3.13 PROVISIONS AND CONTINGENCIES
A provision is recognised when there is a present obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
A disclosure of contingent liability is made when there is:
i) a possible obligation arising from a past event, the existence of which will be confirmed by occurrence or non-occurrence of one or more uncertain future events not within the control of the Bank; or
ii) a present obligation arising from a past event which is not recognised as it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
A contingent liability also arises where there is a liability that cannot be recognised because it cannot be measured reliably. The Bank does not recognise a contingent liability but discloses its existence in the financial statements. Contingent assets are neither recognised nor disclosed in the financial statements.
3.14 CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents includes cash in hand (including balance in ATM), balances with RBI, balances with other Banks and money at call and short notice. Cash and Cash Equivalents for the purpose of Cash Flow Statement comprises of Cash at Bank and in hand and short term Investments with an original maturity of less than three months.
3.15 CASH FLOW STATEMENTS
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Bank are segregated.
3.16 PROPOSED DIVIDEND
Dividend proposed/declared after the balance sheet date is accounted in the books of the Bank in the year in which the dividend is declared.
As per revised Accounting Standard 4 'Contingencies and Events occurring after the Balance sheet date' as notified by the Ministry of Corporate Affairs through amendments to Companies (Accounting Standards) Amendment Rules, 2016, dated March 30, 2016 the Bank will not appropriate the proposed dividend from the Profit and Loss account and the same will be recognised in the year of actual payment post shareholder's approval.
3.17 TRANSACTIONS INVOLVING FOREIGN EXCHANGE
All transactions in foreign currency are recognised at the exchange rate prevailing on the date of the transaction.
Initial recognition
Transactions in foreign currencies entered into by the Bank are accounted at the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.
Measurement at the Balance Sheet date
Foreign currency monetary items, if any, of the Bank, outstanding at the balance sheet date are restated at the rates prevailing at the year-end as notified by Foreign Exchange Dealers Association of India('FEDAI'). Non-monetary items of the Bank are carried at historical cost.
Contingent liabilities on account of foreign exchange contracts, currency future contracts, guarantees, letters of credit, acceptances and endorsements are reported at closing rates of exchange notified by FEDAI as at the Balance Sheet date.
Treatment oF Exchange differences
Exchange differences arising on settlement/restatement of foreign currency monetary assets and liabilities of the Bank are recognised as income or expense in the Profit and Loss Account.
3.18 CORPORATE SOCIAL RESPONSIBILTY
Expenditure towards CSR, in accordance with section 135 of the Act are recognised in the profit and loss account.
3.19 SHARE ISSUE EXPENSES
Share issue expenses are adjusted from Securities Premium Account as permitted by Section 52 of the Act.
1 CAPITAL
1.1 Capital Infusion
During the year ended March 31, 2025, the Bank allotted 3,575,134 equity shares pursuant to the exercise of stock options under the approved Employee Stock Option Plan (ESOP) 2019. Further, the Bank has granted 4,275,492 fresh stock options to its eligible employees. Refer note 18(27) for further details.
During the year ended March 31,2024, the eUFSL allotted 106,564 equity shares pursuant to the exercise of stock options under the approved Employee Stock Option Plan (ESOP) 2015 which are equivalent to 1,236,142 shares of Ujjivan Small Finance Bank having nominal value of ' 10 per share.
1.2 Capital Adequacy Ratio
The Bank computes its Capital Adequacy Ratio as per New Capital Adequacy Framework- BASEL-II and Operating Guidelines for Small Finance Banks (issued by RBI on October 06, 2016) and Basel III Capital regulations.
Under the New Capital Adequacy Framework and Operating Guidelines for Small Finance Banks issued on October 06, 2016, the Bank has to maintain a Minimum Total Capital of 15% of the Credit Risk Weighted Assets (Credit RWA) on an on-going basis. Out of the Minimum Total Capital, at least 7.5% shall be from Minimum Tier I Capital of which Common Equity Tier I capital shall be 6% and 1.50% from additional Tier I capital and remaining Tier II Capital shall be 7.5%. Further as per RBI's directions given in the circular DBR.NBD.No. 4502/16.13.218/2017-18, dated November 08, 2017, no separate risk charge has been calculated for Market Risk and Operational Risk for capital ratios.
Note:
V
(a) The Tier 1 capital for the previous year includes Share Capital pending allotment as detailed in Note 18(30).
(b) The RWA for the previous year includes the risk weighted assets taken over from eUFSL vide scheme of amalgamation as detailed in Note 18(30).
1.3 Reserves and Surplus
i
Statutory Reserve |
The Bank has made an appropriation of ' 181.53 (Previous Year: ' 320.37) to the statutory reserve for the year ended March 31,2025 out of profits, to the Statutory Reserve, pursuant to the requirements of Section 17 of the Banking Regulation Act, 1949 and RBI guidelines dated September 23,2000.
Capital Reserve
The Bank made an appropriation of ' 12.10 (Previous Year: Nil) from the Profit and Loss Account to the Capital Reserve during the year ended March 31,2025 on account of profit on sale of HTM.
General Reserve
The Bank has created a reserve of ' 3.93/ 3.02 (net of taxes) on transition to the new framework on Classification, valuation and operation of Investment Portfolio of Commercial Banks as per the RBI Master Direction DOR/2023-24/104 DOR.MRG.36/21.04.141/2023-24 dated September 12, 2023 (Previous Year- ' Nil).
Investment Fluctuation Reserve (IFR)
In accordance with RBI guidelines, Banks are required to create an IFR equivalent to 2% of their HFT andAFS Investment portfolios, within a period of three years starting fiscal 2019. Accordingly, during the year ended March 31,2025, the Bank has made an appropriation of ' 7.10 (Previous year- ' 4.37) to IFR from the profit and loss account so as to reach to the figure of 2% of its HFT and AFS Investment portfolio.
Investment Reserve Account (IRA)
In accordance with RBI Master Direction DOR/2023-24/104 DOR.MRG.36/21.04.141/2023-24 dated September 12,
2023 on Classification, valuation and operation of Investment Portfolio of Commercial Banks, the Bank has transferred ' 0.34 of IRA to General Reserve, after meeting the minimum regulatory requirement of IFR.
Share Premium
During the FY 2024-25 there was an addition of ' 10.20 in the share premium ( Previous year- ' 17.71). During the previous year, the Bank has taken over the securities premium account pertaining to UFSL(erstwhile holding company) amounting to ' 1,108.21 and adjusted ' 1,290.92 from the share premium during the year ended March 31,2024 in terms of the said Scheme as detailed in Note 18(30) of financial statements. The same has resulted in net deduction from share premium of ' 182.71. Further, the Bank based on a legal opinion, adjusted the stamp duty payable amounting to ' 25.00 in the said share premium account as per the relevant provisions of the Companies Act, 2013.
Drawdown From Reserves
The Bank has not made a drawdown from the share premium during the year ended March 31,2025 and March 31,2024, other than the adjustment made pursuant to the merger (Refer note 18(30)).
b) Liquidity Coverage Ratio (LCR)
The Bank adheres to RBI guidelines on Liquidity Coverage Ratio given in "Basel III Framework on Liquidity Standards - Liquidity Coverage Ratio (LCR), Liquidity Risk Monitoring Tools and the LCR Disclosure Standards" and "Operating Guidelines for Small Finance Banks".
(A) Qualitative disclosure around LCR
LCR is the ratio of unencumbered High Quality Liquid Assets (HQLA) to Net Cash Outflows over the next 30 calendar days. The liquidity management is centralised with treasury with active interactions between the Bank's Business Units. LCR measures the Bank's ability to manage and survive under combined idiosyncratic and market-wide liquidity stress condition that would result in accelerated withdrawal of deposits from retail as well wholesale depositors, partial loss of secured funding, increase in collateral requirements, unscheduled draw down of unused credit lines, etc. These stress conditions are captured as a part of the Net Cash Outflows. HQLA of the Bank consist of cash, unencumbered excess SLR, a portion of statutory SLR as allowed under the guidelines and cash balance with RBI in excess of statutory cash reserve requirements.
The Board of Directors has the overall responsibility for management of liquidity risk. The Board at overall level decides the liquidity risk tolerance/limits and accordingly decides the strategy, policies and procedures of the Bank for managing liquidity risk. The Board has constituted Risk Management Committee (RMC), which reports to the Board, and consisting of MD & CEO, Chairman of the Board and other independent directors. The Committee is responsible for evaluating the overall risks faced by the Bank including liquidity risk. The potential interaction of liquidity risk with other risks is included in the risks addressed by the Risk Management Committee.
Asset Liability Committee (ALCO) of the Bank is the primary governing body for Liquidity Risk Management. Treasury is entrusted with the responsibility of liquidity management within the Bank under the guidance of the ALCO. ALM Risk unit independently measures, monitors & reports Liquidity Risk as per the Regulatory and internal guidelines.
LCR aims to ensure that the Bank has an adequate stock of unencumbered HQLA to meet its liquidity needs for a 30 calendar day liquidity stress scenario. As mentioned in the "Operating Guidelines for Small Finance Banks", the Bank has to maintain the prescribed level of LCR of 100% effective from January 01,2021.
(c) Net Stable Funding Ratio as on March 31, 2025 i) Qualitative Disclosure
Ujjivan Small Finance Bank, as per the RBI guideline on Net Stable Funding Ratio (NSFR) dated May 17, 2018, is required to maintain the NSFR on an ongoing basis. The minimum NSFR requirement set out in the RBI guideline is 100%.
NSFR is defined as the amount of available stable funding relative to the amount of required stable funding. "Available Stable Funding" (ASF) is defined as the portion of capital and liabilities expected to be reliable over the time horizon considered by the NSFR, which extends to one year. The amount of stable funding required ("Required Stable Funding") (RSF) of a specific institution is a function of the liquidity characteristics and residual maturities of the various assets held by that institution as well as those of its off-balance sheet (OBS) exposures.
Available Stable Funding -
An increase in available stable funding will impact the NSFR positively. The Bank shall aim for higher available stable funding, which in the form of deposits, and will increase the long-term funding of the Bank. The Bank has been focusing on retail deposits albeit reducing reliance on bulk deposits.
Required Stable Funding-
An increase in required stable funding will impact the NSFR negatively. The required stable funding of the Bank is increasing as it is building loan portfolio between unsecured and secured loans across various products.
The RBI, vide its Master Direction dated September 12, 2023 issued revised norms for the classification, valuation and operation of the investment portfolio of banks, which became applicable from April 01, 2024. While hitherto the investment portfolio was classified under the Held To Maturity (HTM) , Available For Sale (AFS) and Held For Trading (HFT) categories, the revised norms bring in a principle-based classification of investment portfolio and a symmetric treatment of fair value gains and losses. In accordance with the revised norms and the Bank's Board approved policy, the Bank has classified its investment portfolio as on April 01,2024, under the categories of Held To Maturity (HTM) , Available For Sale (AFS), Fair Value Through Profit and Loss (FVTPL) and Held For Trading (HFT) as a sub category of FVTPL, and from that date, measures and values the investment portfolio under the revised framework. On transition to the framework on April 01, 2024, the Bank has recognised a net gain of ' 3.59 (' 2.68 - net of tax) as General Reserve in accordance with the said norms. The impact of the revised framework for the previous period (FY 2023-24) is not ascertainable and as such the profit or loss from the investments, included in other income for the year ended March 31,2025 is not comparable with that of the previous period/s. Any circular/ direction issued by RBI is implemented prospectively when it becomes applicable, unless specifically required otherwise/ for retrospective application under those circulars / directions.
c) Sale and transfer of securities to/ From HTM Category
During the current and previous year, the value of sales, with the approval of Board of Directors permitted to be undertaken by banks at the beginning of the accounting year, has not exceeded 5% of the book value of investments held in HTM category at the beginning of the year. In line with RBI guidelines, specific disclosure on book value/market value and provisions if any, relating to such transfer is not required to be made.
SCHEDULE 18 7 DERIVATIVES
a) Derivatives/ Exchange Traded Interest Derivatives/Forward rate agreement/Interest rate swap/ Risk Exposure In Derivatives
The Bank has not entered into any derivative instruments for trading /Forward rate agreement/Interest rate swap/ speculative purposes either in Foreign Exchange or domestic treasury operations. The Bank does not have any Forward Rate Agreement or Interest rate swaps.
b) Credit default Swaps
The Bank has not entered into any credit default swap transactions during the current and previous year.
12 DISCLOSURE OF PENALTIES IMPOSED BY RBI Year ended March 31, 2025
During the FY 24-25, RBI vide an order dated February 14, 2025 imposed a monetary penalty of ' 0.07 on the Bank for non-compliance with certain directions issued by RBI on 'Loans and Advances - Statutory and Other Restrictions'. This penalty was imposed in exercise of powers conferred on RBI under the provisions of Section 47A(1)(c) read with Section 46(4)(i) of the Banking Regulation Act, 1949. There was no other regulatory/operational penalty levied by RBI under the provisions of the (i) Banking Regulations Act 1949, (ii) Payment and Settlement Act, 2007 and (iii) Government Securities Act, 2006 (for bouncing of SGL) as per the Master Direction on Financial Statements - Presentation and Disclosures dated August 30, 2021
Year ended March 31, 2024
During the FY 23-24, RBI has not levied any penalty under the provisions of the (i) Banking Regulations Act 1949, (ii) Payment and Settlement Act, 2007 and (iii) Government Securities Act, 2006 (for bouncing of SGL) as per the Master Direction on Financial Statements - Presentation and Disclosures dated August 30, 2021.
During the FY 23-24, RBI levied an operational penalty of ' 0.02 for downtime in ATMs for more than 10 hours in a month, due to cash-out in such ATMs.
13 DISCLOSURES ON REMUNERATION:
13.1 Qualitative Disclosures
(A) Information relating to the composition and mandate of the Remuneration Committee.
Bank has constituted a Nomination and Remuneration Committee (NRC). The NRC comprises of five members where four are Independent Directors and one Non-Executive, Non-Independent Director. Mandate of the Nomination and Remuneration Committee is to oversee the framing, review and implementation of the Bank's Compensation Policy and Nomination & Remuneration Policy for Whole Time Director/Chief Executive Officer/ Material Risk Takers and Control Function staff for ensuring effective alignment between remuneration and risks. The Committee also ensures that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks. The Nomination and Remuneration Committee reviews Compensation policy and Nomination & Remuneration Policy of the Bank with a view to attract, retain and motivate employees.
(B) Information relating to the design and structure of remuneration processes and the key features and objectives of Com¬ pensation Policy and Nomination & Remuneration Policy
The Compensation Policy and Nomination & Remuneration Policy has been laid out keeping the following perspectives into considerations:
(a) Our Compensation principles should support us in achieving our mission of providing a full range of financial services to the economically active poor of India who are not adequately served (unserved and underserved) by financial institutions. Therein, this policy should support us to attract and retain talent and skills required to further the organisations purpose and ideology.
(b) The pay structure and amounts confirms and shall always conform to applicable Income Tax and other similar statutes.
(c) All practices of the Bank shall comply with applicable labour laws.
(d) The pay structure should be standardised for a level of employees.
(e) Elements eligible for tax exemption may be introduced at appropriate levels to enable employees take applicable tax breaks. Amounts related to certain benefits may undergo change due to change in grade/ roles/ function/ state/ region in the organisation.
(f) The compensation structure shall be easy to understand for all levels of employees.
(g) The compensation policy is designed to promote meritocracy in the organisation i.e. other things being equal, performers in a given role are expected to earn more than his/her peer group.
(h) The directors are paid sitting fees as approved by the Board for attending the Board and Board Committee Meetings.
(C) Description oF the ways in which current and Future risks are taken into account in the remuneration processes. It should include the nature and type of the key measures used to take account of these risks.
(a) Structurally, the Control Functions such as Credit, Risk and Vigilance are independent of the business Functions and each other, thereby ensuring independent oversight From various aspects on the business Functions.
(b) The Bank is in the process of comprehensively measuring and reviewing material risks to which Bank is exposed to under IGAAP. The Bank also complies with Basel II requirements.
(D) Description of the ways in which the Bank seeks to link performance during a performance measurement period with levels of remuneration.
(a) The compensation policy is designed to promote meritocracy in the organisation i.e. other things being equal, performers in a given role are expected to earn more than his/her peer group.
(b) The Bank shall, from time to time, benchmark its compensation against identified market participants to define its pay structure and pay levels.
(c) The merit increments will be finalised and approved by the NHRC year on year, basis organisation's budgets and accomplishments as well as market reality.
(d) The Bank believes in paying its employees in an equitable and fair manner basis the incumbent's Role, Personal Profile (Education/Experience etc.) as well as Performance on the Job.
(e) Employees rated "Below Expectations" shall not be provided any increments, unless statutorily required.
(E) A discussion of the Bank's policy on deferral and vesting of variable remuneration and a discussion of the Bank's policy and criteria for adjusting deferred remuneration before vesting and after vesting.
The performance bonus pay-out shall be Annual. Discretion is typically applied related to staggered pay-out in case large pay¬ outs, particularly for functions like Credit and Risk. Bonus is to be prorated for employees who have worked for part of the year at the Bank.
The Bank believes in the philosophy of collective ownership by its employees. Thus, Employee Stock Options of the eUFSL are distributed amongst employees basis their criticality and performance.
Typically, all Stock option schemes at the Bank vest in a staggered manner. Besides the statutory requirement of grant and 1 year vesting, the total set of options vest in various tranches for up to a period of 3 years.
Malus/ Clawback: In the event of negative contributions of the individual towards the achievements of the Banks objectives in any year, the deferred compensation should be subjected to Malus/Clawback arrangements. Similar provisions shall apply in case the individual is found guilty of any major non-compliance or misconduct issues.
(F) Description of the different forms of variable remuneration (i.e. cash, shares, ESOPs and other forms) that the Bank utilises and the rationale for using these different forms.
Variable Compensation at the Bank has the following distinct forms:
1. Statutory Bonus
2. Performance Pay:
a. Performance Bonus
b. Monthly Variable Pay
3. Rewards & Recognition
The policy has been laid out keeping the following perspectives into considerations:
The Variable pay structure and amounts shall always conform to applicable Income Tax statutes, Labour Laws, Regulatory Requirements, any other applicable statutes and prevalent market practice.
It is designed to promote meritocracy in the organisation i.e. other things being equal, performers in a given role are expected to earn more than his/her peer group.
Statutory Bonus: Statutory Bonus in India is paid as per Payment of Bonus Act, 1965.
Performance Bonus: All employees who are not a part of any Monthly Variable Pay but part of the year end performance review will be covered under the Performance Bonus Plan of the Bank. However, the actual pay-out of performance bonus shall be paid only to employees who have met our performance criteria.
Sales Awards: Employees in the Sales function, directly responsible for revenue generation shall be covered under the Sales Award Scheme if meeting the criteria of the respective scheme. Typically some of the entry level roles and up to two levels of supervision thereof shall be covered by sales awards.
Rewards & Recognition: The Bank shall design schemes and practices from time to time to celebrate employees / departmental/ organisational success. These celebrations may include offering tokens of appreciation to employees as defined in specific schemes. Fairness of application and transparency of communication shall be the hallmark of all such schemes. These will be subject to income tax laws, as applicable. Examples of such schemes may include: Long Service Awards (currently at one, three, five, ten and Fifteen yrs. of completion of service with the Bank), Portfolio Improvement Reward Scheme; Functional R&R Schemes; Organisational Rewards Schemes such as: Service Champion; Process Excellence; Customer Connect Awards; Above and Beyond; Recognition programme for Liabilities Branches for Retail Deposits; Recognition programme for Asset growth in Branches. The EDGE (Executive Development for Growth and Excellence) programme is aimed at identifying high performers and assessing their potential for future leadership roles at the Bank. A mix of behavioural assessments, blended training & development journey and IDPs are deployed to make the identified individuals (EDGE selects) ready for future leadership roles.
Nature oF CSR activities :-
Children education, Sustainable village development, waste management, liveable city projects, community school infrastructure, Skill training for rural youth, flood rehabilitation, sustainable development initiatives, Health care support.
Pursuant to Section 135(5) & 135(6) of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014(Amended), Bank has transferred ' 3.52 Crores to the "Unspent CSR Account" as on March 31,2025 (March 31,2024 : ' 0.98 Crores) towards the Ongoing projects approved by the CSR Committee.
Refer note 18(23) for the related parties involved in activities relating to Corporate Social Responsibility.
! PORTFOLIO-LEVEL INFORMATION ON THE USE OF FUNDS RAISED FROM GREEN DEPOSITS
In reference to the RBI Notification No: DOR.SFG.REC.10/30.01.021/2023-24 dated April 11, 2023 with respect to the disclosure related to acceptance of green deposits, the Bank has not raised any funds from green deposits in the current year.
22 SEGMENT REPORTING
In accordance with the guidelines issued by RBI & AS-17, the Bank has adopted Segment Reporting as under:
A) Treasury:
The Treasury Segment primarily consists of net interest earnings from the Bank's Investment portfolio, money market borrowing and lending, gains or losses on Investment operations and income from sale of PSLC.
B) Retail Banking:
The Retail Banking Segment serves retail customers through a branch network and other delivery channels. Retail Banking includes lending to and deposits from retail customers and identified earnings and expenses of the segment. This segment raises deposits from customers and provides loans and other services to customers. Revenues of the retail banking segment are derived from interest earned on retail loans, processing fees earned and other related incomes. Expenses of this segment primarily comprise interest expense on deposits & Borrowings, infrastructure and premises expenses for operating the branch network and other delivery channels, personnel costs, other direct overheads and allocated expenses.
As per the RBI Circular DOR.AUT.REC.12/22.01.001/2022-23 dated April 07, 2022, for the purpose of disclosure under Accounting Standard 17, Segment reporting, 'Digital Banking' has been identified as a sub-segment under Retail Banking by Reserve Bank of India (RBI). However, as the proposed Digital Banking Unit (DBU) of the Bank has not yet commenced operations and having regard to the discussions of the DBU Working Group formed by Indian Banks' Association (IBA) (which included representatives of banks and RBI), held on July 14, 2022, reporting of Digital Banking as a separate sub-segment of Retail Banking Segment will be implemented by the Bank based on the decision of the DBU Working Group.
C) Corporate/ Whole Sale Banking:
The Wholesale Banking Segment provides loans to Corporates and Financial Institutions. Revenues of the wholesale banking segment consist of interest earned on loans made to customers. The principal expenses of the segment consist of interest expense on funds borrowed from external sources and other internal segments, premises expenses, personnel costs, other direct overheads and allocated expenses of delivery channels, specialist product groups, processing units and support groups.
28 The Bank received a notice on March 16, 2021, regarding non-remittance of statutory Provident Fund (PF) dues on the applicable wage components from February 2017 until March 2019 amounting to ' 22.70. Bank has filed the initial responses to the PF Commissioner and contented that said notice does not have a stand based on definition of basic wages under EPF Act, 1952 and various case laws. However, due to COVID 19 pandemic, the hearing has been adjourned until further notice.
The Bank has made a provision during the FY 2021-22 for an amount of ' 22.70 as a matter of prudence, which was treated as contingent liability for the FY 2020-21.
The Regional Provident Fund Commissioner (RPFC)-II, Bengaluru, in an inquiry held against the Bank under Section 7A of the Employees' Provident Fund and Miscellaneous Provisions Act, 1952, passed an Order dated 09-08-2021 against the Bank, directing the Bank to remit provident fund contribution of ' 22.70 on various allowances paid by the Bank to its employees during the period between February 2017 and March 2019. Against the said Order of the RPFC-II, the Bank preferred an appeal before the Central Government Industrial Tribunal (CGIT) in Appeal No. 43/2021. Since position of Presiding Officer in the CGIT was vacant, the Bank filed a writ petition before the Hon'ble High Court of Karnataka in W.P. No. 16635/2021. The Hon'ble High Court has disposed of the matter on 13/07/2022 holding that there would be stay on depositing the award amount (i.e., 22.70) till finality of the appeal pending before CGIT. This case is pending before CGIT Bengaluru; the last date of hearing was 10 March 2025 and the next date of hearing is fixed on 17 June 2025 for "Arguments on main Appeal".
*The amount equity dividend paid tor the previous year includes ' 42.60 paid by erstwhile Ujjivan Financial Services Limited, merged pursuant to the scheme of Amalgamation as detailed in Note.18(30).
30 The Board of Directors of the Bank and erstwhile Ujjivan Financial Services Limited (UFSL) in their respective meetings held on October 14, 2022, had approved a scheme of amalgamation of UFSL with the Bank in terms of Sections 230 to 232 of the Companies Act, 2013 and other applicable laws including rules and regulations (Scheme). The Scheme was approved by the shareholders at the National Company Law Tribunal("NCLT') convened meeting of the equity shareholders of the Bank held on November 03, 2023. The NCLT, in accordance with Section 230 to 232 of the Companies Act, 2013 and rules thereunder, vide its order dated April 19, 2024, sanctioned the Scheme. Upon receipt of all approvals, the Bank filed form INC 28 (Intimation to ROC) with ROC on April 30, 2024 and accordingly, in terms of provisions of the Scheme, the 'Effective Date' of the Scheme was April 30, 2024. The Appointed Date under the said Scheme as approved by the NCLT was April 01,2023.
The amalgamation was accounted under the "pooling of interest" method as prescribed in AS-14 "Accounting for Amalgamation". The outstanding balance between the UFSL and the Bank were eliminated as on April 1, 2023. All assets and liabilities of UFSL were recognised by the Bank at the carrying amounts as on that date except for the adjustments to bring about the uniformity in accounting policies as required under AS-14. The relevant Committee of the Board of the Bank vide its resolution dated May 06, 2024, approved the allotment of 1,412,702,033 fully paid equity shares of '10/- each of Bank to the eligible shareholders of the erstwhile UFSL, who were holding equity shares of UFSL as on the Record date i.e., May 03, 2024, as per the share exchange ratio determined in the aforesaid Scheme i.e. 116 equity shares of the face value of ' 10/- each of Bank for every 10 equity shares of UFSL. The difference between fresh equity shares to be allotted as aforementioned and share capital of UFSL was adjusted in the Share Premium Account, as per the terms of the Scheme.
of eUFSL was approved by the Merger & Placement Committee of the Board of the Bank vide its resolution dated May 06, 2024, and the same was intimated to the Exchange on the same day. The allotment was intimated to the Registrar of Companies on May 15, 2024, by submission of PAS 3 return. The corporate action regarding crediting shares to Demat account of shareholders of eUFSL was completed.
31 The Bank, as part of its normal banking business, grants loans and advances, makes investments, provides guarantees, to and accepts deposits and borrowings from its customers and borrowing from entities. These transactions are part of Bank's normal banking business, which is conducted ensuring adherence to all regulatory requirements and banks internal policies as applicable.
Other than the transactions described above, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Bank to or in any other persons or entities, including foreign entities ("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Bank (Ultimate Beneficiaries). The Bank has not received any fund from any parties (Funding Party) with the understanding that the Bank shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
32 COMPARATIVE FIGURES
Figures of the previous year have been regrouped/ reclassified wherever necessary to confirm to the current year's presentation.
Signature to Notes on Accounts
For and on behalf of Board of Directors of
Ujjivan Small Finance Bank Limited
Sanjeev Nautiyal B A Prabhakar Sudha Suresh Sanjeev Barnwal
DIN: 08075972 DIN: 02101808 DIN: 06480567 Company Secretary
Managing Director & CEO Independent Director Independent Director
S Balakrishna Kamath
Chief Financial Officer
Bengaluru April 30, 2025
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