SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 66th Annual Report 2002 - 2003 THE UNITED WESTERN BANK LTD, www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net The United Western Bank Ltd. Satish Marathe, Chairman, garlanding the statue of Shri Ram Naik, Hon. Minister for Oil & Natural Gas, Late Shri Annasaheb Chirmule, Bank's Founder. inaugurating 229th Branch at Dahisar (East), Mumbai. His Holiness Swami Shri Jayendra Saraswatiji, Shankaracharya of Kanchi Kamkoti Peetham, on visit to Bank's Head Office. Smt. Lalita Gupte, Joint Managing Director, ICICI Bank Ltd., Shri S B Mathur, Chairman, Life Insurance Corporation of India, being felicitated with Chirmule Award. being welcomed at Bank's Head Office by Shri Satish Marathe. www.reportjunction.com THE UNITED WESTERN BANK LIMITED Registered Office : 172/4 Raviwar Peth, Shivaji Circle, Powai Naka, Satara : 415 001 (Maharashtra) Tel No.: (02162) 231722/23, 232912/13, 231513 NOTICE NOTICE is hereby given that the Sixty Sixth Annual General Meeting of the Shareholders of The United Western Bank Ltd.; will be held on Wednesday, August, 13, 2003 at 4.00 P.M. at the Conference Hall, Radhika Sanskritik Sankul, New Radhika Road, Satara - 415 002 to transact the following business. ORDINARY BUSINESS : 1. To receive, consider and adopt the Audited Balance Sheet and Profit & Loss Account of the Bank for the financial year ended on March 31, 2003 together with the Directors' Report and Auditor's Report thereon. 2. To declare a Dividend. 3. To appoint a Director in place of Shri Shrikant V. Joshi who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Shri Mahesh A. Athavale who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint a Director in place of Shri Ashok B. Telang who retires by rotation and being eligible, offers himself for re-appointment. 6. To appoint Statutory Auditors and fix their remuneration. RESOLVED THAT, M/s. M.P.Chitale & Co. Chartered Accountants, Mumbai be and are hereby re-appointed as the Auditors of the Bank to hold office from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting of the Bank subject to approval of the Reserve Bank of India under Section 30(1-A) of the Banking Regulation Act, 1949 on a remuneration to be fixed by the Board of Directors of the Bank in addition to reimbursement of travelling and other out-of-pocket expenses to be agreed between the Board of Directors of the Bank and the Auditors. SPECIAL BUSINESS : 7. To consider and if thought fit to pass, with or without modification/s, the following resolution as an "Ordinary Resolution". "RESOLVED THAT, in accordance with the provisions of Section 228 of the Companies Act, 1956, the Board of Directors be and is hereby authorised to appoint from time to time and in consultation with the Bank's Auditors, one or more persons qualified for appointment as Branch Auditors to audit the accounts, for the financial year ending 31st March, 2004 of such Branch offices of the Bank as are not proposed to be audited by the Bank's Auditors on such remuneration and subject to such terms and conditions as may be fixed by the Board of Directors." 8. To consider and if thought fit to pass, with or without modifications, the following resolution as a "Special Resolution": "RESOLVED THAT, consent of the members be and is hereby accorded to the appointment of Shri Satish K. Marathe made by the Board of Directors, with the prior approval of the Reserve Bank of India, as a Whole-time Director designated as Chairman & Chief Executive Officer of the Bank for a period of one year effective from December 31, 2002 on following terms and conditions : 1. Pay & Allowances : Rs. 50, OOO/- per month (Entire amount is eligible for P.P. deduction.) The stipulation of minimum service for payment of employer's contribution to PF is waived. 2. Residential Accommodation : Free furnished residential accommodation at Satara only. 3. Telephone : Free use of telephone at the residence. 4. Conveyance : [a] Official Purpose - Free use of Bank's car for official purposes, as per provisions of Income - Tax Act, 1961 and rules made thereunder. [b] Private Purpose - If used for private purposes, recovery of Rs. 250 p.m. for journey not exceeding 750 kms per month and 60 per cent of the rate fixed by RTO for journey exceeding 750 kms per month. 5. Entertainment Allowance : Reimbursement of actual entertainment expenses on the production of bills subject to ceiling of Rs.15.000/- per calendar year. Out of this, a sum not exceeding Rs. 5,000/- per annum may be reimbursed to the Chairman & CEO against his own certificate and for the balance amount bills/cash memos should be produced. Entertainment expenses will be inclusive of entrance fees/ subscription to clubs and should be restricted to two clubs/professional institutions. 6. Medical Reimbursement and Hospitalisation Charges : Reimbursement of medical expenses upto a limit of Rs. 9,000 per annum for self and family with stipulation that reimbursement in respect of his family is restricted to 75 per cent of such expenses and the same may be allowed to accumulate for a period not exceeding three years. Claims exceeding three years will lapse. Hospitalisation charges could be reimbursed to the extent of 100 per cent in the case of Chairman & CEO and 75 per cent in the case of family members. www.reportjunction.com THE UNITED WESTERN BANK LTD. 7. Travelling Allowance : Reimbursement of the actual travelling expenses i.e. single fare each way by the shortest route by train by highest class or by air (Executive Class) by direct flight plus any further transport and other incidental expenses incurred to and fro to the place of meeting / business. 8. Halting Allowance : Lodging and Boarding: As per IBA guidelines. 9. Leave : I) Casual Leave : 12 days in a year. The unavailed portion of casual leave can neither be credited to any other leave account (i.e. privilege leave or sick leave) nor be encashed. II) Ordinary Leave : One month for every completed service of 11 months with maximum accumulation upto 240 days. (Ordinary Leave means Privilege Leave.) iii) Sick Leave : 30 days for each completed year of service subject to a maximum of 18 months during entire service. 10. Leave Travel Concession : As applicable to other Officers' of the Bank. However, the facility of encashment of privilege leave, if allowed under the Bank's rules can be availed of by the Chairman & CEO only after his demitting the Office. 11. Provident Fund : 10 per cent of salary (on contributory basis) 12. Gratuity : Payment of Gratuity as applicable to other Officers of the Bank. However, as and when the actual payment is proposed to be made to the Chairman & CEO, prior approval of Reserve Bank of India should be obtained. 13. Insurance Cover : Insurance Cover upto Rs.5.00 lakhs for journey by Air/Road/Railway on official purpose. 14. Sitting Fees & Bonus : Chairman & CEO will not be entitled to draw any sitting fees nor shall be entitled to bonus." BY ORDER OF THE BOARD OF DIRECTORS For THE UNITED WESTERN BANK LTD. Place: Pune R. J. JOSHI Date : July 3, 2003 (COMPANY SECRETARY) NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead and a proxy need not be a member of the Bank. The instrument appointing a proxy or the Power of Attorney, if any, under which it is signed, should be deposited at the Registered Office of the Bank not less than 48 hours before the time for holding the aforesaid meeting as provided by Article 80 of the Bank's Articles of Association. 2. Pursuant to Section 173(2) of the Companies Act, 1956 explanatory statement in respect of the business mentioned under items No. 7 and 8 of the notice is annexed hereto. 3. The Register of Members and the Share Transfer Books of the Bank will remain closed from Monday, August 4, 2003 to Wednesday, August 13, 2003 [Both days inclusive]. 4. Transfers received during the period of book closure shall be considered after reopening of the books and accordingly such transfers shall not be considered for dividend declared, if any. 5. Dividend on shares as recommended by the Board of Directors, if declared at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear in the records of Depositories at the close of business hours on August 1, 2003 and in respect of those shareholders who are holding the shares in physical form whose names appear on the Register of Members of the Bank on August, 13, 2003. 6. Members are requested to notify immediately any change in their address to the Bank. 7. Shareholders who have not encashed the Dividend Warrants for the year 1995-96 to 2001-2002 are requested to immediately forward the same to the Bank for revalidation. 8. Shareholders are requested to quote their reference Folio No., Client ID and DP ID Number invariably while making correspondence with the Bank. 9. Shareholders are requested to make their holdings into joint names to get the in-built advantage of joint holdings or avail the nomination facility as mentioned elsewhere in the Annual Report. 10. Shareholders are requested to opt for the ECS (Electronic Clearing Service) facility for the quick payment / credit of their dividend. ECS Application form can be accessed through Bank's website at www.uwbankindia.com 11.