management Committee **** NPAM - NPA Management & Fraud Monitoring Committee *****NC - Nomination Committee II. The Directors attendance at the last Annual General Meeting along with the details of directorship/ membership or chairmanship of the committees in other companies as on 31st March, 2005 is furnished hereunder. Sl.No Name of the Director 01 Shri P.T.Kuppuswamy 02 Attendance at last AGM (22.07.2004) Directorships in other Companies Memberships and/or Chairperson of committees in other companies Yes NIL NIL Shri A S Janarthanan Yes NIL NIL 03 Shri M G Sankkaranarayanan Yes NIL NIL 04 Shri G Rajasekaran Yes NIL NIL 05 Shri K Ramadurai Yes NIL NIL 06 Dr V G Mohan Prasad Yes NIL NIL 07 Shri K S Ramabadran Yes NIL NIL 08 Shri M K Venkatesan Yes NIL NIL 09 Shir K P Kumar Yes Director in: * Yokogawa India Ltd Audit Committee(Member) * Gokuldas Exports Ltd Audit (Member) * Britania Employees Medical Welfare Initial Public Offer Association Pvt.Ltd. and Shareholder * Britania Employees Grievance Redressal Educational Welfare Committees (Chairman) Association Pvt.Ltd. * Britania Employees General Welfare Association Pvt. Ltd. 3. AUDIT COMMITTEE: b. Reviewing adequacy of internal control systems and procedures. c. Reviewing adequacy of internal audit function and other related matters of internal inspection. The Audit Committee performs, inter-alia, the following functions. d. Interacting with Statutory and concurrent auditors. a. e. Review of quarterly, half yearly and annual financial statements before they are placed before the Board of Directors. Audit Committee of the bank consists of 5 directors and Director Shri K Ramadurai, a Chartered Accountant is the Chairman of the Committee. Overseeing the bank’s financial reporting system and disclosure of financial information to ensure the correctness of information, its adequacy. Annual Report 2004-05 The names of the present members of the Audit Committee, their attendance at the Audit Committee Meetings during the Financial Year 2004-2005 are given below. Sl.No. No.of Meetings held No.of Meetings Present (including as spl. Invitee) Chairman of the committee 6 6 01 Shri K Ramadurai 02 Shri A S Janarthanan * Director 6 2 03 Shri M K Venkatesan ** Director 6 3 04 Shri K S Ramabadran Director 6 6 05 Shri K P Kumar Director 6 6 06 Shri M G Sankkaranarayanan *** Director 6 4 07 Shri G Rajasekaran **** Director 6 3 * ** *** **** 4. Designation Name Shri Shri Shri Shri A S Janarthanan is a member of the Committee since 30.11.2004 M K Venkatesan is a member of the Committee since 23.07.2004 M G Sankkaranarayanan was a member of the Committee till 30.11.2004 G Rajasekaran was a member of the Committee till 23.07.2004 REMUNERATION TO DIRECTORS: Shri.P.T.Kuppuswamy, Chairman of the bank was paid Rs. 15,79,859/- as remuneration for the fiscal 2004-05 as per the terms of appointment approved by the Reserve Bank of India and also by the shareholders of the bank. All the other directors of the bank were paid only 6. sitting fee for each meeting of the Board and Committee attended by them. 5. BOARD PROCEDURES: During the fiscal 2004-2005, the Board met on 24 occasions covering all months of the year. The dates of the Board Meetings are furnished hereunder: 28.04.2004 29.04.2004 21.05.2004 22.05.2004 29.06.2004 30.06.2004 22.07.2004 23.07.2004 23.08.2004 24.08.2004 27.09.2004 28.09.2004 28.10.2004 29.10.2004 29.11.2004 30.11.2004 29.12.2004 30.12.2004 28.01.2005 29.01.2005 25.02.2005 26.02.2005 29.03.2005 30.03.2005 SHAREHOLDERS: Shri. Ramesan Ramanathan relinquished the Office of Director of the Bank with effect from 19.01.2005. Shri. A S Janarthanan, Shri. M G Sankkaranarayanan and Shri G Rajasekaran are retiring by rotation and seeking the approval of the shareholders for their reappointment. Shri. T R Ramanathan was appointed as an Additional Director in the Board Meeting held on 27th May 2005 and he will be holding the office until the date of the ensuing Annual General Meeting. He has signified his candidature for seeking appointment as a Director and accordingly his appointment is covered as an agenda item in the Notice of the Annual General Meeting . A brief resume including their expertise in specific functional areas, their directorships and membership, in committees of the Board/s of other companies of the above directors are furnished hereunder: Sl. No Name of the Director Sarvashri Appointment/ Reappointment 01 A S Janarthanan Reappointment He is director from the promoters’ NIL family. He is engaged in the business of distribution of Petroleum Products as also ‘Exide’ batteries and Finance. He is the President of Karur District Petroleum Dealers Association. He is the Vice-President of Tamil Nadu Petroleum Dealers Association. He is a member of the Federation of All India Petroleum Dealers Association. He has made significant contribution to the growth of the bank. 02 M G Sankkaranarayanan Reappointment He is director from the promoters’ family. He has expertise in the business of Finance, Textiles and Garments and SSI Units. His contribution to the development of the Bank is commendable. NIL 03 G Rajasekaran Reappointment He is director from the promoters’ f a m i l y. H e h a s e x p e r t i s e i n t h e business of Finance, Textiles and Garments. He has made immense contribution to the growth of the Bank. NIL 04 T R Ramanathan Appointment He is a graduate in Economics and Master of Arts and a Doctorate in Political Science. He is an agriculturist adopting modern methods of farming. He has made noteworthy contribution for the growth of the bank. Ram Programming Automation Research Solutions Private Limited 7. Brief Resume CUSTOMER SERVICE AND SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE: The Shareholders/Investors Grievance Committee was rechristened as Customer Service and Shareholders/Investors Grievance Committee in the Board Meeting held on 27.09.2004 so as to enlarge the scope of the Committee to look into the customer complaints, grievance mechanism adopted and time taken for redressel of the customer grievances. The Committee is headed by Shri.A.S.Janarthanan, a non-executive director. The Committee is comprised of the following directors: Shri.P.T.Kuppuswamy Shri.A.S.Janarthanan Shri.M.G.Sankkaranarayanan Shri.G.Rajasekaran Shri M.K.Venkatesan Chairman Director, Chairman of the Committee Director Director Director Other Directorships The Committee is empowered to consider the share transfers apart from delegation of power to the Chairman of the bank to consider the share transfers. The terms of reference of the Committee include: to look into the redressal of shareholders complaints relating to share transfers and transmissions, non receipt of dividends and annual reports, etc. ❖ to look into the redressal of grievances of customers of the Bank in connection with the services extended by the Branches/offices. ❖ During the fiscal the committee met once and all the members of the committee attended the meeting. There were 106 complaints in all pertaining to the transfer of shares, non-receipt of dividend warrants and Balance Sheets etc and all the complaints have been redressed. No compleint was pending as on 31st March 2005. Annual Report 2004-05 8. COMMITTEES OF THE BOARD : The details as to the members of the Committees other than Audit and Customer Service and Shareholders/ Investors Grievance Committees as on 31st March, 2005 are furnished hereunder. 3. M.G.Sankkaranarayanan 4. G.Rajasekaran 5. M.K.Venkatesan 3. 4. 5. 6. G.Rajasekaran M.G.Sankkaranarayanan M.K.Venkatesan K.S.Ramabadran NOMINATION COMMITTEE Sarvashri ADVANCES COMMITTEE STAFF AND DEVELOPMENT COMMITTEE Sarvashri Sarvashri 1. 2. 3. 4. 5. 1. 2. 3. 4. 5. P.T.Kuppuswamy, Chairman A.S.Janarthanan M.G.Sankkaranarayanan G.Rajasekaran M.K.Venkatesan P.T.Kuppuswamy, Chairman A.S.Janarthanan M.G.Sankkaranarayanan G.Rajasekaran M.K.Venkatesan ASSET LIABILITY MANAGEMENT COMMITTEE NPA MANAGEMENT AND FRAUD MONITORING COMMITTEE Sarvashri Sarvashri 1. P.T.Kuppuswamy, Chairman 1. P.T.Kuppuswamy, Chairman 2. A.S.Janarthanan 2. A.S.Janarthanan 9. 1. 2. 3. 4. P.T.Kuppuswamy, Chairman A.S.Janarthanan M.G.Sankkaranarayanan G.Rajasekaran The Nomination Committee met on two occasions to scrutinize the declaration cum undertakings furnished by the aspirants for the office of the Director and Directors seeking reappointment and decided their suitability/unsuitability for appointment or reappointment as Directors of the Bank based on qualification, expertise, track record, integrity and other fit and proper criteria. ANNUAL GENERAL MEETINGS: Information relating to last three Annual General Meetings together with the details as to special resolutions passed is furnished herebelow: Name of theMeeting 83rd AGM Day, Date And Time of Meeting Monday 15.07.2002 10.30 A.M. Venue Regd. & Central Office, Erode Road, Karur Special ResolutionsTransacted 1. Amendment to Articles of Association U/s 31 of Companies Act, 1956 by insertion of new Article 16 A - for making calls on shares. 2. Reappointment of Shri.A.D.Navaneethan as the Chairman and C.E.O. of the bank under Section 35 B of the Banking Regulation Act, 1949 for over 3 months from 23.02.2002 to 31.05.2002. 3. Appointment of Shri. P.T.Kuppuswamy as the Chairman and C.E.O. of the bank under Section 35 B of the Banking Regulation Act, 1949 for 3 years from 01.06.2002 as per the terms set out in the resolution. 84th AGM Monday 28.07.2003 10.15 A.M. Regd. & Central Office, Erode Road, Karur. Amendement to Articles of Association U/s 31 of the Companies Act, 1956 empowering the Board of Directors of the Bank to decide on the Issue of Bonus shares. 85thAGM Thursday 22.07.2004 10.30 A.M. Regd. & Central Office, Erode Road, Karur. 1. Delisting of Equity Shares from the Madras and Coimbatore Stock Exchanges in terms of SEBI (Delisting of Securities) Guidelines 2003. 2. Amendement to Articles of Association U/s 31 of the Companies Act, 1956 by insertion of a new Clause 20 (V) which restricts any cases against the Bank pertaining to General Meetings or meetings of Board or Committee of Directors of the Bank shall be filed only in courts in Karur. 10. DISCLOSURE: The bank has complied with the various rules and regulations prescribed by the RBI, Stock Exchanges, Securities and Exchange Board of India (SEBI) and other Statutory authority on matters relating to Banking and Capital Markets during the last three years and there have been no instances of strictures passed or penalties imposed on the bank by the RBI, Stock Exchange/s or SEBI or any other Regulatory Authority on any of the matters. 4 Date of the Book Closure : 11th July 2005 to 21st July 2005 (Both days inclusive) 5. Dividend Payment Date : 21st July 2005 6. Listing on Stock Exchanges : The Equity shares of the Bank are listed on National Stock Exchange of India Limited. The shares are being traded as a permitted security in Bombay Stock Exchange. 11. MEANS OF COMMUNICATION: 1. 2. 3. The Board of the bank takes on record the unaudited financial statements but subjected to Limited Review by the Statutory Auditors for the first, second and third quarters within one month after the end of each quarter for which the accounts are related and audited financial statements for the fourth quarter. The unaudited as well as the audited financial results were intimated forthwith to all Stock Exchanges where the shares of the bank are listed viz: Madras Stock Exchange, Coimbatore Stock Exchange and National Stock Exchange (presently to National Stock Exchange only as the shares have been delisted from other two Stock Exchanges) besides being posted on the bank’s website: www.kvb.co.in The quarterly, half yearly and annual results are published mostly in leading news papers such as: The Business Line, Financial Express, The Economic Times and in Tamil vernacular newspaper ‘Dinamalar.’ 12. GENERAL SHAREHOLDER INFORMATION: 7. Market Price Data : (High and Low prices of equity shares of the bank during each month are furnished hereunder.) Month High (Rs) Low (Rs) April 2004 419.15 359.50 May 2004 414.85 265.80 June 2004 319.90 280.00 July 2004 369.90 282.00 August 2004 308.00 235.00 September 2004 338.50 266.50 October 2004 338.75 271.15 November 2004 344.00 275.00 December 2004 533.90 312.45 January 2005 545.00 455.80 February 2005 491.05 428.00 March 2005 468.00 375.10 Annual General Meeting THE REGISTRAR AND SHARE TRANSFER AGENT: 1. Date : 21st July 2005 2. Time and Venue : 10.15 A.M. The Registered Office of the Bank, Erode Road, Karur – 639 002 3. Financial year : 01.04.2004 to 31.03.2005 M/s SKDC Consultants Ltd., No.11, Street No.1, S.N.Layout, Tatabad, Coimbatore 641 012 (Ph. No(s) 0422-5549995 / 2499803) are the Registrar and Transfer Agent for both the Physical as well as the Demat segment of equity shares of the bank. The shareholders are requested to correspond only with the Registrar on any matter relating to both Physical and Demat segment of shares. Annual Report 2004-05 Distribution of shareholding as on 31.03.2005: No. of Shares (Category) No.of Shares Physical Demat Total No. of Shareholders % Physical Demat Total % Upto 250 7,42,024 8,14,903 15,56,927 8.66 12,640 10,386 23,026 77.21 251-500 4,78,263 7,15,204 11,93,467 6.64 1,343 1,967 3,310 11.10 501-1000 4,47,824 8,42,977 12,90,801 7.18 626 1,138 1,764 5.92 1001-2000 4,15,922 8,05,159 12,21,081 6.79 297 563 860 2.88 2001-3000 2,22,451 4,33,411 6,55,862 3.65 91 173 264 0.89 3001-4000 1,51,338 3,85,429 5,36,767 2.99 43 112 155 0.52 4001-5000 1,10,353 2,78,398 3,88,751 2.16 24 61 85 0.29 5001-10000 3,94,974 8,40,744 12,35,718 6.87 57 120 177 0.59 10001 & above 9,06,986 89,92,075 98,99,061 55.06 39 142 181 0.60 38,70,135 1,41,08,300 1,79,78,435 100.00 15,160 14,662 29,822 100.00 21.53 78.47 100.00 50.83 49.17 100.00 Total % to Total DEMATERIALISATION OF BANK’S SHARES: The Bank’s scrip was put on compulsory demat segment with effect from 26.03.2001 and is being traded in dematerialsied form. As on 31.03.2005, 78.47% of our paid up share capital has been dematerialised as detailed herebelow: No. of shares dematerialised as on 31.03.2005 : 1,41,08,300 Percentage to paid up capital 78.47 % : STOCK CODE : (ISIN NO.) : KARURVYSYA : INE036D01010 LOCATION OF THE REGISTERED OFFICE: The Registered and Central Office of the Bank is located at Karur, in the State of Tamil Nadu. Address for Communication: The Karur Vysya Bank Limited, Regd. and Central Office, Post Box No.21, Erode Road, Karur 639 002, Tamil Nadu. Phone : 04324-226520,225521-25 Fax : 04324-225700 E-Mail : [email protected] Website : www.kvb.co.in Management Discussion and Analysis A. INDUSTRY STRUCTURE AND DEVELOPMENTS Commercial Banking in the country has undergone rapid changes ever since the advent of reforms in 1991. During the initial stages the commercial banks were in the private sector, which moved to public sector during 1969 and 1980. With the proposal of the Government to divest its stake in public sector banks from the existing stake to 51% and still further to 33%, these banks are again moving towards partial privatization. Apart from this, the entry of new generation private sector banks and the conversion of development banks added a new complexion to the industry. As per RBI’s new policy frame work foreign banks are given an option to undertake the banking activity in the country either through its branch network or through subsidiaries. There have been emergence of new trends in the industry thanks to the reform process initiated by the Government. These trends include: B. the bank. Massive credit expansion has been a trend observed over a period of time. Based on the economic factors as also on the performance during the fiscal 2004-05, it is estimated that the aggregate deposits of the commercial banks would grow around 15% over the previous fiscal. The non-food credit including non-SLR investments is also expected to increase by around 19%. Against this backdrop the banks have converted constraints into opportunities which include the following: • Changing customer needs resulted in product innovation which has become the order of the day. Banks evolved a clear cut strategy to price and to market the products to withstand the competition from others and thereby achieving the targets and maintaining the income streams. - universal banking - increased customer orientation and focus • Declining interest rates on loan products led narrowing down of spreads. Banks are forced to focus attention on spread management. - emphasis on risk based management from process/ transaction based management • Banks assumed vigorous posture on NPAs and thrust was given on quality of assets. - measuring the performance of a bank with various yardsticks viz., strength of the balance sheet, low NPA ratios, return on assets, profitability, quality of assets, capital adequacy etc • Balance sheet management and Asset Liabilities Management were given prime importance. - replacing brick and mortar banking, pen and ink banking by hi-tech banking - emergence of good corporate governance practices • Banks have been pro-active and focussed on emerging challenges and quickly responded to these challenges so as to perform well and prosper. While meeting the emerging challenges banks started ensuring financial soundness. There has been a shift from the traditional financing. Extending credit to consumption purpose was considered a taboo in earlier days. Now retail lending takes precedence over other credits. • Intense competition among the bankers has taken aggressiveness to that of industries to attract and retain better rated borrowers as also to meet the ever increasing needs of customers. With the entry of new generation private sector banks with a lean and clean structure, backed by initial technology advantage, the existing players have been forced to change their style of functioning to compete with the new entrants as also to attract customers. • Because of high credit growth and low deposit accretion, banks are forced to seek innovative means to access float funds or low cost funds for long durations. OPPORTUNITIES AND THREATS The post liberalization era has opened up plenty of opportunities for the commercial banks to diversify its activities into new areas with new products and services. Deregulation of interest rates on deposits, lowering of reserve requirements etc led to improved efficiency. There is vast retail market for the various products of Retail credit has assumed magnificent growth in recent times. Housing sector and non-priority loans grew 42.1% and 26% respectively during 2003-2004. However banks would turn cautious in respect of Housing finance in future in view of increasing defaults as also asset liability mismatches. Agricultural sector is being viewed as a sound business proposition in recent years. Annual Report 2004-05 Banks are in the forefront to tap the services sector such as health care, trade, hospitality, IT and Tourism in the years to come. Your bank is aware of all these developments and modulating and meeting the needs of clientele and thus sustaining income streams. C. l. connecting to the National Financial Switch (NFS) developed by Institute for Development and Research in Banking Technology (IDRBT) - enabling the clientele to operate his account through any bank ATM in the country. E. RISKS AND CONCERNS Being financial intermediaries banks face all kinds of risks such as interest rate risk, market risk, credit risk, country risk, operational risk etc. SEGMENT WISE AND PRODUCT WISE PERFORMANCE The segment wise performance of the bank in terms of deposits and advances is furnished below: DEPOSITS (Rs. in Crs) Savings Deposits 845.25 Cash Credits, Overdrafts and Demand Loans Demand Deposits 785.23 Bills Purchased and Discounted 279.80 Term Deposits D. (Rs.in Crs) ADVANCES 5041.71 Term Loans The Internal Audit Department of the bank in the Central Office takes care of the operational risks in the functioning of the bank. The technology risk is being addressed with the systems audit. Bank also opened Disaster Recovery Site in Hyderabad to address the risks arising out of technology. Credit risk is being effectively addressed by a Risk Management Department at the Central Office. Market Risk measurement techniques such as duration gap analysis and value at risk are fully in place. 1808.53 2652.68 OUTLOOK F. INTERNAL CONTROL SYSTEMS AND ADEQUACY Your Bank has a well knit Internal Audit Department which is supervising the internal control mechanism. The Department conducts internal audit of various branches every year. It also conducts the systems audit since the computerized environment is in place in all branches. Apart from the regular inspection of branches, the Department is also conducting Revenue Audit and Risk Based Internal Audit of select branches and offices. Large branches are covered under Concurrent Audit by Chartered Accountant Firms. All large, very large and exceptionally large branches are covered under Information Systems Audit by outside Chartered Accountant Firms with members possessing SISA/DISA qualifications. Bank is also engaging the services of Chartered Accountant Firms with specialists in Stock Audit for the purpose of stock audit of its large working capital borrowal accounts. G. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFROMANCE Your Bank has posted an operating profit of Rs.199.23 crs (Rs.214.55 crs) during the year under report. The net profit of the bank registered Rs.105.34 crs for 2004-05 as against Rs.161.97 crs during the fiscal 200304. The profits would have been higher but for charging of Rs.67.86 crs to the Profit and Loss account covering depreciation of Rs. 44.01 crs. on account of shifting of securities from Available for Sale (AFS) to Held to Maturity (HTM) category in view of rising interest rates, Rs.12.89 crs towards revaluation of Government Backed by the technological advancements and by keeping a vigil on the happenings in the banking sector, your bank is embarking upon the following: a. having achieved 100% computerization of all its operations and established inter connectivity to 183 branches, the bank is marching ahead in establishing inter-connectivity to the remaining branches. b. expanding the logistical presence to other areas to reach out new clients and expand its operations. c. to garner low cost deposits and achieve Rs.1000 cr mark each in Savings and Current deposits in the current fiscal 2005-06. d. utility payments through ATMs. e. operational cost reduction to sustain the income. f. increase in cross selling of para banking products. g. new areas of business such as derivatives trading. h. Internet banking to facilitate banking from the desk of the customer by the click of the mouse. i. Mobile Banking : helps the clientele to have the banking operations at his doorstep. j. Installation of additional 50 ATMs to add to the existing 156 ATMs. k. Cheque Truncation System. securities under AFS and Held for Trading (HFT) categories and amortization of premium of Rs.10.96 crs on securities under HTM category. Also the bank has made a provision of Rs.7 crs towards wage revision for employees and officers of the bank in addition to Rs. 8 crs provided in the fiscal 2003-04. The aggregate deposits stood at Rs.6672.19 crs as at 31.03.2005 up by Rs.760.72 crs from Rs.5911.47 crs as on 31.03.2004. Credit portfolio was up by Rs. 639.87crs registering 15.60% growth to reach at Rs.4741.01 crs over the previous fiscal (Rs.4101.14 crs). Continuous thrust given to the recovery of overdue loan assets yielded results with the Gross and Net NPAs declined to 5.10% and 1.66% as on 31.03.05 as against 5.83% and 2.32% respectively in the previous fiscal. Net worth rose from Rs.712.03 crs as at 31.03.04 to Rs.760.88 crs as at 31.03.05 registering a growth rate of 6.86 % over the previous fiscal. Book value of the share and the Earnings per share were at Rs. 423.23 and Rs. 58.59 respectively as on 31.03.2005. H. HUMAN RESOURCES, INDUSTRIAL RELATIONS It is very essential that in order to meet the challenges and opportunities in future, the man power available within the bank has to be given constant training and development in order to update their skills. Banking being a service industry, personnel play a vital role in its business for making the same enduring. Your Bank is constantly upgrading the skills of the human resources in all respects including in the context of the computerized environment. Incentives are being extended to the staff for efficient performance based on various parameters. The bank continues its focus on talent management. The Staff Training College imparts training to our employees and also conducts talent tests on the systems and procedures and awards are distributed to the performers. Besides, the Executives and Officials are being deputed for training at country’s renowned external training institutions such as BTC, SIBSTC, IDRBT etc. Since the Bank’s operations are fully computerized and 218 branches/offices migrated to Core Banking Solution, 2087 personnel were trained in the ‘Flex cube’ software during the fiscal 2004-05. The Bank has 2811 employees as on 31.03.2005. AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE To the members of The Karur Vysya Bank Limited We have examined the compliance of conditions of Corporate Governance by The Karur Vysya Bank Limited for the year ended on 31st March, 2005 as stipulated in clause 49 of the Listing Agreement of the said Bank with stock exchange(s). The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Bank for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Bank. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Bank has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Bank nor the efficiency or effectiveness with which the management has conducted the affairs of the Bank. For Balu and Swamy Associates Chartered Accountants Karur 27.05.2005 S.RAMASWAMY Partner Annual Report 2004-05 Auditors’ Report to Shareholders 1. We have audited the attached Balance sheet of The Karur Vysya Bank Limited, Karur as at 31st March, 2005 and also the annexed Profit and Loss account of the Bank and the cash flow statement for the year ended on that date in which are incorporated the returns of 14 Offices/Branches audited by us and 254 Offices/ Branches (including Extension Counters/Satellite Branches) audited by Branch Auditors. These financial statements are the responsibilities of the Banks’ Management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. The Balance sheet and the Profit and Loss account have been drawn up in accordance with the provisions of Section 29 of the Banking Regulation Act, 1949 read with Section 211 of the Companies Act, 1956. proper returns adequate for the purpose of our audit have been received from the branches of the Bank. (d) The Balance Sheet and Profit and Loss Account of the Bank dealt with by this report are in agreement with the books of account and with the audited returns from the branches. (e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2005 from being appointed as a director in terms of clause (g) of Subsection (1) of Section 274 of the Companies Act, 1956. (f) In our Opinion, the Profit and Loss Account and the Balance Sheet dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, in so far as they apply to the Banks. (g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting policies and Notes thereon give the information required by the Companies Act, 1956, in the manner so required for banking companies, and on such basis, give a true and fair view: 4. The reports on the accounts of the Branches audited by Branch Auditors have been dealt with in preparing our report in the manner considered necessary by us. a) in the case of the said Balance Sheet, of the state of affairs of the Bank as at 31st March 2005; 5. We report that: b) in the case of the Profit and Loss Account, of the profit for the year ended on that date and c) in the case of the cash flow statement, of the cash flow of the Bank for the year ended on that date. (a) We have obtained all the information and explanations, which, to the best of our knowledge and belief, were necessary for the purpose of our audit and have found them to be satisfactory. (b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank. (c) In our opinion, proper books of account as required by law have been kept by the Bank so far as it appears from our examination of those books and For Balu and Swamy Associates Chartered Accountants Karur – 639 002 27th May, 2005 (S Ramaswamy) Partner Balance Sheet as at 31st March 2005 (000’s omitted) CAPITAL & LIABILITIES SCHEDULE As on 31.03.2005 Rs. As on 31.03.2004 Rs. Capital 1 17,97,84 17,97,77 Reserves & Surplus 2 742,89,65 694,04,93 Deposits 3 6672,18,95 5911,47,83 Borrowings 4 92,31,47 103,18,60 Other Liabilities and Provisions 5 359,46,90 380,74,09 7884,84,81 7107,43,22 TOTAL ASSETS Cash and Balances with Reserve Bank of India 6 381,49,16 327,03,91 Balances with Banks and Money at call and short notice 7 273,67,92 270,74,96 Investments 8 2219,02,97 2173,01,38 Advances 9 4619,80,04 4023,24,31 Fixed Assets 10 102,15,59 92,17,95 Other Assets 11 288,69,13 221,20,71 7884,84,81 7107,43,22 2003,48,07 1958,65,78 381,66,91 432,87,25 TOTAL Contingent Liabilities 12 Bills for collection P T Kuppuswamy Chairman G Rajasekaran Director K S Ramabadran Director Athi S Janarthanan Director K Ramadurai Director K P Kumar Director M G Sankkaranarayanan Director V G Mohan Prasad Director N S Venkatarama Guptha Executive Director S Nagarajan Senior General Manager KARUR - 639 002. 27th May 2005 R Venkataramana Company Secretary As per our report For Balu and Swamy Associates Chartered Accountants S Ramaswamy Partner Annual Report 2004-05 Profit and Loss Account for the year ended 31st March, 2005 (000’s omitted) SCHEDULE I II III IV INCOME Interest earned Other Income TOTAL EXPENDITURE Interest expended Operating expenses Provisions and Contingencies TOTAL Year ended 31.03.2005 Rs. Year ended 31.03.2004 Rs. 13 14 590,76,60 113,15,40 703,92,00 647,62,38 74,24,55 721,86,93 15 16 334,07,32 170,61,48 93,89,06 598,57,86 350,41,61 156,90,17 53,50,54 560,82,32 105,34,14 1,09,83 106,43,97 161,04,61 1,33,37 162,37,98 31,75,00 Nil Nil Nil 54,00,00 17,97,84 2,52,15 106,24,99 18,98 106,43,97 48,50,00 Nil 40,00,00 11,00,00 41,50,00 17,97,84 2,30,35 161,28,19 1,09,79 162,37,98 PROFIT Net Profit for the year Profit brought forward ** TOTAL APPROPRIATIONS Transfers to Statutory Reserve Capital Reserve Investment Fluctuation Reserve Contingency Reserve Revenue & Other Reserves Proposed Dividend Dividend Tax BALANCE OF PROFIT TOTAL ** includes excess provision of Rs. 4,581/- transferred from proposed Dividend for the year 2003-2004 Significant Accounting Policies Notes on Accounts 17 18 P T Kuppuswamy Chairman G Rajasekaran Director K S Ramabadran Director Athi S Janarthanan Director K Ramadurai Director K P Kumar Director M G Sankkaranarayanan Director V G Mohan Prasad Director N S Venkatarama Guptha Executive Director S Nagarajan Senior General Manager KARUR - 639 002. 27th May 2005 R Venkataramana Company Secretary As per our report For Balu and Swamy Associates Chartered Accountants S Ramaswamy Partner Schedules (000’s omitted) As on 31.03.2005 Rs. As on 31.03.2004 Rs. 50,00,00 50,00,00 17,97,84 17,97,84 17,97,84 17,97,84 Nil 7 17,97,84 17,97,77 227,18,31 178,68,31 31,75,00 48,50,00 258,93,31 227,18,31 6,67,16 6,67,16 Nil Nil 6,67,16 6,67,16 29,88,76 18,90,52 53 10,98,24 29,89,29 29,88,76 322,36,16 280,86,16 54,00,00 41,50,00 376,36,16 322,36,16 SCHEDULE 1 - CAPITAL Authorised Capital 5,00,00,000 Equity Shares of Rs.10/- each Issued Capital: 1,79,78,435 Equity Shares of Rs.10/- each Paid up Capital: 1,79,78,435 Equity Shares of Rs.10/- each Less: Allotment/Call Money due TOTAL SCHEDULE 2 - RESERVES AND SURPLUS I Statutory Reserve Opening Balance Addition during the year II Capital Reserve Opening Balance Addition during the year III Share Premium Opening Balance Addition during the year IV General Reserve Opening Balance Addition during the year Annual Report 2004-05 Schedules (000’s omitted) As on 31.03.2005 Rs. As on 31.03.2004 Rs. 70,84,75 30,84,75 Nil 40,00,00 70,84,75 70,84,75 36,00,00 25,00,00 Nil 11,00,00 36,00,00 Nil Nil 36,00,00 18,98 1,09,79 742,89,65 694,04,93 i) From Banks 14,69,71 18,59,01 ii) From Others 770,53,23 634,72,23 785,22,94 653,31,24 845,25,12 698,61,86 i) From Banks 531,01,14 584,77,17 ii) From Others 4510,69,75 3974,77,56 5041,70,89 4559,54,73 6672,18,95 5911,47,83 6672,18,95 5911,47,83 Nil Nil 6672,18,95 5911,47,83 SCHEDULE 2 - RESERVES AND SURPLUS (Contd.) V Investment Fluctuation Reserve Opening Balance Addition during the year VI Contingency Reserve Opening Balance Addition during the year Amount transferred to Provision for bad and doubtful debts VII Balance of Profit TOTAL SCHEDULE 3 - DEPOSITS A I. Demand Deposits II. Savings Bank Deposits III. Term Deposits TOTAL OF I, II & III B Deposits of Branches i) In India ii) Outside India TOTAL Schedules (000’s omitted) As on 31.03.2005 Rs. As on 31.03.2004 Rs. i) Reserve Bank of India Nil Nil ii) Other Banks 10 1,58 85,32,65 29,47,87 85,32,75 29,49,45 6,98,72 73,69,15 92,31,47 103,18,60 Nil Nil 150,53,87 151,65,21 Nil 23,62,41 35,30,16 35,20,97 Nil 6,00,90 V Others (including provisions) 173,62,87 164,24,60 TOTAL 359,46,90 380,74,09 64,78,20 48,98,65 316,70,96 278,05,26 381,49,16 327,03,91 SCHEDULE 4 - BORROWINGS I Borrowings in India iii) Other Institutions and Agencies II Borrowings outside India TOTAL Secured Borrowings included in I and II above SCHEDULE 5 - OTHER LIABILITIES AND PROVISIONS I Bills Payable II Inter Office Adjustments (Net) III Interest Accrued IV Deferred Tax SCHEDULE 6 - CASH AND BALANCES WITH RESERVE BANK OF INDIA I Cash in Hand (Including Foreign Currency Notes) II Balances with Reserve Bank of India In Current Account TOTAL Annual Report 2004-05 Schedules (000’s omitted) As on 31.03.2005 Rs. As on 31.03.2004 Rs. 24,96,04 19,64,76 225,28,77 236,28,73 20,00,00 Nil 270,24,81 255,93,49 3,43,11 14,81,47 273,67,92 270,74,96 1841,86,46 1685,79,83 ii) Other Approved Securities 32,33,37 36,33,37 iii) Shares 43,93,50 21,59,32 266,14,13 358,37,27 34,75,51 70,91,59 2219,02,97 2173,01,38 2243,29,64 2185,67,86 24,26,67 12,66,48 2219,02,97 2173,01,38 Nil Nil SCHEDULE 7 - BALANCES WITH BANKS AND MONEY AT CALL & SHORT NOTICE I In India i) Balances with Banks a) In Current Accounts b) In Other Deposit Accounts ii) Money at Call and Short Notice with Banks II Outside India In Current Accounts TOTAL SCHEDULE 8 - INVESTMENTS I Investments in India in i) Government Securities iv) Debentures and Bonds v) Others : Mutual Fund Units TOTAL Gross Investments in India Less : Provision for Investment Depreciation and impairment Net Investments in India II Investments outside India Schedules (000’s omitted) As on 31.03.2005 Rs. As on 31.03.2004 Rs. 269,43,67 200,60,50 ii) Cash Credits, Overdrafts and Loans repayable on Demand 1755,56,69 1422,75,96 iii) Term Loans 2594,79,68 2399,87,85 4619,80,04 4023,24,31 3505,67,89 3000,44,83 ii) Covered by Bank / Government guarantees 350,08,64 446,13,08 iii) Unsecured 764,03,51 576,66,40 TOTAL 4619,80,04 4023,24,31 i) Priority Sector 1803,16,91 1508,87,09 ii) Public Sector 531,89,68 591,77,72 iii) Banks 8,08 6,50 iv) Others 2284,65,37 1922,53,00 TOTAL 4619,80,04 4023,24,31 Nil Nil 4619,80,04 4023,24,31 65,74,79 59,65,55 1,02,79 6,10,67 66,77,58 65,76,22 1,96,72 1,43 64,80,86 65,74,79 SCHEDULE 9 - ADVANCES A i) Bills purchased and discounted TOTAL B C i) Secured by tangible assets (incl. Book Debts) I Advances in India II Advances Outside India TOTAL SCHEDULE 10 - FIXED ASSETS I Premises : At cost as on 31st March of the preceding year Addition during the year Deduction during the year Annual Report 2004-05 Schedules (000’s omitted) As on 31.03.2005 Rs. As on 31.03.2004 Rs. 12,63,10 10,54,89 52,17,76 55,19,90 35,38 22,16 84,82,04 64,85,13 30,44,99 20,17,39 115,27,03 85,02,52 15,64 20,48 115,11,39 84,82,04 65,48,94 48,06,15 49,62,45 36,75,89 102,15,59 92,17,95 41,13,04 Nil II Interest Accrued 65,70,09 68,33,46 III Tax paid in advance / Tax deducted at source 88,08,18 82,06,89 IV Stationery and Stamps 2,20,68 1,95,04 Nil Nil 1,59,87 1,59,87 VII Others 89,97,27 67,25,45 TOTAL 288,69,13 221,20,71 SCHEDULE 10 - FIXED ASSETS (Contd.) Depreciation to date II Building under construction III Other Fixed Assets : (Including Furniture & Fixtures) At cost as on 31st March of the preceding year Addition during the year Deduction during the year Depreciation to date TOTAL SCHEDULE 11 - OTHER ASSETS I Inter Office Adjustments (Net) V Deferred Tax VI Non Banking Assets acquired in satisfaction of claims Schedules (000’s omitted) As on 31.03.2005 Rs. As on 31.03.2004 Rs. 4,86,24 4,87,33 1068,99,92 1125,71,00 III Guarantees given on behalf of Constituents in India 367,62,50 423,28,84 IV Acceptances, Endorsements and other Obligations 561,99,41 404,78,61 Nil Nil 2003,48,07 1958,65,78 Year ended 31.03.2005 Rs. Year ended 31.03.2004 Rs. 385,73,91 361,00,53 189,88,07 265,93,22 15,14,15 20,03,61 IV Others 47 65,02 TOTAL 590,76,60 647,62,38 58,83,04 55,60,63 27,55,75 68,09 4,24 - 3,04 IV Profit on exchange transactions - Net 10,30,27 8,77,21 V Miscellaneous Income 16,42,10 9,21,66 113,15,40 74,24,55 SCHEDULE 12 - CONTINGENT LIABILITIES I Claims against the Bank not acknowledged as debts II Liability on account of outstanding Forward Exchange Contracts V Other items for which the Bank is contingently liable/Bills of exchange rediscounted with IDBI TOTAL SCHEDULE 13 - INTEREST EARNED I Interest / discount on advances/bills II Income on Investments III Interest on balances with Reserve Bank Of India and other inter-bank funds SCHEDULE 14 - OTHER INCOME I Commission, Exchange and Brokerage II Profit/Loss on sale of investments-Net III Profit on sale of land, buildings and other assets TOTAL Annual Report 2004-05 Schedules (000’s omitted) Year ended 31.03.2005 Rs. Year ended 31.03.2004 Rs. 322,94,16 333,11,62 SCHEDULE 15 - INTEREST EXPENDED I Interest on Deposits II Interest on Reserve Bank of India/ Inter-bank borrowings 7,79,37 11,59,84 Others 3,33,79 5,70,15 TOTAL 334,07,32 350,41,61 76,35,81 78,87,01 10,93,56 2,24,55 8,34,46 19,51,00 32,56 29,21 9,28,72 2,22,65 3,37,31 14,65,42 28,04 25,68 68,77 9,04,21 2,82,94 5,20,11 34,84,30 3,57,90 6,36,74 2,49,95 2,87,46 32,63,29 170,61,48 156,90,17 III SCHEDULE 16 - OPERATING EXPENSES I Payments to and Provisions for employees II III IV V VI VII Rent, Taxes and Lighting Printing and Stationery Advertisement and Publicity Depreciation on Bank’s Property Directors’ fees, allowances and expenses Auditors’ fees and expenses (includes for branch auditors) VIII Law Charges IX Postages, Telegrams, Telephones, etc. X Repairs and maintenance XI Insurance XII Other Expenditure TOTAL Schedules SCHEDULE 17 SIGNIFICANT ACCOUNTING POLICIES 1. GENERAL The accompanying financial statements have been prepared on historical cost basis in conformity with prevalent statutory provisions and standard accounting practices except wherever otherwise stated. 2. FOREIGN EXCHANGE TRANSACTIONS 2.1 Monetary assets and liabilities have been translated at the year end exchange rates as advised by FEDAI. 2.2 Income and Expenditure items have been translated at the exchange rates prevailing on the date of transactions. 2.3 Profit or loss on pending forward exchange contracts is accounted for at the rates prevailing at the close of the year as advised by FEDAI. 3. INVESTMENTS Investments of the Bank have been grouped under three categories viz., Held to Maturity, Available for Sale and Held for Trading and valued as per Reserve Bank of India guidelines. 4. ADVANCES All advances have been classified as per prudential norms prescribed by the Reserve Bank of India. Advances shown in the Balance Sheet are net of provisions. 5. FIXED ASSETS 5.1 Premises and other fixed assets have been accounted for at historical cost as reduced by depreciation written off. 5.2 Depreciation has been provided on diminishing balance method at the rates specified in the schedule XIV of the Companies Act, 1956, except on computers. On computers including software, depreciation has been provided on straight line method at 33.33% as advised by Reserve Bank of India. In respect of leased assets, depreciation has been provided by charging the cost of the assets over the primary lease period. 6. STAFF BENEFITS Provisions for Gratuity, Pension and Leave encashment on retirement are made on accrual basis as per Actuarial valuation as at the year end. 7. REVENUE/EXPENDITURE RECOGNITION 7.1 Interest income on all advances other than non-performing assets is recognised on accrual basis. In respect of non-performing assets interest is recognised on cash basis. 7.2 Commission (including commission received on Insurance business), exchange, brokerage and locker rent are accounted on cash basis. 7.3 Expenditure is generally accounted on accrual basis. 8. NET PROFIT The net profit disclosed in the Profit and Loss Account is arrived at after providing for contingencies which include, Provision for taxes on income in accordance with statutory requirements Provision for Non-Performing Assets and Provision for depreciation on investments. Annual Report 2004-05 Schedules SCHEDULE 18 NOTES FORMING PART OF BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 1. INTER-BRANCH TRANSACTIONS: Inter-branch/Office Accounts Reconciliation has been completed upto 31.03.2005 and all the inter-branch entries have been reconciled upto 31.03.2005. 2. BALANCING OF BOOKS: The books of account have been balanced and tallied in all branches of the Bank upto 31.03.2005. The reconciliation of accounts with other banks has been completed upto 31.03.2005. 3. INVESTMENTS: 3.1 The Investment portfolio of the Bank has been classified into three categories viz. Held to Maturity, Available for Sale, Held for Trading and the valuation of securities as on 31.03.2005 has been made as per the quotations of FIMMDA and in conformity with the guidelines of Reserve Bank of India. 3.2 As permitted by Reserve Bank of India, the Bank had shifted certain securities from Available for Sale category to Held to Maturity category and provided depreciation to the tune of Rs.44.01 crore arising out of shifting of securities. 3.3 Investment Fluctuation Reserve as at 31.03.2005 stands at Rs.70.85 crore and this works out to 8.28% of our Investment portfolio (excluding investments under Held To Maturity category), which is higher than Reserve Bank of India’s prescription level of 5% to be achieved in March 2006. 3.4 The Bank has not transferred the amount in excess of the said 5 per cent in the Investment Fluctuation Reserve to Statutory Reserve, eventhough the same is permitted as per Reserve Bank of India circular, RBI / 2004-05/448 DBOD. No. BP. BC. 85 / 21.04.141 / 2004-05 dated April 30, 2005. 4. ADVANCES: Income recognition, asset classification and provisioning have been carried out as per the prudential accounting norms prescribed by the Reserve Bank of India. 5. STAFF BENEFITS : Pending wage revision, negotiation for which is in progress, Rs.7.00 crore has been provided towards salary revision during the year 2004-05, along with previous year’s provision of Rs.8.00 crore. With this, the total provision towards wage arrears will be Rs.15.00 crore. 6. COMPLIANCE WITH ACCOUNTING STANDARDS : 6.1 There are no material prior period income and expenditure included in the Profit & Loss account which requires a disclosure as per AS-5 (Net profit or Loss for the period. Prior period items and changes in Accounting policies). 6.2 Income / Expenditure items recognised on cash basis were either not material or did not require disclosure under AS 9 (Revenue recognition). 6.3 The Bank has been consistently following FEDAI guidelines with regard to foreign exchange transactions. Reserve Bank of India has issued guidelines on 15.03.2005 vide circular DBOD No.BP.BC.76 / 21.04.018 / 2004-05 on the compliance with AS11(revised 2003) with effect from 01.04.2004. Hitherto EEFC, RFC and FCNR(B) deposits were translated at notional rates prevailing on the date of transactions. During this year, the Bank has followed AS11 (revised 2003) read with RBI circular referred above and has translated the EEFC, RFC and FCNR(B) deposits at year end exchange rate as advised by FEDAI. The net effect of the above change on revenue, assets and liabilities is not material. Schedules 6.4 SEGMENT REPORTING: PART A: BUSINESS SEGMENTS : BUSINESS SEGMENT PARTICULARS (Rs in crore) TREASURY OTHER BANKING OPERATIONS TOTAL Quarter Ended Mar 05 Year Ended Mar 05 Year Ended Mar 04 Quarter Ended Mar 05 Year Ended Mar 05 Year Ended Mar 04 Quarter Ended Mar 05 REVENUE 75.89 242.88 296.02 111.81 461.04 425.85 187.70 703.92 721.87 RESULT 40.29 103.83 153.73 30.63 114.91 75.48 70.92 218.74 229.21 5.48 19.51 14.66 65.44 199.23 214.55 9.49 20.49 41.60 OTHER PROVISIONS 25.87 73.40 11.90 NET PROFIT 30.08 105.34 161.05 UNALLOCATED EXPENSES OPERATING PROFIT INCOME TAXES SEGMENT ASSETS 2781.03 2781.03 2687.35 4619.80 4619.80 4023.24 7400.83 Year Ended Mar 05 Year Ended Mar 04 7400.83 6710.59 UNALLOCATED ASSETS 484.02 TOTAL ASSETS 7884.85 7884.85 7107.43 7525.38 7525.38 6726.71 SEGMENT LIABILITIES 1003.76 1003.76 1043.98 6521.62 6521.62 5682.73 UNALLOCATED LIABILITIES 359.47 TOTAL LIABILITIES 7884.85 484.02 359.47 396.84 380.72 7884.85 7107.43 There are no significant residual operations carried on by the Bank. PART B: GEOGRAPHIC SEGMENTS : There is only one segment i.e., Domestic Segment. 6.5 RELATED PARTY TRANSACTIONS: In compliance with Accounting Standard 18 issued by ICAI and the RBI guidelines, details pertaining to related party transactions are disclosed as under: Name of the Key Management Personnel Shri P T Kuppuswamy Designation Item Amount Chairman Remuneration Rs.15,79,859/- Annual Report 2004-05 Schedules (Rs.in crore) 6.6 EARNINGS PER SHARE : S.No. Particulars 1. Basic EPS (Rs.) 2. Diluted EPS 2004-05 2003-04 58.59 89.58 NA NA Timing Difference Leave encashment on retirement Depreciation on fixed assets Computation of Basic EPS A B C D Net Profit for the year (Rs in crore) Weighted number of shares (Nos) Basic Earnings Per Share (A/B) (Rs.) Nominal Value Per Share (Rs.) 105.34 161.05 17978435 17978435 58.59 10.00 2004-05 2003-04 -1.91 -1.25 4.98 5.79 Interest accrued but not due on securities -3.74 12.23 Total -0.67 16.77 Since the net timing difference is Deferred Tax Asset, it is not recognised in the books. 6.8 Depreciation on software is calculated on straight line method at 33.33% in compliance with Accounting Standard 26. 89.58 10.00 6.7 TAXATION: 6.7.1 In respect of income tax, the assessment has been completed upto AY 2002-03. Appeals are pending with Income Tax Appellate Tribunal and Commissioner of Income Tax (Appeals) for various years. No provision is considered necessary for the disputed income tax on the basis of favourable judicial decisions. 6.7.2 The Bank has complied with the Accounting Standard 22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India. The tax effect on components of Deferred Tax for the year are as follows: 7. COUNTRY RISK EXPOSURE: The net funded exposure of the bank in respect of foreign exchange transactions with each country is within 1% of the total assets of the Bank and hence no provision and disclosure is required to be made as per RBI circular DBOD.BP.BC.96/21.04.103/2003-04 dated 17.06.2004. 8. CAPITAL ADEQUACY: The Capital to Risk Weighted Assets Ratio assessed by the Bank, in terms of the Reserve Bank of India guidelines, as on 31.03.2005 is 16.07% as against previous year’s 17.11%. 2004-05 2003-04 Capital Adequacy Ratio 16.07% 17.11% Tier I 14.36% 15.10% Tier II 1.71% 2.01% Schedules 9. ADDITIONAL DISCLOSURES: S.No. I II Particulars 2004-05 2003-04 1.66% 2.32% (Rs in crore) (Rs in crore) Provisions and Contingencies include Provision for NPAs Provision for Standard Assets Provision for Income-tax Provision for Deferred Tax Provision for depreciation on Investments 14.90 1.60 26.50 (6.01) 56.90 16.27 1.73 36.90 4.70 (6.09) Total 93.89 53.51 Percentage of Net NPAs to Net Advances III Subordinated debt raised as Tier-II Capital Nil Nil IV Gross Value of Investments in India Less Depreciation on Investments in India Net Value of Investments in India Investments outside India 2243.30 24.27 2219.03 Nil 2185.68 12.67 2173.01 Nil V Business Ratios Interest income to Average Working Funds Non-Interest income to Average Working Funds Operating Profit to Average Working Funds Return on Average Assets Business per employee (Rs.in crore) (Deposits excluding Bank Deposits plus Advances) Profit per employee (Rupees in lacs) 8.13% 1.56% 2.74% 1.45% 3.87 9.79% 1.12% 3.24% 2.43% 3.30 3.75 5.65 VI. MATURITY PATTERN: (Rs.in crore) 1-14 days 15-28 days 29days & upto 3 months Over 3 mon & upto 6 months Over 6 mon & upto12 months Over 1 year & upto 3 years Over 3 years & upto 5 years Over 5 years Total 212.18 63.20 503.03 183.47 155.17 1597.69 820.71 1205.56 4741.01 0.44 — 26.87 6.56 13.17 58.83 171.75 1965.68 2243.30 509.31 303.84 1239.37 771.38 1362.27 765.96 88.84 1631.22 6672.19 — 2.62 56.93 32.46 0.12 0.18 — — 92.31 Foreign Currency Assets 28.45 27.29 81.71 39.47 0.01 — — 0.28 177.21 Foreign Currency Liabilities 13.62 0.35 64.53 4.43 11.06 — — — 93.99 Loans & Advances Investment Securities Deposits Borrowings Notes: Assets and Liabilities are classified as per the guidelines issued by the Reserve Bank of India. Advances are gross of Bills rediscounted and general provisions. Investments are gross of provisions. Compiled from the data received from branches covering 100% of total business. Annual Report 2004-05 Schedules As on 31.03.2005 (Rs. in crore) As on 31.03.2004 (Rs. in crore) 4.43 1.23 ii. Real Estate Sector 235.90 239.90 iii. Commodities Sector 162.43 221.34 239.23 255.46 Additions during the year 51.81 47.65 Reductions during the year 49.13 63.88 241.91 239.23 Net NPAs - Opening Balance 91.60 139.07 Net NPAs - Closing Balance 75.75 91.60 104.65 84.04 Add: Provisions made during the year 14.90 16.27 Add: Excess provision held(incl transfer of Rs.36.00 crore from Contingency Reserve) 37.89 4.34 Nil Nil 157.44 104.65 43.93 21.59 — — Nil Nil 34.76 35.79 4.43 1.23 Nil Nil VII. LENDING TO SENSITIVE SECTORS: i. Capital Market Sector VIII. MOVEMENT OF NPAs Gross NPAs - Opening balance Gross NPAs - Closing balance IX. MOVEMENT OF PROVISIONS ON NPAs: (excluding provisions on standard assets) Opening Balance Less: Write off, write back of excess provisions Closing Balance X. INVESTMENTS AND ADVANCES (SHARES, DEBENTURES, ETC.) Investments: i. Equity Shares ii. Preference Shares iii. Convertible Debentures iv. Equity Oriented Mutual Funds Advances: v. Aggregate advances against shares vi. Margin Trading Schedules XI. As on 31.03.2005 (Rs. in crore) As on 31.03.2004 (Rs. in crore) 8.90 56.90 44.01 21.79 14.99 Nil 6.09 8.90 42.47 35.68 6.79 21.40 21.40 Nil Nil Nil Nil 104.42 104.42 Nil 8.32 — 1.34 6.98 2.48 5.28 3.11 0.07 8.32 3.77 MOVEMENT OF PROVISIONS FOR DEPRECIATION ON INVESTMENT: Opening Balance Add: Provisions made during the year Less: Write-off, write back of excess provisions during the year Closing Balance XII. RESTRUCTURED LOANS: Total amount of loan assets subjected to restructuring, etc Total amount of standard assets subjected to restructuring, etc Total amount of sub-standard assets subjected to restructuring, etc XIII. LOANS SUBJECTED TO CORPORATE DEBT RESTRUCTURING: Total amount of loan assets subjected to CDR Total amount of standard assets subjected to CDR Total amount of sub-standard assets subjected to CDR XIV. NON PERFORMING NON SLR INVESTMENTS Opening Balance Additions during the year since 1st April Reductions during the above period Closing Balance Total provision held XV. Issuer composition of Non SLR investment as on 31.03.2005 No. Issuer 1 2 3 4 5 6 7 PSUs FIs Banks Private Corporates Subsidiaries/Jt ventures Others Provision held towards depreciation Total Amount (Book Value) (Rs in crore) Extent of private placement Extent of below investment grade securities Extent of unrated securities Extent of unlisted securities 208.90 5.00 63.76 35.22 36.40 187.69 5.00 56.50 14.45 - - 14.83 31.00 8.06 - 97.83 10.00 8.06 - 4.45 344.83 263.64 - 53.89 115.89 Annual Report 2004-05 Schedules XVI. Repo / Reverse Repo Transactions (Rs. In crore) Minimum outstanding during the year Securities sold under repos Securities purchased under reverse repos XVII. Maximum outstanding during the year Daily Average outstanding during the year As on March 31, 2005 27.55 523.00 127.22 Nil Nil 100.00 0.27 Nil Details of credit exposure where the Bank had exceeded the prudential exposure during the year: (Rs. In crore) Sl.No. 10. Name of the Borrower Exposure Ceiling Limit sanctioned Position as on 31.03.2005 1. Sardar Sarovar Narmada Nigam Ltd 142.40 155.00 155.00 2. Sterlite Industries Ltd 106.80 125.00 97.88 Previous year figures have been regrouped/recast wherever considered necessary. P T Kuppuswamy Chairman G Rajasekaran Director K S Ramabadran Director Athi S Janarthanan Director K Ramadurai Director K P Kumar Director M G Sankkaranarayanan Director V G Mohan Prasad Director N S Venkatarama Guptha Executive Director S Nagarajan Senior General Manager KARUR - 639 002. 27th May 2005 R Venkataramana Company Secretary As per our report For Balu and Swamy Associates Chartered Accountants S Ramaswamy Partner Cash Flow Statement for the year ended 31st March, 2005 (000’s omitted) As on 31.03.2005 As on 31.03.2004 1053414 1610461 Depreciation 195100 146542 Provisions and contingencies 938906 535054 19118 12513 Loss/profit on sale of assets -275575 304 Profit on sale of investments -424 -6809 1930539 2298065 -740717 -3198373 -6398648 -6780686 -203409 7557 -5412235 -7673437 Deposits from customers 7607112 7895579 Borrowings from banks -108714 -1645713 Other operating liabilities -691659 1218336 Cash generated from operations 1394504 -205235 Direct taxes paid -325129 -464365 Net cash generated from operations 1069375 -669600 -296427 -231041 1988 1743 -294439 -229298 Cash Flow from Operating Activities Net profit as per profit and loss account Adjustments for Leave encashment Operating profit before working capital changes Increase/decrease in operating assets Purchase and sale of investments Funds advanced to customers Other operating assets Increase/decrease in operating liabilities Cash Flow from Investing Activities Purchase of fixed assets Sale of fixed assets Net cash generated from investing activities Annual Report 2004-05 Cash Flow Statement (Contd.) (000’s omitted) As on 31.03.2005 As on 31.03.2004 8 15689 53 109824 Dividend paid -201176 -139250 Net cash generated from financing activities -201115 -13737 Cash Flow from Operating Activities 1069375 -669600 Cash Flow from Investing Activities -294439 -229298 Cash Flow from Financing Activities -201115 -13737 Increase in cash & cash equivalents 573821 -912635 Cash and cash equivalents as at 31.03.2004 / 31.03.2003 5977887 6890522 Cash and cash equivalents as at 31.03.2005 / 31.03.2004 6551708 5977887 Cash Flow from Financing Activities Proceeds from share capital Proceeds from share premium Karur - 639 002. May 27,2005 P. T. Kuppuswamy Chairman Auditors’ certificate We have verified the cash flow statement of The Karur Vysya Bank Limited for the year ended 31.03.2005. The statement has been prepared by the bank in accordance with the requirements of listing agreement, clause 32, with the stock exchange and is based on and in agreement with corresponding Profit & Loss Account and Balance Sheet of the bank covered by the report of 27th May 2005 to the shareholders of the bank. Karur - 639 002. May 27,2005 For Balu and Swamy Associates, Chartered accountants, S. Ramaswamy Partner Network of Branches International Division : Registered and Central Office: Erode Road, KARUR - 639 002 Ph. : 04324-226520, 225521/25 2nd Floor, 568, Anna Salai, Teynampet, CHENNAI - 600 018. Divisional Offices : Bangalore Chennai Coimbatore Madurai Mumbai Salem Vijayawada : : : : : : : 230/2, 1st Floor, 15th Cross, Sampige Road, Malleswaram, BANGALORE - 560 003. 1st Floor, 568 Anna Salai, Teynampet, CHENNAI 600 018. 577, IInd Floor, Oppanakkara Street, COIMBATORE 641 001 16, A.A. Road, 1st Floor, Gnanaolivupuram, MADURAI 625 016. 954, Appa Saheb Marathe Marg, Prabhadevi, MUMBAI 400 025. 269-A, Bharathi Street, Swarnapuri, SALEM - 636 004. 38-8-46, Bunder Road, Labbipet, VIJAYAWADA - 520 002. Data Centre ATM Cell Data Recovery Site : : : Tidal Park, Chennai - 600 113. 37, Whites Road, Chennai - 600 014. Hi-Tech City, Hyderabad. Central Clearing Offices: Bangalore Chennai Coimbatore Hyderabad Salem Tiruppur Trichy Vijayawada Karur Madurai Mumbai New Delhi Currency Chests: Chennai Karur Madurai Vijayawada 28. Vijayawada Bunder Road* Guntur - Eluru Bazar* 29. Vijayawada Governorpet 16. Guntur - Lakshmipuram* 30. Vijayawada No.1 Town* 17. Tenali Guntur District ANDHRA PRADESH Anantapur District 1. Anantapur* 2. Dharmavaram* 3. Hindupur* Chittoor District 4. Chittoor 5. Nagari (Sathrawada) 6. Rallabuduguru 7. Tirupathi - Khadi Colony* 8. Tirupathi - Main* Cuddapah District 9. Cuddapah* 10. Proddatur* 15. Hyderabad District 18. Hyderabad 19. Hyderabad - Abids* 20. Hyderabad - Jubillee Hills* 21. Hyderabad - Nallakunta* 22. Hyderabad - S R Nagar* 23. Hyderabad - Kalyanagar* 24. Secunderabad* Karimnagar District 25. Kakinada* 12. Mandapeta* 13. Peddapuram 14. Rajahmundry* Karimnagar* 31. Kurnool* 32. Nandyal* Nellore District 33. 26. 34. Nizamabad* Prakasam District 35. Chirala* 36. Ongole* Visakhapatnam District Khammam* Krishna District 27. Nellore* Nizamabad District Khammam District East Godavari District 11. Kurnool District Gudivada* 37. Anakapalle* 38. Visakhapatnam Main* 39. Visakhapatnam Pedawaltair* Annual Report 2004-05 Vizianagaram District 40. Vizianagaram Warangal District 41. Warangal - Hanamakonda* 42. Warangal - Main* West Godavari District 43. Bhimavaram* 44. Eluru* 45. Jangareddygudem 46. Nidadavolu* 47. Palakol 48. Tadepalligudem* MAHARASHTRA 64. Bangalore - Main* 65. Bangalore - Malleswaram* 66. Bangalore - Rajajinagar* 83. Mumbai - Borivali* 67. Bangalore - Ulsoor* 84. Mumbai - Fort Davangere District 68. Davangere 69. Hubli Mumbai City 85. Mumbai - Prabhadevi Pune District 86. Pune* Kolar District 70. Kolar Gold Fields* Mysore District 71. Thane District 87. Mumbai - Vashi 88. Mumbai - Thane (W)* PONDICHERY Mysore Karaikal District South Canara District NEW DELHI 49. New Delhi - East Of Kailash* 50. New Delhi - Karol Bagh 51. New Delhi - Kashmere Gate 52. New Delhi - Lawrence Roadelhi* 53. New Delhi - Rohini* GUJARAT 72. 89. Karaikal* Mangalore Tumkur District 73. 90. Pondicherry* Tumkur Alappuzha District 74. Chengannur Ernakulam District Ahmedabad 55. Ahmedabad - Satellite Area* 75. Ernakulam - Kochi* 76. Unjha Kottayam District 78. Surat* Kottayam Kozhikode District Surat District 58. Chennai District 92. Chennai - Adyar* 94. Chennai - Kodambakkam* 96. Chennai - Moogappair* 97. Chennai - Mylapore* 77. Rajkot* 91. Ullavoor 95. Chennai - Armenian Road* Kollam Rajkot District 57. Chengalpet District 93. Chennai - Anna Nagar* Kollam District Mahsana District 56. TAMILNADU KERALA Ahmedabad District 54. Pondicherry District Kozhikode 98. Chennai - Nanganallur* 99. Chennai - Purasawalkam* 100. Chennai - Royapuram 101. Chennai - T.Nagar* Palakkad District Vadodara District 59. 79. Vadodara* Palakkad* HARYANA Thrissur District 102. Chennai - Teynampet* 103. Chennai - Triplicane* 104. Chennai - Usman Road* 105. Chennai - Valasaravakkam* 60. Gurgaon 80. 61. Bangalore - ISRO Layout* 62. Bangalore - J.C. Road 63. Bangalore - Jayanagar* 106. Chennai - Velachery* Trivandrum District KARNATAKA Bangalore District Thrissur 81. Thiruvananthapuram* MADHYA PRADESH Indore District 107. Chennai - Whites Road* Coimbatore District 108. Anaimalai 109. Coimbatore - Ganapathy 82. Indore* 110. Coimbatore - Dr. Nanjappa Road* 111. Coimbatore - Main* 146. Chennai - Chromepet* 112. Coimbatore - R.S. Puram* 147. Chennai - St. Thomas Mt.* 113. Coimbatore - Saibaba Colony* 148. Chennai - Tambaram* 114. Kolumam 149. Kancheepuram 115. Pappankulam Pudukottai District 179. Kothamangalam Ramanathapuram District 180. Ramanathapuram* Kanyakumari District 116. Pollachi* Salem District 117. Tirupur - Main* 150. Nagercoil* 181. Attur* 118. Tirupur - Overseas 119. Tirupur - P.N.Road* Karur District 182. Idappadi* 151. Karur - Central* 183. Karipatti 152. Karur - Gandhigramam* 184. Karuppur 153. Karur - Main* 185. Mettur Dam R.S.* 154. Karur - West* 186. Salem - Alagapuram* 122. Chidambaram* 155. Kulithalai* 187. Salem - Main* 123. Cuddalore* 156. Veerarakkiyam 188. Salem - Shevapet* 120. Udumalpet* 121. Erisanampatti Cuddalore District 124. Neyveli* Sivagangai District Madurai District 125. Vridhachalam* Dharmapuri District 157. Alanganallur 158. Elumalai Thanjavur District 126. Kambainallur 159. Madurai - Gnanaolivapuram* 127. Samalpatti 160. Madurai - Main Dindigul District 190. Kumbakonam* 191. Thanjavur* 161. Madurai - South* Theni District 162. Madurai - Tallakulam* 128. Batlagundu* 129. Chinnalapatti 189. Karaikudi* Nagapattinam District 192. Aundipatti* 193. Bodinayakanur* 130. Dindigul* 163. Mayiladuthurai 131. Neikarapatti 164. Nagapattinam* 195. Cumbum 132. Palani 165. Neermulai 196. Gudalur Erode District Namakkal District 194. Chinnamanur 197. Kathirnarasingapuram 198. Kombai 133. Bhavani* 166. Belukurichi 134. Dharapuram* 167. Kalappanaickenpatti 135. Erode* 168. Komarapalayam* 136. Ganapathipalayam 169. Mangalapuram 137. Gobichettipalayam* 170. Namagiripet 201. Arni* 138. Kangeyam* 171. Namakkal Main* 202. Perunduraipattu 139. Kavindapadi* 172. Namakkal West* 203. Polur 140. Kolathupalayam 173. Paundamangalam* 141. Mettukadai 174. Puduchatram 142. Mulanur* 175. Tiruchengode* 143. Perundurai* 176. Valayapatti 144. Sathyamangalam* 177. Vellapillaiarkoil 199. Periyakulam* 200. Theni* Thiruvannamalai District Tiruchirapalli District 204. Jeeyapuram 205. Kannanur 206. Musiri* 207. Thathiengarpet Kancheepuram District 145. Chennai - Alandur* Nilgiris District 178. Coonoor 208. Trichy - Cantonment* 209. Trichy - Main Annual Report 2004-05 210. Trichy - Thillai Nagar* 217. Vandavasi* Tuticorin District Tirunelveli District 211. Palayamkottai* 218. Kovilpatti* 212. Tenkasi* 219. Tuticorin* 213. Tirunelveli Town* Tiruvallur District Vellore District 224. Thottiyam 225. Tindivanam* 226. Villupuram* Virudhunagar District 227. Sivakasi* 220. Kaniyambadi 228. Rajapalayam* 214. Chennai - Tiruverkadu* 221. Vaniyambadi - Perumalpet 229. Virudhunagar 215. Chennai - Velappanchavadi* 222. Vellore* Tiruvannamalai District 216. Tiruvannamalai* * ATM facility available Villupuram District 223. Kaduvanur WEST BENGAL 230. Kolkata - Strand Road 231. Kolkata - Shakespeare Sarani* PRINCIPAL CORRESPONDENT BANKS Name of the Bank and address Name of the Bank and address Name of the Bank and address HSBC Bank (USA) 452, 5th Avenue New York, NY 10018, USA HSBC Bank PLC 8 Canada Square London E 14 5 HQ United Kingdom Bank of India 2-3 Marunochi 2-Chome Chiyoda-Ku, Tokyo JAPAN Standard Chartered Bank One Madison Avenue New York, NY 10010-3603 USA American Express Bank Gmbh Postfach 110162 Theodor-Heuss-Allee 112 D-60036, Frankfurt am Main GERMANY Australia & Newzealand Banking Corporation 55 Collins Street Melbourne, Victoria AUSTRALIA American Express Bank 3 World Financial Centre New York, NY 10285, USA Hongkong & Shanghai Banking Corporation Ltd., Ocean Tower, Level 2 20 Russel’s Place SINGAPORE 048620 Hongkong Bank of Canada International Services 70 York Street Suite 500, Toronto Ontario, CANADA The Bank Of New York 1 Wall Street New York, NY 10286, USA UBS AG PO 8098 Zurich, Switzerland Skandinaviska Enskilda Banken S-106, 40 Stockholm SWEDEN Danske Bank AS 2-12 Holmens Kanal DK-1092 Copenhagen K DENMARK A DECADE OF PROGRESS (Rs. in Crore) Year Capital 1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 5.98 6.00 6.00 6.00 6.00 6.00 6.00 16.41 17.98 17.98 Reserves 83.03 115.48 155.29 188.66 254.70 322.78 424.11 542.27 694.05 742.90 Owned funds 89.01 121.48 161.29 194.66 260.70 328.78 430.11 558.68 712.03 760.88 Capital Adequacy Ratio 10.92% 12.76% 14.47% 14.53% 15.16% 15.56% 16.90% 17.01% 17.11% 16.07% 1158.80 1575.49 2137.85 2537.93 3090.61 3615.25 4180.06 5121.92 5911.48 6672.19 Deposits 824.30 956.26 1154.70 1447.88 1807.30 2254.15 2460.03 3344.40 4023.24 4619.80 Investments 407.83 575.17 767.62 1019.04 1184.31 1234.39 1538.91 1845.08 2173.01 2219.03 Gross Income 209.29 253.27 332.44 378.36 475.83 515.05 587.01 648.07 721.87 703.92 Net Profit 32.24 36.06 43.54 37.04 71.14 72.05 108.51 124.97 161.05 105.34 Dividend 45% 50% 50% 50% 60% 60% 70% 70% 100% 100%* Branches 181 191 198 202 205 206 211 214 223 231 EPS (Rs.) 53.87 60.12 72.57 61.73 118.57 120.08 180.85 156.28• 89.58• 58.59• 148.23 202.50 268.81 324.43 434.50 547.97 716.85 340.45• 396.05• 423.22• 2341 2446 2458 2667 2738 2856 2865 2833 2849 2811 Book Value (Rs.) No. of Employees * Proposed • Weighted average basis Annual Report 2004-05 Advances
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