15. Provisions and Contingent Liabilities
A provision is recognised when there is a present obligation as a result of past event, and there is a probability of an outflow of resources that will be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are determined based on the Management's best estimate required to settle the obligation as at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
In case where the available information indicates that the loss on the contingency is reasonably possible but the amount of loss cannot be reasonably estimated, a disclosure is made in the financial statements. In case of remote possibility, neither provision nor disclosure is made in the financial statement.
Contingent Assets are neither recognized nor disclosed in the financial statements since this may result in the recognition of income that may never be realized.
16. Country risk
In addition to the provisions required to be held according to the asset classification status, provisions are also required to be made towards country-wise net funded exposure on foreign exchange transactions exceeding the threshold limits (other than for home country). Provision will be made where the net funded exposure of any country is 1% or more of the Bank's total funded assets.
Further, till such time internal rating systems are developed by the Bank, the seven-category
classification followed by Export Credit Guarantee Corporation of India Ltd. (ECGC) will be utilised for the purpose of classification of country risk exposures viz., countries will be classified into seven risk categories namely insignificant (A1), low (A2), moderately low (B1), moderate (B2), moderately high (C1), high (C2) and very high (D).
17. Corporate Social Responsibility
Expenditure towards corporate social responsibility, in accordance with Companies Act, 2013 is recognised in the Profit and Loss Account.
18. Operating Lease
Leases where all the risks and rewards of ownership are retained by the lessor are classified as ‘Operating lease'. Operating lease payments are recognised as an expense in the Profit and Loss Account as per the lease terms. Initial direct costs in respect of operating leases such as legal costs, brokerage costs etc., are recognised as expense immediately in the Profit and Loss Account.
19. Net Profit
The net profit disclosed in the Profit and Loss Account is after providing for :
• Provision for taxes, standard assets and non¬ performing assets;
• Provision for depreciation on investments,
• Provision for employee benefits; and
• Other usual and necessary provisions
SCHEDULE 18 - NOTES ON ACCOUNTS FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
The schedule provides disclosure for the year ended 31st March 2025 (with comparative position of previous year, wherever applicable) as per Reserve Bank of India's (RBI) Master Circular on Disclosure in Financial Statements.
(Amounts given herein are denominated in Rupees crore unless specified otherwise)
b. Draw down from Reserves
During the year, there has been no draw down from the reserves to the Profit & Loss account.
Basel III disclosures
In accordance with RBI circular DOR.CAP.REC.4/21.06.201/2024-25 dated 01st April 2024, read together with RBI circular DBR.No.BP.BC.1/21.06.201/2015-16 dated 1st July 2015, Banks are required to make Pillar 3 disclosures under Basel III capital regulations. Accordingly, necessary disclosures have been made available on the Bank's website - https://www.kvb. co.In/about-us/disclosures/pillar-MI-dlsclosures/. These disclosures have not been subjected to audit by the Joint Statutory Central Auditors.
1.1 Tier II Capital
During the year ended 31st March 2025, the Bank did not raise any subordinated debt bonds qualifying for Tier II capital.
1.2 Proposed Dividend
The Board of Directors have recommended a dividend of 130% i.e. Rs.2.60 per equity share of Rs. 2.00 each for the year 2024-25 (Previous year 120%-Rs.2.40 per equity share), subject to the approval of the shareholders at the ensuing Annual General Meeting.
In accordance with Accounting Standards 4 - Contingencies and Events Occurring after the Balance Sheet date notified under the Companies (Accounting Standards) Rules 2021, the proposed dividend has not been shown as an appropriation from the Profit and Loss account for the year ended 31st March 2025 and correspondingly not reported under Other Liabilities and Provisions as at 31st March 2025. However, capital adequacy ratio has been computed by reducing the proposed dividend.
2b. Liquidity Coverage Ratio (LCR) i. Qualitative disclosure
Pursuant to RBI guidelines on implementation of Basel III framework applicable to banks in India with effect from 1st January 2015, measurement of LCR by Bank is undertaken for stress testing. LCR promotes short term resilience of banks to potential liquidity disruptions by ensuring that they have sufficient high quality liquid assets (HQLAs) to survive an acute stress scenario lasting for 30 days. As per extant regulatory guidelines, the minimum LCR to be maintained by banks is specified at 100%.
i.a Objective
LCR standard aims to ensure that a bank maintains an adequate level of unencumbered HQLAs that can be converted into cash to meet its liquidity needs for a 30 calendar day time horizon under a significantly severe liquidity stress scenario specified by supervisors. At a minimum, the stock of liquid assets should enable the bank to survive until day 30 of the stress scenario, by which time it is assumed that appropriate corrective actions can be taken.
Bank has consistently maintained LCR above
100% during FY 2024-25 (as well as during
FY 2023-24) i.e. at levels higher than the
required regulatory minimum level, on an
ongoing basis.
i.b Composition of HQLA
• Cash in hand
• Excess CRR balance as on that particular day
• Excess Government Securities in excess of minimum SLR requirement
• Government Securities within the mandatory SLR requirement to the extent allowed by RBI under MSF (presently to the extent of 2% of NDTL as allowed for MSF)
• Facility to avail liquidity for liquidity coverage ratio at 15% of NDTL
• AAA rated bonds and AA- & above and marketable securities representing claims guaranteed by sovereigns having risk weights higher than 20% but not higher than 50%
• Common equity shares not issued by the bank or any of its affiliated entities and included in NSE CNX Nifty and / or S&P BSE Sensex indices.
2c. Net Stable Funding Ratio (NSFR)
Qualitative disclosure
NSFR = Amount of available stable funding (ASF) 4- amount of required stable funding (RSF).
NSFR indicates that the Bank maintains a stable funding profile in relation to the composition of its assets and off- balance sheet activities and promotes funding stability i.e. resilience over a longer-term time horizon by requiring banks to fund their activities with more stable sources of funding, on an on-going basis.
ASF is defined as the portion of capital and liabilities, expected to be reliable over the time horizon considered by NSFR, which extends to one year. RSF is a function of the liquidity characteristics and residual maturity of various assets (including off-balance sheet exposures) held. RBI has mandated that minimum NSFR of 100% is to be maintained with effect from October 01, 2021.
NSFR standard is structured to:
a) Ensure that investment banking inventories, off- balance sheet exposures, securitization pipelines and other assets and activities are funded with at-least a minimum amount of stable liabilities;
b) Avoid over-reliance on wholesale funding during times of buoyant market liquidity;
c) Counterbalance the cliff-effects of the liquidity coverage ratio approach;
d) Offset incentives for institutions to fund their stock of liquid assets with short-term funds that mature just outside the supervisory defined horizon for LCR; and
e) Require stable funding for all illiquid assets and securities held, including those held in HFT/AFS i.e. reckon illiquidity and not the assumed execution turnover period.
The following assumptions are used by RBI in the calibration of NSFR :
• Longer-term liabilities are assumed to be more stable than short-term liabilities;
• Short-term (maturing in less than one year) deposits provided by retail customers and funding provided by small business customers are behaviorally more stable than wholesale funding of the same maturity from other counterparties;
• For the sake of continuity and resilience of credit creation, stable funding for some proportion of lending to the real economy is required;
• Banks may seek to roll over a significant proportion of maturing loans to preserve customer relationships;
• Short-dated assets (maturing in less than one year) require a smaller proportion of stable funding because these could be allowed to mature without rolling-over;
• Unencumbered, high-quality assets that can be securitized or traded or used as collateral to secure additional funding, do not need to be wholly financed with stable funding; and
• At least a small portion of the potential calls on liquidity arising from off-balance sheet commitments and contingent funding obligations need to be met by stable funding.
NSFR is measured on a quarterly basis and advanced techniques such as stress testing, sensitivity analysis etc. are conducted periodically to assess the impact of various contingencies.
3.6 Transfer to Capital Reserve
Net profit on sale of securities includes profit of Rs. 0.39 crore on sale of securities from HTM category (Rs. 1.52 during the previous year). As per RBI guidelines, an amount of Rs. 0.22 crore (after netting of taxes and transfer to Statutory Reserve) is transferred to Capital Reserve for the year ended 31.03.2025 (Rs. 0.85 during the previous year).
3.7 SLR investments under HTM category
The percentage of SLR investment under HTM category as on 31st March 2025 was 19.36% of Demand and Time Liability of the Bank (previous year 19.26%) which is within permissible limit as per RBI guidelines.
3.8 Interest income on investment is net of amortization expenses of Rs. 85.28 crore (Rs. 103.62 crore during previous year).
3.10 There has been no change in the accounting policy except with respect to ‘Investments' to comply with the Reserve Bank of India Master Direction on Classification, Valuation and Operation of Investment Portfolio of Commercial Banks (Directions) 2023 dated September 12, 2023 (‘Master Direction') which is effective from April 01, 2024 read with the frequently asked questions issued by the Fixed Income Money Market and Derivatives Association of India (‘FIMMDA').
Accordingly, the investment of the Bank as at April 01, 2024 have been reclassified, wherever required and valued in accordance with the requirement of said Master Direction and transitional adjustment on account of ‘Available For Sale' (AFS) portfolio and other securities has been adjusted in AFS reserve and opening General reserve to the extent of Rs.23.01 crore and Rs.260.98 crore (which includes reversal of provision for depreciation of Rs.58.06 crore and transfer of Investment Reserve of Rs.202.92 crore) respectively. Thus, corresponding year ended figures in respect of March 31, 2024 are not comparable. The impact on account of this change in the accounting policy is not material for the quarter and year ended March 31, 2025.
All investments purchased and sold during the year ended March 31, 2025 are done in compliance with the requirements of the master direction & revised accounting policy. In compliance with Master Directions, the valuation gains and losses for the year ended March 31, 2025 across all performing investment held under AFS is aggregated and the net gain amounting to Rs.55.02 crore (net of tax) has been directly credited to AFS Reserve. The securities held in Fair Value through Profit and Loss (‘FVTPL') and Held for Trade (‘HFT') are fair valued and valuation losses (net) for the year ended March 31, 2025 amounting to Rs.5.02 crore arising on such valuation have been charged to the Profit and Loss.
5.5 Factoring Exposures
Bank undertakes factoring, including factoring through TReDS (Trade Receivable Discounting System) platform. TReDS transactions are undertaken across various platforms viz., RXIL (Receivables Exchange of India Limited), M1Xchange and Invoicemart (ATreds). Receivables of rated large corporates and that of MSME units from corporates are financed through factoring. Finance extended through factoring form part of advances portfolio of the Bank, and the position of factoring exposure is given below:
our Bank, provided the borrower is having foreign exchange business relationship with the Bank. Bank holds a provision of Rs. 3.79 crore as on 31.03.2025 (Previous year Rs. 6.99 crore) towards UFCE of its clients.
5.8 Details of Single Borrower Limit (SBL), Group Borrower Limit (GBL) exceeded by the bank.
The Bank has not exceeded the prudential credit exposure limits in respect of Single Borrower Limit and Group Borrower Limit (not exceeded the same for previous year).
5.6 Intra Group Exposures - The bank has no intra group exposures on 31.03.2025 and 31.03.2024.
5.7 Unhedged foreign currency exposure (UFCE)
Bank has a laid down Credit Policy, specifying that in respect of foreign currency loan exposure above USD Two million, hedging is to be insisted upon; its waiver shall be considered on merits, on a case to case basis, and after ensuring obtention of a minimum cash margin of 5% on the exposure towards exchange rate fluctuation risk. In case of foreign currency loan extended to finance exports, considering the availability of natural hedge, hedging of risks may not be insisted upon. For foreign currency exposure of Corporate Borrowers, hedging is to be insisted upon in respect of exposures exceeding the thresholds specified. UFCE shall exclude items which are effective hedge of each other. Natural hedges and financial hedges already made shall be excluded for arriving at the UFCE.
Bank shall make incremental provisioning and capital provisioning as under, as prescribed by RBI, and shall adopt the provisioning and capital provisioning requirements of RBI in respect of those entities on which total exposure of the Banking system is above Rs. 50 crore. Bank shall follow the RBI guidelines in respect of smaller entities (i.e. total exposure of the Banking system is at Rs. 50 crore or less) and shall make an incremental provisioning of 10 bps over and above the extant standard asset provisioning for the unhedged exposure. In case of consortium/MBA lending, Bank shall make provisioning on the pro rata exposure of
7.3 Disclosures on risk exposure in derivatives Qualitative Disclosure
Structure, Organisation, Scope, Nature of risk management in derivatives
Dealing in derivatives is centralized in the integrated Treasury of the Bank. Treasury is segregated into three functional areas i.e., front office, mid office and back office.
Derivative transactions are entered into by the front office; mid office conducts an independent check of the transactions entered into by the front office and ensures compliance with various internal and regulatory guidelines. Back Office undertakes activities such as confirmation, settlement, accounting, risk monitoring and reporting.
Rupee derivative deals are executed for hedging or for trading. The risk in the derivatives portfolio is monitored by assessing the MTM position of the portfolio on a daily basis and the impact on account of probable market movements. The overall portfolio is operated within the risk limit fixed by the Bank. Forex derivative deals are offered to clients on back-to-back basis. The outstanding deals are marked to market on monthly basis. The MTM values are informed to the clients every month and margin topped up where required. Banks have been permitted to adopt the Current
Exposure Method for measurement of Credit Exposure of Derivative products as per extant RBI guidelines.
The Board reviews the risk profile of the outstanding portfolio at regular intervals.
Accounting
Accounting policies for derivatives adopted by the Bank are as per RBI guidelines. Hedge swaps are accounted for like a hedge of the asset or liability. The income / expense on hedge swaps are accounted on accrual basis except where swap transactions whose underlying is subjected to MTM. Such hedge swaps are marked to market on a monthly basis and the gain / losses are recorded as an adjustment to the designated asset / liability. The non-hedge swaps are marked to market every month and the MTM losses in the basket are accounted in the books while MTM profits are ignored.
Collateral Security
As per market practice, no collateral security is insisted for the contracts with counter parties like Banks / PDs etc. For deals with corporate clients, appropriate collateral security / margin etc. are stipulated whenever considered necessary.
Credit Risk Mitigation
Most of the deals are contracted with Banks / major PDs / highly rated clients and no default risk is anticipated on the deals with them.
The market making and the proprietary trading activities in derivatives are governed by the Integrated Treasury policy of the Bank, which lays down the position limits, stop loss limits as well as other risk limits. As far as forex derivatives are concerned, they are undertaken on back-to-back basis only.
Risk monitoring on derivatives portfolio is done on a daily basis. The Bank measures and monitors risk using Price Value of a Basis Point (PVBP) approach. Risk reporting on derivatives forms an integral part of the management information system and the marked to market position and the PVBP of the derivatives portfolio is reported on a daily basis to the top management.
Risk monitoring on forex derivatives is done on a monthly basis. It is reported to the top management and related clients on monthly basis.
Note: There are no derivative transactions undertaken during the year (also no derivative transactions undertaken during previous year), other than Forward Forex Contracts. Bank does not have any open position in the Derivative instruments in trading book as on 31st March 2025 (also as on 31st March 2024).
7.4 Credit default swaps
The bank has not undertaken any Credit Default Swaps during FY 2024-25 and FY 2023-24.
12. Disclosure of penalties imposed by RBI
During the year RBI has levied the following penalties -
1. Rs. 0.08 crore penalty imposed by RBI for non-compliance with certain directions issued by RBI on ‘Loan System for Delivery of Bank Credit'.
2. Rs. 0.02 crore emanating out of deficiencies found while processing the currency notes remitted by the Bank, Rs. 0.004 crore for the deficiencies found in the branch incognito visit by RBI and Rs. 0.007 crore for the deficiencies found in the ATM cash outs (Previous year Rs. 0.03 crore).
13. Disclosures on Remuneration
Qualitative Disclosure
a. Information relating to the composition and mandate of the Nomination and Remuneration Committee (NRC)
As on 31st March 2025, the Nomination & Remuneration Committee (NRC) of the Board consists of three Independent Directors. Further as per requirement of RBI guidelines a member of Risk Management Committee of the Board is also made member in NRC. The Composition complies with RBI guidelines, provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (‘SEBI LODR').
The mandate of Nomination and Remuneration
Committee includes:
a. To formulate criteria for determining qualifications, positive attributes and independence of a director, in terms of fit and proper criteria issued by the RBI from time to time.
b. To devise policy on Board Diversity, and policy on Appointment and Succession Planning for Directors.
c. To formulate/review criteria for evaluation of performance of Chairman, Independent Directors, Board of Directors, Committees of Board.
d. To recommend persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
e. To frame/review Compensation Policy towards ensuring effective alignment between remuneration and risk. Directors and Senior Management Personnel shall be part of the Compensation Policy.
f. To review and recommend to the board, all remuneration, in whatever form, payable to Directors & senior management.
g. To formulate the criteria for variable pay and fix the thresholds for applying malus & clawback on the grant of variable pay payable to MD & CEO/ WTD.
h. To consider grant of stock options to employees, administer and supervise the Employee Stock Option Plans in conformity with statutory provisions and guidelines.
i. To provide inputs, if required, to Board for making disclosures regarding policies, appointments, remuneration etc. of Directors and Senior Management personnel in the Annual Reports/ Directors Reports/ Financial Statements etc. as may be required by the regulations from time to time.
j. To perform any other functions or duties as stipulated by the Companies Act, RBI, SEBI, Stock Exchanges and any other regulatory authority or under any applicable laws as may be prescribed from time to time.
b. Information relating to the design and structure of remuneration processes and the key features and objectives of remuneration policy
The Bank has Board approved Compensation Policy in terms of the RBI guidelines, provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (‘SEBI LODR'). The Compensation Policy of the Bank covers the compensation payable to all the employees including the MD&CEO/ WTD, Key Managerial Personnel, Material Risk Takers, Control Function Staff as per the guidelines of RBI and also fee payable including fixed remuneration to Non- Executive Directors/ Independent Directors. Nomination and Remuneration Committee (NRC) of the Bank oversees the framing, review and implementation of compensation policy on behalf of the Board of Directors. Further as per requirement of RBI guidelines a member of Risk Management Committee of the Board is also a member in order to consider risk related aspects in remuneration structures.
In terms of RBI Guidelines and Compensation Policy of the Bank the position of Managing Director & CEO and Executive Directors are identified as Material Risk Taker (MRT). The compensation payable to MRTs is divided into fixed and variable components. Non-Executive Directors/ Independent Directors are paid sitting Fees for attending Board/ Committee meetings. Part-time (Non-Executive) Chairperson is entitled for honorarium, as approved by Reserve Bank of India and Shareholders of the Bank. In terms of RBI circulars and as approved by the shareholders vide postal ballot resolution dated July 16,2024, Non-Executive Directors of the Bank including Independent directors (Other than Non-Executive (Part-time) Chairperson) are eligible for fixed compensation to the tune of 0.2% of the profit available for distribution subject to a maximum of Rs.20 Lakhs for each Director per annum with effect from FY 2024-25, for a period of three (3) years. The said fixed compensation payable shall be in proportion to the tenure of the Directors on the Board during the year.
Remuneration to employees (other than MRTs) is defined by the IBA pay scale / CTC pay structure, both of which are approved by the Board. The IBA pay scale is an industry standard across all PSBs and old generation private banks, while the CTC pay structure specific to KVB has been formulated on the basis of comparative industry practices.
The objective is to suitably compensate every employee as per his position in the organization so as to adequately recognize his contributions.
Objective of the Compensation policy is to align the compensation with prudent risk taking;
• Compensation must be adjusted for all types of risks
• Compensation outcomes must be symmetric with risk outcomes
• Compensation pay-out schedules must be sensitive to the time horizon of risks
• The proportion of cash, equity and other forms of compensation must be consistent with risk alignment.
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
With respect MRTs the clauses of Compensation Policy adopted by the Bank address the issues pertaining to current and future risks. While current risks are factored in fixed pay, the future risks are factored in variable pay. The variable pay shall be based on predefined KPIs having a wide variety of measures related to Governance, Internal Controls, appropriate risk management practices and adherence to Compliance, etc. as set out by NRC. This risk adjustment factors in both quantitative and qualitative elements. The Policy effectively aligns the compensation with prudent risk taking and shall be symmetrical with risk outcomes as well as sensitive to the time horizon of risk. Further in adherence to FSB implementation standards & RBI Guidelines, variable pay has deferral arrangements. In the event of negative outcomes & misconduct risk, the deferred compensation shall be subjected to malus and claw back arrangements in tune with the RBI guidelines.
The remuneration (other than MRTs) as per IBA / CTC package is position / designation specific and not necessarily risk specific. However, there are sufficient systems and procedures in place in the Bank (including KVB Officer Employees, Conduct Regulations and Discipline & Appeal Regulations, and also Malus / Claw back clauses in the employment contracts wherever applicable and continuous monitoring / auditing etc) to ensure risk mitigation and prevention.
Board of Directors of the Bank through NRC shall exercise oversight & effective governance over the framing and implementing the Compensation policy.
d. Description of the ways in which the Bank seeks to link performance during a performance measurement period with levels of remuneration
Bank follows a performance-based remuneration, which motivates and rewards high performers who strengthen long-term customer relations,and generate income and shareholder value. The Bank while designing the compensation structure ensures that there is a proper balance between fixed pay and variable pay. Bank ensures that variable pay shall relate to the performance. The variable pay could be in cash, stock linked instruments or a mix of both.
While fixing the Variable Pay, performance parameters under financial and non-financial areas of operations are assessed. The financial performance of the bank is factored while determining the amount of variable remuneration to be paid. Variable Pay shall be fixed on the basis of performance matrix broadly categorized as a) Bank as a whole, b) Business Unit, c) Individual, based on the quantitative and qualitative criteria. The quantitative criteria shall relate to the performance of the Bank and certain qualitative factors taking into account the, Governance Measures, Cost to Income Ratio, Internal controls, appropriate risk management practices and adherence to compliance, etc as set out by NRC.
In the event of subdued or negative financial performance of the bank and or the relevant line of business in any year, having misconduct, the deferred compensation shall be subjected to malus and claw back arrangements in tune with the RBI guidelines.
e. A discussion of the bank’s policy on deferral and vesting of variable remuneration and criteria for adjusting deferred remuneration before vesting and after vesting
As per the Compensation Policy, Variable pay is eligible on the achievement of certain business/compliance targets fixed by the management. The structuring of remuneration in case of MD & CEO/WTD shall be subject to the approval of RBI.
Deferral arrangements for variable pay in case of MD & CEO/WTD and other employees who are MRTs and Control
Function Staff, in adherence to FSB implementation standards shall be;
a minimum of 60% of the total variable pay shall be under deferral arrangements.
If cash component of variable pay equals or exceeds Rs.25.00 Lakhs, then at least 50% of the cash bonus shall be deferred.
The deferral period shall be a minimum of three years applicable to both cash and non-cash components of the variable pay. Deferred remuneration shall either vest fully at the end of the deferral period or be spread out over the course of the deferral period. The first such vesting shall be not before one year from the commencement of the deferral period. The vesting shall be no faster than on a pro-rata basis. Additionally, vesting, shall not take place more frequently than on a yearly basis, to ensure a proper assessment of risks before the application of ex-post adjustments.
Subject to bank's ESOP schemes, NRC at its discretion may specify a retention period after the vesting of stock linked instruments which have been awarded as variable pay during which they cannot be sold or accessed.
In cases where the compensation by way of share linked, instruments is not permitted by law / regulations, the entire variable pay can be in cash, subject to deferral /vesting / malus-clawback norms.
f. Description of the different forms of variable remuneration (i.e. cash, shares, ESOPs and other forms) that the bank utilizes and the rationale for using these different forms
Variable pay is purely based on performance and is measured through KPIs. Bank ensures that the compensation structure is comprehensive and considers both, qualitative and quantitative performance measures. The variable pay would be in the form of cash & non-cash components (in the form of Share linked instruments).
Bank has two Employees Stock Option Schemes viz; KVB ESOS 2011 and KVB ESOS 2018. NRC may grant stock options under the Employees Stock Options Schemes from time to time in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014).
In case of other employees Bank also subscribes to different forms of variable pay such as performance linked incentives, Ex-gratia for other employees, non-cash incentives, Bonus, any other incentives by whatever name called having the similar features. The Bank shall not grant any severance pay (other than the terminal benefits and gratuity as per the provisions). Bank shall not provide any facility or funds or permit to insure or hedge his/her compensation structure to offset the risk alignment effects embedded in the compensation package.
* - Deviation from Mean Pay of the Bank, in respect of MD &CEO and Executive Director Shri. J.Natarajan, compensation has seen a significant change due to the following reasons:
a. The revision in remuneration (both fixed and variable) paid to MD&CEO during the FY 2024-25 has been considered and the increase compared to previous FY 2023-24 is because of variable pay payments i.e. cash component of FY 23-24, deferral cash component of FY 20-21, 21-22, 22-23, Exercise of non-cash component of variable pay (ESOS) pertaining to FY 20-21, 21-22, 22-23 and perquisites as per Income Tax act,1961.
b. The remuneration (fixed and variable) paid to ED during the FY 2024-25 has been considered and the increase compared to previous FY 2023-24 is because of variable pay payments i.e. cash component of FY 23-24, exercise of non-cash component of variable pay (ESOS) pertaining to FY 20-21, 21-22, 22-23 (during which time he served as the President) and perquisites as per Income Tax act,1961.
13.1 Remuneration (including sitting fees, profit related commission and Honorarium) paid to non-executive directors during the year is Rs 2.45 Crore (previous year Rs. 2.57 Crore).
13.2 Stock options
The Bank has formulated and adopted Employee Stock Option Schemes to provide a platform to employees for participating in the ownership of the Bank and in its long-term growth. The Bank uses stock options as a compensation tool to attract and retain critical talent and encourage employees to align individual performances with that of the Banks' objectives. Currently, the Bank has the following Schemes in compliance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:
• Karur Vysya Bank Employees Stock Option Scheme 2011 (“KVB-ESOS-2011”)
• Karur Vysya Bank Employees Stock Option Scheme 2018 (“KVB-ESOS-2018”)
Note:
1. Vesting eligibility under these schemes are purely based on achievement of performance matrix. The vesting period shall be under deferral arrangement upto three years from the date of grant, however minimum vesting period of one year is mandatory.
2. Details outstanding as on April 01, 2024 pertains to options granted during previous years viz; FY 2020-21, 2021-22, 2022-23 and 2023-24.
3. Based on the eligibility conditions during the year 1,21,259 options (ESOS 2011 scheme - 38,971 options and ESOS 2018 scheme - 82,288 options) were lapsed, and the said options were added back to the Employee Stock Option pools.
4. The Bank has granted 63,695 options of face value Rs 2/- each to Material Risk Takers (MRTs) - MD & CEO and Executive Director (for his performance in the role of President) under KVB ESOS 2018 scheme during the year. In terms of RBI Guidelines on Compensation Policy, the said grant is part of their variable pay non-cash component for the performance assessment period of FY 2023-24. Further Bank has also granted 49,060 options of face value Rs 2/- each to Senior Management under KVB ESOS 2018 scheme during the year as a part of their non-cash component for the performance assessment period of FY 2023-24. The vesting period shall be under deferral arrangement of three years from the date of grant.
further notice. RBI has not issued any further notification on implementation of IndAS by SCBs during the financial year 2024-25.
In compliance to the RBI circular dated 11th February 2016, the status of IndAS implementation is given below:
Proforma IndAS statements have to be submitted to RBI on half-yearly basis with effect from FY 2021-22; accordingly, proforma IndAS statements for the half-year ended 30th September 2024 have been prepared and submitted to RBI. Bank has evaluated IndAS solution offered by various vendors. Bank had selected the software vendor for IndAS evaluation and implementation and UAT testing is under process.
14.6 Status with regard to IndAS Implementation
Ministry of Corporate Affairs (MCA), Government of India, notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. Vide press release dated 18th January 2016, MCA notified the roadmap for implementation of Indian Accounting Standards (IndAS) (converging with the Internal Financial Reporting Standards (IFRS)) for Scheduled Commercial Banks (SCBs) excluding Regional Rural Banks, Non-Banking Financial Companies and Insurance Companies. Accordingly, RBI, vide circular DBR. BP.BC.No.76/21.07.001/2015-16 dated 11th February 2016, advised SCBs to follow IndAS from 1st April 2018, subject to guidelines / directions to be issued in this regard.
RBI initially deferred IndAS implementation by SCBs to 1st April 2019; subsequently, vide circular DBR.BP.BC. No.29/21.07.001/2018-19 dated 22nd March 2019, implementation of IndAS by SCBs has been deferred till
14.8 Disclosure on amortisation of expenditure on account of enhancement in family pension of employees of banks.
The revision in family pension payable to employees of the Bank covered under 11th Bipartite Settlement and Joint Note dated 11th November 2020 was quantified on 26th August 2021; the Bank opted to amortize the additional liability of Rs. 80.26 crore based on actuarial valuation during the three quarters of financial year 2021-22 equally, and the same has been accordingly expensed to Profit & Loss account in the previous financial year 2021-22 itself.
14.9 Disclosure requirement as per Accounting Standards (AS)
In compliance with the guidelines issued by the RBI regarding disclosure requirements of the various Accounting Standards, the following information is disclosed:
a. There are no material prior period income and expenditure included in the Profit & Loss account, which requires a disclosure as per AS-5.
For the preparation of these financial statements, the bank has followed the same accounting policies and generally accepted practices adopted for the preparation of audited financial statements for the year ended 31st March 2025.
b. Revenue Recognition (AS-9)
Bank recognises revenue on accrual basis, as per details given in item C.1 of the Significant Accounting Policy of the Bank (Schedule 17).
c. Effects of changes in Foreign Exchange Rates (AS-11)
Bank has followed the guidelines issued by RBI and FEDAI, in order to comply with the applicable requirements under AS-11. Accordingly, foreign exchange transactions are accounted as per details given item C.6 of the Significant Accounting Policy of the Bank (Schedule 17).
d. Employee Benefits (AS -15)
The Bank is following AS-15 (Revised 2005) ‘Employee Benefits' as under:
a. In respect of Contributory Plan, viz.,
Provident Fund: The Bank pays fixed contribution at pre-determined rates to a separate trust, which invests in permitted securities. The obligation of the Bank is limited to such fixed contribution.
National Pension Scheme: As per industry settlement dated 27th April 2010, employees who have joined on or after 1st April 2010 are covered under National Pension System (NPS) regulated by Provident Fund Regulatory Development Authority (PFRDA). Employer's contribution to NPS has been recognised as expenditure in the profit and loss account.
b. In respect of Defined Benefit Plans, viz.,
Gratuity: The Bank Provides for Gratuity, a defined benefit plan (the Gratuity Plan) covering the eligible employees. The Gratuity Plan provides a lump sum payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on respective employee's salary and tenure of employment.
Pension: The Bank Provides for Monthly pension, a defined benefit plan (the Pension Plan) covering the eligible employees. The Pension Plan provides a monthly pension after the retirement of the employees till death and to the family after his death of the pensioner based on the respective employee's salary and tenure of the employment.
e. Segment Reporting: (AS-17)
1. Business Segments
For the purpose of segment reporting, the reportable segments are identified into Treasury, Corporate/Wholesale banking, Retail banking and other banking operations, in compliance with RBI guidelines. Brief description of activities of each segment and revenue attributable thereto is as under:
1. Treasury portfolio comprises of investments in Central and State Government securities, debt instruments of Banks, FIs, Insurance companies, PSUs and corporates, certificate of deposits, equity shares, mutual funds, security receipts etc. as well as forward contracts, derivatives and foreign exchange operations on proprietary account and for customers, including trading in these instruments as well as borrowing and lending operations.
Treasury income is primarily earned through interest on investments, forex income as well as income from securities trading; expenditure includes interest on funds borrowed and other allocated overheads.
2. Corporate/ Wholesale banking includes all advances to trusts, partnership firms, companies, and statutory bodies, which are not included under Retail Banking.
Revenue comprises of interest and fees / charges earned from such clients and expenses are those incurred on interest towards funds utilized and other allocated overheads.
3. Retail banking comprises of lending of funds and other banking services to any legal person including small business customers, on the basis of the borrower, nature of the product, granularity of the exposure and quantum thereof.
Revenue comprises of interest and fees / charges earned from such clients and expenses are those incurred on interest towards funds utilized and other allocated overheads.
j. Accounting for Investments in Associates in Consolidated Financial Statements (AS-23)
The Bank has no Associates. Hence reporting under AS-23 is not applicable (not applicable for previous year also).
k. Discontinuing operations (AS-24)
The Bank has not discontinued any of its operations. Hence reporting under AS-24 is not applicable (not applicable for previous year also).
l. Interim Financial Reporting (AS-25)
Quarterly financial reviews have been carried out as per extant RBI and SEBI guidelines, and reporting / filing of the prescribed information have been complied with by the Bank.
m. Impairment of Assets (AS - 28)
In the opinion of the Management, there is no impairment of its Fixed Asset to any material extent as at 31st March 2025 requiring recognition in terms of Accounting Standard 28 (also as at 31st March 2024).
14.12 The Bank has deposited an amount of Rs. 603.26 crore (Rs.599.91 crore during the previous year) towards disputed tax liability. In the opinion of the Bank, no provision is considered necessary based on favourable decisions by various courts.
As advised by Tax Consultants of the Bank, there are high chances of favourable outcome in these cases considering legal provision, favourable judicial pronouncements and / or appellate orders on identical issues for past years. Hence, the Bank does not consider it necessary to make any provision or include the same under Schedule 12- Contingent Liability, to the Balance sheet. All pending litigations which may have an impact on its financial position have been estimated and provided for in the financial statements. In respect of
other pending litigations, in opinion of the management, no provision is required as it does not expect to have any impact on its financial position.
14.13 Disclosure on Investor Education and Protection Fund (IEPF)
As per the Companies Act 2013 read with IEPF rules, dividends unclaimed for more than seven years from the date of their declaration, all shares in respect of which dividends remain unclaimed for the last seven consecutive years and the application money received by the Bank for allotment of shares being due for refund/unclaimed for seven years, are to be transferred to Investor Education and Protection Fund.
In compliance with the above provisions, the unclaimed dividend amount of Rs 0.48 crore (Rs.0.56 crore of previous year) for the FY 2016-17 and 1,69,766 shares (85,482 shares for previous year) of face value Rs. 2/- each, in respect of which the dividends remain unclaimed from FY 2016-17 for the last seven consecutive years, were transferred to the Investor Education and Protection Fund (IEPF) during the year ended March 31, 2025 within the timelines.
Further the application money due for refund during the year to the tune of Rs. 0.05 crore with respect to Rights Issue-2017 remaining unclaimed for a period seven years was transferred with a short delay of 12 days due to technical glitch on MCA V3 Portal. The due date for transfer of amount is January 20, 2025 and the process for transferring the amount was initiated well before the due date. With respect to technical glitch in MCA V3 Portal, we have raised service tickets with MCA twice on January 17 & 22, 2025. The technical glitch was rectified after continuous follow up with MCA on January 30, 2025 and subsequently the application money due for refund was transferred to IEPF on February 01, 2025.
14.14 a. Corporate Social Responsibility (CSR)
The expense required to be spent by the Bank during the year towards its CSR obligation amount to Rs. 29.72 crore (Previous year Rs.18.39 crores). The Bank has incurred an expenditure of Rs. 4.15 crore (Previous year Rs. 8.06 crore) towards its CSR obligations and has provided Rs. 25.44 crore (Previous year Rs. 10.33 crore) during the year for various future CSR projects. The Bank has set off the excess CSR expense brought forward from previous year amounting to Rs. 0.30 crore.
14.14.b. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:
Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. The required disclosure is given below:
a. Claims against the Bank not acknowledged as debts
These represent claims filed against the Bank in the normal course of business relating to various legal cases currently in progress. These also include demands raised by income tax and other statutory authorities and disputed by the Bank.
b. Liability on account of forward exchange and derivative contracts
The Bank presently enters into foreign exchange contracts and interest rate swaps with interbank counterparties and customers. Forward exchange contracts are commitments to buy or sell foreign currency at a future date at the contracted rate. Interest rate swaps are commitments to exchange fixed and floating interest rate cash flows in the same currency based on fixed rates or benchmark reference. The notional amounts of such foreign exchange contracts and derivatives provide a basis for comparison with instruments recognized on the balance sheet but do not necessarily indicate the amounts of future cash flows involved or the current fair value of the instruments and, therefore, do not indicate the Bank's exposure to credit or price risks. The fluctuation of market rates and prices cause fluctuations in the value of these contracts and the contracted exposure become favourable (assets) or unfavourable (liabilities).
c. Guarantees given on behalf of constituents
As a part of its banking activities, the Bank issues guarantees on behalf of its customers to enhance their credit standing. Guarantees represent irrevocable assurances that the Bank will make payments in the event of the customer failing to fulfil its financial or performance obligations.
d. Acceptances, endorsements and other obligations
These include documentary credit issued by the Bank on behalf of its customers and bills drawn by the Bank's customers that are accepted or endorsed by the Bank.
Includes Capital commitments and amount transferred to RBI under the Depositor Education and Awareness Fund (DEAF). (Refer schedule 12 for amounts relating to contingent liability.)
14.16 Inter-branch transactions
Inter Branch/Office accounts reconciliation has been completed upto 31st March 2025 and all the inter branch entries have been reconciled upto 31st March 2025.
14.17 The bank has filed a writ petition and obtained an interim stay from the Hon'ble High Court of Madras in respect of a show cause notice issued during the year/quarter ended December 31, 2024 by the Commercial Taxes Department, Tamil Nadu, proposing to levy Goods and Service Tax (GST) and penalty thereon aggregating to Rs.253743.26 lakhs for an earlier year. The management has been legally advised that the same is not tenable as per provisions of GST Act and hence does not require any provision or disclosure as contingent liability in the financial results. The above matter has also been intimated to the Stock Exchanges on December 21, 2024, as per the requirements of the Listing agreement.
14.18 Balancing of books
The books of accounts have been balanced and tallied in all branches of the Bank as on 31st March 2025 (also as on 31st March 2024).
14.19. Audit Trail
As required by Rule 11 (g) of the Companies (Audit and Auditors) Rules 2014, which is effective from April 1, 2023, the Company is using an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. In respect of Digital Gold Loan, PeopleSoft HRMS and Bullion Precious Metal the audit trail (edit log) was enabled at database level/ captured in DAM tool from June 13, 2023, July 9,2023 and February 01, 2024 respectively. In respect of LOS software, the management is of the opinion that maintaining edit/ audit logs at the service provider's end is beyond the control of the bank and as confirmed by the service provider no request
to access the data base of LOS has been requested by the Bank throughout the year. Accordingly, this has no impact on the financials and related internal controls of the bank.
15. Disclosure under Rule 11(e) of the Companies (Audit & Auditors) Rules, 2014
The Bank, as part of its normal business, grants loans and advances to Non-Banking Finance Company/ies, real estate promoters / developers, makes investment, provides guarantees (including against margin / guarantees received from third parties / banks) and accepts deposits and borrowings from its customers, other entities and persons. Also, the Bank, as part of its normal business, avails refinance from financial institutions and other entities wherein the proceeds are applied to a category of customers with specific profile parameters. These transactions are part of Bank's authorised normal business, which is conducted in adherence to extant regulatory requirements.
Other than the transactions described above -
1. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Bank to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend to or invest in other persons or entities identified by or on behalf of the Bank (“Ultimate Beneficiaries") or provide any guarantee, security or like on behalf of the Ultimate Beneficiaries.
2. The Bank has not received any funds from any person(s) or entity(ies) (“Funding Party") with the understanding, whether recorded in writing or otherwise, that the Bank shall, whether, directly or indirectly, lend to 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.
16. Figures of the previous year have been regrouped/ rearranged/reclassified wherever necessary.
DR.MEENA CHINNASAMY B. RAMESH BABU J. NATARAJAN SANKAR RAMSHANKAR R M.SRINIVASA RAO
HEMCHANDRA GANESAN BALABHADRAPATRUNI
Non-executive Audit Committee Managing Director Executive Executive Director Chief Financial Company Secretary
Independent (Part-time) Chairman & C E O Director Officer
Chairperson
DIN: 05337181 DIN: 07615862 DIN: 06900325 DIN: 02710776 DIN: 08846754
As per our report of even date
For Kalyaniwalla & Mistry LLP For Varma & Varma
Chartered Accountants Chartered Accountants
FRN: 104607W/W100166 FRN:004532S
Anil A. Kulkarni Vivek Krishna Govind
Place : Karur Partner Partner
Date : May 19, 2025 M. No. 047576 M. No. 208259
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