Punjab & Sind Bank : Full Notice of AGM

ift'.�.�- (lfl"ffi mffl lli1 i3"'!l!>'I/A Govt. of India Undertaking)

Phone: [phone], Email: [e-mail]

�-cpy· � � � �an fct1WT

II� q)a{" � �li>fl, �� GC1', 21, � �- � �-110008

H.O. Account & Audit Department "SHARES CELL" Bank House, 1st Floor 21, Rajendra Place, New Delhi- 110008

� /Ref. No. PSB/HO/Shares Cell/ 39 /2022-23
	To,
	BSE Limited,	National Stock Exchange of India Ltd.,
	Derartrnent of Corporate Services,		Exchange Plaza, C-1,Block-G,
	251 floor, Phiroze Jeejeebhoy Towers,	Bandra Kurla Complex, Bandra (East),
	Dalal Street, Fort,		Mumbai - 400 051.
		Mumbai-400 001.		SYMBOL: PSB	SERIES: EQ
		SCRIP ID : PSB
	SCRIP CODE : 533295

Dear Sir,

Reg: Notice of 12th Annual General Meeting

This is in continuation to our letter No PSB/HO/Shares Cell/ 36 /2022-23 dated June 9, 2022 regarding the 12th Annual General Meeting ofthe Bank.

Please find enclosed the Notice ofthe 12 AGM ofthe Bank.

The above information is submitted in compliance ofSEBI (LODR) Regulations, 2015

Request you to take note ofthe above.

Yours faithfully,

f.b�

Company Secretary

Punjab & Sind Bank

(A Government of India Undertaking)

Head Office: 21-Rajendra Place, New Delhi-110 008

https://punjabandsindbank.co.in/

NOTICE

Notice is hereby given that the 12th Annual General Meeting of Shareholders of Punjab & Sind Bank will be held through Video Conferencing (VC) / or Other Audio-Visual Means (OAVM) on Tuesday, the 12th July, 2022 at 11.00 a.m. (the Head Office of the Bank will be the deemed venue of the Meeting) to transact the following ordinary business (es):

1. To discuss, approve and adopt the Audited Balance Sheet of the Bank as at 31st March 2022, Profit and Loss Account of the Bank for the year ended 31st March 2022, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditor's Report on the Balance Sheet and Accounts.
2. To declare dividend for the Financial Year 2021-22.

	By Order of the Board of Directors
Place: New Delhi	Swarup Kumar Saha
Date: 15.06.2022	Managing Director & CEO

NOTES

1. ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCING
   Pursuant to Circulars issued by Securities & Exchange Board of India (SEBI) and Ministry of Corporate Affairs the 12th Annual General Meeting of the shareholders of the Bank is being conducted through Video Conferencing (VC) which does not require the physical presence of the members at a common venue. The deemed venue for the 12th AGM shall be the Head Office of the Bank. Shareholders attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Regulation 58 of Punjab & Sind Bank (Shares & Meeting) Regulations, 2008. As the AGM will be held through VC / OAVM, the Route Map is not annexed in this notice as required under Secretarial Standard 2.
2. APPOINTMENT OF PROXIES: A shareholder entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote instead of himself / herself and such a proxy need not be a shareholder of the Bank. However, in accordance with the aforesaid relaxations for convening of the AGM through VC/OAVM, physical attendance of shareholders has been dispensed with. Accordingly, the facility for appointment of proxy by shareholders is not available for this AGM and the Proxy Form and Attendance Slip are not annexed to this notice.
3. APPOINTMENT OF AUTHORISED REPRESENTATIVE(S):
   No person shall be entitled to attend the meeting through VC / OAVM and / or vote through e- voting as duly authorized representative of a body corporate, unless a certified true copy of the resolution appointing him/her as a duly authorized representative of a company/entity is deposited at Shares Cell at Head Office, 21- Rajendra Place, New Delhi-110008 or has been sent by email to the scrutinizer at [e-mail] copy marked to [e-mail] later than four days before the date of meeting i.e. on or before 5.00 p.m. on Thursday, 07th July 2022.
   No officer or employee of the Bank shall be appointed as the Authorised Representative of a shareholder.
4. CLOSURE OF REGISTER OF SHAREHOLDERS:
   The Register of Shareholders and the Share Transfer Books of the Bank will remain closed from Wednesday, July 06, 2022 to Tuesday, July 12, 2022 (both days inclusive) in connection with the Annual General Meeting.
5. PAYMENT OF DIVIDEND:
   The Record date for payment of Dividend will be Tuesday, July 05, 2022.
   The Board of Directors has recommended a dividend of Rs.0.31 per equity share of Rs.10 each for the Financial Year ended 31st March 2022, subject to the approval of shareholders at the 12th Annual General Meeting. The payment of dividend, if declared by the shareholders in the Annual General Meeting will be made to those shareholders whose names appear:
6. 1. As beneficial owners as at the close of business hours on Tuesday, July 05, 2022 as per the records of NSDL / CDSL in respect of the shares held in electronic form, or
   2. In the Register of Shareholders as on Tuesday, July 05, 2022, after giving effect to the valid transmission requests received from the shareholders holding shares in physical form, before the close of business hours of Tuesday, July 05, 2022

Payment of dividend shall be made through electronic mode to the shareholders who have updated their Bank Account details. Dividend Warrants / Demand Drafts will be dispatched by the Bank through its Registrar and Share Transfer Agent (RTA) i.e. Link Intime India (Pvt) Ltd before the date of payment of dividend to the registered address of the shareholders who have not updated their Bank Account details.

The Dividend will be distributed to the eligible shareholders within 30 days from the date of the 12th Annual General Meeting.

Shareholders are therefore requested to register / update their complete Bank details:

1. With their Depository Participant (s) where they maintain their demat accounts, if the shares are held in dematerialized mode, by submitting forms an documents as may be required by the Depository Participant (s), and
2. With the Bank / Bank's RTA, if the shares are held in physical mode, by submitting:
3. 1. Copy of the signed request letter containing the Shareholders name, Folio number, Bank details (Bank Account number, Bank and Branch name and address, IFSC, MICR details)
   2. Self-attestedcopy of the PAN card, and
   3. Cancelled cheque leaf.

6. TAX ON DIVIDEND PAYMENT

i. Pursuant to Provision of Income Tax Act, 1961, dividend income is taxable in the hands

of shareholders w.e.f. 1st April, 2020 and the Bank is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the provisions of Income Tax Act, 1961 and amendments thereof. The shareholders are requested to update their PAN with the Bank / RTA (in case of shares held in physical form) and Depositories (in case of shares held in demat form).

1. 1. A Resident individual shareholder with valid PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G / 15H, to avail the benefit of non- deduction of tax at source. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by submitting the relevant documents / declarations by uploading them on https://web.linkintime.co.in/formsreg/submission-of-form-15g-15h.html.The relevant documents / forms are available on the website of the Bank at https://punjabandsindbank.co.in/.
   2. The shareholders are requested to submit the aforementioned documents latest by 5 PM (IST), Tuesday, 05th July, 2022 on the website of the RTA viz. https://web.linkintime.co.in/formsreg/submission-of-form-15g-15h.htmlin order to enable the Bank to determine and deduct tax at appropriate TDS / withholding tax rate.
2. VOTING RIGHTS OF SHAREHOLDERS:
   In terms of the provisions of Section 3 (2E) of the Act, no shareholder of the Bank, other than the Central Government, shall be entitled to exercise voting rights in respect of any shares held by him / her in excess of ten per cent of the total voting rights of all the shareholders of the Bank.
   As per Regulation 10 of the Punjab & Sind Bank (Shares and Meetings) Regulations, 2008, if any share stands in the names of two or more persons, the person first named in the register shall, as regards voting, be deemed to be the sole holder thereof. Thus, if shares are in the name of joint holders, then first named person is only entitled to attend the e-AGM) and vote on the items on the agenda either through remote e-voting or voting at the e-AGM, if voting right is not exercised through remote e-voting.
3. VOTING THROUGH ELECTRONIC MEANS
4. 1. Pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Listing Agreement with Stock Exchanges and provisions under Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 read with MCA Circulars, the Bank

is pleased to provide its shareholders facility to exercise their right to vote in respect of the business to be transacted at the AGM by electronic means (remote e-voting and e-voting during the AGM) through the e-voting platform provided by Central Depository Services Limited (CDSL). The Cut-off date for determining the eligibility of shareholders to cast vote through e- voting is Tuesday, 05th July, 2022.

1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

1. The instructions for shareholders for remote e-voting and e-voting during AGM and joining the meeting through VC / OAVM are as under:
   Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
   Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
2. 1. The remote e-voting period begins at 10:00 a.m. on Friday, 08th July, 2022 and ends at 05:00 p.m. on Monday, 11th July, 2022. During this period, shareholders of the Bank, holding shares either in physical form or in dematerialized form, as on the cutoff date of Tuesday, 05th July, 2022, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
   2. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
   3. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-votingfacility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutionalshareholders/retail shareholders is at a negligible level.
      Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
      In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

1. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Votingfacility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Votingfacility.

Pursuant to above SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below: