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VINAY byMOHTA
VINAY

MOHTA Date: 2021.12.02

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 PLACEMENT MEMORANDUM
(Confidential & for Private Circulation Only)

TABLE OF CONTENTS

Sr. No. INDEX Page

No.
Issuer’s Absolute Responsibility 4
* Disclaimers 4
Forward Looking Statement 7
I Definitions / abbreviations 8
A Issuer information 12
B Brief summary of business/ activities of issuer and its line of business 14
(i) Overview 14
(ii) Main Objects 14
(iii) Corporate structure 46
(iv) Risk Factors 47
(v) Key operational & financial parameters for the last 3 audited years & Reviewed financial results as 57
on 30.06.2021 on standalone and consolidated basis
(vi) Project cost and means of financing, in case of funding of new projects 59
(vii) Subsidiaries/associates/joint ventures of the bank 59
C Brief history of issuer since inception, details of activities including any reorganization, 60
reconstruction or amalgamation, changes in capital structure, (authorized, issued and subscribed)
and borrowings
(i) Details of share capital as on last quarter end 60
(ii) Changes in its capital structure as on last quarter end for the last five years 61
(iii) Equity share capital history of the bank 63
(iv) Details of any acquisition or amalgamation in the last 1 year 67
(v) Details of any reorganization or reconstruction in the last 1 year 67
D Details of the shareholding of the bank as on the latest quarter end 71
(i) Shareholding pattern of the bank as on last quarter end 71
(ii) List of top 10 holders of equity shares of the bank as on the latest quarter end 71
E Details regarding the directors of the bank 72
(i) Details of the current directors of the bank 72
(ii) Details of change in directors since last three years 74
F Details regarding the auditors of the bank 75
(i) Details of the statutory auditors of the bank 75
(ii) Details of change in auditor since last three years 76
G Details of borrowings of the bank, as on the latest quarter end 77
(i) Details of secured borrowings facilities 77
(ii) Details of unsecured borrowings facilities 78
(iii) Details of NCD’s 80
(iv) List of top 10 bond holders 82
(v) The amount of corporate guarantee issued by the issuer along with name of the counterparty (like 82
name of the subsidiary, JV entity, group bank, etc) on behalf of whom it has been issued.
(vi) Details of Certificate of Deposits 82
(vii) Details of Commercial Paper 82
(viii) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible 82
debentures / preference shares
(ix) Details of all default/s and/or delay in payments of interest and principal of any kind of term 82
loans, debt securities and other financial indebtedness including corporate guarantee issued by
the bank, in the past 5 years
(x) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for 83
consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in
pursuance of an option
H Details of promoters of the bank 83
Details of promoter holding in the bank as on the latest quarter end

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I Abridged version of latest audited consolidated and standalone financial information (profit & loss 83
statement, balance sheet and cash flow statement) and auditor qualifications
J Review standalone financial information of the issuer 93
K Material event/ development or change at the time of issue 94
L The name of the Debenture Trustee. 94
M Detailed rating rationale (s) adopted / credit rating letter issued 94

N If the security backed by a guarantee or letter of comfort or any other document / letter with 94
similar intent, a copy of the same shall be disclosed
O Copy of consent letter from the debenture trustee 94
P Names of all the recognised stock exchanges where the debt securities are proposed to be listed 94
clearly indicating the designated stock exchange
Q Any litigation or legal action pending or taken by a Government Department or a statutory body 94
during the last three years immediately preceding the year of the issue of prospectus against the
promoter of the Bank.
R Details of default and non-payment of statutory dues 94
S Other details 94
(i) DRR creation 94
(ii) Issue/instrument specific regulations - relevant details 94
(iii) Delay in Allotment of securities 94
T Disclosure of Cash flow with date of interest and redemption payment as per day count convention 96
II Terms of issue 97

III Disclosure pertaining to wilful default 112

IV Summary term sheet of the issue 113
V Undertaking by the Issuer 129
VI Declaration 130
Annexure-I 131
CRISIL Rating Letter & Rationale
Annexure-II 139
India Ratings & Research Rating Letter & Rationale
Annexure-III 149
Consent Letter From Debenture Trustee
Annexure-IV 150
Consent Letter From Registrar & Transfer Agent
Annexure-V 151
Application Form
Annexure-VI 156
In Principle Listing Approval From NSE
Annexure-VII 158
Illustration Of Cash Flow
Annexure – VIII 160
Audited Financial Statement on Standalone and Consolidated basis for a period of three completed
years with Auditor’s Report along with the requisite schedules, foot notes, summary etc.

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 PLACEMENT MEMORANDUM
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ISSUER’S ABSOLUTE RESPONSIBILITY

The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this placement
memorandum contains all information with regard to the issuer and the issue which is material in the context of the
issue, that the information contained in the placement memorandum is true and correct in all material aspects and is
not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts,
the omission of which make this document as a whole or any of such information or the expression of any such opinions
or intentions misleading

DISCLAIMERS
General disclaimer

This placement memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to
be a prospectus or a statement in lieu of prospectus under the Companies Act, 2013. This placement memorandum is
prepared in conformity with the securities and exchange board of India (issue and listing of non-convertible securities)
regulations, 2021 (“SEBI NCS REGULATIONS, 2021”) as amended and the Basel iii regulations.

The SEBI NCS REGULATIONS were notified pursuant to merger and repeal of the erstwhile Securities And Exchange Board of
India (Issue And Listing Of Debt Securities) regulations, 2008 (“erstwhile SEBI ILDS REGULATIONS”) and erstwhile securities
and exchange board of India (issue and listing of non-convertible redeemable preference shares) regulations, 2013
(“erstwhile SEBI NCRPS regulations”).

It is to be noted that pursuant to the notification of the SEBI NCS REGULATIONS, the SEBI has issued a single operational
circular – “operational circular for issue and listing of non-convertible securities, securitised debt instruments, security
receipts, municipal debt securities and commercial paper” bearing ref SEBI/HO/DDHS/P/CIR/2021/613 dated august 10,
2021 (“SEBI NCS OPERATIONAL circular”), which supersedes all circulars issued previously under the erstwhile SEBI ILDS
REGULATIONS and erstwhile SEBI NCRPS REGULATIONS.

The issue is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be
deemed to be given to the same person and shall be treated as such. This placement memorandum does not constitute and
shall not be deemed to constitute an offer or an invitation to subscribe to the bonds to the public in general. This
placement memorandum is not intended to be circulated to more than 200 (two hundred) investors eligible under the laws
of India to invest in these bonds (“ELIGIBLE INVESTORS”). It is the responsibility of investors to ensure that they will sell
these bonds in strict accordance with this placement memorandum and other applicable laws so that the sale does not
constitute an offer to the public. Apart from this placement memorandum no other offer document or prospectus has been
prepared in connection with this issue nor is such a prospectus required to be registered under the applicable laws.

Under the applicable provisions of the SEBI NCS REGULATIONS, it is not necessary for a copy of this placement memorandum
to be filed or submitted to SEBI for its review and/or approval accordingly, this placement memorandum has neither been
delivered for registration nor is it intended to be registered with SEBI.

The bond issue will be under the electronic book mechanism as required in terms of regulation 12 of the SEBI NCS
REGULATIONS and chapter VI of the SEBI NCS OPERATIONAL circular read with “Operational Guidelines For NSE Electronic
Bidding Platform” issued by NSE vide their circular Ref No.10/2021(download ref no. NSE/DS/493270) dated August 17, 2021
(“NSE EBP OPERATING GUIDELINES”) and any amendments thereto. (the SEBI NCS OPERATIONAL circular and the NSE EBP
operating guidelines shall hereinafter be collectively referred to as the “operational guidelines”).

This placement memorandum and the contents hereof are restricted only for the intended recipient(s) who have been
addressed directly and specifically through a communication by the issuer and only such recipients are eligible to apply
for the bonds. All investors are required to comply with the relevant regulations / guidelines applicable to them for
investing in this issue. The contents of this placement memorandum are intended to be used only by those investors to
whom it is issued. It is not intended for distribution to any other person and should not be reproduced by the
recipient.

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 PLACEMENT MEMORANDUM
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Each copy of this placement memorandum is serially numbered and the person to whom a copy of the placement
memorandum is sent is alone entitled to apply for the bonds. No invitation is being made to any persons other than those to
whom application forms along with this placement memorandum have been sent. Any application by a person to whom the
placement memorandum has not been sent by the issuer shall be rejected without assigning any reason.

The person who is in receipt of this placement memorandum shall maintain utmost confidentiality regarding the contents of
this placement memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or
to a third party regarding the contents hereof without the consent of the issuer. The recipient agrees to keep confidential
all information provided (or made available hereafter), including, without limitation, the existence and terms of the issue,
any specific pricing information related to the issue or the amount or terms of any fees payable in connection with the
issue. This placement memorandum may not be photocopied, reproduced, or distributed to others at any time without the
prior written consent of the issuer. Upon request, the recipients shall promptly return all material received from the issuer
and/or any of its affiliates (including this placement memorandum) without retaining any copies hereof. If any recipient of
this placement memorandum decides not to participate in the issue, that recipient must promptly return this placement
memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion,
memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the
issue, to the issuer.

Disclaimer in respect of jurisdiction

This issue is being made in India to the eligible investors, who shall be specifically approached by the issuer. The
distribution of the placement memorandum or the application forms and the offer, sale, pledge or disposal of the bonds
may be restricted or prohibited by law in certain jurisdictions. Recipients are required to observe such restrictions and this
placement memorandum does not constitute an offer to sell or an invitation to subscribe to bonds offered hereby to any
person to whom it is not specifically addressed. Any disputes arising out of this issue will be subject to the exclusive
jurisdiction of the courts of Bengaluru, Karnataka. This placement memorandum does not constitute an offer to sell or an
invitation to subscribe to the bonds herein, in any other jurisdiction and to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction. The sale or transfer of these bonds outside India may require regulatory approvals in
India, including without limitation, the approval of the RBI.

Disclaimer of the issuer

This placement memorandum has been prepared by the issuer solely to provide general information about the issuer and
setting out the key terms upon which the bonds are being issued, to eligible investors to whom it is addressed and who are
willing and eligible to subscribe to the bonds. This placement memorandum does not purport to contain all the information
that any eligible investor may require. Further, this placement memorandum has been prepared for information purposes
relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth
herein.

This placement memorandum is not intended to form the basis of evaluation for the prospective subscribers to whom it is
addressed and who are willing and eligible to subscribe to the bonds issued by the issuer. This placement memorandum has
been prepared to give general information regarding the bonds, to parties proposing to invest in this issue of bonds and it
does not purport to contain all the information that any such party may require. The issuer believes that the information
contained in this placement memorandum is true and correct as of the date hereof.

The issuer does not undertake to update the placement memorandum to reflect subsequent events after the date of the
placement memorandum and thus it should not be relied upon with respect to such subsequent events without first
confirming its accuracy with the issuer. The issuer accepts no responsibility for statements made in any advertisement or
any other material and anyone placing reliance on any other source of information would be doing so at his own risk and
responsibility. Prospective subscribers must make their own independent evaluation and judgment before making the
investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of
investing in bonds. It is the responsibility of the prospective subscriber to have obtained all consents, approvals or
authorizations required by them to make an offer to subscribe for, and purchase the bonds. It is the responsibility of the
prospective subscriber to verify if they have necessary power and competence to apply for the bonds under the relevant
laws and regulations in force.

Neither the delivery of this placement memorandum nor any issue of bonds made hereunder shall, under any circumstances,
constitute a representation or create any implication that there has been no change in the affairs of the issuer since the
date hereof.

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 PLACEMENT MEMORANDUM
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Disclaimer of SEBI

This placement memorandum has not been filed with or submitted to SEBI. The bonds have not been recommended or
approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this placement memorandum. It is to be distinctly
understood that this placement memorandum should not in any way be deemed or construed to have been approved or
vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the bonds
issued hereof is proposed to be made or for the correctness of the statements made or opinions expressed in this placement
memorandum. The issue of bonds being made pursuant to the SEBI NCS REGULATIONS 2021, filing of this document with SEBI
is not required. However SEBI reserves the right to take up at any point of time, with the issuer, any irregularities or lapses
in this placement memorandum.

Disclaimer of the trustee

I) The trustee does not undertake to review the financial condition or affairs of the issuer during the life of the
arrangements contemplated by this placement memorandum and does not have any responsibility to advise any investor or
prospective investor in the bonds of any information available with or subsequently coming to the attention of the trustee,
its agents or advisors except as specifically provided for in the bond trust deed.

II) The trustee has not separately verified the information contained in this placement memorandum. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the trustee as to
the accuracy or any other information provided by the issuer. Accordingly, the trustee associated with the issue shall have
no liability in relation to the information contained in this placement memorandum or any other information provided by
the issuer in connection with the issue.

III) The trustee is neither a principal debtor nor a guarantor of the bonds.

Disclaimer of the stock exchange

A copy of this placement memorandum has been submitted to the national stock exchange of India ltd, (herein after
referred to as (“NSE”/“stock exchange”) for seeking in-principle approval for listing of the bonds. It is to be distinctly
understood that such submission of the placement memorandum with NSE or hosting the same on its website should not in
any way be deemed or construed that the placement memorandum has been cleared or approved by NSE; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this placement memorandum;
nor does it warrant that this issuer’s securities will be listed or continue to be listed on the exchange; nor does it take
responsibility for the financial or other soundness of this issuer, its promoters, its management or any scheme or project of
the issuer. Every person who desires to apply for or otherwise acquire any securities of this issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the NSE whatsoever by reason of any
loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by
reason of anything stated or omitted to be stated herein or any other reason whatsoever.

Disclaimer of the Reserve Bank Of India

The bonds have not been recommended or approved by the RBI nor does RBI guarantee the accuracy or adequacy of this
placement memorandum. It is to be distinctly understood that this placement memorandum should not, in any way, be
deemed or construed that the bonds have been recommended for investment by the RBI. RBI does not take any
responsibility either for the financial soundness of the issuer, or the bonds being issued by the issuer or for the correctness
of the statements made or opinions expressed in this placement memorandum. The potential investors may make
investment decision in respect of the bonds offered in terms of this placement memorandum solely on the basis of their own
analysis and RBI does not accept any responsibility about servicing/repayment of such investment.

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 PLACEMENT MEMORANDUM
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FORWARD LOOKING STATEMENTS

The Bank has included statements in this Placement Memorandum which contain words or phrases such as “will”, “would”,
“aim”, “aimed”, “will likely result”, “is likely”, “are likely”, “believe”, “expect”, “expected to”, “will continue”, “will
achieve”, “anticipate”, “estimate”, “estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”,
“target”, “propose to”, “future”, “objective”, “goal”, “project”, “should”, “can”, “could”, ”may”, “will pursue”, “our
judgment” and similar expressions or variations of such expressions, that are “forward-looking statements’. Actual results
may differ materially from those suggested by the forward looking statements due to certain risks or uncertainties
associated with the Bank’s expectations with respect to, but not limited to, the actual growth in demand for banking and
other financial products and services, its ability to successfully implement its strategy, including its use of the Internet and
other technology and its rural expansion, its ability to integrate future mergers or acquisitions into its operations, its ability
to manage the increased complexity of the risks the Bank faces following its rapid international growth, future levels of
impaired loans, its growth and expansion in domestic and overseas markets, the adequacy of its allowance for credit and
investment loses, technological changes, investment income, its ability to market new products, cash flow projections, the
outcome of any legal, tax or regulatory proceedings in India and in other jurisdictions the Bank is or will become a party to,
the future impact or new accounting standards, its ability to implement its dividend policy, the impact of changes in
banking regulations and other regulatory changes in India and other jurisdictions on the Bank, including on the assets and
liabilities of Bank, a former financial institution not subject to Indian Banking regulations, its ability to roll over its short
term funding sources and its exposure to credit, market and liquidity risks. By their nature certain of the market risk
disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual
future gains, losses or impact on net interest income and net income could materially differ from those that have been
estimated.

In addition, other factors that could cause actual results to differ materially from those estimated by the forward looking
statements contained in this Placement Memorandum include, but are not limited to, the monetary and interest rate
policies of India and the other markets in which the Bank operates, natural calamities, general economic, financial or
political conditions, instability or uncertainty in India, southeast Asia or any other country, caused by any factor including
terrorist attacks in India or elsewhere, military armament or social unrest in any part of India, inflation, deflation,
unanticipated turbulence in interest rates, changes or volatility in the value of the rupee, instability in the subprime credit
market and liquidity levels in the foreign exchange rates, equity prices or other market rates or prices, the performance of
the financial markets in general, changes in domestic and foreign laws, regulations and taxes, changes in the competitive
and pricing environment in India, and general or regional changes in asset valuations.

Particulars Date

Issue Open Date 30-11-2021

Issue Closing Date 30-11-2021

Pay In Date 02-12-2021

Deemed Date of Allotment 02-12-2021

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I. DEFINITIONS AND ABBREVIATIONS

Allotment/Allot/ Allotted The issue and allotment of the Bonds to the successful Applicants in the Issue.
Allottee A successful Applicant to whom the Bonds are allotted pursuant to the Issue, either in full
or in part.
Applicant/ Investor A person who makes an offer to subscribe the Bonds pursuant to the terms of this
Placement Memorandum and the Application Form.
Application Form The form in terms of which the Applicant shall make an offer to subscribe to the Bonds and
which will be considered as the application for allotment of Bonds in the Issue.
Tier I Instrument The Capital Instruments issued by the Bank forming part of its Additional Tier I Capital (as
stipulated in the Basel III Regulations).
Basel III Regulations or RBI The term Basel III Regulations or RBI Guidelines in the Placement Memorandum, the Term
Guidelines Sheet and the notes to the Term Sheet refers to the RBI Master Circular on ‘Basel III Capital
Regulations’ issued vide circular no. DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01,
2015 and clarification issued by RBI vide Master Circular RBI/2015-16/285 DBR. No.
DP.BC.71/21.06.201/2015-16 dated January 14, 2016, RBI Circular
no.DBR.No.BP.BC.83/21.06.201/2015-16 dated March 01, 2016 and RBI Circular RBI/2016-
17/222 DBR.BP.BC.No.50/21.06.201/2016-17 Dated February 02, 2017, as amended from
time to time (BASEL III Guidelines).
Bondholder(s) Any person or entity holding the Bonds and whose name appears in the list of Beneficial
Owners provided by the Depositories.
Beneficial Owner(s) Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of the Bond(s) as
defined in clause (a) of sub-section (1) of Section 2 of the Depositories Act, 1996).
Board/ Board of Directors The Board of Directors of Canara Bank or a committee constituted thereof, unless
otherwise specified.
Bond(s) Unsecured, Subordinated, Perpetual, Non-convertible, Fully Paid up, Taxable, Basel III
compliant Additional Tier I Bonds – Series II capital of the Bank, in the nature of
debentures of face value of Rs 1,00,00,000 (Rupees One Crore only) each to be issued at
par aggregating up to Rs.1500,00,00,000 (Rupees One thousand Five Hundred Crores only)
with a base issue size of Rs.500,00,00,000 (Rupees Five Hundred Crores only) and a green
shoe option to retain oversubscription up to Rs.1000,00,00,000 (Rupees One Thousand
Crores only)by the Issuer through private placement route under the terms of this
Placement Memorandum.
CAR Capital Adequacy Ratio.
CAGR Compounded Annual Growth Rate
CBSL Canara Bank Securities Limited
CCSL Canbank Computer Services Limited.
CDSL Central Depository Services (India) Limited.
CFL Canbank Factors Limited.
CFHL Can Fin Homes Limited.
CIBL Commercial Indo Bank LLC.
CRAMC Canara Robeco Asset Management Company Limited.
CRAR Capital to Risk weighted Assets Ratio.
CSR Corporate Social Responsibility.
CVCFL Canbank Venture Capital Fund Limited.

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Canfina Canbank Financial Services Limited.

Companies Act The Companies Act, 1956 as amended (without reference to the sections thereof that have
ceased to have effect upon notification of sections of the Companies Act, 2013) read with
applicable provisions of the Companies Act, 2013, to the extent notified and in effect.
Debenture Trustee Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as
Regulations amended from time to time.
Deemed Date of Allotment The cut-off date declared by the Bank from which all benefits under the Bonds including
interest on the Bonds shall be available to the Bondholder(s). The actual allotment of
Bonds (i.e. approval from the Board of Directors or a Committee thereof) may take place
on a date other than the Deemed Date of Allotment.
Depository A Depository registered with SEBI under the SEBI (Depositories and Participants)
Regulations, 1996, as amended from time to time.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant A depository participant as defined under Depositories Act.
Placement Memorandum or Placement Memorandum dated 30-11-2021 in relation to the private placement of
Information Memorandum unsecured, subordinated, non-convertible, Perpetual, Fully Paid up, Taxable, Basel III
compliant Additional Tier I Bonds-Series II, in the nature of debentures of face value
Rs.1,00,00,000 each at par aggregating up to Rs.1500,00,00,000 (Rupees One thousand Five
Hundred Crores only) with a base issue size of Rs.500,00,00,000 (Rupees Five Hundred
Crores only) and a green shoe option to retain oversubscription up to Rs.1000,00,00,000
(Rupees One Thousand Crores only)by the Issuer through private placement route under the
terms of this Placement Memorandum.

DP Depository Participant as defined under the Depositories Act.

DRR Bond/ Debenture Redemption Reserve.
ECGC Export Credit & Guarantee Corporation of India.
ECS Electronic Clearing Service
EGM Extraordinary General Meeting
EPS Earnings Per Share.
FIs Financial Institutions.
Financial Year/ FY Period of twelve months ending March 31, of that particular year.
GIR General Index Registration Number
GOI Government of India/ Central Government.
IPO Initial Public Offering.
Issue Private placement of Unsecured, Subordinated, non-convertible, Perpetual, Fully Paid up,
Taxable, Basel III compliant Additional Tier I Capital-Series II of the Bank, in the nature of
debentures of face value Rs.1,00,00,000 each at par aggregating up to Rs.1500,00,00,000
(Rupees One Thousand Five Hundred Crores only) with a base issue size of
Rs.500,00,00,000 (Rupees Five Hundred Crores only) and a green shoe option to retain
oversubscription up to Rs.1000,00,00,000 (Rupees One Thousand Crores only)by the Issuer
through private placement route under the terms of this Placement Memorandum.
Issuer/ Bank Canara Bank, constituted under the Banking Companies (Acquisition and Transfer of
Undertakings) Act, 1969 and having its Head Office at 112, J. C. Road, Bengaluru – 560 002.
IT Act The Income Tax Act, 1961, as amended from time to time.
Listing Agreement Listing Agreement entered into/to be entered into by the Issuer with the NSE, in relation to
the listing of the Bonds, as per the format issued by Securities and Exchange Board of India
in its circular dated October 13, 2015 (bearing reference CIR/CFD/CMD/6/2015) read with
the Securities and Exchange Board of India (Listing Obligations and Disclosure

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Requirements) Regulations (Listing Regulations), as amended from time to time.

MD & CEO Managing Director and Chief Executive Officer of the Issuer.
MSME Micro Small and Medium Enterprises
NECS National Electronic Clearing Service.
NEFT National Electronic Funds Transfer.
NRI Non-Resident Indian.
NPA Non-performing asset.
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited, being the stock exchange on which the Bonds are
proposed to be listed.
PAN Permanent Account Number.
PONV Point of Non-Viability.
PONV Trigger The Bonds are issued subject to Basel III Guidelines on PONV as amended from time to time
(including all claims, demands on the Bonds and interest thereon, whether accrued or
contingent), and at the option of the RBI, can be permanently written-off upon the
occurrence of the trigger event, called “Point of Non-Viability Trigger” (“PONV Trigger”).

The PONV Trigger event is the earlier of:

a. decision that a full and permanent write-off without which the Bank would become non-
viable, is necessary, as determined by the Reserve Bank of India; and

b. the decision to make a public sector injection of capital, or equivalent support, without
which the Bank would have become non-viable, as determined by the relevant authority.
The amount of non-equity capital to be written-off will be determined by RBI.

The write-off of any Common Equity Tier 1 capital shall not be required before the write-
off of any Non-equity (Additional Tier 1 and Tier 2) regulatory capital instrument. The
order of write-off of the Bonds shall be as specified in the order of seniority as per this
Placement Memorandum and any other regulatory norms as may be stipulated by the RBI
from time to time.

Such a decision would invariably imply that the write-off consequent upon the trigger event
must occur prior to any public sector injection of capital so that the capital provided by
the public sector is not diluted. The Bondholders shall not have any residual claims on the
Bank (including any claims which are senior to ordinary shares of the Bank), following any
trigger event.

In any case it should be noted that following writing-off of the Bonds and claims and
demands as noted above neither the Bank, nor any other person on the Bank's behalf shall
be required to compensate or provide any relief, whether absolutely or contingently, to the
Bondholder or any other person claiming for or on behalf of or through such holder and all
claims and demands of such persons, whether under law, contract or equity, shall stand
permanently and irrevocably extinguished and terminated. Unless otherwise specified in
this Placement Memorandum, the write-off of any common equity or any other regulatory
capital (as understood in terms of the aforesaid circular or any replacement/amendment
thereof), whether senior or paripassu or subordinate, and whether an Additional Tier 1
capital or otherwise shall not be required before the write-off of any of the Bonds and
there is no right available to the Bondholder hereof or any other person claiming for or on
behalf of or through such holder to demand or seek that any other regulatory capital be
subject to prior or simultaneous write-off or that the treatment offered to holders of such
other regulatory capital be also offered to the Bondholders.

For these purposes, the Bank may be considered as non-viable if:

The Bank which, owing to its financial and other difficulties, may no longer remain a going

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(Confidential & for Private Circulation Only)

concern on its own in the opinion of the RBI unless appropriate measures are taken to
revive its operations and thus, enable it to continue as a going concern. The difficulties
faced by the Bank should be such that these are likely to result in financial losses and
raising the Common Equity Tier 1 capital of the Bank should be considered as the most
appropriate way to prevent the Bank from turning non-viable. Such measures would include
write-off / conversion of non-equity regulatory capital into common shares in combination
with or without other measures as considered appropriate by the RBI.

The Bank facing financial difficulties and approaching a PONV will be deemed to achieve
viability if within a reasonable time in the opinion of RBI, it will be able to come out of the
present difficulties if appropriate measures are taken to revive it. The measures including
augmentation of equity capital through write off of Bonds/ public sector injection of funds
are likely to:

a. Restore depositors’/investors’ confidence;

b. Improve rating /creditworthiness of the Bank and thereby improve its borrowing
capacity and liquidity and reduce cost of funds; and
c. Augment the resource base to fund balance sheet growth in the case of fresh injection
of funds.

The trigger at PONV will be evaluated both at consolidated and solo level and breach at
either level will trigger write-off.
Record Date Reference date for payment of interest/ repayment of principal.
Rs./INR/ Indian National Rupee
RBI Reserve Bank of India
RRB Regional Rural Bank
RTGS Real Time Gross Settlement
Registrar Registrar to the Issue, in this case being Canbank Computer Services Limited.
SEBI The Securities and Exchange Board of India, constituted under the Securities and Exchange
Board of India Act, 1992.
SEBI NCS Regulations Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 issued vide notification no. SEBI/LAD-NRO/GN/2021/39 dated August 09,
2021.
SEBI NCS Operational Operational Circular for Issue and Listing of Non-Convertible Securities, Securitized Debt
Circular Instruments, Security Receipts, Municipal Debt Securities And Commercial Paper issued vide
circular bearing ref. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
TDS Tax Deducted at Source.
Trustee/ Bond Trustee/ Trustee for the Bondholders in this case being SBICAP Trustee Company Ltd
Debenture Trustee
USD/ US$/ $ United States Dollar
WDM Wholesale Debt Market
y-o-y Year over year

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ISSUER INFORMATION:

A. Name and Address of the Issuer

Name of the Issuer Canara Bank

Head Office No. 112, J C Road,
Bengaluru – 560002
Tel No.: 080 2210 0250,
Fax No.: 080 2224 8831
Website: www.canarabank.com

Treasury & Investments Division

Integrated Treasury Wing,
Canara Bank Building, 6th Floor, Plot No. C-14, G Block,
BandraKurla Complex, Bandra (E),
Mumbai – 400 051.
Tel No.: 022 2672 5038,
Fax No.: 022 2672 5250
E-mail: tidmum@canarabank.com

Compliance Officer for the Shri Vinay Mohta

Issue Company Secretary,
Secretarial Department,
Head Office, 112, J.C. Road,
Bengaluru - 560 002
Phone : 080- 2210 0250
Fax 080- 2224 8831
E.Mail: hosecretarial@canarabank.com

Chief Financial Officer of the Shri S K Majumdar

Issuer General Manager & Chief Financial Officer
Canara Bank Head Office,
Bengaluru – 560 002
Tel: 080- 22130274
E Mail: fmwing@canarabank.com

Trustees to the Bondholders

Mr Ardhendu Mukhopadhyay
SBICAP Trustee Company Ltd
4th Floor, Mistry bhavan, 122, Dinshaw Vachha Road
Churchgate,
Mumbai – 400 020,
Tel No: 022-43025555 ,43025503
Fax : 022-22040465
Email: corporate@sbicaptrustee.com
Registrar to the Issue

Mr K RAVI (Senior Manager- RTA)

Canbank Computer Services Limited
R&T Centre, #218, JP Royale, 1st Floor, 2nd Main,
Sampige Road, (Near 14th Cross), Malleswaram,
Bengaluru – 560 003
Tel: (080) 23469661,62 & 23469664/65
Fax:( 080) 23469667
E mail: canbankrta@ccsl.co.in

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Credit Rating Agencies

Ms Malvika Bhotika Mr Prakash Agarwal

CRISIL Limited India Rating & Research Private Limited
CRISIL House, Central Avenue, Wockhardt Tower, Level 4, West Wing,
Hiranandani Business Park, BandraKurla Complex,
Powai, Mumbai -400076 Bandra (E), Mumbai 400051
Tel No: 022 33423000 Tel No. 022 40001700
Fax No: 022 40405800 Fax No.022 40001701

Legal Counsel for the present ALMT Legal

issue of AT 1 Bonds 2 Lavelle Road
Bengaluru - 560 001Contact No.080- 4016 0007
Auditor for the Issue M/s Rao & Emmar
Address:
Ramanashree Arcade,
No. 204 & 205, 2nd Floor,
M.G. Road, Near Trinity Circle,
Bangalore-1
Email: Praveen@raoemmar.com

Name and Address of the Arrangers:

Name of the
Arranger
AXIS BANK LTD HDFC Bank Limited
Address of the Axis House , Wadia International Center, P B HDFC Bank House, Senapati Bapat Marg, Lower
Arranger Marg, Worli, Mumbai -400025 Parel, Mumbai-400013
Tel :- 02224252880 Tel :- 022-66521455
Contact Person Mr Vikas Shinde Mr Gaurav Shah
Email Id & bonds.origination@axisbank.com Gaurav.shah2@hdfcbank.com
Website www.axisbank.com www.hdfcbank.com

Name of the
Arranger
ICICI Bank Limited J M Financial Limited

Address of ICICI Bank Limited, ICICI Bank Towers, Bandra 7th Floor, Cnergy Appasaheb Marathe Marg,
the Kurla Complex, Mumbai-400 051 Mumbai – 400 025
Arranger 022-4008 8980
Contact Mr Sanket Jain Mr. Ajay Manglunia
Person
Email Id & gmgfixedincome@icicibank.com Ajay.manglunia@jmfl.com
Website www.icicibank.com www.jmfl.com

Name of the
Arranger
SBI Capital Markets Limited Trust Investment Advisors Private Limited
Address of 202, Maker Tower “E” Cuffe Parade, Mumbai – 400 1101, Naman Centre, Bandra Kurla Complex,
the 005 Bandra (East), Mumbai – 400 051.
Arranger +91-22-22178300 +91 022 4084 5000

Contact Mr Nirav Acharya Ms. Nipa Sheth

Person
Email Id & dcm@sbicaps.com mbd.trust@trustgroup.in
Website www.sbicaps.com www.trustgroup.in

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B. BRIEF SUMMARY OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

i. Overview and History:

We are one of the leading public sector commercial banks in India, offering banking products and services to corporate,
small and medium-sized enterprises, retail and agricultural customers. The Bank was founded in July 1906 as a private
entity and was nationalised in July 1969. As on Dec’20, Canara Bank was the 4th largest Public Sector Bank in India in terms
of asset. Total Deposits and Advances of Canara Bank stood at 16.86 trillion and we have over 10 crore customers as on
March 2021. The Government of India owns 69.33% of shareholding of the Bank, as on March, 2021, and accordingly,
exercises control over our management and operations.

We have been conferred with several awards and accolades in recognition of our various initiatives. Our recent awards and
accolades for FY 21include

 In IBA’s 16th Annual Banking Technology Awards, Canara Bank received Joint Runner-up award for Best Payment
Initiatives.
 Canara Bank received Finnoviti 2021 award for Integration of Govt Scheme Demat Trading Insurance.
 Public Relations Council of India has given bronze award for our in-house Magazine Shreyas under House Journal – Print
(English) category.
 In 59th ABCI Annual Awards, Canara Bank’s in-house Magazine “Canara Jyothi” has received awards under “Indian
Language Publication” and “special column (language)” categories.
 Canara Bank has received “Award of par Excellence” in APY Big Believers 3.0 (ABB) organized by PFRDA.
 Canara Bank has received “Exemplary Award” from PFRDA for achievement under Atal Pension Yojana “Old Age Financial
Freedom Fighters”.
 Canara Bank has received “Certificate of Excellence – Amazing Achievers of APY” from PFRDA.

We are engaged in a wide variety of banking activities, such as Corporate, Small and Medium-Sized Enterprises and Retail
Banking, and offer a wide range of financial products and services to Corporate, SME and Retail Customers, including both
Resident and Non-Resident Indians. We also provide funding to sectors identified by the Government as Priority Sectors,
such as Agricultural and Small Scale Industries. Our Corporate Banking Services cater to the banking needs of Large and
Medium-Sized Corporations. We offer a variety of corporate banking services including medium to long term project
financing, working capital financing, syndicated loans, short-term credit products linked to market benchmarks and others.
Our SME banking services include providing project and corporate finance, working capital, short term credit, cash
management and treasury products. Our retail banking services include consumer lending and deposit services. We offer a
wide range of consumer credit products, including personal loans, home loans, vehicle loans, education loans, mortgage
loans, gold loans and credit card services. Our deposit products include savings accounts, time deposits and tailored deposit
products for customers in various sectors, such as accounts for high net worth individuals, non-resident Rupee accounts,
Recurring Deposits schemes and tax-saving deposit products.

The Bank’s other businesses include bancassurance (marketing and distribution of life, Accident, Travel, Health and Home
health insurance products), marketing and distribution of mutual fund products, executor, trustee and taxation services,
depository services, safe deposit box services, Government business, agricultural consultancy services and merchant
banking.

We also undertake business in the areas of housing finance, priority sector lending in rural areas through our RRBs. Other
activities like asset management, factoring, stock broking and equity trading, software development and consultancy,
venture capital and life insurance are done through our Subsidiaries and Associates.

Our total assets have increased to Rs 1153675 crore as of March 31, 2021. Our total deposits have improved to Rs.
1010875crore as of March 31, 2021. Our total advances have increased to Rs. 675155 Crore as of March 31, 2021. Our total
income has increased to Rs. 84525 crore as of March 31, 2021.Our net profit stood at Rs. 2558crore for the year ended March
31, 2021. Our total number of branches has increased to10420 as of March 31, 2021including 4 overseas branches (London,
New York, Hong Kong and Dubai).

ii. Main Objects

Founded as “Canara Bank Hindu Permanent Fund” in 1906, by late Shri Ammembal Subba Rao Pai, a philanthropist, this
small seed blossomed into a limited company as “Canara Bank Ltd.” in 1910 and became Canara Bank in July 1969 after

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nationalization. The main objects of the Bank at the time of the nationalization, as laid down in the Banking Companies
(Acquisition & Transfer of Undertakings) Act, 1970, are as under:

“To control the heights of economy and to meet progressively, and serve better, the needs of development of the economy
in conformity with national policies and objectives and for matters connected with or incidental thereto.”

The Bank carries on and transacts the business of banking i.e. “accepting for the purpose of lending or investment, of
deposits of money from public, repayable on demand or otherwise, and withdrawal by cheque, draft, order or otherwise” as
defined under Clause 1(b) of Section 5 of the Banking Regulation Act, 1949. The banking business is governed by Section 3
(7) and Section 3 (5) of Chapter II of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970.

Canara Bank, in the course of its business as a commercial bank, accepts funds at the primary level, to be placed into
various kinds of deposit accounts and to be lent to various categories of borrowers. It also extends banking services under
various market segments, namely, personal banking, corporate banking, agricultural banking, international banking,
merchant banking, depository participant services, investment banking, credit card business, bancassurance, leasing & hire
purchase etc.

A snapshot of Bank’s financial performance is given below: (₹ in Crore)

Particulars Mar-20* Mar-21

Global Deposits 625351 1010875
of which- Domestic Deposits 601664 963306
Overseas Deposits 23687 47569
Domestic Deposits 601664 963306
Current Account Deposits 26458 49131

Savings Bank Deposits 169749 281525

CASA Deposits 196207 330656

Domestic CASA to Domestic Deposits (%) 32.59 34.33
Global Advances 451223 675155

of which- Domestic Advances 426684 652558

Overseas Advances 24539 22597

Total Assets 723875 1153675
Net Interest Income (NII) 13124 24062
Other Income 7813 15285
of which-Fee Income 2685 5243
Forex Income 1115 1882
Trading Gains 758 3316
Recovery from TWO 1470 3032
NII + Other Income 20937 39347
Operating Expenses 11577 19338
Operating Profit 9360 20009
Provisions 11596 17452

of which-Provisions for NPAs & Bad debts written off 10655 14168

Profit Before Tax (1756) 3708

Provision for Tax 480 1150
Net Profit (2236) 2558

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*Figures are related to standalone Canara Bank financial results for pre-amalgamation period, hence not comparable with
post amalgamation financial results for the year ended March 31, 2021.
The global business of the Bank increased to ₹1686030 crore, with specific thrust on domestic business which grew to
₹1615864 crore as at March 2021. Domestic CASA deposits surged to ₹330656 crore with Savings Account of ₹281525 crore
and Current Account of ₹49131 crore. Thus, domestic CASA improved to 34.33% as at March 2021.
Bank took various steps in respect of monitoring, control and maintaining asset quality. As on 31 st March 2021, the Gross NPA
of the Bank is at 8.93% and Net NPA at 3.82%.Cumulative Cash recovery including recovery in written off accounts stood at
₹10918 crore. Further the provision coverage ratio has improved to 79.68% compared to last year. The healthy CRAR of
13.18% highlights that the Bank is well cushioned for an organic growth in the coming quarters. In FY2020-21, operating
profit of the Bank stood at ₹20009 crore and net profit at ₹2558 crore.

Dividend
Bank is not eligible to pay dividend for the Financial Year 2020-21 on account of not meeting the eligibility criteria as
stipulated by RBI for this purpose.

MANAGEMENT DISCUSSION AND ANALYSIS

GLOBAL ECONOMY
Global economic output is recovering from the collapse triggered by COVID-19, although it will remain below pre-pandemic
trends for a prolonged period. The pandemic has exacerbated the risks associated with a decade-long wave of global debt
accumulation. It is also likely to steepen the long-expected slowdown in potential growth over the next decade.
As per the latest International Monetary Fund (IMF) estimates, the world economy is expected to grow by 6% y-o-y in 2021
Calendar Year and moderate to 4.4% y-o-y in 2022 after contracting by 3.3% y-o-y in 2020 on account of economic
disruptions ensued from onset of the pandemic. The global growth projection is on the back of fiscal stimulus in few large
economies, wider rollout of vaccination, particularly in the second half of 2021 Calendar year and continued adaptation of
economic activity to subdued mobility.
The strength of the recovery is projected to vary significantly across countries, depending on access to medical
interventions, effectiveness of policy support, exposure to cross-country spill-overs, and structural characteristics entering
the crisis.

INDIAN ECONOMY
The domestic economy contracted by 7.3% in FY21 due to the unprecedented disruption in economic activity of the COVID-
19 pandemic since March 2020. The nationwide lockdown and consequent standstill in business activities led to two
consequent contractions in GDP growth rate in H1FY21. Growth momentum started picking up from Q2FY21 onwards on the
back of supportive fiscal & monetary policies and gradual easing of lockdown norms. However, as the second wave of the
pandemic has again effected India, local lockdowns were in place in most of the states which is expected to slow down the
recovery momentum in FY22. Keeping this in view, RBI has downgraded its growth projection for FY22 to 9.5% in its latest
Monetary Policy Committee (MPC) from 10.5% as projected earlier.

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The impact of the pandemic was disproportional across different sectors of the economy. While agricultural sector remained
resilient in the face of the pandemic, services sector, being contact intensive was severely impacted. Manufacturing and
construction sectors showed modest improvement in H2FY21 on the back of Government policy thrust on infrastructure
development.
According to RBI’s quarterly statistics on Deposits and Credit of SCBs, the Scheduled Commercial Banks (SCBs) credit growth
(y-o-y) has decelerated to 5.6% in March 2021 as compared to 6.4% a year earlier, and aggregate deposits growth (y-o-y)
accelerated to 12.3% in March 2021 from 9.5% a year ago.
However, the economic impact of the second wave is expected to be less severe as compared to the nationwide lockdown
last year as lockdowns are localised in nature and there is acceleration in production and roll out of vaccination across the
country. Rural demand is likely to remain resilient in view of good harvest and the prospects of a near normal monsoon
forecast for 2021 by the India Meteorological Department. Services sector, being contact intensive, may remain subdued till
broader normalisation of economic activities in the country. Industrial sector is expected to pick up pace with consumption
demand gaining pace, particularly in H2FY22.
Going forward, GDP growth is expected to pick up pace with acceleration in vaccination drive, strengthening of healthcare
infrastructure with support from a strengthening external demand in the global economy. Economic growth momentum is
expected to strengthen in the second half of FY2021-22 as recovery in economic activity becoming broader based across the
different sectors of the economy, provided Covid spread is under check.

KEY POLICY RESPONSE TO COVID-19 PANDEMIC

Since the onset of the pandemic from March 2020 onwards, RBI and Central Govt. of India have acted swiftly through a
number of conventional and unconventional policy measures to contain the impact of the pandemic and ensuring financial
stability, sufficient systemic liquidity and flow of credit to priority sectors of the economy.
RBI has reduced the policy repo rate by 115 bps to 4.00% since the start of the lockdown in 2020 and reduction in Cash
Reserve Ratio (CRR) requirements by 100 bps to 3.0% of Net Demand and Time liabilities (NDTL) which has now been
restored to its pre-pandemic level of 4 per cent of net demand and time liabilities (NDTL), effective May 22, 2021. Other
measures are increase in marginal standing facility (MSF) borrowing from 2% of statutory liquidity ratio (SLR) to 3% and Open
Market Operations (OMOs) including long term repo operations (LTROs), on-tap TLTROs aimed at specific sectors, Emergency
Credit Line Guarantee Scheme (ECLGS) and postponement of implementation of prudential norms such as the capital
conservation buffer (CCB) and the net stable funding ratio (NSFR), along with easing of liquidity coverage ratio (LCR)
requirement.
In view of the need to support viable MSME entities on account of the fallout of COVID-19, the scheme of one-time
restructuring of loans to MSMEs without an asset classification downgrade, was extended where the borrower’s account was
a ‘standard asset’ as on March 1, 2020 and the aggregate exposure of banks and NBFCs was not more than ₹25 crore. The
restructuring had to be implemented by March 31, 2021, subject to certain conditions. The resolution framework.2 was
introduced in recent monetary policy with enhancement of limit from ₹25 crore to ₹50 crore, subject to certain conditions.
Keeping in view the emerging economic conditions in the wake of the second wave of the pandemic, the central Bank has
announced additional measures in its unscheduled special announcement on 5th May 2021 including term liquidity facility of
₹50,000 crore to ease access to emergency health services, Special Long-Term Repo Operations (SLTRO) for Small Finance
Banks (SFBs) and exemption to banks for extending credit to MSME borrowers and relaxation in resolution framework for

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COVID related stressed assets of individuals, small businesses and MSMEs. Further, in its June 2021 meeting of MPC, RBI has
announced on-tap liquidity window of ₹15,000 crore for contact intensive services sector and a special liquidity facility of
₹16,000 crore to SIDBI.
FY2020-21 also witnessed expansionary fiscal policy of the Central Government like ₹20 lakh crore Atmanirbhar Bharat
yojana, special package for MSME and agricultural sector and moratorium on loan instalments from 1st March 2020 to 31st
August 2020 to reduce stress on borrowers. The Union Budget for FY 2021-22 as announced on 1st Feb, 2021 has given a
thrust on infrastructure, healthcare, agriculture, housing and the rural economy. Major budget outlays have been provided
for infrastructure development with allocation of ₹5.54 lakh crore, ₹2.23 lakh crore for development of health
infrastructure, ₹20000 crore for recapitalisation of PSBs, ₹15700 crore for MSMEs and income tax deductions for affordable
housing projects along with many other initiatives to support economy.

STEPS TAKEN BY THE BANK AMID COVID-19 PANDEMIC

Banking sector in India underwent a paradigm shift in FY2020-21, in terms of operating models in the wake of the COVID-19
pandemic since March 2020. Banks had to swiftly recalibrate their business processes to the pandemic protocols and
restrictions to provide uninterrupted service to the customers while ensuring safety of both customers and employees.
Canara Bank as a responsible organization discharged the duties duly following the Covid-19 guidelines by taking required
measures taking it as utmost priority to safeguard the health of the customers as well as the employees.
In this regard, quick response teams and help desks have been setup at HO/CO/RO level, staggered working
hours/rotation/work from home is being practiced as a part of Business continuity plan, immediate assistance of ₹1 lakh in
case of hospitalization where cashless facility not available and interest free loan up to one month gross salary to meet
medical expenses incurred, over and above the permissible insurance limit is being provided. Bank is also arranging
vaccination camps and quarantine facilities in tie-up with various hotels for the safety and proper medical care of the
employees.
Digital channels have been used effectively to make the banking services available to the customers and Services of Business
Correspondents was stepped up along with doorstep banking services.
The Bank ensured that all its alternate delivery channels work uninterrupted. Further, foreseeing the depth of pandemic
crisis, the Bank has taken all precautionary initiatives to ensure continuity in operations. The Bank has a Disaster Recovery
site which is capable of handling the CBS and other functions of the Bank. In case of closure of Data Centre due to any
unforeseen reasons, Bank will function from the Disaster Recovery Site.
The details of the financial impact of the pandemic are provided in the Notes on Account Section. As per the detailing,
going forward, there would not be any significant impact on the Bank’s financials.

OUTLOOK FOR 2021-22

Given the slowdown in economic recovery process in the wake of the second wave of the pandemic, the growth outlook is
subdued for the near term and stable for the medium term. The economic growth momentum is expected to pick up in the
H2FY22 with easing of localised lockdown norm across the states, expected broader normalization of economic activities
and with wider rollout of vaccination process. The fiscal and monetary policy support will remain growth supportive in the
coming year. The credit growth is expected to pick up in tandem with economic recovery.

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The banking sector continues to serve as the backbone of the economy ensuring smooth recovery path. To strive for better
performance in the coming years, the Bank gives thrust on shoring up of CASA while consciously reducing the reliance on
bulk deposits. The Bank focuses on balanced advance portfolio with proper mix of retail, agriculture, MSME and corporate
credit. The Bank has provided hundred per cent guaranteed MSME lending to give unrelenting support to this segment in
tandem with government guidelines. The Bank takes adequate efforts for NPA management with ardent credit monitoring,
contain fresh slippages and strengthen recovery efforts. The Bank will continue to strive for process and product
improvements in view of changing requirements and circumstances. In the coming years, the Bank looks forward for
leveraging amalgamation benefits for maximizing the efficiency and productivity.

CANARA BANK IN 2020-21:

Canara Bank has remained resilient through the challenging times of the pandemic and has recorded good performance
across all business parameters for the financial year ending March 2021. The Bank has achieved record 45% q-o-q growth in
net profit to ₹1010 crore in Q4FY21 and ₹2558 crore for the full FY 2020-21. The Bank has achieved robust growth in its
major thrust areas, viz. balanced growth, optimal resource mobilization, robust fee income, expanding retail assets,
including Agriculture, Housing and other retail segments, and improving asset quality.

BUSINESS PERFORMANCE

During FY 2020-21, the global business of the Bank stood at ₹1686030 crore with global deposits at ₹1010875 crore and
global advances at ₹675155 crore.
A snapshot of business growth in FY 2020-21(₹ in Crore)
Particulars Mar-20* Mar-21
Global Deposits 625351 1010875
of which- Domestic Deposits 601664 963306
Overseas Deposits 23687 47569
Domestic Deposits 601664 963306
Current Account Deposits 26458 49131
Savings Bank Deposits 169749 281525
CASA Deposits 196207 330656
Domestic CASA to Domestic Deposits (%) 32.59 34.33
Global Advances 451223 675155
of which- Domestic Advances 426684 652558
Overseas Advances 24539 22597
Total Assets 723875 1153675
*Figures are related to standalone Canara Bank financial results for pre-amalgamation period, hence not comparable with
post amalgamation financial results for the year ended March 31, 2021.

Deposits:
Total Deposits stoodat₹1010875 crore as on March 2021. Domestic CASA deposits of the Bank is at₹330656 crore as on March
2021 with Savings deposits at ₹281525 crore and Current deposits at ₹49131 crore. The Bank’s domestic CASA deposits share
to domestic deposits stood at 34.33%.

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The focus on premier CASA products, like, Canara Galaxy, Canara Privilege, Canara Payroll, SB Power plus and NRI accounts
were given to improve the average balances under CASA. Total deposit clientele of the Bank stood at 10.41 crore as at 31 st
Mar’21.
Advances:
The Bank expanded its asset base in a well-diversified manner encompassing sectors such as Agriculture and Micro, Small
and Medium Enterprises (MSMEs) as well as keeping a focus on other retail assets, including Housing, Education, and Vehicle
loans.
Advances (Gross) of the Bank reached₹675155 crore as at March 2021. The number of borrowal clientele stood at 1.01 crore
as at March 2021. Total business of the Bank increased to ₹1686030 crore for the year as on March 2021.

FINANCIAL PERFORMANCE

Operating profit of the Bank stood at ₹20009 crore for FY2020-21. Bank reported a net Profit of ₹2558 crore for FY 2020-21.
Net Interest income of the Bank stood at ₹24062 crore. NIM stood at 2.75% and Yield on Advances at 7.73%.
Key Financial Ratios (%) Mar-20* Mar-21
Cost of Funds 5.12 4.09
Yield on Funds 6.99 6.26
Cost of Deposits 5.57 4.52
Yield on Advances 8.18 7.73
Net Interest Margin (NIM) 2.29 2.75
Return on Assets (RoA) (0.32) 0.23
Return on Equity (RoE) (8.05) 6.71
Cost to Income Ratio 55.30 49.15
*Figures relating to standalone/consolidated Canara Bank financial results for pre-amalgamation period are not comparable
with post-amalgamation financial results for the year ended March 31, 2021.

Income and Expenditure Analysis:

During the year, total income is at ₹84525 crore, comprising ₹50405 crore interest from advances, ₹16859 crore interest
from investments, ₹15285 crore from non-interest income and ₹1976 crore from other interest income.

Operating performance of the Bank (₹in Crore)

Particulars Mar-20* Mar-21

Interest Earned 48935 69240

Interest Expended 35811 45178

Net Interest Income (NII) 13124 24062

Other Income 7813 15285

of which- Fee Income 2685 5243

Forex Income 1115 1882

Trading Gains 758 3316

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Particulars Mar-20* Mar-21

Recovery from Written Off Account 1470 3032

Operating Income (NII + Other Income) 20937 39347

Operating Expenses 11577 19338

Employee Expenses 7134 12690

Other Operating Expenses 4443 6648

Operating Profit 9360 20009

Provisions 11596 17451

of which- Provisions for NPAs & Bad debts written off 10655 14167

Provision for Standard Advances 379 1

Provision for Depreciation on Investment (278) 427

Provision for Income Tax 480 1150

Other Provisions 359 1706

Profit Before Tax (1756) 3708

Provision for Tax 480 1150

Net Profit (2236) 2558

* Figures relating to standalone/consolidated Canara Bank financial results for pre-amalgamation period are not comparable
with post-amalgamation financial results for the year ended March 31, 2021.
In line with the thrust areas for the Bank, non-interest income (Excl. Trading profit) is at ₹11969 crore. Apart from trading
profit, other major sources of non-interest income, like, service charges (₹2806 crore), commission and exchange (₹1146
crore), recovery from written off accounts (₹3032 crore) and Profit from exchange transaction (₹1882 crore) contributed to
the non-interest income of the Bank. The share of non-interest income to total income stood at 18.08%.

Total expenditure of the Bank stood at ₹64516 crore in FY 2020-21. Interest expenses of the Bank is at ₹45178 crore.
Operating expenses is at ₹19338 crore, comprising staff cost of ₹12690 crore and other operating expenses of ₹6648 crore.
Due to the decrease in interest rates, the Bank’s cost of deposits is at 4.52%. The net interest income, the difference
between interest paid and interest earned by the Bank, is at ₹24062 crore.

Capital and Reserves:

Networth of the Bank, as at March 2021 stood at ₹39814.26 crore. While the total paid-up capital of the Bank stood at
₹1646.74crore, the reserves and surplus at ₹57238.19 crore.

Composition of Capital (₹ in Crore) March 2020* Basel III March 2021 Basel III

Risk Weighted Asset 360906 530012

CET I 33881 45624
CET I (%) 9.39% 8.61%
AT I 2648 7813
AT I (%) 0.73% 1.47%
Tier I Capital 36529 53437

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Composition of Capital (₹ in Crore) March 2020* Basel III March 2021 Basel III

CRAR (%) (Tier I) 10.12% 10.08%

Tier II Capital 12727 16407
CRAR (%) (Tier II) 3.53% 3.10%
Total Capital 49257 69844
CRAR (%) 13.65% 13.18%
*Figures relating to standalone/consolidated Canara Bank financial results for pre-amalgamation period are not comparable
with post-amalgamation financial results for the year ended March 31, 2021.
Capital Adequacy Ratio, under Basel III was 13.18% as at March 2021 against the regulatory requirement of 10.875%,
including capital conservation buffer of 1.875%. Within the capital adequacy ratio, CET I ratio was at 8.61% and Tier I capital
ratio was at 10.08%.
During the Financial Year 2020-21, Bank has raised capital via Basel III compliant additional Tier 1 Bond amounting to
₹2936.10 crore and equity through QIP of ₹2000 crore and thereby Government of India shareholding in the Bank is 69.33%
as on 31.03.2021.

RETAIL LENDING OPERATIONS:

In line with the thrust areas set for the year, the Bank’s retail lending operations recorded good performance. The core
retail portfolio of the Bank increased to ₹115312 crore as on March 31, 2021 with Housing Loans at ₹64326 crore and ₹13713
crore under Vehicle Loans. The share of retail loans stood at 17.67% as of March 31, 2021 of domestic advances (₹652558
crore).This was possible as the Bank constantly strives to provide seamless credit delivery to customers in a hassle free
manner.
(₹ in Crore)
As at March
Retail Segments
2020* 2021
1. Housing 39611 64326
2. Vehicle 10446 13713
3. Other Personal 20320 24834
4. Education 9423 12439
Core Retail Loans (1+2+3+4) 79800 115312
*Figures relating to standalone/consolidated Canara Bank financial results for pre-amalgamation period are not comparable
with post-amalgamation financial results for the year ended March 31, 2021.
Education Loans
Over the years, the Bank has assisted substantial number of promising students to pursue higher education in India and
abroad. The Bank’s education loan portfolio increased to ₹12439 crore as at March 2021. The Bank has financed around 3.70
lakh students as at March 2021. During FY 2020-21, the Bank has disbursed education loans worth ₹1639 crore.
Among all Nationalized Banks, our Bank is in the forefront in extending education loans. Further, considering the huge thrust
on skill development in recent years, “IBA Skill Loan Scheme” has been implemented to support skill development initiatives
of Department of Financial Services (DFS).
The Bank has a special education loan schemes namely “VidyaTurant”, Collateral free Education loans for the meritorious
students who are admitted to premier institutes such as IITs, IIMs, ISB etc up to a limit of ₹40 Lacs with concessional rate of

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Interest, Bridge Loan Scheme namely “Vidya Sahay” to assist the needy and meritorious students who are in need of the
down payment to be made to the CET/Counselling Authorities at the time of selection/counselling and “VidyaShakthi”,
education loan scheme for the PWD category of students including expenses for specially designed equipment’s for
differently abled persons with concessional interest rate.

PRIORITY SECTOR ADVANCES

The Bank continues to accord importance to varied goals under national priorities, including agriculture, micro, small and
medium enterprises, education, housing, social infrastructure, renewable energy, microcredit, credit to weaker sections
and specified minority communities.

Priority Sector Advances of the Bank as at March 2021 reached ₹304803 crore and achieved 44.14% to Adjusted Net Bank
Credit (ANBC) against 40% mandated norm.

Priority Sector
(₹ in Crore)
As at March
Priority Sector Advances
2020* 2021
Total Priority Sector 203029 304803
Agriculture 97043 155990
*Figures relating to standalone/consolidated Canara Bank financial results for pre-amalgamation period are not comparable
with post-amalgamation financial results for the year ended March 31, 2021.

With a focus on credit delivery to Agriculture, the Bank’s advances under agriculture portfolio increased by 17.39% to
₹155990 crore, covering over 1crore farmers. Under agriculture lending, the Bank achieved 18.56% to ANBC against 18%
mandated norm. During FY 2020-21, the Bank’s agriculture credit disbursal is at₹136978 crore. Advances to Small & Marginal
Farmers achieved 11.23% to ANBC as against the mandatory Target of 8% (Net of PSLC-SF/MF sale) as at March 2021.
During the year, the Bank issued 17.25 lakh Kisan Credit Cards (KCCs), amounting to ₹27480 crore. The credit outstanding
under KCCs was at ₹38994 crore as at March 2021. 16.88 lakh KisanRuPay Cards were issued against eligible accounts of
16.28 lakh, with an achievement of 96.41%.

Advances to Micro Enterprises (Priority) stood at ₹53791 crore achieving 9.25% to ANBC as against the mandatory Target of
7.5%.

The Bank actively participated in various Government Sponsored Schemes, such as, Prime Minister’s Employment
Generation Programme (PMEGP), National Rural Livelihood Mission (NRLM), National Urban Livelihood Mission (NULM),
Differential Rate of Interest (DRI) Scheme, Stand Up India, Pradhan Mantri Mudra Yojana (PMMY).

As at March 2021, the outstanding advances under the following Government Schemes, aggregated to ₹28998 crore,
involving around 20.85 lakh beneficiaries.

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Performance under various Government Sponsored Schemes:

(₹ in Crore)
Mar-21
Scheme
Accounts Amount
Prime Minister Employment Generation Programme (PMEGP) 37324 1672
Deendayal Antyodaya Yojana-National Rural Livelihoods Mission (DAY-NRLM) 135495 3432
Deendayal Antyodaya Yojana-National Urban Livelihoods Mission (DAY-NULM) 17517 197
Differential Rate of Interest 111783 96
Stand Up India 6336 1176
Pradhan Mantri Mudra Yojana (PMMY) 1776195 22425
Total 2084650 28998

Advances to DRI stood at ₹96 crore, consisting of 1.12 lakh beneficiaries, of which, advances by rural and semi-urban
branches amounted to ₹75 crore. In support of the underprivileged sections of the society, the Bank’s advances to SCs/STs
beneficiaries amounted to ₹14175 crore as at March 2021, covering 8.28 lakh borrowers. The advances to SCs/STs comprised
4.65% of total priority sector advances. Advances to weaker sections reached ₹150737 crore, constituting 17.66% to ANBC
against mandated norm of 10%.
Various components of advances to Weaker Sections as at March 2021:
(₹ in Crore)
Outstanding
Sector
Accounts Amount
Small & Marginal Farmers, Landless Labourers, Tenant Farmers and Share
8368878 113328
Croppers
Artisans, Village and Cottage Industries 421150 11540
SC/ST Beneficiaries 828404 14175
DRI Loan 111783 96
Self Help Group 343290 10156
Joint Liability Group 68064 1442

As at March 2021, advances to specified minority communities aggregated to ₹51773 crore, accounting for 17.04% of the
actual priority sector advances against the stipulated 15% norm.

MICRO SMALL & MEDIUM ENTERPRISES (MSMEs):

Advances to MSMEs increased to ₹108334 crore as at March 2021, with a y-o-y growth of 2.50%. Credit to M&SE segments
rose to ₹94822 crore, with a 6.68% YOY growth. Advances to Micro Enterprises recorded a growth of 3.48%. In order to
increase credit flow to this segment and in view of the ongoing covid-19 pandemic in FY 2020-21, the Bank has launched
various need based schemes and products catering to the needs of the specific segments such as:

 GECL Schemes (GECL 1.0 & GECL 2.0) - To existing Business Enterprises/MSMEs/PMMY Customers to build up current
assets and to meet operational liabilities and restart the business as per communication received from M/s NCGTC Ltd from
time to time.

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 CGSSD - CGSSD (Credit Guarantee Scheme for Subordinate Debt) has been launched on 31.07.2020 to provide guarantee
coverage for the Credit Guarantee Scheme for Subordinate Debt to provide Sub- Debt support in respect of restructuring of
MSMEs. The scheme is valid till 30.09.2021.

 PM SVANidhi- This scheme has been introduced during July 2020 for all street vendors engaged in vending in urban areas
as on or before 24.03.2020 as per identification criteria stipulated in scheme guidelines of MoHUA. Small Industries
Development Bank of India (SIDBI) is the implementation partner of the MoHUA.

 Based on RBI Notification RBI/2020-21/17 DOR.No.BP.BC.4/21.04.048/2020-21 dated 06-08-2020, Wing has extended
an OTR Scheme to MSME loans under standard asset category as at 01.03.2020 with exposure up to ₹25crore, to be
implemented by 31.03.2021.

 PRSF (Partial Risk Sharing Facility) - This scheme has been approved for implementation vide orders of the Board dated
01.12.2020 to finance the eligible MSEs towards execution of energy efficient projects, in line with the PRSF scheme of
SIDBI.

Under Pradhan Mantri Mudra Yojana (PMMY), the Bank sanctioned an amount of ₹13210.29 crore against the target of
₹12800 crore during FY 2020-21. Sanctions and disbursals under different categories of Mudra Yojana are as under:

As on 31.03.2021 (₹ in Crore)
Category
Sanction Disbursement Outstanding
No. of Accounts Amount Amount Amount
Shishu (<50,000) 722608 1486.91 1479.12 1034.53

Kishore (Above 50,000- 5 Lakhs) 272283 6041.41 5994.12 4901.41

Tarun (Above 5 Lakh to 10 Lakhs) 68645 5681.97 5644.15 4515.38

Total 1063536 13210.29 13117.39 10451.32

Major Highlights:
 Under stand up India, the Bank Sanctioned 4196 accounts to the tune of ₹929 crore.
 During FY 2020-21, under PMEGP the Bank sanctioned 7985 proposal amounting to ₹750 crore, with total margin money
claimed stood at ₹281 crore.
 With respect to PSB Loans in 59 minutes, the Bank is one of the top performers on this portal with 31014 in –principal
sanctions since the inception till 31.03.2021.
 Under PM Svanidhi, the Bank sanctioned 159682 accounts amounting to ₹159.68 crore.
 Under RBI Onetime Restructuring Scheme-III (Accs restructured under RBI Circular dated 06.08.2020) 45540 accountshave
been restructured amounting to ₹1799 crore till 31.03.2021.
 GECL SCHEME
1) Under ECLGS 1.0, 475420 sanctions amounting to ₹9973 crore were made &451332 accounts amounting to ₹9577 crore
disbursed till 31.03.2021.

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2) Under ECLGS 2.0, 98 sanctions were made amounting to ₹921 crore&98 accounts were disbursed amounting to ₹806
crore till 31.03.2021.
 CCS-19(Canara Credit Support to Covid-19 Affected Customers) Scheme - Bank has made 78372 disbursements of
₹2011 crore till 31.03.2021.
 Under TReDS Platform, our Bank has discounted 2966 Bills amounting to ₹653.16 crore during FY 2020-21.

DIGITAL BANKING & ALTERNATE DELIVERY CHANNELS

The Bank has 13452 number of ATMs as on March 2021. The Bank’s EMV debit card base is at 4.08 crore. The e-transaction
ratio stood at 88.73% as at March 2021. The number of registered users under Mobile Banking is at 83.26 lakhs and Net
Banking users is at 1.49 crore as at March 2021.
During COVID19 we ensured more than 91% uptime of ATMs. We made publicity at Social media platforms and through our
ATM screens, sensitizing customers to bank from home and go digital. Posters highlighting Mobile Banking features were
displayed at ATM lobbies.SMS was sent to active customers, promoting to use ATMs/Mobile Banking/Internet Banking and
other available Digital modes.

Security features to arrest ATM frauds

❖ Safety measures mandated by RBI (i.e. Terminal Security Solution, Anti-skimming Devices, EMV compliance) have been

successfully implemented in all our operational ATM’s within the timelines.

❖ All ATMs are migrated for centralised reconciliation.
❖ Implemented Card less Cash Withdrawal and OTP for cash withdrawal above ₹10,000/-.

Security measures taken for Card transaction security for avoiding online frauds
As per RBI guideline, Enhancing Security of Card transactions for Debit Card & Credit Card, enabling and disabling card for
online and international transactions is enabled in all channels like Internet Banking, Mobile Banking, ATM and branch
channel

New functionalities introduced in Mobile Banking App “Candi”during 2020-21:

 Payment through default IFS Code (Default IFSC will come while making payment through MB).
 Self-account payment inside Mobile Banking through other account.
 Flight/Bus tickets booking, Donations and other lifestyle payments.
New functionalities introduced in Internet Banking during 2020-21:
 Opening of DEMAT A/c & Trading account.
 Digilocker facility.
 Forex transactions for retail customers.

Important initiatives taken by the Bank to improve customer service at various levels
 Canara Un-secured Personal Loan –Bank has introduced end to end digital lending platform for extending online Un-
secured personal loan facility for existing customers. Customers can avail loans upto₹1 Lakh using this online facility. The
platform facilitates the Digital Stamping, execution and signing of document.
 Canara Shishu Mudra Loan - Bank has implemented Online Shishu Mudra loan facility as part of its Digital lending
initiative. Customers can avail loans upto₹50,000 using this online platform

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 Online Partial withdrawal of Fixed Deposit: Our customers had been provided with a facility to open/close fixed deposits
online. As an additional functionality, we have recently enabled online partial redemption facility for the deposit accounts
opened.

 Introduction of Public Provident Fund (PPF) services: PPF services such as Account Opening, Subscription etc. were
introduced under Internet Banking and Mobile Banking for the benefit of our customers.

 Introduction of Sukanya Samriddhi services: Facilities such as Account Opening, Subscription etc related to SSA have been
integrated in our Internet and Mobile Banking channels.

 Introduction of Senior Citizen savings scheme services of GOI online through OMNI Channel platform: to cater specifically
to the needs of Senior Citizen.

 Online application for Kisan Vikas Patra(KVP) account enabled in Omni Channel

 Online Facility to apply for Gold loan at branches was introduced. This facilitates customers to initiate a gold loan
application process with all details such as ornament details/ land details etc. and letting them know the eligible amount.
Customers could then walk into the branch to pledge the gold for the branch officials to complete the loan processing.

 Online application facility for KCC Loan and KCC renewal: has also been facilitated similar to gold loan application
process.

 Online application facility for Credit Card: The functionality was introduced to facilitate customers to apply for credit
card via online channels.

 Foreign outward remittance services: - Via integration of CPCFT in corporate Internet Banking, forex services have been
enabled for our Corporate Internet Banking customers.

 Introduction of Lead Management System and integration with Internet & Mobile Banking Channels. The integration has
facilitated customers as well as non-customers to register their interests in any of the products of the Bank. The LMS system
of the Bank is integrated with the Bank’s marketing wing/call centre as well as branch network. Customers can schedule a
call back for details of the product as well as assistance.

 CPPS (Central Positive Pay System) was enabled in our Internet & Mobile Banking channels. The facility enables
customers to submit required details of their cheques issued via online channels without visiting the Branch

 Integration of Doorstep Banking services with Internet & Mobile Banking channels

 Online application and policy issuance facility were introduced for Personal accident cover, online application for Home
Insurance, Online application for Health insurance and online application for Travel insurance.

 Digilocker facility has been integrated in the Bank’s internet &Mobile Banking Channels.

 NACH mandate cancellation facility via Internet &Mobile Banking channels has been enabled.

 De-mat & Online Trading Account Opening has been enabled through Omni Channel Net Banking.
 Opening of e-Insurance account with NSDL has been enabled through OMNI Channel.
 As part of Bank’s endeavor to secure the card Transactions for its customers, following Card Management services has
been enabled through Mobile as well as OMNI Channel solution.
 Credit/Debit/ Prepaid Card management through net Banking and Mobile Banking platform

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 Limit Management for Debit/Credit/ Prepaid Cards for POS/ ATM/ E-commerce transactions
 Switching on/off the usage of Credit/Debit / Prepaid Card
 Switching on/off NFC features for Credit/Debit Card
 Temporary or permanent blocking of card
 Switching On / Off the International usage of the card
 Generation of Card PIN through Mobile and Net Banking
 Digital Calendar - Bank has integrated Digital Calendar for its customers through Website, Mobile Banking and Internet
Banking Platforms. This calendar provides List of Holidays for specific state/territory.
 In-app Notification
 Now the Customers can get notification about various information through Mobile Banking Application
 Promotional messages can be delivered through In-App Notification features
 Debit/Credit Messages can also be delivered through this facility
 BMTC UPI QR Scan Pay - This facility has been made available for BMTC buses running in Bangalore City. Using this facility
customers can pay for Bus fares through UPI based system.
 AP-GSWS (Gram Sachivalaya Ward Sachivalaya) 30 Govt bill payment
 This service is specifically implemented for Andhra Pradesh State Government using UPI based dynamic QR facility.
 Using these services 30 Government Department Bills can be paid by the customers.
 Cardless cash withdrawal through ATM facilitating Customers to withdraw Cash without using any card in all ATMs of
Canara Bank. When customer makes a request in Mobile Banking platform for cardless withdrawal, using the secured
authentication mechanism, the cash can be withdrawn at Canara Bank ATMs without using any Card.
 Canara Video KYC - Canara Bank has implemented Canara DiYA functionality for online account opening process using
Aadhaar based authentication. The account opened through Diya is non-CDD(Customer Due Diligence). To make the account
of customers fully complied with KYC norms, Bank has launched Video KYC facility.
 Online Debit Card Request facilitating Customers to place the request for Personalized debit card request through online
portal.
 Marketing officers can visit Customers’ Home/office address to open instant accounts through TAB Banking.
 Online update of PAN & Communication Address: Facilitating customers to update their PAN/Communication Address via
Internet and Mobile Banking. Prior to successful updation, the system verifies and matches the details provided by customer
with the issuing authority.
 The new services have been added in Bank’s Tab based Financial Inclusion Solution like Cheque Status enquiry, Stop
payment of cheque, PPF module, SukanyaSamridhiYojana, Pass Book Updation, E-KYC Account opening, IMPS transactions
and Loan Remittance functionality.

DOCUMENT MANAGEMENT SYSTEM

Our Bank has embarked upon the Document Management System (DMS) project to digitalize the various Banking operations.
DMS includes digitalization of documents including work-flow automation, centralized storage, Content Management System
and secure accessing of documents, Solution to physical storage management etc.

DMS, with work-flow automation, provides solution to various facets related to creation, storage, indexing and retrieving of
digital files. Key benefits of DMS areCentralization and Management of Documents, Increased Operational Efficiency,
Reduced physical Storage Space, Enhanced Security, Go green initiative and reduced paper usage.

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FINANCIAL INCLUSION

As a part of financial inclusion drive, the Bank makes its products and services available to financially excluded and
marginalized sections of the society. As per the Government of India and the Reserve Bank of India directions, the Bank has
been proactive in financial inclusion efforts, with key interventions, viz., expanding banking infrastructure, offering
appropriate financial products, making extensive & intensive use of technology and advocacy of financial literacy.

 The Bank has 1123Financial Inclusion (FI) Branches under branch model and also engaged 9129 Business Correspondent
Agents (BCAs) under Business Correspondents (BC) model.
 Bank formed ‘Canara Financial Advisory Trust’ to take care of the affairs of the Financial Literacy Centres (FLCs) of the
Bank as well as the FLCs promoted by the Regional Rural Banks (RRBs) sponsored by the Bank. The Bank has 152 FLCs in
districts & blocks level across the country, managed by the Counsellors (retired bankers).
 Bank opened 138.47 lakh accounts under PMJDY.
 Covered all allotted 10049 villages comprising of 3962 allotted SSAs and 3371 Urban wards by opening of 1123 brick &
mortar branches and engaging 5267 Business Correspondent Agents (Bank Mitras) at remaining locations.
 Under social security schemes launched by the Government of India during the year, following enrolments have been
made under PMJJBY & PMSBY.

Scheme Enrolments including Renewals As at March 2021

(In Lakhs)
Scheme Enrolments including Renewal As at March 2021
Pradhan MantriJeevanJyotiBimaYojana(PMJJBY) 53.00

Pradhan Mantri Suraksha BimaYojana(PMSBY) 144.17

Atal Pension Yojana (APY) 24.63

 Under Sukanya SamriddhiYojana, the outstanding number of accounts as on 31 st March 2021 is 104296 accounts.

AADHAAR Enrolments Updation Centres:

The Bank is a Registrar and Enrolment Agency for Aadhaar Enrolment. As per UIDAI guidelines, the Bank have to establish
ASKs at 10% of the Bank branch premises. Accordingly, Bank has established 1494 ASKs, comprising of 1201 centres for the
Bank and 293 centres for the 4 sponsored RRBs (KAGB 116, KGB 62, KVGB 62 & APGB 53).

Empowering Women:
Women Empowerment Section at Head office and Centre for Entrepreneurship Development for Women (CEDW) at 24 Circle
Offices and 176 Regional offices across the country are working relentlessly towards economic empowerment of women.
These CEDWs have reached potential entrepreneurs, undertaken counselling, supported their training needs, provided
finance and arranged marketing facilities. A total of 486 Programmes were organized by the CEDWs during FY 2020-21.

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Lead Bank Responsibility:

As on 31.03.2021, Our Bank has been assigned with:
 State Level Banker’s Committee (SLBC) Convenorship in two states i.e. Karnataka and Kerala and Union Territory Level
Banker’s Committee (UTLBC) Convenorship in Lakshadweep.
 Lead Bank responsibility in 60 districts across 8 states and 2 Union Territories viz. Andhra Pradesh (5), Bihar (1), Delhi
(3), Haryana (3), Lakshadweep (1), Karnataka (15), Kerala (7), Tamil Nadu (7), Telangana (4) & Uttar Pradesh (14) comes
under 14 Circles of the Bank.

INTERNATIONAL OPERATIONS AND BUSINESS

The Bank has 4 overseas branches, viz., London (U.K), Hong Kong, New York (U.S.A) and Dubai International Financial
Centre (DIFC), Dubai (UAE). Besides the above 4 overseas branches, the Bank has a Representative Office at Sharjah (UAE),
Canara Bank (Tanzania) Ltd., a Wholly Owned Subsidiary at Dar-es Salaam in Tanzania and Commercial Indo Bank LLC, a
Joint Venture with State Bank of India in Moscow, Russia.

Total business of the overseas branches aggregated to ₹70,166 crore comprising of Deposits of ₹47,569 crore and Advances
of ₹22,597 crore as at the end of the financial year 2021. Overseas Business constituted 4.16% of the Bank’s global business.
As per the rationalisation plan for overseas branches, Bank has closed Johannesburg Branch in South Africa during the
Financial Year. During the Financial Year, Bank has decided to divest its stake in CIBL to SBI, the majority stake holder and
close its operations in Hong Kong.

ASSET QUALITY
Gross NPA of the Bank is at 8.93% (₹60288 crore) and Net NPA is at 3.82% (₹24442 crore) as at March 2021. The cumulative
Cash Recovery including Recovery in written off accounts during FY 2020-21 was at ₹10918 crore. Upgradation for FY 2020-
21 was at ₹2407 crore. Provision Coverage Ratio (PCR) is at 79.68% as at March 2021. Recovery in written off accounts for FY
2020-21 was ₹3733 crore. Slippage has been contained during the year to ₹17885 crore.
During FY 2020-21, 1596 properties were sold amounting ₹1021.63 crore and 2927 accounts were settled/closed /upgraded
amounting ₹826.76 crore were made on account of initiating actions under the SARFAESI Act. The Bank conducted 1152
Recovery Meets during FY 2020-21 that has resulted in recovery of ₹4501 crore. In FY2020-21, 212023 cases were settled,
covering an OTS amount of ₹7730 crore. In FY 2020-21, 11030 cases were referred to LokAdalat, out of which, 2264 cases
were settled, covering an amount of ₹31.13 crore. Besides, the Bank took several initiatives to contain slippages and speed
up recovery from overdue loan accounts. These include, conduct of Can Adalats at branch level, cluster adalats at Regional
level and mega adalats at Circle level for one time settlements (OTS), LokAdalats at district level, regular follow-up of
overdue in loan accounts through Call Centre, conduct of e-auctions for sale of seized assets and initiation of stringent
recovery measures against Wilful Defaulters. As on March 2021, there were 971 wilful defaulters with an outstanding amount
of ₹11272 crore.
The Bank has initiated resolution process in respect of 390 Cases by referring to NCLT / filing our claim as at 31.03.2021 and
is expecting substantial recovery through resolution during FY 2021-22. In FY 2020-21, recoveries amounting to ₹2360.94
crore were done in NCLT referred accounts. The Bank has also formulated various special OTS Schemes for settlement of
small value NPAs in agriculture NPA, Education loans, tractor loans and other farm mechanisation, etc.

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As on March 2021, the outstanding stressed assets portfolio (including restructured standard accounts) of the Bank stood at
₹66887 crore, accounting for 9.91% of gross advances.

RISK MANAGEMENT

BASEL III Capital Adequacy Framework and Future Strategies

An independent Risk Management Wing at the Head Office is functioning as a nodal centre for overall implementation of
various risk management initiatives across the Bank. Risk Management Sections are functioning at all 24 Circle Offices of the
Bank as an extended arms of the Risk Management Wing. The Bank has in place risk management policies across geographies
and across all risks encompassing the entire gamut of risk profile. These include policies on Credit Risk Management,
Operational Risk Management, Market Risk Management, Asset Liability Management and Group Risk Management. The Bank
has in place an Internal Capital Adequacy Assessment Process (ICAAP) under Pillar 2 of Basel III norms complying with SREP
guidelines. The ICAAP exercise covers the domestic and overseas operations of the Bank, Subsidiaries, Joint Ventures,
Sponsored Entities and Associates. Stress testing exercise is also performed by the Bank to ascertain the potential risks
faced by the Bank. The ICAAP document is reviewed and approved by the Risk Management Committee of the Board and the
Board of Directors. The Bank has a Board Level Sub-Committee for Capital Planning Process. The Committee articulates
macroeconomic scenarios vis-à-vis capital requirements of the Bank, in tune with business strategies. The Committee
ensures maintenance of appropriate level of Capital to Risk Weighted Assets Ratio (CRAR) and evaluates various options for
raising the capital.

Adoption of Advanced Approaches under Basel III:

In an endeavour to move towards Advanced Approaches under Basel III for computation of capital for Credit, Market and
Operational Risks, the Bank had engaged the services of a Consultant for implementation of Enterprise-wide Integrated Risk
Management solution for itself and the Group Entities, so as to build requisite risk management framework. As a pre-
requisite for the implementation of Enterprise wide Integrated Risk Management architecture, the Bank has procured a Risk
Solution that would enable it to meet requirements of Advanced Measurement Approaches. The Bank has submitted Letters
of Intent to RBI for adoption of Internal Rating Based (IRB) Approach for calculation of capital charge for Credit Risk,
Internal Models Approach for calculation of capital charge for Market Risk and Advanced Measurement Approach for
calculation of capital charge for Operational Risk.

Preparedness for Basel III:

The final guidelines on Basel III Capital Regulations became effective from 1st April, 2013. As per RBI guidelines, the
transitional period for full implementation of Basel III Capital regulations are extended up to 01.10.2021. The banks in India
need to maintain a minimum Common Equity Tier 1 (CET1) capital of 5.50%, Tier 1 capital of 7.00%, total capital of 9.00%
and Capital Conservation Buffer (CCB) of 2.50% from 01.10.2021 onwards. The banks also have to maintain a minimum Tier 1
Leverage Ratio of 3.50% as a credible supplementary measure to the risk based capital requirements. The Bankendeavors to
remain adequately capitalized. The Bank has adequate headroom to raise capital from the market, including
recapitalization support from the Government of India. Going forward, the Bank’s capital requirement shall be met by

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injecting fresh equity capital, retention of profits, optimization of business levels, proactive capital planning and
management.

Credit Risk Management:

The Credit Risk management process outlines the principles, standards and approach for credit risk management at the
Bank. Systems, procedures, controls and measures are in place to actively manage the credit risks, optimize resources and
protect the Bank against adverse credit situations. In order to comprehensively address the issues and concerns of the
Credit Risk, the Bank has put in place a comprehensive Credit Risk Management Policy. A robust system for Internal rating
(on internally developed models) of the borrowers, appraisal of loan/credit proposals, including seeking adequate
information for appraising the viability of the proposal and creditworthiness of the applicant for sanctioning credit limits,
well defined credit approval process and authorization matrix, standards for collateral management, credit monitoring,
restructuring of advances, MSME and Off Balance Sheet Exposures, is followed. Risk Acceptance, Risk Measurement,
Prudential Exposure Norms, Organizational Structure, Strategies and Operational Process are in place. In order to address
the credit risk at portfolio level and the issue of concentration risk, the Policy prescribes fixation of various exposure
ceilings. Risk Based Pricing is in tune with the Risk profile of the borrower to generate returns to achieve targeted RoA and
NIM.

The Bank has a Loan Review Mechanism for constantly evaluating the overall performance of the borrowal accounts and for
bringing about qualitative improvements in credit administration, monitoring and credit audit. The entire process of the
Loan review and monitoring is duly administered by the Credit Administration & Monitoring Wing.

Market Risk Management:

The Market Risk framework of the Bank aims at restricting loss from all types of market risk loss events and also to establish
limit structure and triggers for various market risk factors. Exposure limits, such as, Stop Loss Limits on Trading Book,
Intraday and Overnight Limit for various Currency Positions, Dealer-wise Limits, Aggregate Gap Limit, Limits on Money
Market Operations, Modified Duration Limits for investment portfolio and VaR Limits are fixed to act as risk
mitigants/triggers. Mid Office of Risk Management Wing monitors these limits, along with other triggers, on a daily basis. A
reporting framework has been put in place for effective and timely monitoring of market risk limits and triggers.

Operational Risk Management:

Operational Risk Management framework in the Bank is based on ethics, organization culture and strong operating
procedures, involving corporate values, internal control culture, effective internal reporting and contingency planning. The
Bank has adopted polices for management of Operational Risk, which covers various aspects, such as,
Operational Risk Management Structure, Outsourcing Activities and Business Continuity Plan. At present, the Bank is in the
process of migration to Advanced Approach of Basel III framework from the Basic Indicator Approach (BIA). The Bank has
already put in place Incident Management module for timely reporting of incidents, Review of Key Risk Indicators (KRI),
Conducting of Risk Control &Self Assessment (RCSA) workshops and Scenario Analysis workshops to compute capital charge
for Operational Risk.

Asset Liability Management:

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Within the policy framework, the Board of the Bank has set up Asset Liability Management Committee (ALCO), which is
entrusted, inter alia, with the role of management of assets and liabilities including the funding strategies and its
composition, product pricing, stress test and contingency action plan among others.

The Bank has implemented the RBI guidelines with respect to Liquidity Coverage Ratio (LCR) with effect from 01.01.2015.
LCR of the Bank is being maintained above the stipulated regulatory requirement on an ongoing basis.

Group Risk:
The Bank has various Subsidiaries, Joint Ventures and Sponsored Entities, which are engaged in diversified activities. As the
Bank has considerable stake in these Group Entities, Bank has put in place a Group Risk Management Policy to identify and
manage risk in intra Group transactions and exposures to raise the standard of Corporate Governance by reducing and
avoiding conflicts of interest between the Group Entities and also to ensure ‘Arms Length Principle’ among Entities, with
regard to business parameters. The Group Chief Risk Officer (GCRO) of the Bank is supervising the risk management
activities of the Group Entities.

COMPLIANCE TO INTERNATIONAL STANDARDS:

Bank has been certified with ISO: 27001:2013 for Data Centre, Disaster Recovery centre and Department of Information
Technology Wing and the certification is valid from 11/04/2020 for a period of 3 years. It is certified that the Information
Security management system of the organization has been assessed and found to be in accordance with the requirements of
the ISO 27001:2013 standard.

INTEGRATED TREASURY
Aggregate investments (net) of the Bank stood at ₹258698 crore as at March 2021. While modified duration of the
investments portfolio stood at 4.89 as at March 2021, the modified duration of the Available for Sale (AFS) portfolio is at
1.30 as at March 2021. The yield on investments stood at 6.74% as at 31st March. The trading profit under domestic treasury
operations during the year increased to ₹3316 crore on account of active churning of the investment portfolio along with
active participation in OMOs. The Bank continues to be an active player in the Government Securities Market as a Primary
Dealer (PD).

The total amount of bids submitted for underwriting was ₹209767 crore, of which, the underwriting commitment accepted
by the RBI was ₹108166 crore. With regard to Treasury Bills under PD business, as against the minimum success ratio of 40%
to be achieved in each half year, the Bank has a success ratio of 83.10% for the first half year ended September 2020 and
86.45% for the second half year ended March 2021.

Foreign Business Turnover of the Bank aggregated to ₹164437 crore, comprising of ₹72601 crore under exports, ₹34089 crore
under imports and ₹57747 crore under remittances during the year ended March 2021.

During the year the Bank’s Merchant Banking Division handled 1128 issues (public/rights/Debt) as cumulative under Bankers
to an Issue. During the year FY 2020-21, Section has handled 88 Equity Issues and 18 Debt Issues and Bank got float fund

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benefit of ₹3702.34 crore for 4-7 days through ASBA with number of applications 507330. The amount has collected as
commission (₹10/- per application plus 0.35% on allotted amount) is ₹37.84 Lakhs during the year 2020-21.

 Under Capital Gain Bonds, Bank is getting 0.12% Commission+ applicable GST on the amount so mobilized and floating
fund for one day.

Rural Electrification Corporation Ltd (REC), National Highways Authority of India (NHAI), Indian Railway Finance Corporation
Ltd (IRFC) and Power Finance Corporation(PFC) have entrusted the Bank to continue to act as “ Arrangers and Collecting
Bankers” for the Private Placement Capital Gain Bond Issues

During 2020-21, funds mobilized/ Collected by our Bank are ₹559.59 crore as collecting banker and ₹50.00 crore as arranger.
We have received an Arranger fee of ₹11.40 Lakhs. Section is providing share valuations as per request of the companies.
During the year FY 2020-21, Section has prepared 2 valuation reports and earned commission ₹5.00 Lakhs.We also initiated
the work of arranger for AT1 Bonds. In this process, our Bank has invested ₹250.00 crore in Bank of India AT1 Bonds and we
are entitled to get ₹1.00 crore on account of Arranger fee.

BANCASSURANCE AND MUTUAL FUNDS

The Bank has tied-up arrangements with life and non-life insurance segments under its ‘Bancassurance’ arm. During the year
FY 2020-21, Bank earned a commission income of ₹187.91 crore from its joint venture, M/s Canara HSBC OBC Life Insurance
Company Ltd. Under the Mutual Fund business, the Bank earned a commission of ₹30.43 crore from its joint venture, M/s
Canara Robeco Asset Management Company Ltd. A commission income of ₹63.82 crore was earned under Non-Life (General
Insurance& Health Insurance) business from its tie-up arrangements with all the three GI Partners M/s Bajaj Allianz General
Insurance Co Ltd, M/s TATA AIG General Insurance Co. Ltd and M/s The New India Assurance Co. Ltd & Standalone Health
insurance partner M/s HDFC Ergo General Insurance Co. Ltd (Erstwhile AMHI) for marketing their Health insurance products.
In Social Security Schemes (SSS), Bank has earned commission of ₹18.20 crore under PMJJBY &₹3.06 crore under PMSBY.
Bank has also earned renewal/trail commission from E-Syndicate Insurance and Mutual Fund partner of ₹0.98 crore.

GOVERNMENT BUSINESS

The Bank undertakes Government Business, comprising Direct and Indirect Tax collections, payment of Central Government
and State Government Pensions, Handling of Postal Transactions and State Government Treasury Transactions, Public
Provident Fund Scheme and Senior Citizens’ Saving Scheme, issuing Sovereign Gold Bonds and SukanyaSamridhi Scheme.
These products contributed to improvement of CASA and earned a fee income of ₹167.20crore during FY2020-21.

The Bank has been authorized as the accredited banker for Ministry of Human Resources Development (MHRD), Ministry of
Culture, Ministry of Youth Affairs & Sports, Archaeological Survey of India, Ministry of Shipping, Ministry of Road Transport
and Highways, Lakshadweep Administration and Unique Identification Authority of India (UIDAI), New Delhi. The Bank was
implementing the National Pension System for Unorganised Sectors under Swavalamban Scheme since FY 2012-13. The
Government of India has launched Atal Pension Yojana (APY) in place of Swavalamban with a view to providing defined
pension to unorganised sector. The Bank could mobilise 590992 accounts under APY during the FY 2020-21.

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ORGANISATION AND SUPPORT SERVICES

Branch Network-Expanding Pan India Presence
In a bid to expand the reach, the Bank added 130 domestic branches during the year. As at March 2021, the Bank had 10416
domestic branches, including Specialized Branches.

Composition of Branch Network

No. of Branches Opened during the
Category
31.03.2020 31.03.2021 year

Metropolitan 1273 2113 52

Urban 1226 2094 60
Semi-urban 2004 3140 18
Rural 1826 3069 0
Overseas 5 4 0
Total domestic Branches 6329 10416 130
Note: 105 domestic branches were merged/closed during the year.1 Overseas branch was merged/closed during the year.
The total Specialized Branches of the Bank stood at 414 as at March 2021.

MANPOWER PROFILE
As at March 2021, the Bank had 88213 employees on its roll. The cadre-wise break-up of manpower is as follows:

Cadre March 2020* March 2021

Officer 32596 48912
Clerk 18353 26427
Sub Staff** 7683 12874
Total 58632 88213
*Figures relating to standalone/consolidated Canara Bank for pre-amalgamation period;
**includes Part Time Employees (PTEs)
Total staff strength of the Bank comprised of 55.44% Officers, 29.96% Clerks and 14.6% Sub Staff. The Women staff strength
of the Bank was 27,401, constituting 31.06% of the employees. The total number of ex-servicemen staff as at March 2021
stood at 5,372. There were 2,412 Physically Challenged Employees on the rolls of the Bank.

Reservation Policy in respect of Scheduled Castes and Scheduled Tribes, Other Backward Classes, EWS & Persons with
Disabilities
The Bank has been strictly adhering to the Reservation Policy in respect of Scheduled Castes, Scheduled Tribes, Other
Backward Classes and Persons with Disabilities, EWS as per the Government of India guidelines.
The representation of SCs/STs/OBCs/EWS/DAPs employees as at March 2021 was as under:

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Grade SCs STs OBCs EWS PWDs

Officer 8663 3923 14229 63 1228

Clerk 4987 1681 7848 35 837

Sub Staff* 4780 895 3597 - 347

Total 18430 6499 25674 98 2412

*includes Part Time Employees (PTEs)

Reservation Cell is functioning in the Bank to Implement and monitor the Reservations and other provisions related to
SC/ST/OBC/PWD/Ex-Servicemen & EWS employees. Further Bank has nominated Executives in the rank of GMs as Chief
liaison Officer for SC/ST/Ex-Servicemen/PWD and also for EWS, OBC employees respectively, who ensure compliance of
various Govt. Guidelines pertaining to Reservations.

RECRUITMENT
During the FY 2020-21the Bank recruited 1548 persons in various cadres, out of which 241 belonged to Scheduled Castes
(SCs)and 108 to Scheduled Tribes (STs), 416 belonged to Other Back Ward (OBC), 76 EWS category, 32 ex-servicemen and 55
PWD in various cadres and 590were women employees.

HUMAN RESOURCE DEVELOPMENT (HRD) ACTIVITIES

 Bank introduced submission of life certificates by our ex-employee pensioners enabled through JEEVAN PRAMAAN portal.
 Performance Linked Incentive (PLI) for the FY 2020-21 has been disbursed.
 Term Insurance Cover for all employees (20 Months of their Gross Salary subject to a minimum of ₹20 lakhs to Officer
Employees, ₹15 lakhs to Clerical employees and ₹10 lakhs for Subordinate employees).
 The e-Learning portal of our Bank, named “CanDLE” (Canara Digital Learning Experience) was launched. The objective of
the project has been to provide an effective online learning facility for our employees for enhancing their knowledge and
skills.
 The Bank has in place a robust Training Setup with the Apex Centre of Excellence at Manipal Bengaluru & 26 Learning &
Development (LDCs) across the country. In addition to this, around 3200 employees have been trained at external institutes
of repute like IIMs, IDRBT-Hyderabad, TISS-Mumbai, NIBM-Pune, SIBSTC-Bangalore, CRISIL-Mumbai, ASCI (Hyderabad), IIBF
and CAB (RBI)-Pune.
 Bank has focused on the thrust areas like Credit Management, Risk Management, Forex in addition to the regular
Orientation/Induction Programs for direct recruit Probationary Officers, Agriculture Extension Officers and Specialist
Officers.
Batches of senior executives are also undergoing the flagship Leadership program coordinated by Bank’s Board Bureau. Bank
has also adopted the uniform 52/26 week training structure for the newly recruited probationary officers/SWOs.
 Executives, on promotion are sent for 05 days Leadership/Executive Development Programs at institutes like IIMs, ASCI
Hyderabad, TISS Mumbai etc.
 A Training Advisory Committee headed by the MD& CEO monitors and streamlines the training functions of the Bank. A
shift has been made from offline classroom trainings to webinars. Our training vertical has successfully conducted about 850

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programs through webinars, where around 40000 employees have participated.3178 Employees trained at external institutes
of repute.

CUSTOMER ORIENTATION
Several initiatives were taken to remain customer focused through provision of fast service, offering diversified products &
services, responding to customers’ queries in shortest possible time and redressal of customer complaints within the
timelines stipulated.

 As per the instructions of IBA and RBI, the Bank has adopted Customer Rights Policy as advised by the RBI since July 2015,
which spells out the Rights of the Customers and also responsibilities of the Banker.
 To assess the quality of customer service rendered by the branches and to get the feedback an online “Annual Survey of
Depositor Satisfaction” was conducted from 04/12/2020 to 31/12/2020 with 15 predefined questionnaire.
 As per the Damodaran Committee recommendations, the Bank has appointed a Chief Customer Service Officer (CCSO),
who acts as an Internal Ombudsman of the Bank.
 In order to enhance customer convenience, Bank has popularized 24/7 Self Service Functions on IVRS (Missed Call facility)
for various services like Balance enquiry, Mini Statement (last 5 transactions), Hot Listing of Cards etc.
 The following Toll Free numbers are available for customers to contact within India – 18004250018 , 1800 103 0018 / 1800
208 3333 & 1800 3011 3333
 The Non Toll free number for customers calling from abroad (Outside India) is +91 80 22 06 4232.
 Call Centre is catering to customers in 9 regional languages, viz., Kannada, Malayalam, Marathi, Tamil, Oriya, Telugu,
Gujarati, Bengali and Panjabi besides Hindi and English for redressal of grievances.
 The Bank has implemented online grievance redressal facility for customers to lodge their grievances under the portal
Canara Public Grievance Redressal System (CPGRS). The complaints received at the Branches & Call Centres of the Bank are
also integrated with the CPGRS package. Once Customer lodges a complaint he receives a ticket number by which he can
track the status of complaint and upon satisfactory redressal customer receives an SMS / email notification that his
complaint is resolved / redressed and provision is enabled for the customer to submit his feedback.
 The predefined Turn Around Time (TAT) for resolution of complaint at Branch Level is 6 days and on 7th day the
grievances are auto escalated to next higher authority.
 On closure of grievance a SMS with web link is pushed to the customers to submit his/her feedback regarding resolution.
 Our Bank has brought out an SMS based Customer Service Feedback mechanism to measure customer satisfaction levels at
branches. This feedback mechanism is used to gauge the customer service levels over the counters and helps in proving
insights for rewarding our customer service champions and also taking remedial actions, wherever required.
 Bank has introduced ‘JeevanPraman’ online portal for submitting Life certificate for pensioners. Facility for filing Form
15G/15H through Net Banking is enabled for the convenience of customers.
 6 Central Processing Centers are established at Bhubaneswar, Ernakulam. Manipal, Patna, Ranchi & Vijayawada for CASA
(Current Account & Savings Bank Account) account opening purposes.
 Our Bank is also a partner in the PSB Alliance which has floated Door Step Banking (DSB). Door Step Banking is popularized
in 100 identified centers pan India for the benefit of all the customers including Senior Citizens & Differently abled persons.
The services are provided through outside vendors through Universal Touch points i.e., Mobile App, Website & Call centers.

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 There are 11 services provide through Door Step Banking, They are Pick up of Negotiable instruments (cheques/drafts/Pay
orders, etc), request Account statement, Pick up of new cheque book requisition slip, Delivery of non-personalized cheque
books, draft, pay orders, term deposit receipts/ acknowledgement etc, Acceptance of 15G, 15H forms, Acceptance of IT
challan/ Government Business/GST, TDS/Form 16 Certificate issuance, Delivery of Prepaid instrument/Gift card, Issuing
Standing Instructions, Submission of Digital Life Certificate and Cash Withdrawal,

INTERNAL OMBUDSMAN
In terms of the Reserve Bank of India guidelines, the Bank has appointed an Internal Ombudsman (IO) as an independent
authority to review complaints that are partly or wholly rejected by the Bank. The IO submits periodical reports on his
activities to the Customer Service Committee of the Board analyzing the pattern of complaints, for taking action to address
the root cause of complaints. Changes where necessitated on the procedures/guidelines have also been carried out based on
the IO's recommendations. During the year, the Bank has conducted Outreach Programmes under the auspices of Reserve
Bank of India to create awareness on the Banking Ombudsman scheme at various locations.

INTERNAL CONTROL AND AUDIT

Risk based Internal Audits (RBIA) numbering 7390 were conducted along with Information System audit (IS Audit) across
branches / service units as per the program for onsite RBIA for the FY 2020-21. Concurrent/continuous audits were
conducted in 2210 branches / service units, of which 635 branches / service units were subjected to concurrent/continuous
audit by Internal Auditors and 1575 branches / service units were subjected to concurrent audit by External Auditors,
covering 70% of Advances and 50% of Deposits of the total business of the Bank. 948 branches were subjected to
income/revenue audit on quarterly basis.
 As part of strengthening the audit process, policy has been revised to grade the branches / service units under three
scales – LOW/ MODERATE & HIGH in RBIA as against the existing four scale rating of LOW, NORMAL, MODERATE and HIGH.
 The Bank has been continuously going for upgradation of audit packages, duly revising the checklists to include latest
developments and trends in the Bank. Further, the Concurrent Audit System version upgradation was effected duly revising
the checklist in line with the RBI directions. Integration of Concurrent Audit package for conducting Concurrent Audit was
introduced with effect from 01.07.2021 and Concurrent Audit of all branches of amalgamated entity is enabled in the
Darpan Package. RBIA / other Audit packages were integrated after amalgamation of eSyndicate branches.

 Bank has shown NIL tolerance on frauds and in that process the Inspection / Audit policy of the Bank has been revised and
accordingly the branches where fraud has been detected or serious irregularities were observed, the gradation was
reassigned as “High Risk” to have more control on such branches / units.

 Off Site Monitoring of the transactions carried out in 10378 branches were reviewed under 26 parameters during 2020-
2021 covering Deposits, Loans, GL transactions, Staff Transactions, newly opened accounts, premature closure of Deposits,
reactivation of dormant accounts and LCs and Guarantees etc. for ascertaining any suspicious or dubious transactions.
During the review of transactions, deviations which attract analysis from AML angle found were referred to the AML Cell of
the Bank for further action.

 During the period FY 2020-2021 OTM section also reviewed issues like Business variations during quarter ends, Accounts
transferred and re transferred , Accounts opened and closed in short duration.

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 Now the transactions are being assigned to Regional Offices instead of branches for verification of the transactions and for
submission of replies. Such replies are reviewed at Circle Offices concerned and are being closed.

 Inspection Wing is conducting Investigations independently on complaints emanated from VIPs, CVC, Statutory Bodies and
NPA accounts of ₹10 lakhs & above where irregularities / lapses are observed. During the year 2020-21, Inspection Wing has
completed 145 Investigations and submitted the reports to the concerned authorities for logical conclusion.

RISK BASED SUPERVISION

The Bank was brought under Risk Based Supervision (RBS) regime by RBI, in lieu of Annual Financial Inspection (AFI) from FY
2014-15. Presently, the Bank has completed the 7th cycle of RBS. RBS framework is named as Supervisory Programme for
Assessment of Risk and Capital (SPARC). Under SPARC, a detailed qualitative and quantitative assessment of the Bank’s risks
is made by RBI on an on-going basis through a combination of offsite analysis of the data and information furnished by the
Bank as well as the findings of the on-site Inspection for supervisory Evaluation (ISE).

KNOW YOUR CUSTOMERS (KYC)/AML/CFT

The Bank is committed to implement the KYC/AML/CFT norms in its completeness and has zero tolerance towards non-
compliance. To ensure this, the Bank has put robust systems and processes in place. Advisories issued by the regulators with
respect to designated individuals/entities are scrupulously followed. Regular training is provided to staff members to
increase their awareness on matters regarding KYC/AML/CFT.

IMPLEMENTATION OF OFFICIAL LANGUAGE

The Bank has attained many milestones in Implementation of Official Language Hindi and won prizes at various levels during
the year under review. As at March 2021, more than 86% of employees possess working knowledge in Hindi and the Bank has
complied with the requirement of notification of branches under Rule 10(4) of OL Rules 1976. All these employees who
possess working knowledge in Hindi have been trained in functional Hindi through Hindi workshops. During the year under
review, Bank has conducted 217 such workshops.

In the sphere of using Information Technology in the Official Language, Hindi version of the Core Banking Solution (CBS) of
our Bank has been made live during the report year. At the same time the Bank has furthered the use of Unicode package
for word processing by training the employees for use of more and more Hindi through Unicode standard and the Bank has
made provision in ATM screens of the Bank for carrying transaction in 08 Regional languages. Apart from Hindi and English,
transaction slips can be obtained in Malayalam, Tamil, Telugu, Kannada, Bengali, Gujarati, Punjabi and Marathi from our
ATMs (For transactions done in concerned language). Apart from this, an online package has been made live during the
report year for submission of quarterly report on progressive use of Hindi, i.e. STR-18.

Official Language Implementation Committees have been constituted at all levels i.e., Head Office, Circle Offices, ROs and
in all the branches of the Bank for reviewing progress made in use of Hindi by conducting quarterly meetings promptly. Our
Bank is the convener for the Town Official Language Implementation Committee at Agra, Bhagpat, Etah, Faridabad,
Gaziabad, Gurugram, Hatharas,Kasganj, Meerut, Ananthapuram, Coimbatore, Dindigul, Kannur, Karwar, Kamareddy, Ongole,
Sangareddy, Udupi, Vijaypura and Thiruvananthapuram and the meetings are being conducted promptly.

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In view of making Hindi as business language, Bank has released a slogan “िहं दी योगमवृ , ाहकसेवामसंवृ “ on 01 September
2020 during Inaugural function of Hindi Month 2020. As an innovative measure to popularize Banking in Hindi, a programme
named “Hindi Mein Paricharcha” (Discussion programme in Hindi) on contemporary Banking subjects was conducted in all
four quarters at all Administrative Office level, staff members of all cadres participated actively and the programme was
opined as very useful and educative.

Notable Initiatives in Regional Languages

Apart from Hindi and English, importance is being given to all regional languages along with Hindi in B and C Regions.
A few initiatives are as under:
 In accordance with OL rules, importance is being given to Regional languages along with Hindi in B and C regions, mostly
letters received in Regional Language are being replied in that Regional Language.
 In order to motivate staff member regarding rendering customer service in regional language the Bank has released a
slogan “Be vocal for local: - Learning Local Language is a skill to win over the hearts of local people” along with various
initiatives.
 Forms used by the customers like account opening form, withdrawals slips, pay-in slips, application for NEFT / RTGS etc.
are made available in trilingual – i.e. respective regional language, Hindi and English, and can be indented through package.
 ATM Transactions are made available in 8 Indian Languages for the convenience of customers –Tamil, Telugu, Kannada,
Marati, Gujarati, Malayalam, Bengali and Punjabi.
 In ‘B’ and ‘C’ Regions, as per the Official Language Rules all the name boards, informatory boards are displayed in
Regional Language also.
 Banners are displayed and Publicity Materials are made available in Regional Languages.
 Bank Advertisements and Notices in regional newspapers are being published in concerned regional Languages.
 Communications with regard to issue of notices for recovery of loans etc. are being sent in Regional Languages.

VIGILANCE SETUP
Vigilance set up at Head Office level comprises of Chief Vigilance Officer, who is assisted by the Executives and staff of
Vigilance Department at HO. The Chief Vigilance Officer is also assisted by Vigilance Officers at Circles/HO/RRBs/other
subsidiaries of the Bank in Vigilance administration. The Vigilance Management in the Bank under the supervision/guidance
of CVO administers various functions on preventive, participative, proactive and punitive aspects of vigilance with more
emphasis on preventive vigilance measures to eliminate / minimise factors which provide opportunities for frauds,
corruption and malpractices in the organization and also to take punitive action as a deterrent measure to check recurrence
of such instances.
‘Vigilance Awareness Week’ was observed in our Bank from 27th October 2020 to 2nd November 2020, with the theme
“Satark Bharat, Samridhi Bharat (Vigilant India-Prosperous India) “and all the Branches/Offices have actively participated in
conducting various activities such as administering Integrity Pledge, Seminars, Workshops, Customer Grievance Redressal
Meetings, Awareness Sabhas in Gram Panchayats, Panel Discussions, Competitions in Schools/Colleges (viz. Essay Writing,
Debate & Quiz Competitions) etc to bring awareness in Society about the ill effects of Corruption. Online training sessions
were conducted for employees of the Bank regarding disciplinary matters, procurements and corporate governance.
Important case studies with the modus-operandi of the fraud, in cases where frauds are observed, is uploaded in CANNET for
the benefit of employees to enable them to be more vigilant in day-to-day functions.

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Systemic improvements are periodically suggested based on the lapses observed while determining vigilance angle in respect
of IACs.
To bridge the knowledge gap at the operational level a “Compendium on Preventive Vigilance” was brought out during the
occasion and is available in CANNET for the benefit of all Canarites.

Implementation of Indian Accounting Standards

As per RBI guidelines, the Bank is in the process of implementing the Indian Accounting Standards (Ind AS). A Project
Steering Committee headed by Executive Director has been formed to take the required steps on a continuous basis for
smooth convergence. RBI, vide its communication ref : DBR.BP.BC.No.29/ 21.07.001/2018-19 dated 22nd March,2019 has
deferred implementation of Ind AS for all Scheduled Commercial Banks till further notice. Bank is submitting Pro-Forma
Financial Statements to RBI for every quarter as per the guidelines of RBI.

FINANCIAL SUPERMARKET

Canara Bank, with an objective of offering ‘One Stop Banking’ facilities for the customers, forayed into diversified business
activities by opening subsidiaries during late 1980s. Today, the Bank functions as a ‘Financial Supermarket’, with eight
Domestic Subsidiaries, one Associate Company and one Joint Venture in diversified fields. All the Domestic
Subsidiaries/Associate/Joint Venture of the Bank recorded satisfactory performance during the year 2020-21.

CANFIN HOMES LIMITED (CFHL):

M/s Canfin Homes Limited, a sponsored entity of Canara Bank is one of the premier housing finance entities in the country.
The bank holds 29.99% stake with the company.The loans outstanding of the Company as at March 2021 were ₹22105 crore.
The Company earned a profit after tax of ₹456.06 crore as against ₹376.12 crore in theprevious year, with y-o-y growth of
21.25%. Gross NPAs of the Company was ₹201.91 crore (0.91%) and Net NPA was ₹134.33 crore (0.61%) as on 31.03.2021. The
Company proposed 100% dividend for the year 2020-21.

CANARA HSBC ORIENTAL BANK OF COMMERCE LIFE INSURANCE COMPANY LIMITED:

M/s Canara HSBC Oriental Bank of Commerce Life Insurance Company Ltd (CHOICE) is a Life Insurance Joint Venture floated
by the Bank in association with HSBC Insurance (Asia Pacific) Holding Limited and Oriental Bank of Commerce in the year
2007. The JV commenced its business operations with effect from 16.06.2008, with majority shareholding of 51% by Canara
Bank, followed by HSBC (26%) and Punjab National Bank (e-OBC) (23%). The Company recordedgross premium of ₹5026.4
crore during the year. The Company achieved a statutory profit of ₹94.62 crore for FY 2020-21.

CANARA ROBECO ASSET MANAGEMENT CO LIMITED (CRAMC):

M/s CanaraRobeco Asset Management Company Limited is a joint venture (JV) with M/s Robeco Group NV with the Bank’s
holding of 51% Stake. This JV was formed in 2007 divesting 49% Stake held by the Bank in M/s Can Bank Mutual Fund in
favour of M/s Robeco Group N V. The Company is currently managing 24 Mutual Fund Schemes with a mix of equity,
balanced and debt schemes. The Company has declared a net profit of ₹36.29 crore and has also declared a dividend of
200% for the current financial year.

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CANARA BANK SECURITIES LIMITED (CBSL):

M/s Canara Bank Securities Limited is a wholly owned subsidiary of the Bank. CBSL has taken over the Depository participant
services from Canara Bank w.e.f. 01.04.2017. M/s Canara Bank Securities Ltdis extending Online Trading Facility to DP
clients. The Company offers stock broking services to both institutional and retail clients. Company has launched opening of
Instant Demat Cum Trading Accounts for Canara Bank Customers directly through online mode (digital KYC) “CAN-INSTIGO-
DIY”. The Company has declared a profit after tax of ₹14.91 crore and has declared a dividend of 35.00% for the year 2020-
21.

CANBANK FACTORS LIMITED (CFL):

M/s Canbank Factors Limited is a factoring Subsidiary of the Bank with 70% stake held by the Bank. During 2020-21, the
Company had a total business turnover of ₹1469.98 crore registering a growth of 13% as compared to Previous Year. The
Company has made a profit of ₹2.54 crore for the current year.

CANBANK VENTURE CAPITAL FUND LIMITED (CVCFL):

M/s Canbank Venture Capital Fund Limited is a wholly Owned Subsidiary of the Bank and the Trustee and Manager of
Canbank Venture Capital Fund Trust. The company has managed 5 funds so far with total Asset under Management of
₹552.78 crore.CVCFL has been appointed by the Ministry of Electronics and Information Technology (MeitY) to manage the
Electronic Development Fund (EDF) with a corpus of ₹2206 crore.

Another new fund named as “Empower India Fund” is setup with a target corpus of ₹500 crore with green shoe option of
₹150 crore. The initial closing is done and available for investment.The Company recorded a profit after tax of ₹3.10 crore
during the year 2020-2021 and has declared dividend of 500%.

CANBANK COMPUTER SERVICES LIMITED (CCSL):

M/s Canbank Computer Services Limited is the only Software Company promoted by a Public Sector Bank in the country,
with a 69.14% shareholding by the Bank. CCSL is mainly engaged in IT and Software development services, BPO services,
ATM / Any Time Payment services, Training, Consultancy and R&T agent. The Company has posted a profit after tax of
₹3.40crore for FY 2020-21.

CANBANK FINANCIAL SERVICES LIMITED (CANFINA):

M/s Canbank Financial Services Limited is confining its activities to legal matter arising out of past transactions in securities
and recovery of dues under decreed accounts. Company has posted a profit of ₹1.27 crore for the year 2020-21by way of
receipt of dividends.

SYNDBANK SERVICES LIMITED (SBSL):

M/s SyndBank Services Limited is wholly owned Subsidiary of e-Syndicate Bank was incorporated under Companies Act 1956
on 25.01.2006. At present, the company is not undertaking any activity and is only pursuing arbitration process against
vendor M/s. CMS Info Systems Ltd. for the misappropriation case amounting to ₹2.05 crore in the High Court of Karnataka as

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per the directions of the Company’s Board. Company has posted a profit of ₹1.19 crore for FY 2020-21 and has declared
dividend of ₹1 crore during the FY for the first time.

HIGHER EDUCATION FINANCING AGENCY [HEFA]:

Higher Education Financing Agency (HEFA), is a not-for profit organization, set up by the Bank under a joint venture share
holder agreement with the Ministry of Human Resource Development (MHRD), Government of India.

HEFA has been set up for developing the educational infrastructure, including R&D infrastructure thereby enabling the
institutions to reach top rankings globally. MHRD extended the scope of existing mandate of HEFA equity base and range of
institutions to be financed. As on 31.03.2021, MHRD has infused Capital of ₹4812.50 crore and Canara Bank has contributed
₹481.25 crore respectively. The total loans sanctioned as on 31.03.2021 is ₹31413.8 crore and disbursed is ₹11308.06 crore.
HEFA has disbursed ₹3678 crore of loans to different institutions during FY 2020-21 and Bank has received ₹36.78 crore of
Management Fee.

Regional Rural Banks (RRBS)

As at March 2021, the Bank had four sponsored RRBs, viz., Kerala Gramin Bank (KeGB) in Kerala, Karnataka Gramin Bank
(KaGB) and Karnataka Vikas Grameena Bank (KVGB) in Karnataka and Andhra Pragathi Grameena Bank (APGB) in Andhra
Pradesh.
Andhra Pragathi Grameena Bank (APGB)operates in 5 districts of Andhra Pradesh with 552 branches and 109 ATMs. Total
business of the Bank as at March 2021 is ₹36640 crore. (Deposits: ₹18431 crore, Advances: ₹18208crore)(Provisional Figures).
Kerala Gramin Bank (KeGB) operates in all 14 districts of Kerala with 634 branches & 320 ATMs. The total business of the
Bank as at March 2021 is ₹38607crore. (Deposits: ₹20150 crore, Advances: ₹18457 crore)(Provisional Figures).
Karnataka Gramin Bank (KaGB)operates in 21 districts of Karnataka with 1134 branches & 236 ATMs. The total business of
the Bank as at March 2021 is ₹55865crore. (Deposits: ₹31068crore, Advances: ₹24797crore) (Provisional Figures).
Karnataka Vikas Grameena Bank (KVGB)operates in 9 districts of Karnataka with 629 branches & 76 ATMs. The total
business of the Bank as at March 2021 is ₹27818crore. (Deposits: ₹16100crore, Advances: ₹11718crore) (Provisional Figures).
Aggregate business of the RRBs increased to ₹1,58,930 crore as at March 2021 (Provisional Figures) with a y-o-y growth of
9.45 % comprising Deposits of ₹85,749 crore and Advances ₹73,181 crore. Through the Bank’s infrastructure support, the
RRBs are extending facilities, like, ATM cum Debit Card services and installed 741 ATMs/Cash Dispenser as at March 2021.
The sponsored RRBs are 100% CBS compliant and are ahead of their peer RRBs under technology front by extending IT based
products, like Internet Banking, Mobile Banking, RuPay Debit Card services and also Aadhaar enabled services and
remittance facilities through NEFT/RTGS to their customers. The RRBs have put in place Cheque truncation system and e-
KYC technology.

CORPORATE SOCIAL RESPONSIBILITY

Following the founding principles and century old tradition, the Bank is engaged in varied Corporate Social Responsibility
(CSR) activities. CSR initiatives of the Bank are multifarious, covering activities like training unemployed rural youth,
scholarship to meritorious SC/ST Girl students, repair of schools and providing of other infrastructural facilities to needy
educational institutes, providing primary health care, drinking water, community development, empowerment of women,
environment protection, swatch Bharat and other social initiatives. A few social initiatives are outlined below.

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 Cumulatively, the Bank has sponsored/ co-sponsored 78 training institutes, which have trained more than 10.93 lakh
unemployed youth so far, with a settlement rate of 73%.
 The Bank has donated 4 hi-tech, custom- built, solar powered ‘Retail Mobile Marketing Van’ to assist women
entrepreneurs, SHGs and artisans to market their products.
 Canara VidyaJyothi Scholarship scheme to meritorious SC/ST Girl Students. During FY 2020-21, 7606 students have been
benefitted utilizing a total amount of ₹2.89 crore.
 Financial assistance for combating poverty & malnutrition to persons with disability (PWD), homeless and people effected
by floods & Pandemic COVID-19 for supporting to lead a better life.
 During the difficulties of COVID-19 situation, the Bank has taken efforts to ensure that the difficulties faced by the
general public are redressed to the maximum extent possible.
 Providing of Food packets, groceries, Medical Kits, Distribution of Blankets Ambulance van are among the few activities
that were being organized.
 Under CSR the Circles have also organized various activities as mentioned above.
 Bank has also assisted Differentially abled people by providing Wheel Chairs, tricycles, Walking sticks etc.,
 Bank also provided financial support for the welfare of Ex-service men.
 Families of COVID-19 victims were identified and they were provided with financial assistance.
 During the FY 2020-21, under the Sustainable & Development Corporate Social Responsibility (SD&CSR) initiatives of the
Bank, the Bank has spent to the tune of ₹24.71 crore to various sectors like Skill development, Financial Inclusion, Women
Empowerment activities, Education, Environment protection, Health, Poverty & Nutrition, Person with Disability, Rural
Development, Swatch Bharat, & Sports & other Sectors.

Visits by Parliamentary Committee

During the year 2020-21, Standing Committee on Urban Development (2020-21) and National Commission for Backward
Classes, conducted Study Visits and reviewed our Bank’s performance.
AWARDS/ACCOLADES & ACHIEVEMENTS:
 In IBA’s 16th Annual Banking Technology Awards, Canara Bank received Joint Runner-up award for Best Payment Initiatives.
 Canara Bank received Finnoviti 2021 award for Integration of Govt Scheme Demat Trading Insurance.
 Public Relations Council of India has given bronze award for our in-house Magazine Shreyas under House Journal – Print
(English) category.
 In 59th ABCI Annual Awards, Canara Bank’s in-house Magazine “Canara Jyothi” has received awards under “Indian Language
Publication” and “special column (language)” categories.
 Canara Bank has received “Award of par Excellence” in APY Big Believers 3.0 (ABB) organised by PFRDA.
 Canara Bank has received “Exemplary Award” from PFRDA for achievement under Atal Pension Yojana “Old Age Financial
Freedom Fighters”.
 Canara Bank has received “Certificate of Excellence – Amazing Achievers of APY” from PFRDA.

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CHANGE IN DIRECTOR, INCLUDING MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR

Sl No. Name Designation Designation Date of Appointment Date of Cessation
1 Shri T N Manoharan Chairman 14.08.2018 13.08.2020
2. Shri S Krishnan Executive Director 01.04.2020 03.09.2020
3. Shri MatamVenkata Rao Executive Director 09.10.2017 28.02.2021
4. Shri Debashish Mukherjee Executive Director 19.02.2018 10.02.2021
Extended till
10.02.2023
5. Shri K Satyanarayana Raju Executive Director 10.03.2021 09.03.2024
Board of Directors
(Appointment/Cessation of Directors during the year 2020-21)
Appointments:
Shri K Satyanarayana Raju was appointed as Executive Director w.e.f 10.03.2021, by the Central Government u/s 9 (3) (a)
of the Banking Companies (Acquisition and Transfer of Undertakings)Act, 1970 until further.
Cessations:
Shri T N Manoharanceased to be Chairman w.e.f 13.08.2020 upon completion of tenure.
Shri S Krishnan ceased to be Executive Director w.e.f. 03.09.2020 upon elevation to Managing Director and Chief Executive
Officer of Punjab & Sind Bank.
Shri MatamVenkata Rao ceased to be Executive Director w.e.f 28.02.2021 upon elevation to Managing Director and Chief
Executive Officer of Central Bank of India.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors, in preparation of the annual accounts for the year ended March 31, 2021, confirm the following:
 That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures.
 That they had selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial
year and of the profit or loss of the Bank for the period.
 That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of applicable laws governing banks in India for safeguarding the assets of the Bank and for preventing and
detecting fraud and other irregularities.
 That they had prepared the annual accounts on a going concern basis.
 Internal financial controls followed by the Bank are in accordance with guidelines and that such internal financial controls
are adequate and were operating effectively.
 The directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such
systems were adequate and operating effectively.
SECRETARIAL AUDIT FOR FINANCIAL YEAR 2020-21
Pursuant to the requirements of Regulation 24A of the SEBI (LODR) Regulations, 2015 & SEBI Circular
CIR/CFD/CMD1/27/2020 dated February 08, 2020, the Bank has appointed Mr. S. VISWANATHAN Practicing Company
Secretary (CP No. 5284) as the Secretarial Auditor for 2020-21 and their report addressed to the members of the Bank which
forms part of this Annual Report is attached as an annexure to the Board’s report.

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iii. Corporate Structure:

Organizational chart-

HEAD OFFICE ORGANISATIONAL STRUCTURE

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iv. RISK FACTORS

Investors should carefully consider the risks described below, together with the risks described in
the other sections of this Placement Memorandum before making any investment decision relating
to the Bonds. The occurrence of any of the following events could have a material adverse effect
on the Bank’s business including the quality of its assets, its liquidity, its financial performance,
its ability to implement its strategy and its ability to repay the interest or principal on the Bond in
a timely fashion or at all.
Before making an investment decision, prospective investors should carefully consider all of the
information contained in this Placement Memorandum, including the financial statements included
in this Placement Memorandum.

RISKS RELATING TO THE BANK’S BUSINESS

The Bank’s business is particularly vulnerable to interest rate risk, and volatility in interest
rates could adversely affect its net interest margin, the value of its fixed income portfolio,
its income from treasury operations and its financial performance.

The Bank could be adversely impacted by a rise in generally prevailing interest rates on deposits,
especially if the rise were to be sudden or sharp. If such a rise in interest rates were to occur, the
Bank’s net interest margin could be adversely affected because the interest paid by the Bank on its
deposits could increase at a higher rate than the interest received by the Bank on its advances and
other investments. The requirement that the Bank maintain a portion of its assets in fixed income
government securities could also have a negative impact on its treasury income because the Bank
typically earns interest on this portion of its assets at rates that are generally less favorable than
those typically received on its other interest-earning assets. In addition, other members of the
Group carrying on banking and / or lending operations are subject to similar risks.
The Bank is also exposed to interest rate risk through its treasury operations, its other Subsidiaries.
A rise in interest rates or greater interest rate volatility could adversely affect the Bank’s income
from treasury operations or the value of its fixed income securities trading portfolio. Sharp and
sustained increases in the rates of interest charged on floating rate home loans, which are a
material proportion of its loan portfolio, would result in extension of loan maturities and higher
monthly installments due from borrowers, which could result in higher rates of default in this
portfolio.

An increase in the Bank’s portfolio of NPAs and provisioning requirements mandated by the
RBI may adversely affect its business.

The Bank’s NPAs have generally been on the rise historically. The Bank’s NPAs may continue to
increase in the future and any significant increase in NPAs may have a material adverse effect on
the Bank’s financial condition and results of operations. The Bank’s NPAs can be attributed to
several factors, including increased competition, slow industrial and business growth in recent
years, high levels of debt involved in financing of projects, and significant borrowings by companies
in India at relatively high interest rates.
Although the Bank’s loan portfolio includes loans to a wide range of businesses and industries,
financial difficulties experienced by the Bank’s customers or by particular sectors of the Indian
economy, such as the infrastructure sector, the real estate sector and the agriculture sector, to
which the Bank has significant exposure, could significantly increase the Bank’s level of NPAs and
materially and adversely affect its business, future financial performance. Economic downturns
experienced in priority sectors would likely have a material and direct adverse effect on the Bank’s
NPA levels.
There can be no assurance that the percentage of NPAs that the Bank will be able to recover will
be similar to the Bank’s past experience of recoveries of NPAs. The Bank’s retail loan portfolio has
grown over the years, but there is limited data on historical loss ratios in retail loans, especially in
the event of an economic slowdown. Furthermore, the global economic slowdown, inconsistent
industrial growth and the impact of global and Indian economic conditions on equity and debt
markets may also lead to an increase in the level of NPAs in the Bank’s corporate loan portfolio.

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While the Bank has already made provisions for NPAs, there can also be no assurance that the RBI
will not further increase provisioning requirements in the future. Any future increases in provisions
mandated by the RBI or other regulatory changes could lead to an adverse impact on the Bank’s
business and future financial performance.

The Bank is required to maintain its capital adequacy ratio at the minimum level required by
the RBI for Indian banks. There can be no assurance that the Bank will be able to maintain
this ratio in the future

The RBI required Indian banks to maintain a minimum Tier I capital adequacy ratio and a minimum
risk weighted total capital adequacy ratio under the Basel III framework. The Bank is also required
to maintain an additional buffer in the form of CET 1. The Bank is exposed to the risk of the RBI
increasing the applicable risk weight for different asset classes from time to time. There can be no
assurance that the Bank will be able to maintain this ratio in the future.
In addition, there can be no assurance that the GoI will provide additional capital infusions or that
the Bank will be able to raise adequate additional capital from other sources in the future on terms
favorable to it or at all. Moreover, if the Basel Committee on Banking Supervision (the “Basel
Committee”) releases additional or more stringent guidance on capital adequacy norms which are
given the effect of law in India in the future, the Bank may be forced to raise or maintain
additional capital in a manner which could materially adversely affect its business, financial
condition and results of operations.

The level of restructured loans in the Bank’s portfolio may increase and the failure of its
restructured loans to perform as expected could affect the Bank’s business

The Bank’s assets include restructured standard loans. As a result of slowing economic activity and
the limited ability of corporations to access capital due to volatility in global markets, there has
been an increase in restructured loans in the banking system in the recent past, including within
the Bank’s portfolio. The loan portfolio of the Bank’s international branches and Subsidiaries also
includes foreign currency loans to Indian companies for their Indian operations as well as for their
international Private & operations, including cross border acquisitions. This exposes the Bank to
specific additional risks including the failure of the acquired entities to perform as expected and
the Bank’s inexperience in various aspects of the economic and legal framework in international
jurisdictions. Furthermore, the quality of the Bank’s long-term project finance loan portfolio may
be adversely impacted by several factors. Economic and project implementation challenges, in
India and internationally, could result in additions to restructured loans and the Bank may not be
able to control or reduce the level of restructured loans in its project and corporate finance
portfolio.
The Bank restructures assets based on a borrower’s potential to restore its financial health.
However, certain assets classified as restructured may subsequently be classified as delinquent or
non-performing in the event a borrower fails to restore its financial viability and honor its loan
servicing commitments to the Bank. There can be no assurance that the debt restructuring criteria
approved by the Bank will be adequate or successful and that borrowers will ultimately be able to
meet their obligations under restructured loans.
The combination of changes in regulations regarding restructured loans, provisioning, and any
substantial increase in the level of restructured assets and the failure of these structured loans to
perform as expected could materially adversely affect the Bank’s business and future financial
performance.

The Bank is exposed to various industry sectors. Deterioration in the performance of any of
these industry sectors where the Bank has significant exposure may adversely impact the
Bank’s business

The Bank is exposed to risk of significant deterioration in the performance of a particular sector
which may be driven by events not within the Bank’s control. For instance, regulatory action or
policy announcements by the GoI or state government authorities, may adversely impact the ability

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of borrowers in that industry to service their debt obligations to the Bank. While the Bank’s
portfolio contains loans to a wide variety of businesses, there can be no assurance that financial
difficulties in any of these industrial sectors will not increase the level of NPAs and restructured
assets, and will therefore adversely affect the Bank’s business and its future financial performance.

If the Bank fails to maintain desired levels of customer deposits or loans, its business
operations may be materially and adversely affected

Customer deposits are the Bank’s primary source of funding. However, many factors affect the
growth of deposits, some of which are beyond the Bank’s control, such as economic and political
conditions, availability of investment alternatives and retail customers’ changing perceptions
toward savings. For example, retail customers may reduce their deposits and increase their
investment in securities for a higher return, while SMEs and mid-corporate customers may reduce
their deposits in order to fund projects in a favorable economic environment. In the event of a
decrease in deposits, the Bank may be required to pay higher interest rates to attract deposits,
which could adversely affect the Bank’s performance. If the Bank fails to maintain its desired level
of deposits, the Bank’s liquidity position, financial condition and results of operations may be
materially and adversely affected. In such an event, the Bank may need to seek more expensive
sources of funding, and it is uncertain whether the Bank will be able to obtain additional funding on
commercially reasonable terms as and when required. The Bank’s ability to raise additional funds
may be impaired by factors over which it has little or no control, such as deteriorating market
conditions or severe disruptions in the financial markets.
Conversely, the Bank may not be able to reduce its deposits if it experiences surplus liquidity. The
Bank must find ways to lend surplus funds to existing or new borrowers in order to earn interest
income and protect its net interest margin. If the Bank cannot secure sufficient loan volumes or
earn sufficient interest on its lending, due to economic conditions or other factors, its ability to
earn income and maintain and increase its net interest margin may be materially adversely
affected.

The Bank may experience delays in enforcing its collateral when borrowers default on their
obligations to the Bank, which may result in failure to recover the expected value of
collateral security, exposing it to a potential loss

A substantial portion of the Bank’s loans to corporate customers are secured by real assets,
including property, plant and equipment. The Bank’s loans to corporate customers also include
working capital credit facilities that are typically secured by a first charge on inventory,
receivables and other current assets. In some cases, the Bank may have taken further security of a
first or second charge on fixed assets and a pledge of financial assets including marketable
securities, corporate guarantees and personal guarantees. A substantial portion of the Bank’s loans
to retail customers is also secured by the financed assets, predominantly property and vehicles.
Although the Bank’s loans are typically adequately collateralized, an economic downturn could
result in a fall in the values of relevant collateral for the Bank.
In India, foreclosure on immovable property generally requires a written petition to an Indian court
or tribunal. An application, when made, may be subject to delays and administrative requirements
that may result, or be accompanied by, a decrease in the value of the immovable property.
Security created on shares of a borrower can be enforced without court proceedings. However,
there can be delays in realization in the event that the borrower challenges the enforcement in an
Indian court. The Bank may not be able to realize the full value on its collateral as a result of,
among other factors, delays in bankruptcy and foreclosure proceedings, any defects in the
registration of collateral and any fraudulent transfers by borrowers. A failure to recover the
expected value of collateral security could expose the Bank to a potential loss. Any unexpected
losses could adversely affect the Bank’s business and its future financial performance.

Significant fraud, system failure or calamities would disrupt the Bank’s revenue generating
activities in the short-term and could harm its reputation and adversely impact its revenue-
generating capabilities.

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The Bank’s business is highly dependent on its ability to efficiently and reliably process a high
volume of transactions across numerous locations and delivery channels. It places heavy reliance on
its technology infrastructure for processing this data and therefore ensuring system security and
availability is of paramount importance. The Bank’s systemic and operational controls may not be
adequate to prevent adverse impact from frauds, errors, hacking and system failures. A significant
system breakdown or system failure caused due to intentional or unintentional acts would have an
adverse impact on the Bank’s revenue-generating activities and lead to financial loss.
The Bank’s reputation could be adversely affected by fraud committed by employees, customers or
outsiders, or by its perceived inability to properly manage fraud-related risks. The Bank’s inability
or perceived inability to manage these risks could lead to enhanced regulatory oversight and
scrutiny.
The Bank has established a geographically remote disaster recovery site to support critical
applications, and it believes that it will be able to restore data and resume processing. However, it
is possible the disaster recovery site may also fail or it may take considerable time to make the
system fully operational and achieve complete business resumption using the alternate site.
Therefore, in such a scenario, where the primary site is completely unavailable, there may be
significant disruption to the Bank’s operations, which could materially adversely affect its
reputation and financial condition.

The Bank has a large portfolio of government securities that may limit its ability to deploy
funds in higher yield investments.

As a result of reserve requirements under applicable laws in India, the Bank is more structurally
exposed to interest rate risk than banks in many other jurisdictions. Under applicable RBI
regulations, the Bank’s liabilities are subject to the SLR requirement, which requires that a
minimum specified percentage of a bank’s net demand and term liabilities be invested in approved
securities. The SLR requirements are subject to increase by the RBI in order to curb inflation or
absorb excess liquidity. The Bank earns interest on such government securities at rates which are
less favorable than those which it typically receives in respect of its retail and corporate loan
portfolio, and this adversely impacts the Bank’s net interest income and net interest margin. In
addition, the market and accounting value of such securities could be adversely affected by overall
rising interest rates.
Although many of these government securities are short-term in nature, the market value of the
Bank’s holdings could decrease if interest rates increase. In such cases, the Bank may have to
choose between liquidating its investments and incurring losses, or holding the securities and
potentially being required to recognize an accounting loss upon marking to market the value of
such investments, and either outcome may adversely impact its financial condition

The Bank is subject to credit, market and liquidity risk which may have an adverse effect on
its credit ratings and its cost of funds

To the extent any of the instruments and strategies the Bank uses to hedge or otherwise manage its
exposure to market or credit risk are not effective, the Bank may not be able to mitigate
effectively its risk exposures, in particular to market environments or against particular types of
risk. The Bank’s balance sheet growth will be dependent upon economic conditions, as well as upon
its determination to sell, purchase, securitize or syndicate particular loans or loan portfolios. The
Bank’s trading revenues and interest rate risk exposure are dependent on its ability to properly
identify, and mark to market, changes in the value of financial instruments caused by changes in
market prices or rates. The Bank’s earnings are dependent upon the effectiveness of its
management of migrations in credit quality and risk concentrations, the accuracy of its valuation
models and its critical accounting estimates and the adequacy of its allowances for loan losses. To
the extent its assessments, assumptions or estimates prove inaccurate or not predictive of actual
results, the Bank could suffer higher than anticipated losses. The successful management of credit,
market and operational risk is an important consideration in managing its liquidity risk because it
affects the evaluation of its credit ratings by rating agencies. Rating agencies may reduce or

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indicate their intention to reduce the ratings at any time. The rating agencies can also decide to
withdraw their ratings altogether, which may have the same effect as a reduction in its ratings. Any
reduction in the Bank’s ratings (or withdrawal of ratings) may increase its borrowing costs, limit its
access to capital markets and adversely affect its ability to sell or market its products, engage in
business transactions, particularly longer-term and derivatives transactions, or retain its customers.
This, in turn, could reduce its liquidity and negatively impact its operating results and financial
condition.

If the Bank is unable to adapt to rapid technological changes, its business could suffer.
Implementation of new information technology systems may result in technical difficulties

The Bank’s future success will depend in large part on its ability to respond to technological
advances and to emerging banking industry standards and practices on a cost-effective and timely
basis. The development and implementation of such technology entail significant technical and
business risks. There can be no assurance that the Bank will successfully implement new
technologies effectively or adapt its transaction processing systems to meet customer requirements
or emerging industry standards. Such technology updates may result in significant costs of the Bank.
If the Bank is unable, for technical, legal, financial or other reasons, to adapt in a timely manner to
changing market conditions, customer requirements or technological changes, its business and the
future financial performance of the Bank could be materially affected.
As the Bank implements additional IT platforms which become integral to the Bank’s product
offering, unforeseen technical difficulties may cause disruption in the Bank’s operations. The Bank
has significantly upgraded its technology infrastructure in the recent past. The Bank has, in the
past, experienced disruptions such as the disruption of uploading of bulk transactions for a day.
Such disruptions could significantly affect the Bank’s operations and quality of its customer service
and could result in business and financial losses. As the Bank’s risk management systems evolve and
as its operations become more reliant upon technology to manage and monitor its risk, any failure
or disruption could materially and adversely affect its operations and financial position.

Any inadequacy in complying with the regulatory requirements and standards specified by
regulatory authorities in the various jurisdictions in which the Bank operates may attract
penalties or other punitive action against the Bank

The international branches of the Bank are required to ensure compliance with applicable
regulatory requirements and standards applicable to such operations in the relevant jurisdiction.
These requirements include monitoring systems and controls, risk management infrastructure and
processes and other related regulatory requirements. The failure to introduce any such measures,
infrastructure or processes in a timely manner may lead to regulatory action including potential
penalties and other punitive measures. Any adverse action initiated by such international regulatory
authorities may adversely affect the Bank’s business, financial performance and reputation.

The Bank is exposed to fluctuations in foreign exchange rates which could adversely affect
the Bank’s business and future financial performance.

As a financial institution with operations in various countries, the Bank is exposed to significant
exchange rate risks. The Bank complies with regulatory limits upon its unhedged foreign currency
exposure by making foreign currency loans on terms that are generally similar to its foreign
currency borrowings and thereby transferring the foreign exchange risk to the borrower or through
active use of cross-currency swaps and forwards to generally match the currencies of its assets and
liabilities. However, the Bank is exposed to fluctuations in foreign currency rates for its unhedged
exposure. Any adverse movement in foreign currency exchange rates may also impact the Bank’s
borrowers adversely, which may in turn impact the quality of its exposure to these borrowers.

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Volatility in foreign exchange rates could adversely affect the Bank’s business and future financial
performance.

There are operational risks associated with the banking and financial services industry which
may have an adverse impact on the Bank’s business.

The Bank, like all financial institutions, is exposed to many types of operational risks, including the
risk of fraud or other misconduct by employees or outsiders, unauthorized transactions by
employees and third parties (including violation of regulations for prevention of corrupt practices,
and other regulations governing its business activities), or operational errors, including clerical or
record keeping errors or errors resulting from faulty computer or telecommunications systems. The
Bank outsources some functions to other agencies, such as certain data entry, ATM management
and rural outreach bank correspondent functions. Given its high volume of transactions, certain
errors may be repeated or compounded before they are discovered and successfully rectified. In
addition, its dependence upon automated systems to record and process transactions may further
increase the risk that technical system flaws or employee tampering or manipulation of those
systems will result in losses that are difficult to detect. The Bank may also be subject to disruptions
of its operating systems arising from events that are wholly or partially beyond its control
(including, for example, computer viruses or electrical or telecommunication outages, cyber-
attacks, and natural calamities), which may give rise to a deterioration in customer service and to
loss or liability to the Bank. The Bank is further exposed to the risk that external vendors may be
unable to fulfill their contractual obligations to the Bank (or will be subject to the same risk of
fraud or operational errors by their respective employees as the Bank is), and to the risk that its (or
its vendors’) business continuity and data security systems prove not to be sufficiently adequate.
The Bank also faces the risk that the design of its controls and procedures may prove inadequate,
or are circumvented, thereby causing delays in detection or errors in information. Although the
Bank maintains a system of controls designed to keep operational risk at appropriate levels, like all
banks, the Bank has suffered losses from operational risk and there can be no assurance that the
Bank will not suffer losses from operational risks in the future that may be material in amount, and
its reputation could be adversely affected by the occurrence of any such events involving its
employees, customers or third parties.

The Bank’s hedging strategies and other risk management techniques may not be fully effective in
mitigating its risk exposure in all market environments or against all types of risks, including risks
that are unidentified or unanticipated. Some methods of managing risk are based upon observed
historical market behavior. As a result, these methods may not predict future risk exposures, which
could be greater than the historical measures indicated. Other risk management methods depend
upon an evaluation of information regarding markets, clients or other matters. This information
may not in all cases be accurate, complete, up to date or properly evaluated. Management of
operational, legal or regulatory risk requires, among other things, policies and procedures to
properly record and verify a large number of transactions and events. Although the Bank has
established these policies and procedures, these policies may not be fully effective, which could
adversely affect the Bank’s business or result in losses.
In addition, although the Bank maintains insurance coverage for certain risks, there can be no
assurance that if the Bank suffers material losses, Bank’s insurance arrangements will be sufficient
to cover those losses. If the Bank’s losses are more than the Group’s insurance coverage or cannot
be recovered through insurance, Bank’s business and results of operations could be materially
adversely affected.

The Group may not be able to renew or maintain its statutory and regulatory permits and
approvals required to operate its business.

The Group is required to obtain various statutory and regulatory permits and approvals to operate
its business which requires the Group to comply with certain terms and conditions to continue its
banking operations. In the event that it is unable to renew or maintain such statutory permits and
approvals or comply with any or all of these terms and conditions, or seek waivers or extensions of
time for complying with these terms and conditions, may result in the interruption of all or some of

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the Group’s operations, imposition of penalties and could materially and adversely affect its
business, financial results and reputation.

The Bank is involved in various litigation matters. Any final judgment awarding material
damages against the Bank could have a material adverse impact on its future financial
performance

The Bank is involved in certain litigation matters in the ordinary course of its business. These
matters generally arise because the Bank seeks to recover from borrowers or because customers
seek counter claims against it. Although it is the Bank’s policy to make provisions for probable loss,
the Bank does not make provisions or disclosures in its financial statements where its assessment is
that the risk is insignificant. The Bank cannot guarantee that the judgments in any of the litigation
in which the Bank is involved would be favorable to it and if its assessment of the risk changes, its
view on provisions will also change. Increased provisioning for such potential losses could have a
material adverse effect on the Bank’s results of operations and financial condition. If the Bank’s
provisioning is inadequate relative to actual losses on final judgment, such additional losses could
have an adverse impact on the Bank’s business.

RISK RELATED TO UNAUDITED FINANCIAL INFORMATION

This Placement Memorandum includes unaudited financial information, which has been
subjected to limited review, in relation to the Bank. Reliance on such information should,
accordingly, be limited.

This Placement Memorandum includes the Q2 of FY 2022 Unaudited Financial Results, for the
quarter ended September 30, 2021, in respect of which the Auditors have issued their review report
dated October 26, 2021. For further details in relation to Q2 of FY 2022 Unaudited Financial
Results, please refer to page no. 57 of this Placement Memorandum. Any financial results published
in the future may not be consistent with past performance. Accordingly, prospective investors
should rely on their independent examination of our financial position and results of operations,
and should not place undue reliance on, or base their investment decision solely on the financial
information included in this Placement Memorandum.

RISK RELATING TO THE BONDS

All Bonds being offered under this Placement Memorandum are unsecured and the RBI
prescribes certain restrictions in relation to the terms of these Bonds

All Bonds being issued under this Placement Memorandum are unsecured in nature. The claims of
the Bondholders shall (i) be superior to the claims of investors in equity shares and perpetual non-
cumulative preference shares issued by the Bank; (ii) be subordinated to the claims of all
depositors, general creditors and subordinated debt of the Bank other than any subordinated debt
qualifying as Additional Tier 1 Capital; (iii) neither be secured nor covered by any guarantee of the
Issuer or its related entity or other arrangement that legally or economically enhances the seniority
of the claim vis -à-vis creditors of the Bank; (iv) Unless the terms of any subsequent issuance of
bonds/debentures by the Bank specifies that the claims of such subsequent bond holders are senior
or subordinate to the Bonds issued under this Placement Memorandum or unless the RBI specifies
otherwise in its guidelines, the claims of the Bondholders shall be pari passu with claims of holders
of such subsequent debentures/bond issuances of the Bank; (v) rank pari passu without preference
amongst themselves and other Additional Tier 1 Bonds issued for inclusion in Additional Tier 1
Capital. The Bonds are not redeemable at the option of the Bondholders or without the prior
consent of RBI.

The Bonds (including all claims, demands on the Bonds and interest thereon, whether accrued or
contingent) are issued subject to loss absorbency features applicable for non-equity capital
instruments issued in terms of Basel III Guidelines including in compliance with the requirements of

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Annex 4 thereof and are subject to certain loss absorbency features as described herein and
required of Additional Tier 1 capital instruments at the Pre-Specified Trigger level and at the Point
of Non Viability as provided for in Annex 16 of the Basel III Guidelines as amended from time to
time.

The Bonds may be subject to write off on the occurrence of a PONV Trigger Event or a CET1
Trigger Event

The RBI Basel III circular include a requirement that these bonds may be written-off, in whole or in
part, upon the occurrence of the following trigger events: (i) Pre-Specified Trigger Level; and (ii)
Point of Non-Viability (“PONV”).
If the Common Equity Tier 1 of the Bank falls below 6.125% of risk weighted assets (“RWA”), each
of the trigger levels referred to hereinabove is called the “Pre-Specified Trigger Level”. A write-off
of the Bonds may have the following effects:
a) reduce the claim of the Bond in liquidation;
b) reduce the amount to be re-paid on the Bond when call is exercised;
c) partially or fully reduce Coupon payments on the Bond.
Bondholders may lose all or some of their investment as a result of a Write-Down. During the period
of any Write-Down, interest will accrue on the outstanding face value of the Bonds, which shall be
lower than their issued face value.
The write-down of any Common Equity Tier 1 capital shall not be required before a write-down of
any AT1 instruments (including the Bonds). The Bank shall have full discretion to determine the
amount of AT1 Instruments (including the Bonds) to be written down. The Bank shall have the
discretion to write-down the Bonds multiple times in case the Bank hits Pre-Specified Trigger Level
subsequent to the first write-down. The Bonds which have been written off can be written up
(partially or full) at the absolute discretion of the Bank and subject to compliance with RBI
instructions (including permission, consent if any). There can be no assurance that the Issuer will,
or will be able to, exercise its discretion to reinstate any principal amount of Bonds which has been
Written-Down.
In addition to the above, the Bonds can be permanently written down upon the occurrence of the
PONV Trigger (as per the section “Write-down on PONV Trigger Event” below). PONV trigger event
shall be as defined in the Basel III Guidelines and shall be determined by the RBI. In the event of a
Write-Down, investors may lose the entire amount of their investment in these Bonds. In the event
that a PONV Trigger Event or Pre-Specified Trigger Level occurs, all or some of the rights of holders
of Bonds and the receipts and coupons relating to them shall be subject to Write-Down. This may
not result in the same outcome for Bondholders as would have occurred upon the occurrence of any
winding-up proceedings of the Bank.
It will be difficult to predict when, if at all, a principal write-down of Bonds will occur. The RBI has
provided limited guidance as to how it would determine non-viability. It is possible that the RBI’s
position on these matters may change over time. Non-viability may be significantly impacted by a
number of factors, including factors which affect the business, operation and financial condition of
the Bank. For instance, systemic and non-systemic macroeconomic, environmental and operational
factors, domestically or globally, may affect the viability of the Bank. Accordingly, trading behavior
in respect of these Bonds may not follow the trading behavior associated with other types of
securities. Potential investors in these Bonds should consider the risk that a holder may lose all of
its investment, including the principal amount plus any accrued interest, if such regulatory loss
absorption measures are acted upon.
Furthermore, there can be no assurance that RBI will not further amend the existing guidelines.
There can be no assurance that SEBI will not impose further restriction on these Bonds. Further
changes in law and guidelines after the date hereof may affect the rights of holders of the Bonds as
well as the market value of the Bonds.

Coupon on the Bonds are not cumulative. Coupons may be cancelled at the Bank’s discretion
and must not be paid in certain circumstances.

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Coupon on these Bonds are discretionary and non-cumulative. The Bank may elect at its full
discretion not to pay and, in the circumstances outlined below, must not pay, all or some of the
interest falling due on these Bonds on any Coupon Payment Date. Any coupon not so paid on any
such Coupon Payment Date shall be cancelled and shall no longer be due and payable by the Bank.
A cancellation of coupon pursuant to Coupon Discretion of the Summary Term Sheet does not
constitute a default under these Bonds for any purpose.
Further, pursuant to Coupon Discretion of Summary Term Sheet, the Bank may only pay coupon on
the Additional Tier 1 Notes to the extent that such payment of coupon is permitted to be paid
under the RBI Guidelines. Where the current year’s profits are not sufficient and such payment
needs to be made out of revenue reserves, such payments are subject to the Bank meeting its
minimum regulatory capital requirements at all times including the requirements of capital buffer
frameworks (i.e. capital conservation buffer, countercyclical capital buffer and Domestic
Systemically Important buffers) as set out in the RBI Guidelines. A failure to meet these
requirements will result in a mandatory cancellation of coupon payments.
Coupon Discretion of the Summary Term Sheet sets out the circumstances in which the Bank is
required to cancel coupon payments on these Bonds pursuant to the RBI Guidelines. Investors
should be aware that any change to the RBI Guidelines requiring the Bank to cancel coupon
payments in other or additional circumstances could be complied with by the Bank through its
general discretion to cancel coupon payments under Coupon Discretion.
In addition, if the Bank’s total Common Equity Tier 1 capital does not exceed the amount required
to fulfil its capital buffer requirement (including the capital conservation buffer and any
countercyclical capital buffer and D-SIBs buffer), the Bank will be required to conserve a
percentage of its earnings (including through cancellation of coupon payments on these Bonds)
Any actual or anticipated cancellation of coupon on these Bonds will likely have an adverse effect
on the market price of these Bonds. In addition, as a result of the coupon cancellation provisions of
the Additional Tier 1 Bonds, the market price of the Additional Tier 1 Bonds may be more volatile
than the market prices of other debt securities on which interest accrues that are not subject to
such cancellation and may be more sensitive generally to adverse changes in the Bank’s financial
condition.

These Bonds have no fixed maturity date and investors have no right to call for redemption of
the Bonds.

These Bonds are perpetual unless the Bank elects to redeem these Bonds to the extent allowed by
the Summary Term Sheet of this Placement Memorandum and the applicable RBI Guidelines.
Accordingly, these Bonds have no fixed final redemption date. In addition, holders of these Bonds
have no right to call for the redemption of these Bonds. Although the Bank may redeem the Bonds
at its option on the Call Option Date or at any time following the occurrence of certain tax and
regulatory events, there are limitations on redemption of the Additional Tier 1 Bonds, including
obtaining the prior written approval of the RBI and satisfaction of any conditions that the RBI and
other relevant authorities may impose at the time of such approval.
There is no assurance that the holders of these Bonds will be able to reinvest the amount received
upon redemption at a rate that will provide the same rate of return as their investment in these
Bonds. Potential investors should consider re-investment risk in light of other investments available
at that time.

Decisions may be made on behalf of all Bondholders that may be adverse to the interests of
individual Bondholders

The terms and conditions of the Bonds contain provisions for calling meetings of Bondholders to
consider matters affecting their interests generally. These provisions permit defined majorities to
bind all Bondholders, including Bondholders who did not attend and vote at the relevant meeting
and Bondholders who voted in a manner contrary to the majority.

There is no assurance that the Bonds to be issued under this Placement Memorandum will not
be downgraded

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The Rating agencies i.e. CRISIL and India Ratings have rated the Bonds to be issued under this
Placement Memorandum. In the event of deterioration of the financial health of the Issuer or due
to other reasons, the rating of the Bonds to be issued under this Placement Memorandum may be
downgraded. In such a scenario, Bond holders may incur losses on their investment.

There is no assurance that the Bonds issued pursuant to this Issue will be listed on Stock
Exchanges in a timely manner, or at all.

In accordance with Indian law and practice, permissions for listing and trading of the Bonds issued
pursuant to this Issue will not be granted until after the Bonds have been issued and allotted.
Approval for listing and trading will require all relevant documents to be submitted and carrying
out of necessary procedures with the stock exchanges. There could be a failure or delay in listing
the Bonds on the Stock Exchanges for reasons unforeseen.

There may be no active market for the Bonds on the platform of the Stock Exchanges. As a
result, the liquidity and market prices of the Bonds may fail to develop and may accordingly
be adversely affected.

Any issue of Bonds carried out hereunder will be a new issue of bonds and the Bonds have no
established trading market. There is no assurance that a trading market for the Bonds will exist and
no assurance as to the liquidity of any trading market. Although an application will be made to list
the Bonds on the NSE and/or BSE, there can be no assurance that an active market for the Bonds
will develop, and if such a market were to develop, there is no obligation on us to maintain such a
market. The liquidity and market prices of the Bonds can be expected to vary with changes in
market and economic conditions, Bank’s financial condition and prospects and other factors that
generally influence market price of such instruments. Such fluctuations may significantly affect the
liquidity and market price of the Bonds, which may trade at a discount to the price at which you
purchase the Bonds.

The Bonds are not guaranteed by the Government of India

The Bonds are not the obligations of, or guaranteed by, the Government. Although the Government
own
majority of the Bank’s issued share capital as of the date of this Placement Memorandum, the
Government is not providing a guarantee in respect of the Bonds. In addition, the Government is
under no obligation to maintain the solvency of the Bank. Therefore, investors should not rely on
the Government ensuring that the Bank fulfils its obligations under the Bonds.

We are not required to and will not create or maintain a Debenture Redemption Reserve (DRR)
for the Bonds issued under this Placement Memorandum.

As per the Ministry of Companies Affairs GOI Notification dt.31.03.2014 and Companies (Share
Capital and Debentures) Rules 2014 no debenture redemption reserve is required for debentures
issued by Banking Companies for both public as well as privately placed debentures.

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v. Key Operational And Financial Parameters for the last three audited years & Reviewed
Financial Results as on 30.09.2021
(*Figures related to standalone Canara Bank financials for pre-amalgamation for the period ended
31.03.2020)

a. Standalone:

(Rs in crores)
Parameters FY 19 FY 2020 FY 2021 30.09.2021
6M
Net Worth 26179.66 28968.6 39814.26 46437.93
Total Debt : of which 640025.56 668112.94 1060858.14 1107649.82
Non-Current Maturities of Long Term Borrowings 19664.88 20096.06 35049.50 40727.62
Short Term Borrowing 21327.41 20045.71 12004.06 32385.64
Current Maturities of Long Term Borrowings 240.30 2620.00 2930.00 2000.00
Net Fixed Assets 8410.23 8276.29 11206.53 11081.65
Non Current Assets 405886.94 423814.92 713166.86 7,18,836.58
Cash and Cash Equivalents 66152.69 68271.47 178408.04 202602.97
Current Investments 22113.60 36575.85 31121.87 41455.02
Current Assets 288879.75 300059.83 440508.18 480296.08
Current Liabilities 305877.27 299966.95 470543.28 459386.09
Assets Under Management NA NA NA NA
Off Balance Sheet Assets NIL NIL NA NA
Interest Income 46810.34 48934.99 69239.79 33848.06
Interest Expense 32332.22 35811.08 45177.62 21414.92
Provisioning & Write-offs 10243.85 11595.54 17451.69 8574.44
PAT 347.02 (2235.72) 2557.58 2510.08
Gross NPA (%) 8.83 8.21 8.93 8.42
Net NPA (%) 5.37 4.22 3.82 3.21
Tier 1 Capital Adequacy Ratio (%) 9.04 10.12% 10.08% 11.41
Tier 2 Capital Adequacy Ratio (%) 2.86 3.53% 3.10% 2.96

b. Consolidated:
(Rs in crores)
Parameters FY 19 FY 2020 FY 2021 30.09.2021
Net Worth 27686.52 30887.97 43344.83 49988.50
Total Debt : of which 640165.66 668170.09 1060997.82 1107847.41
Non-Current Maturities of Long Term Borrowings 19664.88 20096.06 35049.50 40,827.63
Short Term Borrowing 21377.76 20045.71 12033.30 32385.64
Current Maturities of Long Term Borrowings 240.30 2620.00 2930.00 2000.00
Net Fixed Assets 8432.78 8323.35 11271.17 11175.22
Non Current Assets 422178.53 440904.64 735980.3 747169.43

Cash and Cash Equivalents 66531.24 68589.82 178866.38 202947.00

Current Investments 22113.60 36575.85 33645.52 41455.02
Current Assets 289604.28 300535.63 443559.57 4,80,869.93
Current Liabilities 305988.07 300055.29 470667.80 4,59,611.39

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Parameters FY 19 FY 2020 FY 2021 30.09.2021

Assets Under Management NA NA NA NA
Off Balance Sheet Assets NIL NIL NA NA
Interest Income 46896.72 49758.75 70212.60 34404.43
Interest Expense 32338.69 35817.19 45182.50 21418.26
Provisioning & Write-offs 10276.89 11696.51 17490.37 8594.48
PAT 601.85 (1986.43) 2890.60 2548.94
Gross NPA (%) 8.87% 8.24% 8.94% 8.44
Net NPA (%) 5.37% 4.23% 3.82% 3.21
Tier 1 Capital Adequacy Ratio (%) 9.16% 10.21% 10.18% 11.50
Tier 2 Capital Adequacy Ratio (%) 2.83% 3.51% 3.09% 2.95

c. Gross Debt Equity Ratio of the Issuer

(Rs in crores)
Pre-Issue Post Issue of Bonds of
Particulars (As on Sept Rs 1500.00 Crores
30,2021) (During October 2021 Bank
raised Rs 1500 Crores and Rs
1000 Crores redeemed on
25.10.2021)
TOTAL LONG TERM DEBT * 29609.17 31609.17
Total Long Term Debt 29609.17 31609.17
SHAREHOLDERS’ FUNDS ** 46437.93 46437.93
Share Capital 1814.13 1814.13
Reserve & Surplus (excluding FCT 53717.79 53717.79
Revaluation Reserve
Net Worth 46437.93 46437.93
GROSS DEBT/ EQUITY RATIO 0.64 0.68
* Excludes Refinance (Domestic) and Borrowings from Banks (overseas)
** Includes Share Capital plus Reserve (Excluding Revaluation Reserve & FCT Reserve)
Minus Intangible Assets i.e. Deferred Tax Assets.

d. Details of any other contingent liabilities of the issuer based on the last audited financial
statements including amount and nature of liability

The details of contingent liabilities of the issuer on a standalone basis as on 30.09.2021 is

as follows:

Sr. No. Particulars Rs in crore

1 Claims against the bank not acknowledged as debts 19499.55

2 Liability for partly paid investments 0.44

3 Guarantees given on behalf of constituents –
a) in India 42804.77
b) Outside India 150.22
4 Liability on account of outstanding forward 305741.52
exchange contracts & currency options
5 Acceptances, endorsements and other obligations 23956.72

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6 Other items for which the bank is contingently 4510.42

liable/capital commitments
TOTAL 397026.54

The details of contingent liabilities of the issuer on a consolidated basis as on 30.09.2021 is

as follows:
Sr. No. Nature of Liability Rs in Crore
1 Claims against the bank not acknowledged as debts 19541.23
2 Liability for partly paid investments/ Venture Funds 0.44
3 Liability on account of outstanding forward exchange contracts 305742.04
4 Guarantees given on behalf of constituents 43353.05
(a) In India 43172.21
(b) Outside India 180.84
5 Acceptances, endorsements and other obligations 23956.72
6 Other items for which the bank is contingently liable 4674.20
Bill of Exchange Rediscounted
TOTAL 397267.70

vi. Project Cost and Means of Financing, in case of funding of new projects
The funds being raised by the Bank through present issue of Bonds are not meant for financing any
particular project. The Bank shall utilize the proceeds of the Issue for its regular business activities
and other associated business objectives such as discharging existing debt obligations which were
generally undertaken for business operations. The Bank has to shore up its Capital base to match the
growth in Assets and maintain level of CAR higher than the minimum level prescribed by RBI.

vii. Subsidiaries/Associates/Joint Ventures of the Bank

Nature of
NAME OF THE COMPANY CIN NUMBER LEI NUMBER Relationship
Canbank Computer
Services Ltd U85110KA1994PLC016174 NA Subsidiary

Canbank Venture Capital

Fund Ltd U85110KA1995PLC017248 NA Subsidiary

Canbank Securities Ltd U67120MH1996GOI097783 9845002C638CD83FC657 Subsidiary

Canfin Homes Ltd L85110KA1987PLC008699 335800EJ9Y3XDP5ZDH81 Associate

Canara Hsbc Obc Life
Insurance Company Ltd U66010DL2007PLC248825 213800FTUDKX8V8DYP74 Subsidiary
Canara Robeco Asset
Management Co Ltd U65990MH1993PLC071003 335800MMCMT4ZYJMM121 Subsidiary

Canbank Factors Ltd U85110KA1991PLC011960 335800BZ6I2IATJA2J81 Subsidiary

Canbank Financial Services
Ltd U85110KA1987PLC008381 NA Subsidiary
Higher Education Financing Joint
Agency U74999KA2017NPL103474 984500DB0605E5D5B063 Venture

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C. BRIEF HISTORY SINCE INCORPORATION WITH DETAILS OF ACTIVITIES INCLUDING

REORGANISATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE ,
(AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS ,IF ANY.

History of the Bank

Sri Ammembal Subba Rao Pai founded CANARA BANK (hereinafter referred to as “The Bank”) in 1906
at Mangalore in the name of Canara Permanent Hindu Fund. It became a Public Ltd. Company in
1910 and the name was changed to Canara Bank Ltd.

In July 1969, Canara Bank Ltd, along with 13 other major banks, was nationalized and is now a
Public Sector Bank constituted under the Banking Companies (Acquisition & Transfer of
Undertakings) Act, 1970. Under the provisions of the Banking Regulations Act, 1949, in addition to
the business of banking, the Bank can undertake the business as specified under Section 6 of the
above Act.

Changes in the Organizational Setup

The Bank brought out further changes in its organizational/operational set-up to facilitate smooth
functioning and effective results. The Organizational design and structure are continuously revisited
and studied to make inroads for further functional excellence.

The Bank has completely moved towards a 4 tier structure comprising Head Office, Circle Offices,
Regional Offices and Branches. The Organizational Structure has been reworked to enable better
execution of strategy and ensure smooth functioning. Our Bank has a network of 24 circle Offices,
176 Regional Offices and more than 10416 branches as at 31.03.2021, spread over all States &8
Union Territories of the country. Bank has also its presence overseas.

CAPITAL STRUCTURE OF THE BANK

i. Details of Share Capital as on September 30, 2021

(Rs. in crore)
Particulars Amount
1. SHARE CAPITAL
a. Authorized Equity Share Capital
300,00,00,000 Equity Shares of Rs.10/- each 3,000.00
b. Issued & Subscribed Equity Share Capital
1,81,41,30,252 Equity Shares of Rs.10/- each fully paid 1814.13
up
c. Paid-up Equity Share Capital
1,81,41,30,252 Equity Shares of Rs.10/- each fully paid 1814.13
up
Add: Amount of Equity Shares forfeited --
Total Paid-up Equity Share Capital 1814.13

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2. SHARE PREMIUM ACCOUNT

The Issue will not have any impact on the paid-up capital.

ii. Changes in the capital structure as on last quarter end, for the last five years:

Particulars of change Amount Date of change (AGM/ EGM)

(Rs. in crore)
Authorized Capital of the 3,000.00 By notification F. No. 11/4/2009-
Bank increased from
Rs. 1,500 crore to Rs. BOA dated November 27, 2009 of
3,000 crore Government of India
QIP Mode – During the 33.00 Date of AGM – 19.07.2010
month of March, 2011 (Issued and allotted 3.30 Allotment was made on :
Crore Equity Shares 15.03.2011
through QIP Mode at an
Issue price of Rs. 604/-)
Preferential Allotment to 18.26 Date of EGM – 30.12.2013
Government of India (allotment of 1,82,58,837 Date of Allotment - 31.12.2013
(Equity Shares) equity shares of Rs. 10/-
each)
Preferential Allotment to 13.94 Date of EGM – 27.03.2015
Government of India (allotment of 1,39,38,134 Date of Allotment - 31.03.2015
(Equity Shares) equity shares of Rs. 10/-
each)
Preferential Allotment to 40.00 Date of EGM – 30.04.2015
Life Insurance (allotment of 4,00,00,000 Date of Allotment – 12.05.2015
Corporation of India
equity shares of Rs. 10/-
each)
Preferential Allotment to 27.79 Date of EGM – 29.09.2015
Government of India (allotment of 2,77,94,083 Date of Allotment - 30.09.2015
(Equity Shares) equity shares of Rs. 10/-
each)
Rights Issue 54.29 Date of AGM – 26.07.2016
(allotment of 5,42,99,105 Date of Allotment - 27.03.2017
equity shares of Rs.10/-
each)
Preferential Allotment to 135.95 Date of EGM – 01.03.2018
Government of India (allotment of 13,59,54,616 Date of Allotment – 27.03.2018
equity shares of Rs. 10/-
each)
Canara Bank – Employee 20 Date of AGM – 26.07.2018

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Particulars of change Amount Date of change (AGM/ EGM)

(Rs. in crore)
Share Purchase Scheme (Allotment of 2 crore Date of Allotment – 06.02.2019
equity shares to eligible
employees of Rs.10 each)
Preferential Allotment to 276.98 Date of Allotment – 04.12.2019
Government of India (Allotment of
27,69,88,576 equity
shares of Rs 10/- each)
On account of Allotment of 42,32,68, Date of Allotment - 01.04.2020
amalgamation of 155 equity shares of Rs
Syndicate Bank into 10/- each on account of
Canara Bank w.e.f. amalgamation of
01.04.2020 Syndicate Bank into
Canara Bank w.e.f
01.04.2020
QIP Mode - During the 193.24 Date of AGM - 10.08.2020
month of December 2020 (Issued and allotted Allotment was made on :
19,32,36,714 Equity 11.12.2020
Shares of Rs 10/- each
through QIP Mode at an
Issue price of Rs.103.50)
QIP Mode - During the 167.39 Date of AGM - 03.08.2021
month of August 2021 (Issued and allotted Allotment was made on :
16,73,92,032 Equity 24.08.2021
Shares of Rs 10/- each
through QIP Mode at an
Issue price of Rs.149.35)

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iii. Equity Share Capital History of the Company as on the last quarter end, for the last five years:

Sl Date/Year of No of equity Face Issue price Consideration Nature of Cumulative share capital
No allotment share value (Rs) (Cash, Other Allotment
(Rs) than cash etc)
No of equity Equity Equity
share share share
capital (Rs. premium
In cr) (Rs. In cr)
1 14.12.2002 along 30,00,00,000 10.00 -- Held by --- 30,00,00,000 300.00 -----
with IPO allotment Government of
in the year 2002-03 India

2 14.12.2002( IPO 11,00,00,000 10.00 35.00 Initial Public IPO 41,00,00,000 410.00 275.00
2002-03) (to public) Officer (IPO)
Placement of
Equity Shares
3 15.03.2011(2010- 3,30,00,000 10.00 604.00 Qualified Allotment to 44,30,00,000 443.00 2235.20
11) Institutional QIBs
Placement
(QIP)
4 2013-14 1,82,58,837 10.00 273.84 Preferential Preferential 46,12,58,837 461.26 2716.94
Allotment to Allotment to
Government of GOI
India

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Sl Date/Year of No of equity Face Issue price Consideration Nature of Cumulative share capital
No allotment share value (Rs) (Cash, Other Allotment
(Rs) than cash etc)
No of equity Equity Equity
share share share
capital (Rs. premium
In cr) (Rs. In cr)
5 31.03.2015 (2014- 1,39,38,134 10.00 408.95 Preferential Preferential 47,51,96,971 475.20 3273.01
15) Allotment to Allotment to
Government of GOI
India
6 (June 2015 ) 2015- 4,00,00,000 10.00 380.08 Preferential Preferential 51,51,96,971 515.20 4753.33
16 Allotment to Allotment to
LIC of India / LIC of India /
Schemes of LIC Schemes of LIC
7 30.09.2015 (2015- 2,77,94,083 10.00 340.72 Preferential Preferential 54,29,91,054 542.99 5672.54
16) Allotment to Allotment to
Government of GOI
India
8 27.03.2017 5,42,99,105 10.00 207 Right Issue 59,72,90,159 597.29 6742.22
(2016-17)
9 27.03.2018 13,59,54,616 10.00 357.84 Preferential Preferential 73,32,44,775 733.24 11471.27
(2017-18) Allotment to Allotment to
Government of GOI

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Sl Date/Year of No of equity Face Issue price Consideration Nature of Cumulative share capital
No allotment share value (Rs) (Cash, Other Allotment
(Rs) than cash etc)
No of equity Equity Equity
share share share
capital (Rs. premium
In cr) (Rs. In cr)
India

10 06.02.2019 (2018- 2,00,00,000 10 186 Canara Bank – Allotment to 753.24 12008.54

19) (Issued at Employee Share Eligible 75,32,44,775
discount of Purchase Employees
33.33% = Scheme under Canara
Rs.92.64/S (Tranche-i) Bank Employee
hare Share
11 04.12.2019 (2019- 27,69,88,576 10 237.23 Preferential Preferential 1,03,02,33,35 1030.23 18302.55
2020) Allotment to Allotment to 1
Government of GOI
India
12 01.04.2020 42,32,68,155 10 NA On account of Approved Swap 1,45,35,01,50 1453.50 -
(2020-2021) amalgamation Ratio - 158 6
of Syndicate shares each of
Bank into Canara Bank
Canara Bank for every 1000

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Sl Date/Year of No of equity Face Issue price Consideration Nature of Cumulative share capital
No allotment share value (Rs) (Cash, Other Allotment
(Rs) than cash etc)
No of equity Equity Equity
share share share
capital (Rs. premium
In cr) (Rs. In cr)
w.e.f. shares of
01/04/2020 Syndicate Bank

13 11.12.2020 19,32,36,714 10 103.50 Qualified Allotment to 1,64,67,38,22 1646.74 20109.32

(2020-2021) Institutional QIBs 0
Placement
(QIP)
14 24.08.2021 16,73,92,032 10 149.35 Qualified Allotment to 1,81,41,30,25 1814.13 22441.93
(2021-2022) Institutional QIBs 2
Placement
(QIP)

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iv. Details of any acquisition or amalgamation in the last 1 year

NIL

v. Details of any Re Organization or Reconstruction in the last one year (01.04.2020 to 30.09.2021)

Type of Event Date of Date of Details

Announcement Completion
Formation of new 07.05.2020 07.05.2020 Synergy Cell SP & D Wing has communicated the
Wings post formation of following new Wings post amalgamation
amalgamation vide HO Cir. 335/2020 dated 07.05.2020
1. Reconciliation Wing: To have a better control and
monitoring on reconciliation related matters,
Reconciliation Wing has been formed by carving out
Reconciliation Department (IBAR & DDR section) from
GA Wing, reconciliation work handled by Digital Banking
Services Wing and oversight of all GLs in the
Amalgamated Bank.
2. LB & RRB Wing : Carved out from Priority Credit
Wing to have focused attention on SLBC responsibilities
in two states (Karnataka & Kerala), UTLBC
responsibilities in Lakshadweep, Lead bank
responsibilities in 60 districts and the four RRBs
(Karnataka Gramin Bank, Karnataka Vikas Gramin Bank,
Kerala Gramin Bank and AP Vikas Gramin Bank)
3. Marketing and Government Relations Wing: As per
the Board orders dated 31st Mar 2020, the existing SP&D
Wing of standalone Canara Bank has been split into
SP&D Wing and Marketing & Government Relations
Wing. Accordingly, the related functions of eSyndicate
Bank departments viz., Planning & Development
Department and Marketing, Insurance & Transaction &
Digital Banking realigned with the two wings.
4. MIS Wing: To have focused attention on MIS and
Automated Data Flow related functions we propose to
form a new MIS Wing. The respective functions dealt
with by the Department Of Information Technology (DIT
Wing-II) of e Syndicate have been brought under the
new MIS Wing.
5. RBS & Compliance Wing: The amalgamated Bank
needs to strengthen the compliance functions with
responsibility for interfacing with all the regulators. For
this the Compliance departments of both the banks
have been unified. The existing RBS & MIS Wing is
bifurcated into MIS wing and the RBS & Compliance
Wing. Further, RBS & Compliance functions were
brought under the RBS & Compliance Wing with the
Group Chief Compliance Officer (GCCO) as head of the
wing. Further to have a unified and comprehensive view
on all types of compliance related matters, the
Company Secretary, now located with the MD & CEO
Secretariat, is brought under the Group Chief
Compliance Officer.
6. Associates and Subsidiaries Wing: carved out from
FM& S Wing to have a focused attention and monitoring
the performance of Associates and Subsidiaries
7. FM& S Wing has been renamed as Financial
Management Wing. Further, to have overall control on

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Profitability, the Profit planning section is delinked

from SP&D wing and merged with FM Wing.
8. The Organization & Methods Cell under the
Operations Department of eSyndicate is unified with the
Organization & Methods Section of the SP&D Wing of
standalone Canara and the functions of preparation of
Manuals of Instructions and Desk Cards have been
mapped to the Staff Training College as decided earlier
by the Training Advisory Committee of standalone
Enhancement in 06.06.2020 06.06.2020 MD&CEO, vide orders dated 6.6.2020, had permitted
Credit exposure enhancement in Credit exposure limit for handling
limit for handling credit proposals by the LCC & MCC Wings. The existing
credit proposals limit and revised limit as permitted by MD&CEO are
by the LCC & MCC furnished hereunder:
Wings.
Name of Existing credit Revised credit
Wing exposure exposure as
permitted by
MD&CEO
Large Processing and Processing and follow
Corporate follow up of large up of large corporate
Credit corporate credit credit proposals with
Wing proposals (Credit individual/group
Proposals of Rs. exposure of Rs.250
100 crore and crores & above
above), inclusive including Agriculture
of Agriculture Credit, MSME and
Credit, MSME and Retail received from
Retail received Circles/ Large
from Corporate Branches.
Circles/Prime
Corporate
Branches [PCBs].
Mid Processing andProcessing and follow
Corporate follow up of HO up of HO Level credit
Credit Level creditproposals with
Wing proposals below individual/group
Rs. 100 crore exposure of
(other thana)Rs.100 crore &
Agriculture above and below
Credit, MSME and Rs.250 crores in
Retail) of all
respect of Agriculture
Circles of our Credit, MSME and
Bank. Retail.
b)Upto Rs.250 crores
in respect of all
sectors other than
Agriculture Credit,
MSME and Retail.
Delinking of AML 13 07.2020 13 07.2020 MD&CEO, vide orders dated 13.07.2020, had permitted
& CFT Delinking of AML & CFT Centralized unit (ACCU) and KYC
Centralized unit Cell from Compliance & RBS Wing, HO and re-align the
(ACCU) and KYC same under SP&D Wing, HO
Cell from
Compliance &
RBS Wing, HO
and re-align the
same under SP&D

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Wing, HO

Formation of 10 08.2020 10 08.2020 MD&CEO, vide orders dated 10.08.2020, had permitted
Separate Gold Formation of Separate Gold Loan Wing by carving out
Loan Wing by the functions from Priority Credit Wing.
carving out the
functions from
Priority Credit
Wing.

Reorganization of 12 08.2020 12 08.2020 MD&CEO, vide orders dated 12.08.2020, had permitted
Priority Credit Reorganization of Priority Credit Wing. (Internal
Wing. (Internal reorganization and new section formation) post carving
reorganization out the Gold Loan wing functions & Shifting of
and new section Education Loan portfolio to Retail Assets Wing, HO
formation) post
carving out the
Gold Loan wing
functions &
Shifting of
Education Loan
portfolio to
Retail Assets
Wing, HO
Reorganization of 21.08.2020 21.08.2020 Executive Director, vide orders dated 21.08.2020, had
IO & CCR Wing. permitted Reorganization of IO & CCR Wing. (Internal
(Internal reorganization, Modification of functions)
reorganization,
Modification of
functions)
Deletion of 07.11.2020 07.11.2020 Executive Director, vide orders dated 07.11.2020, had
function permitted deletion of function ‘Conduct of Sample
‘Conduct of Survey on SME accounts as per PR Nayak Committee
Sample Survey on recommendations’
SME accounts as
per PR Nayak
Committee
recommendations
’
Formation of 05.12.2020 05.12.2020 MD&CEO, vide orders dated 05.12.2020, had permitted
Separate Central Formation of Separate Central Processing Wing, by
Processing Wing, carving out the functions from Strategic Planning &
by carving out development Wing.
the functions
from Strategic
Planning &
development
Wing.

Formation of 05.01.2021 05.01.2021 MD&CEO, vide orders dated 05.01.2021, had permitted
Proposal Rating Formation of Proposal Rating Section under Risk
Section under Management Wing.
Risk Management
Wing.
Formation of 05.01.2021 05.01.2021 MD&CEO, vide orders dated 05.01.2021, had permitted
Separate Cash Formation of Separate Cash Management & Stationery
Management & Wing, by carving out the functions from General
Stationery Wing, Administration Wing.

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by carving out
the functions
from General
Administration
Wing.

To update the 20.03.2021 20.03.2021 MD&CEO, vide orders dated 20.03.2021, had permitted
nomenclature & to update the nomenclature & functions of EFRM-OM
functions of Section under Recovery Legal & Fraud Prevention
EFRM-OM Section Wing
under Recovery
Legal & Fraud
Prevention Wing

To Delink KYC 04.05.2021 04.05.2021 MD&CEO, vide orders dated 04.05.2021, had permitted
Cell & AML/CFT to Delink KYC Cell & AML/CFT Unit from SP&D Wing and
Unit from SP&D attaching to Central Processing Wing
Wing and
attaching to
Central
Processing Wing

To form a 15.06.2021 15.06.2021 MD&CEO, vide orders dated 15.06.2021, had permitted
separate CGTMSE to form a separate CGTMSE Vertical under MSME Wing
vertical under
MSME Wing
Reorganization of 29.06.2021 29.06.2021 MD&CEO, vide orders dated 29.06.2021, had permitted
CAM Wing ( Staff Reorganization of CAM Wing ( Staff Accountability
Accountability Section added & OA Desk removed)
Section added &
OA Desk
removed)
To Delink CCR & 31.07.2021 31.07.2021 MD&CEO, vide orders dated 31.07.2021, had permitted
Syndication to Delink CCR & Syndication Group from IOCCR & attach
Group from to LLC Wing. IOCCR renamed as IO Wing.
IOCCR & attach
to LLC Wing.
IOCCR renamed
as IO Wing.

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D. Details of shareholding of the Bank as on the latest quarter end 30.09.2021

i. Shareholding pattern of the Bank as on September 30, 2021

Sr. Particulars Total No. of No. of Equity Total Shareholding as %

No. Equity Shares of total no of equity
Shareholders shares
1 PRESIDENT OF INDIA 1 1141709678 62.93

2 INSURANCE COMPANIES 6 164026300 9.04

3 MUTUAL FUNDS 24 67134237 3.70

4 FOREIGN PORTFOLIO - CORP 149 101102526 5.57

5 RESIDENT INDIVIDUALS 531817 193131797 10.65
6 EMPLOYEES 45815 19081404 1.05
7 Qualified Institutional Buyer 11 28366491 1.56
8 BODIES CORPORATES 1600 42622829 2.35
9 BANKS 22 15184034 0.84
10 TRUSTS 26 519841 0.03
11 CLEARING MEMBERS 292 12943526 0.71
12 NON RESIDENT INDIANS 2804 2458677 0.14
13 HUF 4952 4568669 0.25
14 NON RESIDENT INDIAN NON
REPATRIABLE
1583 1065944 0.06
15 NBFC 10 472871 0.03
16 ALTERNATIVE INVESTMENT
FUND
7 19739428 1.09
17 FOREIGN NATIONALS 1 2000 0.00
TOTAL 589120 1814130252 100.00
Notes: The promoters have not pledged or encumbered their shareholding in the Bank

ii. List of top 10 holders of equity shares of the Bank as on September 30, 2021

Sl. Name of Shareholder Total number of Number of Equity Total shareholding as a

No. Equity Shares held Shares held in demat percentage of total
form number of Equity
Shares
1. PRESIDENT OF INDIA 1,14,17,09,678 1,14,17,09,678 62.9343

2. LIFE INSURANCE 16,02,67,464 16,02,67,464 8.8344

CORPORATION OF INDIA
3. JHUNJHUNWALA RAKESH 2,90,97,400 2,90,97,400 1.6039
RADHESHYAM

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Sl. Name of Shareholder Total number of Number of Equity Total shareholding as a

No. Equity Shares held Shares held in demat percentage of total
form number of Equity
Shares
4. VOLRADO VENTURE 1,60,78,370 1,60,78,370 0.8863
PARTNERS FUND II
5. BNP PARIBAS ARBITRAGE - 1,54,79,647 1,54,79,647 0.8533
ODI
6. KOTAK EQUITY ARBITRAGE 1,15,30,600 1,15,30,600 0.6356
FUND
7. JHUNJHUNWALA REKHA 1,10,00,200 1,10,00,200 0.6064
RAKESH
8. ICICI PRUDENTIAL LIFE 1,06,56,104 1,06,56,104 0.5874
INSURANCE COMPANY
LIMITED
9. MORGAN STANLEY ASIA 99,08,857 99,08,857 0.5462
(SINGAPORE) PTE. - ODI
10. INDIAN BANK 95,95,903 95,95,903 0.5290

Total 1,41,53,24,223 1,41,53,24,223 78.0168

iii. Details regarding the Directors of the Bank:

i. Details of Current Directors of the Bank:

Sl. Name, Designation and Age Address Director of Details of other

No. DIN (in the Bank Directorship/s
Years) since

1. Shri L V Prabhakar 58 Canara Bank, 01.02.2020 1.. Canara Robeco Asset

Managing Director & Management Company
Head Office 112,
CEO Limited
J.C.Road
DIN 08110715
Bengaluru–560 002 2.Canbank HSBC Oriental
Bank of Commerce Life
Insurance Company
Limited.
3. Can Fin Homes Ltd.

2 Shri Debashish 56 Canara Bank, Head 19.02.2018 1.CanFin Homes Ltd.

Mukherjee Office 112,J.C.Road 2.Canbank Venture
Bengaluru –560 002 Capital Fund Limited.
Executive Director
3. Canara Robeco Asset
DIN: 08193978
Management Company
Limited
4. Canara Bank Securities
Limited.
5.Canara HSBC OBC Life
Insurance Co. Ltd.
6.Higher Education
Financing Agency

3 Ms A Manimekhalai 55 Canara Bank, Head 11.02.2019 1.Canbank Factors

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Executive Director Office 112,J.C.Road Limited

Bengaluru –560 002 2.Canbank Computer
DIN 08411575
Services Limited.
3. .Canara HSBC OBC Life
Insurance Co. Ltd.
4. General Insurance
Corporation of India
5. India Infrastructure
Finance Company
Limited.

4 Shri K Satyanarayana 55 Canara Bank, Head 10.03.2021 NIL

Raju Office 112,J.C.Road
DIN 08607009 Bengaluru –560 002
5 Shri Brij Mohan Sharma 58 Canara Bank, Head 19.05.2021 NIL
Office 112,J.C.Road
Bengaluru –560 002
6 Shri Suchindra Misra 53 Joint Secretary Dept 14.06.2016 1.National Insurance
Govt Nominee Director of Financial Services, Company Limited
Ministry of Finance, 2.Agriculture Insurance
DIN: 01873568
Govt of India, New Company of India
Delhi Limited
7 Shri R Kesavan 52 CGM/Principal, 26.04.2019 Nil
RBI Nominee Director Reserve Bank Staff
College. No 539,
DIN
Anna Salai,
Teynampet, Chennai
600018
8 Shri Venkatachalam 67 Flat No.304, Sumeet 27.07.2016 1.Usha Martin Limited
Ramakrishna Iyer Enclave, Plot to
DIN 02194830 No.103, B1, 26.07.2019
SantDnyaneshwar Re-elected
Road, Panchpakhadi, from
Thane (West) 400 27.07.2019
602 to
26.07.2022

9 Shri. Bimal Prasad 65 47/A, Pristine Green, 27.07.2019 NIL

Sharma Pokhariput,
Shareholder Director Bhubaneshwar-
DIN 06370282 751020

None of the current directors are appearing in the RBI defaulter list and/ or ECGC default list.

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ii. Details of change in directors in the last three years (28.10.2018 to 27.10.2021)

Sl. No Name Designation Date of Date of Director of the Remarks

Appointment Cessation Company Since
(in case of
resignation)
1 Shri. T N Chairman 14.08.2015 13.08.2020 Not Applicable Nil
Manoharan
DIN:01186248 (Reappointed
w.e.f.
14.08.2018
2 Shri Suchindra GOI Nominee 14.06.2016 Not Applicable Until further
Misra Director orders
DIN: 01873568
3 Shri Krishnamurthy Shareholder 27.07.2016 26.07.2019 Not Applicable Nil
H Director
DIN 05329716
4 Shri Venkatachalam Shareholder 27.07.2016 26.07.2022 Not Applicable Re-elected from
Ramakrishna Iyer Director 27.07.2019
to
DIN 02194830
26.07.2022

5 Smt. P.V. Bharathi Executive 15.09.2016 31.01.2019 Not Applicable Elevated as MD

DIN 06519925 Director & CEO of
Corporation
Bank
6 Shri MatamVenkata Executive 09.10.2017 28.02.2021 Not Applicable Elevated as MD
Rao Director & CEO of
DIN: 06930826 Central Bank of
India
7 Shri Debashish Executive 19.02.2018 18.02.2023 Not Applicable Extended for 2
Mukherjee Director years from
DIN: current term
ended on
18.02.2021.
8 Ms A Executive 11.02.2019 10.02.2024 Not Applicable Extended for 2
Manimekhalai Director years from
DIN 08411575 current term
ending on
10.02.2022.
9 Shri R A Sankara Managing 15.04.2019 31.01.2020 Not Applicable Superannuation
Narayanan Director &
DIN 05230407 CEO
10 Smt. Uma Shankar RBI Nominee 23.02.2015 26.04.2019 Not Applicable NIL

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Sl. No Name Designation Date of Date of Director of the Remarks

Appointment Cessation Company Since
(in case of
resignation)
Director
11 Shri R Kesavan RBI Nominee 26.04.2019 Not Applicable Until further
Director orders
12 Shri. Bimal Prasad Shareholder 27.07.2019 Not Applicable Tenure on the
Sharma Director Board ending on
26.07.2022
13 Shri. S Raghunath Part-time Non 21.10.2019 31.03.2020 Not Applicable Until
official amalgamation of
Director the Bank i.e.
31.03.2020
14 Shri L V Prabhakar Managing 01.02.2020 Not Applicable Tenure on the
Director & Board till
CEO superannuation
i.e. 31.12.2022
15 Shri Krishnan S Executive 01.04.2020 03.09.2020 Not Applicable Elevated as MD
Director & CEO of
Punjab and Sind
bank
16 Shri K Executive 10.03.2021 Not Applicable Tenure on the
Satyanarayana Raju Director Board ending on
09.03.2024
17 Shri Brij Mohan Executive 19.05.2021 Not Applicable Tenure on the
Sharma Director Board till
superannuation
i.e. 30.06.2023

iv. Details regarding the Auditors of the Issuer

i. Details of the Statutory auditors of the Issuer

SL Year of
Office Tel. Auditor
N Name of the Audit firm FRN Establish
No/Email Since
O ment
P:011-
M/S N K BHARGAVA & CO NEW DELHI 000429N 24.07.1978 45784938 Dec'20
1 C-31, Ist Floor Acharya Niketen E:delhi@nkbc.c
11 R N Mukherjee Road o.in
Phase-1, Mayur Vihar, New Delhi-
110091

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003084S 05.09.1977
M/S RAO & EMMAR BENGALURU
2 No 204 and 205,2nd Floor," Ramanshree
Arcade" P:080- Dec'20
Near Trinity Circle, MG Road, 50078815
Bengaluru,Karnataka-560001 E:info@raoem
mar.com
M/S P A & ASSOCIATES 313085E 15.10.1980 P:067- Sept'21
12 Govinda Vihar Bamikhal 42571065
Bhubaneshwar-751010 E:prashanthpan
3 da55@gmail.co
m

18.07.1983 P:011- Sept'21

M/S ARUN AGARWAL & ASSOCIATES 26251200
4 105,First Floor, South Ex. Plaza I 003917N E:arun1960@g
389A,Masjid Moth mail.com
Moth South Extension Part II
New Delhi-110049

M/S SARATH & ASSOCIATES 005120S 01.04.1990 P:040- Sept'21

5 8-2-577/B, 4th Floor 23354322
Maas Heights Road No 8 Banjara Hills E:sarat9@gmail
Hyderabad-500034 .com

ii. Details of changes in statutory auditors of the Issuer in the last three years

S. Name Address Date of Date of Auditor of Remarks

No Appointme Cessation the Issuer
. nt since

1. M/s Dagliya & L-Block, Unity 15.12.2017 September December Nil

Co, Buildings, JC Road, 2020 2017
Bangalore Near Town Hall,
Bangalore -560 002
Mob: 9448114192
yaswantjain@gmail.co
m
dagliya@gmail.com
guptamanohar@gmail.c
om

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S. Name Address Date of Date of Auditor of Remarks

No Appointme Cessation the Issuer
. nt since

2. M/s I-504, Divya Shakti 15.12.2017 Septembe December Nil

Komandoor & Complex, 7-1-58, r 2020 2017
Co. LLP Dharamkaran Road,
Ameerpet, Hyderabad-
16
Mob: 98490 11300
komandoorco@gmail.co
m
tnn@komandoorco.com
prd@komandoorco.com
3. M/s J Singh & 505/506/507 Hubtown 15.12.2015 Septembe December Nil
Associates Viva Shankarwadi, r 2018 2015
Western Express
Highway,
Jogeshwari(East),

4. M/s J L 70A, Lenin Sarani, 1st 15.12.2015 Septembe December Nil

Sengupta & Floor, Kolkata - 13 r 2018 2015
Co

5. M/s D K Nihat House, Ground 15.12.2018 June December Nil

Chhajer & Co Floor, 11 R N 2021 2018
Mukherjee Road,
Kolkata- 700 001
6. M/s S N K & SNK House, 31-A, 15.12.2018 June December Nil
Co Adarsh Society, 2021 2018
Athwalines, Surat – 395
001

v. Details of Borrowings of the Bank as on 30.09.2021

i. Details of secured loan facilities as on 30.09.2021

The Bank has not availed any secured borrowings from any of the creditors.

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ii. Details of unsecured loan facilities / deposit as on Sept 30, 2021

Lender’s Type of Facility Principal Amount Principal Principal Repayment

Name Outstanding as on Amount Amount Date/Schedule
31.03.2021 (Rs. Outstanding Outstanding
In crore) as on as on
30.06.2021 30.09.2021
(Rs. In crore) (Rs. In
crore)
From Banks Demand 533.79 607.41 356.61 On Demand
Deposits
Term Deposits 49529.85 53411.01 54144.91 On Maturity
From Demand 48839.58 41670.66 43746.10 On Demand
Others Deposits
Term Deposits 630442.99 636214.89 643819.99 On Maturity

Depositors Saving Banks 281528.37 289932.94 290468.94 On Demand

Deposits
Reserve Borrowings 2408.00 2408.00 2408.00 On Demand
Bank of
India
Others Borrowings 8090.36 3056.45 9938.26 On Demand
*Other Borrowings 16369.10 15355.28 40580.91 On Demand
Institutions
& Agencies
Outside Borrowings - 7768.00 - -
India
Banks/ Bills Payable# 2067.24 1668.69 1849.22 -
Institutions
Various BASEL III TIER II 1500.00 1500.00 1500.00 03-Jan-24
Bondholders SER I
Various BASEL III TIER II 1000.00 1000.00 1000.00 27-Mar-24
Bondholders SER II
Various BASEL III TIER II 1500.00 1500.00 1500.00 31-Dec-25
Bondholders Bonds 2015-
16(Series I)
Various BASEL III TIER II 900.00 900.00 900.00 07-Jan-26
Bondholders Bonds 2015-
16(Series II)
Various BASEL III TIER II 3000.00 3000.00 3000.00 27-Apr-26
Bondholders Bonds 2016-17
Various BASEL III TIER II 3000.00 3000.00 3000.00 11-Mar-30 &
Bondholders Bonds 2019-20 Call option 11-
Mar-2025
Various BASEL III 1500.00 1500.00 1500.00 Perpetual/
Bondholders COMPLIANT Call option –
ADDITIONAL 05-Mar-2025
TIER 1

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Various BASEL III 1000.00 1000.00 1000.00 Perpetual/

Bondholders COMPLIANT Call option –
ADDITIONAL 13-Dec-2021
TIER 1
Various BASEL III 1012.00 1012.00 1012.00 Perpetual/
Bondholders COMPLIANT Call option –
ADDITIONAL 11-Sep-2025
TIER 1
Various BASEL III 169.10 169.10 169.10 Perpetual/
Bondholders COMPLIANT Call option -
ADDITIONAL 29-Sep-2025
TIER 1
Various BASEL III 1635.00 1635.00 1635.00 Perpetual/
Bondholders COMPLIANT Call Option-
ADDITIONAL 31-Dec-2025
TIER 1
Various BASEL III 120.00 120.00 120.00 Perpetual/
Bondholders COMPLIANT Call Option-
ADDITIONAL 02-Feb-2026
TIER 1
Various
Lower TIER II 1000.00 1000.00 1000.00 31-Dec-2022
Bondholders
Various
BASEL III TIER II 750.00 750.00 750.00 02-Dec-2024
Bondholders
Various
BASEL III TIER II 400.00 400.00 400.00 23-Mar-2025
Bondholders
Various
BASEL III TIER II 1000.00 1000.00 1000.00 28-Sep-2025
Bondholders
Various
BASEL III TIER II 750.00 750.00 750.00 18-Dec-2025
Bondholders
Various BASEL III TIER II 500.00 500.00 500.00 03-May-2027 &
Bondholders Call option –
03-May-2022
Various BASEL III 1000.00^ 1000.00^ 1000.00^
Perpetual/
Bondholders COMPLIANT
Call option –
ADDITIONAL
24-Oct-2021^
TIER 1 SERIES IV
Various BASEL III 450.00 450.00 450.00
Perpetual/
Bondholders COMPLIANT
Call option –
ADDITIONAL
25-Jul-2022
TIER 1 SERIES V

^Bank has exercised call option on 25.10.2021.

*Excluding borrowings of Rs 22186.10 crore i.e. Unsecured redeemable Bonds
# Bills Payable as per Other Liabilities

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iii. Details of outstanding non-convertible-debentures issued by the Bank As on Sep 30, 2021

Debenture Series Tenor/ Coupon Amount Date of Redemption Date/ Credit Rating as on 30.09.2021 Secured/ Security
Period of in Allotment Schedule Unsecured
Maturity Crores
(in
months)
BASEL III TIER II SER 120 9.73 1500.00 03/Jan/14 03/Jan/24 AAA/Stable by CRISIL & ICRA Unsecured Not applicable
I (AA+ )(HYB)/Stable
BASEL III TIER II SER 120 9.70 1000.00 27/Mar/14 27/Mar/24 AAA/Stable by CRISIL & ICRA Unsecured Not applicable
II (AA+ )(HYB)/Stable
BASEL III TIER II 120 8.40 1500.00 31/Dec/15 31/Dec/25 AAA/Stable by CRISIL, ICRA Unsecured Not applicable
Bonds 2015-16(Series I) (AA+ )(HYB)/Stable & IND
AAA/Stable
BASEL III TIER II 120 8.40 900.00 07/Jan/16 07/Jan/26 AAA/Stable by CRISIL, ICRA Unsecured Not applicable
Bonds 2015-16(Series II) (AA+ )(HYB)/Stable & IND
AAA/Stable
BASEL III TIER II 120 8.40 3000.00 27/Apr/16 27/Apr/26 AAA/Stable by CRISIL, ICRA Unsecured Not applicable
Bonds 2016-17 (AA+ )(HYB)/Stable & IND
AAA/Stable
BASEL III TIER II 120 7.18 3000.00 11/Mar/20 11/Mar/30 & Call IND AAA/Stable & CARE Unsecured Not applicable
Bonds 2019-20 option AAA/Stable
11/Mar/2025
BASEL III TIER II 120 8.95 750.00 02/Dec/14 02/Dec/24 AAA/Stable by CRISIL & Unsecured Not applicable
CARE AAA/Stable
BASEL III TIER II 120 8.75 400.00 23/Mar/15 23/Mar/25 AAA/Stable by CRISIL & Unsecured Not applicable
CARE AAA/ Stable
BASEL III TIER II 120 8.58 1000.00 28/Sep/15 28/Sep/25 AAA/Stable by CRISIL & Unsecured Not applicable
CARE AAA/ Stable
BASEL III TIER II 120 8.62 750.00 18/Dec/15 18/Dec/25 AAA/Stable by CRISIL & Unsecured Not applicable
CARE AAA/ Stable

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BASEL III TIER II 120 8.00 500.00 03/May/1703/May/27 with IND AAA/Stable, Unsecured Not applicable
Call option on CARE AAA/ Stable &
03/May/22 AAA/ Stable by CRISIL
BASEL III Perpetual 9.55 1500.00 05/Mar/15 PERPETUAL with ICRA AA/(Stable ) (HYB) & IND Unsecured Not applicable
COMPLIANT Call option from AA / Stable
ADDITIONAL TIER 1 05/Mar/2025
BASEL III Perpetual 8.60 1000.00 13/Dec/16 PERPETUAL with CRISIL AA+/Stable by CRISIL & Unsecured Not applicable
COMPLIANT Call option from IND AA /Stable by India Ratings
ADDITIONAL TIER 1 13/Dec/2021
BASEL III Perpetual 8.30 1012.00 11/Sep/20 PERPETUAL with CRISIL AA+/Stable by CRISIL & Unsecured Not applicable
COMPLIANT Call option from IND AA /Stable by India Ratings
ADDITIONAL TIER 1 11/Sep/2025
BASEL III Perpetual 8.30 169.10 29/Sep/20 PERPETUAL with CRISIL AA+/Stable by CRISIL & Unsecured Not applicable
COMPLIANT Call option from IND AA /Stable by India Ratings
ADDITIONAL TIER 1 29/Sep/2025
BASEL III Perpetual 8.50 1635.00 31/Dec/20 PERPETUAL with CRISIL AA+/Stable by CRISIL & Unsecured Not applicable
COMPLIANT Call option from IND AA /Stable by India Ratings
ADDITIONAL TIER 1 31/Dec/2025
BASEL III Perpetual 8.30 120.00 02/Feb/21 PERPETUAL with CRISIL AA+/Stable by CRISIL & Unsecured Not applicable
COMPLIANT Call option from IND AA /Stable by India Ratings
ADDITIONAL TIER 1 02/Feb/2026
BASEL III Perpetual 9.95 1000.00 24/Oct/16 PERPETUAL with IND AA/Stable by India Rating, Unsecured Not applicable
COMPLIANT Call option from AA+/Stable by CRISIL & CARE
ADDITIONAL TIER 1 24/Oct/2021 AA/ Stable by CARE Rating
#
BASEL III Perpetual 9.80 450.00 25/Jul/17PERPETUAL with IND AA/Stable by India Rating, Unsecured Not applicable
COMPLIANT Call option from AA+/Stable by CRISIL & CARE
ADDITIONAL TIER 1 25/Jul/2022 AA/ Stable by CARE Rating
LOWER TIER II 120 9.00 1000.00 31/Dec/12 31/Dec/2012 AAA/Stable by CRISIL & Unsecured Not applicable
CARE AAA/Stable
#Call Option Exercised by the Bank on 25.10.2021.

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iv. LIST OF TOP-10 BONDHOLDERS - AS ON 30.09.2021

SRL DPID/CLIENTID NAME OF THE HOLDER HOLDINGS Rs in Crore

1 IN30152430047971 CBT-EPF-11-F-DM 103215 10321.50
2 IN30016710166243 COAL MINES PROVIDENT FUND ORGANISATION 21126 2112.60
3 HDFC TRUSTEE COMPANY LTD. A/C HDFC
IN30012611253047 BALANCED ADVANTAGE FUND 16491 1649.10
4 IN30135620892280 THE SINGARENI COLLIERIES COMPANY LIMITED 10000 1000.00
5 IN30012610001816 HDFC BANK LTD 8619 861.90
6 STATE BANK OF INDIA EMPLOYEES PENSION
IN30378610006749 FUND 6460 646.00
7 KOTAK MAHINDRA TRUSTEE COMPANY LTD.
A/C. KOTAK MAHINDRA BOND SHORT TERM
IN30016710156460 PLAN 5830 583.00
8 NPS TRUST- A/C SBI PENSION FUND SCHEME -
IN30081210504585 STATE GOVT 5010 501.00
9 IN30087010101128 BANK OF BARODA 4790 479.00
10 IN30012611234066 SBI LIFE INSURANCE CO.LTD 3400 340.00

v. Amount of Corporate guarantee issued by the Issuer

N.A.

vi. Certificate of Deposits issued by the Issuer as on Sept 30, 2021:

NIL

vii. Details of Commercial Paper: Not Applicable

viii. Details of other borrowings (if any, including hybrid debt like FCCB, optionally convertible
debentures/preference shares):

NIL

ix. Details of all defaults/ delays in payments of interest and principal of any kind of term loans, debt
securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past
five years

(a) The main constituents of the Issuer’s borrowings are generally in the form of deposits, loans from Reserve
Bank of India, other banks and institutions, bonds, certificate of deposits etc.

(b) The Issuer has been servicing all its principal and interest liabilities on time and there has been no instance
of delay or default since inception.

(c) The Issuer has neither defaulted in repayment/ redemption of any of its borrowings nor affected any kind of
roll over against any of its borrowings in the past.

(d) The Issuer has not defaulted in any of its payment obligations arising out of any corporate guarantee issued
by it to any counter party including its joint entities, group companies etc in the past.

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x. Details of any Outstanding Borrowings taken/ Debt Securities issued for consideration other than cash at
premium or at discount or in pursuance of an Option

The Issuer confirms that other than and to the extent mentioned elsewhere in this Placement Memorandum, it
has not issued any debt securities or agreed to issue any debt securities or availed any borrowings for a
consideration other than cash, whether in whole or in part or at a premium or discount or in pursuance of an
option since inception.

vi. Details of Promoters of the Bank

Details of promoter holding as on September 30, 2021

S. Name of Total Number of Total No of % of equity shares
No. Shareholders number of shares held shareholding equity pledged with
equity in demat as % of total shares respect to shares
shares form No of equity pledged owned
share
1. President of 1,14,17,09,678 1,14,17,09,678 62.93 Nil Not Applicable
India

I. ABRIDGED VERSION OF THE AUDITED STANDALONE & CONSOLIDATED FINANCIAL INFORMATION OF THE
ISSUER FOR THE LAST THREE YEARS AND AUDITORS QUALIFICATION

(*Figures related to standalone Canara Bank financials for pre-amalgamation for the period ended 31.03.2020)

a. Standalone:

(Rs in crores)
Parameters FY 19 FY 2020 FY 2021 30.09.2021
6M
Net Worth 26179.66 28968.6 39814.26 46437.93
Total Debt : of which 640025.56 668112.94 1060858.14 1107649.82
Non-Current Maturities of Long Term Borrowings 19664.88 20096.06 35049.50 40727.62
Short Term Borrowing 21327.41 20045.71 12004.06 32385.64
Current Maturities of Long Term Borrowings 240.30 2620.00 2930.00 2000.00
Net Fixed Assets 8410.23 8276.29 11206.53 11081.65
Non Current Assets 405886.94 423814.92 713166.86 7,18,836.58
Cash and Cash Equivalents 66152.69 68271.47 178408.04 202602.97
Current Investments 22113.60 36575.85 31121.87 41455.02
Current Assets 288879.75 300059.83 440508.18 480296.08
Current Liabilities 305877.27 299966.95 470543.28 459386.09
Assets Under Management NA NA NA NA
Off Balance Sheet Assets NIL NIL NA NA
Interest Income 46810.34 48934.99 69239.79 33848.06
Interest Expense 32332.22 35811.08 45177.62 21414.92
Provisioning & Write-offs 10243.85 11595.54 17451.69 8574.44
PAT 347.02 (2235.72) 2557.58 2510.08
Gross NPA (%) 8.83 8.21 8.93 8.42
Net NPA (%) 5.37 4.22 3.82 3.21

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Parameters FY 19 FY 2020 FY 2021 30.09.2021

6M
Tier 1 Capital Adequacy Ratio (%) 9.04 10.12% 10.08% 11.41
Tier 2 Capital Adequacy Ratio (%) 2.86 3.53% 3.10% 2.96

d. Consolidated:
(Rs in crores)
Parameters FY 19 FY 2020 FY 2021 30.09.2021
Net Worth 27686.52 30887.97 43344.83 49988.50
Total Debt : of which 640165.66 668170.09 1060997.82 1107847.41
Non-Current Maturities of Long Term Borrowings 19664.88 20096.06 35049.50 40,827.63
Short Term Borrowing 21377.76 20045.71 12033.30 32385.64
Current Maturities of Long Term Borrowings 240.30 2620.00 2930.00 2000.00
Net Fixed Assets 8432.78 8323.35 11271.17 11175.22
Non Current Assets 422178.53 440904.64 735980.3 747169.43
Cash and Cash Equivalents 66531.24 68589.82 178866.38 202947.00
Current Investments 22113.60 36575.85 33645.52 41455.02
Current Assets 289604.28 300535.63 443559.57 4,80,869.93
Current Liabilities 305988.07 300055.29 470667.80 4,59,611.39
Assets Under Management NA NA NA NA
Off Balance Sheet Assets NIL NIL NA NA
Interest Income 46896.72 49758.75 70212.60 34404.43
Interest Expense 32338.69 35817.19 45182.50 21418.26
Provisioning & Write-offs 10276.89 11696.51 17490.37 8594.48
PAT 601.85 (1986.43) 2890.60 2548.94
Gross NPA (%) 8.87% 8.24% 8.94% 8.44
Net NPA (%) 5.37% 4.23% 3.82% 3.21
Tier 1 Capital Adequacy Ratio (%) 9.16% 10.21% 10.18% 11.50
Tier 2 Capital Adequacy Ratio (%) 2.83% 3.51% 3.09% 2.95

e. Gross Debt Equity Ratio of the Issuer

(Rs in crores)
Pre-Issue Post Issue of Bonds of
Particulars (As on Sept Rs 1500.00 Crores
30,2021) (During October 2021 Bank raised Rs 1500 Crores
and Rs 1000 Crores redeemed on 25.10.2021)
TOTAL LONG TERM DEBT * 29609.17 31609.17
Total Long Term Debt 29609.17 31609.17
SHAREHOLDERS’ FUNDS ** 46437.93 46437.93
Share Capital 1814.13 1814.13
Reserve & Surplus (excluding FCT 53717.79 53717.79
Revaluation Reserve
Net Worth 46437.93 46437.93
GROSS DEBT/ EQUITY RATIO 0.64 0.68
* Excludes Refinance (Domestic) and Borrowings from Banks (overseas)
** Includes Share Capital plus Reserve (Excluding Revaluation Reserve & FCT Reserve) Minus
Intangible Assets i.e. Deferred Tax Assets.

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i. Standalone Statement of Profit & Loss

Rs. in Crore
Sr Parameters FY FY FY
No 30.09.2021 2020-21 2019-20 2018-19
I Income
a. Interest Earned 33848.06 69239.79 48934.99 46810.34
b. Other Income 8423.71 15285.29 7813.15 6574.96
Total Income 42271.77 84525.08 56748.14 53385.30
II EXPENDITURE
a. Interest Expended 21414.92 45177.62 35811.08 32332.22
b. Operating Expenses 9772.33 19338.19 11577.24 10462.21
c. Provisions and Contingencies 8574.44 17451.69 11595.54 10243.86
Total Expenditure 39769.69 81967.50 58983.86 53038.28
III PROFIT FOR THE YEAR 2510.08 2557.58 (2235.72) 347.02
Profit brought forward
IV APPROPRIATIONS
Transfer to Statutory Reserves - 639.39 - 86.76
Transfer to Revenue & Other Reserves - - -
Transfer to Investment Reserve - - - -
Account
Transfer to Investment Fluctuation - 755.48 - 27.26
Reserve
Transfer from/to Special Reserves- - -
Currency Swap
Transfer to Special reserve U/s 31(1) - -
(viii) of Income tax Act,1961
Transfer to Capital Reserve - 1162.71 -- 233.00
Proposed Dividend - - - -
Tax on Dividend - - - -
Balance Carried over to Balance Sheet 2510.08 - (2235.72) 347.02
TOTAL 2557.58 (2235.72) 347.02
Earnings 14.93 16.91 (26.50) 4.71
Per Share (Basic & Diluted) (in Rs.)
ii. Consolidated Statement of Profit & Loss
Rs. in Crore
Sr Parameters FY FY FY
No 30.09.2021 2020-21 2019-20 2018-19
I Income
a. Interest Earned 34404.41 70212.60 49758.75 46896.72
b. Other Income 12490.55 23447.15 11799.40 7372.42
Total Income 46894.96 93659.75 61558.15 54269.13
II EXPENDITURE
a. Interest Expended 21418.26 45182.50 35817.19 32338.69
b. Operating Expenses 14686.84 28284.90 16066.96 11106.40
c. Provisions and Contingencies 8594.48 17490.37 11696.51 10276.89
Total Expenditure 44699.58 90957.77 63580.66 53721.98
Share of Earnings/(Loss) in Associates 189.74 254.58 101.50 148.91
Consolidated Net Profit/(Loss) for the 2385.12 2956.56 (1921.01) 696.06

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Sr Parameters FY FY FY
No 30.09.2021 2020-21 2019-20 2018-19
Year before deducting
Minorities Interest
Less: Minorities Interest (163.82) 65.96 65.42 94.20
PROFIT FOR THE YEAR attributable 2548.94 2890.60 (1986.43) 601.85
III to the Group
Profit brought forward - - - -
TOTAL 2890.60 (1986.43) 601.85
IV APPROPRIATIONS
Transfer to Statutory Reserves 639.39 - 86.76
Transfer to Revenue & Other Reserves - -
Transfer to Investment Reserve - - -
Account
Transfer to Investment Fluctuation 755.48 - 27.25
Reserve
Transfer from/to Special Reserves- - -
Currency Swap
Transfer to Special reserve U/s 31(1) - -
(viii) of Income tax Act,1961
Transfer to Capital Reserve 1162.71 - 233.00
Proposed Dividend - - -
Tax on Dividend - - -
Balance Carried over to Balance Sheet 2548.94 333.02 (1986.43) 601.85
TOTAL 2548.94 2890.60 (1986.43) 601.85
Earnings Per Share (Basic & Diluted) 15.16 19.11 (23.55) 8.18
(in Rs.)

iii. Standalone Balance Sheet

(Rs. in crore)
Sr Parameters As on As on As on
no 30.09.2021 31.03.2021 31.03.2020 31.03.2019
I CAPITAL & LIABILITIES
a. Capital 1814.13 1646.74 1030.23 753.24
b. Reserves & Surplus 62082.59 57238.19 38262.73 35423.99
c. Deposits 1032536.56 1010874.58 625351.18 599033.27
d. Borrowings 75113.26 49983.56 42761.77 40992.29
e. Other Liabilities and Provisions 27586.11 33931.96 16468.84 18563.89
Total 1199132.65 1153675.03 723874.75 694766.69
II ASSETS
a. Cash & Balances with Reserve Bank 46927.07 43111.62 22570.14 29919.02
of India
b. Balances with Banks and Money at 155675.90 135296.41 45701.33 36233.67
Call & Short Notice
c. Investments 283506.33 261690.39 176244.94 152985.30
d. Advances 649584.15 639048.99 432175.20 427727.27
e. Fixed Assets 11081.65 11206.53 8276.29 8410.23

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Sr Parameters As on As on As on
no 30.09.2021 31.03.2021 31.03.2020 31.03.2019
f. Other Assets 52357.55 63321.09 38906.85 39491.20

Total 1199132.65 1153675.03 723874.75 694766.69

iv. Consolidated Balance Sheet

(Rs. in crore)
Sr No Parameters As on As on As on
30.09.2021 31.03.2021 31.03.2020 31.03.2019
I CAPITAL & LIABILITIES
a. Capital 1814.13 1646.74 1030.23 753.24
b. Reserves & Surplus 65633.64 60762.85 40175.72 36935.99
c. Minority Interest 627.11 793.38 730.10 667.87
d. Deposits 1032634.14 1010985.02 625408.32 599123.02
e. Borrowings 75213.27 50012.80 42761.77 41042.64
f. Other Liabilities and Provisions 52117.06 55338.81 31334.13 33260.04
Total 1228039.35 1179539.60 741440.27 711782.81
II ASSETS
a. Cash & Balances with R B of India 46945.76 43115.94 22572.96 29921.43

b. Balances with Banks and Money at 135750.44 46016.86 36609.81

Call & Short Notice 156001.24
c. Investments 310951.45 286191.25 192645.37 168678.05
d. Advances 649963.01 639286.54 432403.38 428114.77
e. Fixed Assets 11175.22 11271.17 8323.35 8432.78
f. Other Assets 53002.68 63924.26 39478.35 40025.97
Total 1228039.35 1179539.60 741440.27 711782.81

v. Standalone Cash Flow Statement

(Rs. in crore)
Year Year
Year ended
Particulars ended ended
30.09.2021 31.03.2021 31.03.2020 31.03.2019
A. Cash Flow from Operating
Activities:
Net Profit after Taxes 2510.08 2557.58 -2235.72 347.02
Adjustments for:
Provision for income tax 1755.47 1149.64 480.15 -2674.42
Transfer From Other Reserves - 2515.98 -1169.55 -322.4
347.87
Depreciation on Fixed Assets 820.17 432.08 416.83

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0.48
Profit/ (Loss) on sale of Fixed Asset -28.7 1.34 2.87
1779.81
Provision for Other Items 1761.13 278.27 -60.97
990.27
Interest on Tier 1 and Tier 2 Bonds 2019.04 1116.44 1176.57
Provision for NPA 5051.00 14113.79 10730.1 12566.66
-117.90
Loss on revaluation of Investments -1.68 -1.74 0.8
-12.28
Provision for Standard Assets 0.42 384.84 403.04
-22.96
Income from Investment in Subsidiaries -71.54 -67.87 -50.17

Income from Investment 125.72

426.7 -277.81 369.55
(Appreciation)/Depreciation
9897.48 11828.36
Sub total 22704.95 11906.25

Adjustments for:
21661.98
Increase / (Decrease) in Deposits 105350.73 26317.9 74261.41
26059.70
Increase / (Decrease) in Borrowings -13373.07 -630.53 2749.08
Increase / (Decrease)in Other Liabilities -8113.37
2717.14 -2758.16 3195.35
and Provisions
-21823.78
(Increase) / Decrease in Investments -10911.91 -22961.73 -9301.97
-15586.17
(Increase) / Decrease in Advances -36588.8 -15178.03 -58600.44
10713.70
(Increase) / Decrease in Other Assets -12408.91 -1564.1 -5392.73
Taxes (Paid) / Refund -1493.89 -1514.49 -1645.38 1200
Sub total 11418.18 33270.69 -15129.27 5710.7
Net Cash Flow from Operating 23825.74
58533.22 -5458.74 17886.08
Activities (A)
B. Cash Flow from Investing Activities
:
-223.47
Net Inflow / Outflow from Sale /Purchase
-737.38 -326.56 -511.29
of Fixed Assets

Investment in Subsidiaries/ Joint -

- -18.89 0
Ventures/

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Disposal of Investment in Jv, Subsidiaries -

- 0.53 -
etc
22.96
Income from Investment in Subsidiaries 71.54 67.87 50.17

Net Cash Flow from Investing -200.51

-665.84 -277.05 -461.12
Activities (B)
C. Cash Flow from Financing
Activities:
Payment on redemption of Bonds / Sub. -930
-2620 -600 -565.3
Debts
0
Dividend (Interim & Final) Paid 0 0 0
-990.27
Interest Paid on IPDI, Sub.&, Upper Tier
-2019.04 -1116.44 -1176.58
2 Bonds
167.39
Increase in paid up capital 193.24 276.99 20

Share Premium recd. on new issue of 2322.58

1797.99 6294.02 537.28
share capital
Share Application Money pending for -
- -
Allotment
Amount paid to e-SB shareholders (for -
-4.30
fraction part)
Proceeds from Issue of Upper Tier 2 -
- - -
bonds
-
Proceeds from Issue of Perpetual Bonds 2936 3000 -

Net Cash Flow from Financing 569.70

283.89 7854.57 -1184.6
Activities (C)
Net Increase in Cash & Cash 24194.94
58151.27 2118.78 16240.36
Equivalents (A)+(B)+(C)
Cash /Equivalents as at the beginning 178408.02
120256.75 66152.70 49912.34
of the year
Cash / Equivalents as at the end of the 202602.97
178408.02 68271.48 66152.70
year

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vi. Consolidated Cash Flow Statement

(In Crore)

Year Year Year

ended ended ended
Particulars
30.09.2021
31.03.2021 31.03.2020 31.03.2019

A. Cash Flow from Operating

Activities:

Net Profit after Taxes 2548.94 2890.6 -1986.43 601.85

Adjustments for:
Provision for income tax 1770.09 1179.57 509 -2658.55
Depreciation on Fixed Assets 360.00 838.04 445.91 428.83
0.48
Profit/ (Loss) on sale of Fixed Asset -28.7 1.34 2.86

Provision for Other Items 1416.84 1707.64 646.36 -576.13

990.27
Interest on Tier 1 and Tier 2 Bonds 2013.65 1116.44 1176.58

Provision for NPA 5416.03 14174.2 10733.64 12734.22

-
Less: Amount Drawn from the Other
2515.99 -1169.55 -322.4
Reserves
898.02
Profit/Loss on revaluation of Investments 2543.76 -1.74 -0.8

-12.62
Provision for Standard Assets 2.28 380.46 407.8

-2448.50
Profit on sale of Investment -4066.17 -716.12 -424.41

129.42
Provision for (Appreciation)/Depreciation
426.69 -572.96 369.55
on Investment

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Sub total 8520.03 21306.95 11372.78 11137.55

Adjustments for:
21649.11
Increase / (Decrease) in Deposits 105418.13 26285.3 74276.04

26130.46
Increase / (Decrease) in Borrowings -13344.62 -680.37 2698.44

-10171.41
Increase / (Decrease)in Other Liabilities
-5290.86 -13113.41 -7276.36
and Provisions
-23022.81
(Increase) / Decrease in Investments -15545.46 -22978.53 -10638.14

-10676.47
(Increase) / Decrease in Advances -22484.38 -4288.61 -46040.19

10659.26
(Increase) / Decrease in Other Assets -12301.06 -1562.88 -5453.82

-166.27
Increase / (Decrease) Minority Interest 63.28 62.23 146.07

-1507.77
Direct Taxes (Paid) / Refund -1594.9 -1600.78 1214.72

12894.10
Sub total 34920.13 -14675.49 6497.32

23963.07
Net Cash Flow from Operating
59117.68 -5289.14 18236.72
Activities (A)

B. Cash Flow from Investing Activities :

-323.67
Net Inflow / Outflow from Sale /Purchase
-922.72 -337.82 -605.72
of Fixed Assets

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-186.90
Investment in Subsidiaries/ Joint Ventures/ -222.35 -271.43 -171.14

40.03
(Increase) /Decrease in other reserves 115.94 198.44 46.46

-470.54
Net Cash Flow from Investing Activities
-1029.13 -410.81 -730.4
(B)

C. Cash Flow from Financing Activities:

Share Capital 167.39 193.24 276.99 20

2322.58
Share Premium 1797.99 6231.72 537.29

-930.00
Increase /( Decrease) of Bonds including
316.8 2400 -565.3
subordinated Debts

0
Share Application Money Pending for
0 0 0
Allotment
0
Dividend (Interim & Final) Paid 0 0 0

-990.27
Interest Paid on IPDI, Subordinated
-2013.65 -1116.44 -1176.58
Bonds, Upper Tier 2 Bonds

0
Amount paid to e-SB shareholders (for
-4.30 - -
fraction part)

569.70
Net Cash Flow from Financing
290.08 7792.27 -1184.59
Activities (C)

Cash flow on account of exchange

fluctuation (D)

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18.38
Cash generated on account of exchange
-87.33 -33.73 -15.09
fluctuation
24080.61
Net Increase in Cash & Cash
58291.3 2058.59 16306.64
Equivalents (A)+(B)+©+(D)
178866.38
Cash and Cash Equivalents as at the
120575.1 66531.23 50224.59
beginning of the year
202946.99
Cash and Cash Equivalents as at the
178866.39 68589.82 66531.23
end of the year

vii. Auditors’ Qualifications

Financial Year Auditors’ Qualifications

2020-21 Nil
2019-20 Nil
2018-19 Nil
2017-18 Nil

J. REVIEW OF STANDALONE FINANCIAL INFORMATION OF THE ISSUER AS OF SEPT 30, 2021

Sr.No. Particulars Year ended Year ended Year ended

30.09.2021 31.03.2021 31.03.2020 31.03.2019
(Audited) (Audited) (Audited) (Audited)
1. Interest Earned (a+b+c+d) 33848.06 69239.79 48934.99 46810.34
a) Interest/ discount on advances/ bills 24189.92 50405.00 36075.88 34319.28
b) Income from Investments 8381.61 16859.20 11335.88 10937.51
c) Interest on balances with Reserve Bank 1230.65 1851.53 1400.27 828.01
of India and other Inter Bank Funds
d) Others 45.88 124.06 122.96 725.54
2. Other Income 8423.71 15285.29 7813.15 6574.96
3. Total Income (1+2) 42271.77 84525.08 56748.14 53385.30

4. Interest Expended 21414.92 45177.62 35811.08 32332.22

5. Operating Expenses (i)+(ii)+(iii) 9772.33 19338.19 11577.24 10462.21
(i) Employees Cost 6503.69 12689.96 7134.18 5675.11
(ii) Rent, Taxes and Lighting 551.56 1120.15 792.37 986.96
(iii) Other Operating Expenses 2717.08 5528.08 3650.69 3800.15
6. Total Expenditure (4)+(5) (excluding 31187.25 64515.81 47388.32 42794.43
Provisions and Contingencies)
7. Operating Profit before provisions & 11084.52 20009.27 9359.82 10590.87
contingencies (3-6)

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Sr.No. Particulars Year ended Year ended Year ended

30.09.2021 31.03.2021 31.03.2020 31.03.2019
(Audited) (Audited) (Audited) (Audited)
8. Provisions (other than tax) and 6503.69 16302.05 11595.54 10243.85
Contingencies
9. Exceptional Items
10. Profit (+)/ Loss (-) from Ordinary 4265.55 3707.22 (1755.57) (2327.41)
Activities before Tax (7-8-9)
11. Tax Expense- Current Year 1755.47 1149.64 480.15 (2674.43)
12. Profit (+)/ Loss (-) from Ordinary 2510.08 2557.58 (2235.72) 347.02
Activities after Tax (10-11)
13. Extraordinary Items (net of tax expense) - -
14. Net Profit (+)/ Loss (-) for the period (12- 2510.08 2557.58 (2235.72) 347.02
13)
15. Paid-up Equity Share Capital (Face 1814.13 1646.74 1030.23 753.24
Value of each share- Rs.10/-)
16. Reserves excluding revaluation reserves - 48953.95 31929.94 -

(*Figures related to standalone Canara Bank financials for pre-amalgamation for the period ended 31.03.2020)

K. Material event/ development or change at the time of Issue

The Issuer hereby confirms that there has been no material event, development or change having implications on
the financials/ credit quality of the Issuer (e.g. any material regulatory proceedings against the Issuer/
promoters of the Issuer, tax litigations resulting in material liabilities, corporate restructuring event etc) at the
time of Issue which may affect the Issue or the investor’s decision to invest/ continue to invest in the Non-
convertible redeemable preference shares of the Issuer.

L. Name of the Bond Trustee

SBICAP Trustee Company Ltd has given the consent for appointment as Trustee for the Issue vide its letter dated
21st June, 2021. Copy of letter from SBICAP Trustee Company Ltd conveying their consent to act as Trustees for
the current issue of Bonds is enclosed as annexure III in this Placement Memorandum.

M. Detailed rating rationale(s) adopted / Credit Rating Letter issued

Please refer to Annexure I (for rating letter issued by CRISIL Limited) and II (for rating letter issued by India
Ratings & Research Private Limited) of the Placement Memorandum.

N. If the security is backed by a guarantee or letter of comfort or any other document/ letter with similar
intent, a copy of the same shall be disclosed

Not applicable.

O. Copy of consent letter from the Debenture Trustee

Please refer to Annexure III of the Placement Memorandum.

P. Names of all stock exchanges where the Debt Securities are proposed to be listed

The Bonds are proposed to be listed on the Debt segment of NSE

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Q. Any litigation or legal action pending or taken by a Government Department or a statutory body during
the last three years immediately preceding the year of the issue of prospectus against the promoter of the
Bank

President of India is the Promoter of the Issuer and hence the details of litigation or legal action pending or
taken by a Government Department or a statutory body during the last three years immediately preceding the
year of the issue are not applicable.

R. Details of default and non-payment of statutory dues

There is no default and non-payment of statutory dues.

S. Other Details

i. DRR Creation

As per the Ministry of Companies Affairs GOI Notification dt.31.03.2014 and Companies (Share Capital and
Debentures) Rules 2014 no debenture redemption reserve is required for debentures issued by Banking
Companies for both public as well as privately placed debentures. The Bank has appointed a trustee to protect
the interest of the Bondholders.

ii. Issue/instrument specific regulation

Basel III Regulations and SEBI NCS Regulations. The definitions, abbreviations or terms wherever used shall have
the same meaning as defined in the RBI circulars applicable to the issue of these bonds.

iii. Delay in allotment of securities

The allotment of securities shall be made within the timelines stipulated under SEBI Operational Circular.

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T. Disclosure of Cash flow with date of interest and redemption payment as per day count convention
As per Chapter III of SEBI Operational Circular No: SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021,
illustrative cash flow for bonds is as under:

ILLUSTRATION:

Name of the Issuer Canara Bank

Face Value (per bond) Rs. 1,00,00,000/-
Deemed Date of Allotment 02-12-2021
Call option Date 02-12-2026 (or any anniversary date thereafter, subject to Tax
Call/ Regulatory Call, For details refer Term sheet)
Redemption Date Perpetual
Coupon Rate 8.05 %
Frequency of Interest Payment Annually
Day Count Convention Actual/Actual

Scenario 1: Call Option not exercised

Cash Flows Original Coupon Modified Coupon No of Days Amount Payable

Payment dates and Payment Dates and for per Bond (in Rs)
Illustrative Call Option Illustrative Call Denominator
Due date Option Due Date
1st Coupon Payment Friday, 02 December Friday, 02 December 8,05,000/-
2022 2022 365
2nd Coupon Payment Saturday, 02 Saturday, 02 8,05,000/
December, 2023 December, 2023 365
3rd Coupon Payment Monday, 02 December, Monday, 02 8,05,000/
2024 December, 2024 366
4th Coupon Payment Tuesday, 02 December, Tuesday, 02 8,05,000/
2025 December, 2025 365
5th Coupon Payment Wednesday, 02 Wednesday, 02 8,05,000/
December, 2026 December, 2026 365
Upto Perpetual....

Notes:

1. The above example is for illustration purpose only. The actual payment will be made as per provisions of
summary term sheet.

2. Business day shall be the day on which money on which commercial banks are open for business in the
city of Bengaluru, Karnataka and when the money market in functioning in Mumbai. If the interest
payment date / redemption date does not fall on a Business day, then payment of interest / principal
amount shall be made in accordance with SEBI operational circular No. SEBI/HO/DDHS/P/CIR/2021/613
dated August 10, 2021 as amended from time to time.
3. If any coupon payment date, other than the ones falling on the redemption date falls on a day that is
not a business day, the payment shall be made by the issuer on the immediately succeeding business
day which becomes the coupon payment date for that coupon. However, the future coupon payment
dates would be as per the schedule originally stipulated at the time of issuing the bonds.
4. If the redemption date of the bonds falls on a day that is not a business day, the redemption amount
shall be paid by the issuer on the immediately preceding business day which becomes the new
redemption date, along with interest accrued on the bonds until but excluding the date of such
payment.
5. It is clarified that interest / redemption with respect to debentures, interest / redemption payments
shall be made only on the days when commercial banks are open for business in the city of Bengaluru,
Karnataka and when the money market in functioning in Mumbai.

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6. Interest payments will be rounded off to the nearest rupee as per the FIMMDA Handbook on market
practices.

Scenario 2: Assuming Call Option is exercised at the end of the 5 th anniversary of the Deemed Date of
Allotment

Cash Flows Original Coupon Modified Coupon No of Days for Amount Payable
Payment dates and Payment Dates and Denominator per Bond (in Rs)
Illustrative Call Illustrative Call
Option Due date Option Due Date
1st Coupon Payment Friday, 02 December Friday, 02 December 8,05,000/
2022 2022 365
2nd Coupon Payment Saturday, 02 Saturday, 02 8,05,000/
December, 2023 December, 2023 365
3rd Coupon Payment Monday, 02 Monday, 02 8,05,000/
December, 2024 December, 2024 366
4th Coupon Payment Tuesday, 02 Tuesday, 02 8,05,000/
December, 2025 December, 2025 365
5th Coupon Payment Wednesday, 02 Wednesday, 02 8,05,000/
December, 2026 December, 2026 365
Principal Redemption 1,08,05,000/
of Principal on
account of exercise of Wednesday, 02 Wednesday, 02
Call Option*. December, 2026 December, 2026 365

Notes:

1. The above example is for illustration purpose only. The actual payment will be made as per
provisions of summary term sheet.

2. Business day shall be the day on which money on which commercial banks are open for business in
the city of Bengaluru, Karnataka and when the money market in functioning in Mumbai. If the
interest payment date / redemption date does not fall on a Business day, then payment of interest
/ principal amount shall be made in accordance with SEBI operational circular No.
SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 as amended from time to time.
3. If any coupon payment date, other than the ones falling on the redemption date falls on a day that
is not a business day, the payment shall be made by the issuer on the immediately succeeding
business day which becomes the coupon payment date for that coupon. However, the future coupon
payment dates would be as per the schedule originally stipulated at the time of issuing the bonds.
4. If the redemption date of the bonds falls on a day that is not a business day, the redemption amount
shall be paid by the issuer on the immediately preceding business day which becomes the new
redemption date, along with interest accrued on the bonds until but excluding the date of such
payment.
5. It is clarified that interest / redemption with respect to debentures, interest / redemption
payments shall be made only on the days when commercial banks are open for business in the city
of Bengaluru, Karnataka and when the money market in functioning in Mumbai.
6. Interest payments will be rounded off to the nearest rupee as per the FIMMDA Handbook on market
practices.

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II.TERMS OF ISSUE
1. Date of passing of board resolution authorizing the offer of securities

May 28, 2021

2. Details of the bonds proposed to be issued and listed

Non-Convertible, Perpetual, Taxable, Subordinated, Fully paid-up, Unsecured Basel III Compliant Additional Tier
1 Bonds in the nature of debentures of Face value of Rs 1 Crore each in dematerialized form made in compliance
with the applicable regulations specified by SEBI, the RBI guidelines and other applicable laws.

3. Applicable Regulation

The present issue of Bonds is being made in pursuance of Master circular no. DBR.No.BP.BC.1/21.06.201/2015-16
dated July 01, 2015 issued by the Reserve Bank of India on Basel III Capital Regulations and clarification issued
thereof vide circular no. DBR.No.BP.BC.71/21.06.201/2015-16 dated January 14, 2016 and DBR.
BP.BC.No.50/21.06.201/2016-17 dated February 02, 2017 (“Master Circular”) covering terms and conditions for
issue of Perpetual Debt Instruments (“PDIs”) for inclusion in Additional Tier 1 Capital (Annex 4 of the Master
Circular) and minimum requirements to ensure loss absorbency of Additional Tier 1 instruments at pre-specified
trigger and of all non-equity regulatory capital instruments at the point of non-viability (Annex 16 of the Master
Circular) as amended or replaced from time to time. In the event of any inconsistency in terms of the Bonds as
laid down in any of the transaction document(s) and terms of the Master Circular, the provisions of the Master
Circular shall prevail.

The issue of Bonds and the terms and conditions of the Bonds will be subject to the applicable guidelines issued
by the Reserve Bank of India and the Securities and Exchange Board of India (SEBI) from time to time.

The bank can issue the bonds proposed by it in view of the present approvals and no further internal and external
permission/approval(s) is/are required to undertake the proposed activity.

4. Objects of the Issue

The proposed Issue is being made for augmenting Additional Tier I Capital (As per the terms defined in Basel III
guidelines) and overall capital of the Bank for strengthening its capital adequacy and for enhancing its long-term
resources in accordance with RBI Guidelines.

5. Price at which the security is being offered including the premium, if any

Each of the Bonds have a face value of Rs. 1,00,00,000 (Rupees One Crore only), with no premium.

6. Name and address of the valuer who performed valuation of the security offered

Not applicable, as the Bonds being offered are unsecured and are being issued at par.

7. Amount intended to be raised

Aggregate Total Issue size not exceeding Rs 1500 crore. Through private placement.

8. Authority for the Issue

The present issue of Bonds is being made pursuant to the resolution of the Board of Directors dated 28.05.2021
authorizing issue of Bonds offered under terms of this Placement Memorandum.

The bank can issue the bonds proposed by it in view of the present approvals and no further internal and external
permission/approval(s) is/are required to undertake the proposed activity.

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9. Terms of raising securities

Non-Convertible, Perpetual, Taxable, Subordinated, Fully paid-up, Unsecured Basel III Compliant Additional Tier
1 Bonds in the nature of debentures in dematerialised form for inclusion in Additional Tier I Capital.

10. Paid in status

Fully paid in

11. Maturity period

Perpetual i.e. there is no maturity date and there are no step-ups or other incentives to redeem.

12. Rate of interest

The Bonds have been issued with a fixed rate of interest.

13. Put and Call Option

In pursuance of Master circular no. DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015 issued by the Reserve
Bank of India on Basel III Capital Regulations and clarification issued thereof vide circular no.
DBR.No.BP.BC.71/21.06.201/2015-16 dated January 14, 2016 and DBR. BP.BC.No.50/21.06.201/2016-17 dated
February 02, 2017 (“Master Circular”) covering terms and conditions for issue of Perpetual Debt Instruments
(“PDIs”) for inclusion in Additional Tier 1 Capital (Annex 4 of the Master Circular) and minimum requirements to
ensure loss absorbency of Additional Tier 1 instruments at pre-specified trigger and of all non-equity regulatory
capital instruments at the point of non-viability (Annex 16 of the Master Circular) as amended or replaced from
time to time, the Bonds shall not have any “Put Option”.

The Bonds may have “Call Option” exercisable at the initiative of the Bank only after a minimum of five years,
subject to compliance with the terms specified in the RBI Regulations.

Therefore, (i) the Bondholder(s) shall not have any right to exercise Put Option; and (ii) the Issuer shall not have
right to exercise Call Option to redeem the Bonds, in whole or in part, prior to the Redemption Date subject to
RBI regulations.

14. Minimum Subscription

1 Bond (One Bond i.e. Rs. 1 crore) and in multiples of 1 Bond i.e. Rs. 1 crore thereafter.

15. Underwriting

The present Issue of Bonds is on a Private Placement basis and has not been underwritten.

16. Status of Bondholders/ Seniority of Claim

The order of claims/ write-down/write-off of various types of regulatory capital instruments issued by the Bank
or may be issued by the Bank in future shall be in accordance with the order of seniority and as per usual legal
provisions governing priority of charges. The claims of Bondholders (investors in Perpetual Debt Instruments for
inclusion as Additional Tier 1 Capital) shall be:

a) superior to the claims of investors in equity/ common shares, perpetual non-cumulative preference shares
and other regulatory capital instruments eligible for inclusion in Tier 1 capital of the Bank. However, claims of
Perpetual Debt Instruments eligible for inclusion in Additional Tier 1 capital shall be on paripassu basis amongst
themselves irrespective of the date, amount or terms of issue;

b) subordinated to the claims of (i) all depositors; (ii) general creditors; (iii) subordinated debt other than
subordinated debt qualifying as Additional Tier 1 capital(as defined in the Basel III Guidelines);

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c) neither secured nor covered by a guarantee of the Bank or its related entity or any other arrangement that
legally or economically enhances the seniority of the claims of Bondholders vis-à-vis creditors of the Bank;
d) unless the terms of any subsequent issuance of the bonds/ debentures by the Bank specifies that the claims
of such subsequent bondholders are senior or subordinate to the bonds issued under the Placement Memorandum
or unless the RBI specifies otherwise in its guidelines or regulations, the claims of the Bondholders shall be pari-
passu claims of holders of such subsequent debentures / bond issuances of the Bank;

e) rank paripassu without preference amongst themselves and other subordinated

debt classifying as Additional Tier 1 Capital in terms of Basel III Guidelines

Notwithstanding anything to the contrary stipulated herein, the claims of the Bondholders shall be subject to the
provisions of Coupon Discretion, Loss Absorbency and Other Events mentioned in this Placement Memorandum.

The Bonds shall not contribute to liabilities exceeding assets of the Bank if such a balance sheet test forms part
of a requirement to prove insolvency under any law or otherwise.

If the Bank goes into liquidation, after the Basel III Compliant Additional Tier 1 instruments have been written
down, the Bondholders shall have no claim on the proceeds of liquidation.

17. Loss Absorption Features

The Bonds may be classified as liabilities for accounting purposes. The Bonds (including all claims, demands on
the Bonds and interest thereon, whether accrued or contingent) are issued subject to loss absorbency features
applicable for non-equity capital instruments issued in terms of Basel III Guidelines including in compliance with
the requirements of Annex 4 thereof and are subject to certain loss absorbency features as described herein and
required of Additional Tier 1 instruments at Pre-Specified Trigger Level and at the Point of Non Viability as
provided for in Annex 16 of the aforesaid circular as amended from time to time.
Accordingly, the Bonds and any claims or demands of any Bondholder or any other person claiming for or on
behalf of or through such Bondholder, against the Bank, may be written-down in whole or in part in case event of
Pre-Specified Trigger Level or written-off in case of event of Point of Non–Viability (PONV)

18. Pre-specified Trigger Level

If the Common Equity Tier 1 of the Bank falls below 6.125% of risk weighted assets (“RWA”), each of the trigger
levels referred to hereinabove is called the “Pre-Specified Trigger Level”
A write-down of the Bonds may have the following effects:
(i) reduce the claim of the Bond (up to nil) in liquidation;
(ii) reduce the amount to be re-paid on the Bond when call is exercised (up to nil);
(iii) partially or fully reduce Coupon payments on the Bond In relation to Loss Absorption at Pre-Specified Trigger
Level, the following may be noted:
a) The write-down of any Common Equity Tier 1 capital shall not be required before a write-down of any AT1
Instrument (including the Bonds).
b) The aggregate amount to be written-down for all AT1 Instruments on breaching the Pre-Specified Trigger
Level must be at least the amount needed to immediately return the Bank’s CET1 ratio to the trigger level (i.e.
CET from write-down generated under applicable Indian Accounting Standards or RBI Instructions net of
contingent liabilities, potential tax liabilities etc., if any) or, if this is not possible, the full principal value of the
instruments.
c) Further, the Bank shall have full discretion to determine the amount of AT1 Instruments (including the
Bonds) to be written-down subject to the amount of write-down not exceeding the amount which would be
required to bring the CET1 ratio to 8.625% of RWAs (minimum CET1 of 6.125% + capital conservation buffer of
2.5%).
d) When the Bank breaches a Pre-Specified Trigger Level and the equity is replenished through write-down,
such replenished amount of equity will be excluded from the total equity of the Bank for the purpose of
determining the proportion of earnings to be paid out as dividend in terms of rules laid down for maintaining

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capital conservation buffer. However, once the Bank has attained total common equity ratio of 8% without
counting the replenished equity capital that point onwards, the Bank may include the replenished equity capital
for all purposes.
e) The Bank shall have the discretion to write-down the Bonds multiple times in case the Bank hits Pre-
Specified Trigger Level subsequent to the first write-down.
The Bonds which have been written off can be written up (partially or full) at the absolute discretion of the Bank
and subject to compliance with RBI instructions (including permission, consent if any).

19. PONV Trigger

The Bonds can be permanently written off upon the occurrence of the PONV Trigger (as per the section “Write-
off on Trigger Event” below). PONV trigger event shall be as defined in the aforesaid Basel III Guidelines and shall
be determined by the RBI.

RBI may in its imminence alter or modify the PONV trigger whether generally or in relation to the Bank or
otherwise. In any case it should be noted that following writing-off of the Bonds and claims and demands as
noted above neither the Bank, nor any other person on the Bank’s behalf shall be required to compensate or
provide any relief, whether absolutely or contingently, to the Bondholder or any other person claiming for or on
behalf of or through such holder and all claims and demands of such persons, whether under law, contract or
equity, shall stand permanently and irrevocably extinguished and terminated.

Unless otherwise specified in this Placement Memorandum, the write-off of any common equity or any other
regulatory capital (as understood in terms of the aforesaid circular or any replacement/amendment thereof),
whether senior or paripassu or subordinate, and whether Additional Tier 1 capital or otherwise shall not be
required before the write-off of any of the Bonds and there is no right available to the Bondholder hereof or any
other person claiming for or on behalf of or through such holder to demand or seek that any other regulatory
capital be subject to prior or simultaneous write-off or that the treatment offered to holders of such other
regulatory capital be also offered to the Bondholders.

The Bonds are issued subject to Basel III Guidelines on PONV as amended from time to time (including all claims,
demands on the Bonds and interest thereon, whether accrued or contingent), and at the option of the RBI, can
be permanently written off upon the occurrence of the trigger event, called “Point of Non-Viability Trigger”
(“PONV Trigger”).

The PONV Trigger event is the earlier of:

a. decision that a full and permanent write-off without which the Bank would become non-viable, is necessary,
as determined by the Reserve Bank of India; and

b. the decision to make a public sector injection of capital, or equivalent support, without which the Bank
would have become non-viable, as determined by the relevant authority.

The amount of non-equity capital to be written-off will be determined by RBI.

The write-off of any Common Equity Tier 1 capital shall not be required before the write-off of any Non-equity
(Additional Tier 1 and Tier 2) regulatory capital instrument. The order of write-off of the Bonds shall be as
specified in the order of seniority as per this Placement Memorandum and any other regulatory norms as may be
stipulated by the RBI from time to time.

Such a decision would invariably imply that the write-off consequent upon the trigger event must occur prior to
any public sector injection of capital so that the capital provided by the public sector is not diluted. The
Bondholders shall not have any residual claims on the Bank (including any claims which are senior to ordinary
shares of the Bank), following any trigger event.

In any case it should be noted that following writing-off of the Bonds and claims and demands as noted above
neither the Bank, nor any other person on the Bank's behalf shall be required to compensate or provide any
relief, whether absolutely or contingently, to the Bondholder or any other person claiming for or on behalf of or

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through such holder and all claims and demands of such persons, whether under law, contract or equity, shall
stand permanently and irrevocably extinguished and terminated. Unless otherwise specified in this Placement
Memorandum, the write-off of any common equity or any other regulatory capital (as understood in terms of the
aforesaid circular or any replacement/amendment thereof), whether senior or paripassu or subordinate, and
whether an Additional Tier 1 capital or otherwise shall not be required before the write-off of any of the Bonds
and there is no right available to the Bondholder hereof or any other person claiming for or on behalf of or
through such holder to demand or seek that any other regulatory capital be subject to prior or simultaneous
write-off or that the treatment offered to holders of such other regulatory capital be also offered to the
Bondholders.

For these purposes, the Bank may be considered as non-viable if:

The Bank which, owing to its financial and other difficulties, may no longer remain a going concern on its own in
the opinion of the RBI unless appropriate measures are taken to revive its operations and thus, enable it to
continue as a going concern. The difficulties faced by the Bank should be such that these are likely to result in
financial losses and raising the Common Equity Tier 1 capital of the Bank should be considered as the most
appropriate way to prevent the Bank from turning non-viable. Such measures would include write-off /
conversion of non-equity regulatory capital into common shares in combination with or without other measures
as considered appropriate by the RBI.

The Bank facing financial difficulties and approaching a PONV will be deemed to achieve viability if within a
reasonable time in the opinion of RBI, it will be able to come out of the present difficulties if appropriate
measures are taken to revive it. The measures including augmentation of equity capital through write off of
Bonds/ public sector injection of funds are likely to:

a. Restore depositors’/investors’ confidence;

b. Improve rating /creditworthiness of the Bank and thereby improve its borrowing capacity and liquidity and
reduce cost of funds; and

c. Augment the resource base to fund balance sheet growth in the case of fresh injection of funds.

The trigger at PONV will be evaluated both at consolidated and solo level and breach at either level will trigger
write-off.

20. Purchase/ funding of bonds by the Bank

Neither the Bank nor any related party over which the Bank exercises control or significant influence (as defined
under relevant Accounting Standards) shall purchase the Bonds, nor would the Bank directly or indirectly fund
the purchase of the Bonds. The Bank shall also not grant advances against the security of the Bonds issued by it.

21. Terms of Payment

The full face value of the Bonds applied for is to be paid along with the Application Form. Applicant(s) need to
send in the Application Form and the application amount through RTGS for the full value of Bonds applied for.

Face Value per Bond Minimum Application Size Amount Payable on

Application per Bond
Rs.1 Crore 1 Bond and in multiples of 1 Bond Minimum is Rs 1 crore and in
thereafter multiples of Rs 1 crore
22. Deemed Date of Allotment
Interest on Bonds shall accrue to the Bondholders on the Deemed date of allotment. All benefits under the Bonds
including payment of interest will accrue to the Bondholders from and including 02-12-2021, which shall be the
Deemed Date of Allotment. All benefits relating to the Bonds will be available to the applicants from the Deemed
Date of Allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of
Allotment. The Bank reserves the right to keep multiple allotment date(s)/ date(s) of allotment at its sole and
absolute discretion without any notice. If the issue closing date/ pay in dates is/are changed (pre-poned /
postponed), the Deemed Date of Allotment may also be changed (pre-poned / postponed) by the Bank at its sole
and absolute discretion.

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23. Trading of Bonds

The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of Rs.1 Crore each.
Trading of Bonds would be permitted in Demat mode only in standard denomination of 1 bond of Rs.1 Crore and
such trades shall be cleared and settled in recognized stock exchange(s) subject to conditions specified by SEBI.
In case of trading in Bonds which has been made over the counter, the trades shall be reported on a recognized
stock exchange having a nation-wide trading terminal or such other platform as may be specified by SEBI.

24. Mode of Transfer of Bonds

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the
NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules
notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form
shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions
containing details of the buyer’s DP account to his depository participant. The transferee(s) should ensure that
the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be
paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such
cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Bank.

Transfer of Bonds to and from NRIs/ OCBs, in case they seek to hold the Bonds and are eligible to do so, will be
governed by the then prevailing guidelines of RBI.

25. Common Form of Transfer

The Bank undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of this
Placement Memorandum.

26. Interest on the Bonds

The face value of the Bonds, after adjustments and write-off on account of Loss absorbency and other events
mentioned in the Summary Term Sheet, shall carry interest at the coupon rate (subject to deduction of income
tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re enactment
thereof, as applicable) are mentioned in the Summary Term Sheet.

In pursuance of Master Circular No. RBI/2015-16/58 DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015,
issued by the Reserve Bank of India on Basel III capital regulations covering criteria for inclusion of debt capital
instruments as Additional Tier 1 Capital, the Bonds shall not have any step-ups or any other incentives to
redeem. Further, the Bonds shall not have a credit sensitive coupon feature, i.e. a coupon that is reset
periodically based in whole or in part on Bank’s credit standing.

The interest will be paid to those bondholders whose name appears on the record of the Depositories as on the
Record Date. Interest will be paid by RTGS/NEFT/ Pay Orders/ Demand Drafts.

27. Deduction of Tax at Source

Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted
at source out of interest payable on Bonds. Tax exemption certificate/documents, under section 193 of the
income tax act 1961 if any must be lodged at the registered office of the bank or at such other place as may be
notified by the bank in writing, at least 30 calendar working days before the interest payment days.

The tax exemption certificate/declaration of non-deduction of tax at source on interest on application money
should be submitted along with application form. Where any deduction of income tax is made at source, the bank
shall send to the bond holders a certificate of tax deduction at source. Regarding deduction of tax at source and
the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax
consultants.

Tax deduced at source will be paid to income tax authorities on accrual or payment whichever is earlier.

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28. Redemption/Maturity:

Redemption date Not Applicable

Redemption amount Not Applicable. However, in case of Redemption on account of exercise of Call
Option or Otherwise, in accordance with RBI Guidelines, the Bonds shall be
redeemed at par along with interest accrued till one day prior to the
redemption date subject to adjustments and write off on account of “loss
absorbency” and “other events” mentioned in this Term sheet

29. Settlement/ Payment on Redemption

Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/ redemption
warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT mechanism in the name of the
Bondholders whose name appear on the List of Beneficial Owners given by Depository to the Bank as on the
Record Date.

30. Effect of Holidays

If any coupon payment date, other than the ones falling on the redemption date, falls on a day that is not a
business day, the payment shall be made by the issuer on the immediately succeeding business day, which
becomes the coupon payment date for that coupon. However, the future coupon payment dates would be as per
the schedule originally stipulated at the time of issuing the debentures. In other words, the subsequent coupon
payment dates would not be changed merely because the payment date in respect of one particular coupon
payment has been postponed earlier because of it having fallen on a non business day.
If the Call Option Due Date (also being the last Coupon Payment Date, in case call option is exercised) of the
Bonds falls on a day that is not a Business Day, the Call Option Price shall be paid by the Bank on the
immediately preceding Business Day along with interest accrued on the Bonds until but excluding the date of
such payment.

In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day
shall be considered as the Record Date.

31. List of Beneficial Owners

The Bank shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date.
This shall be the list, which shall be considered for payment of interest or repayment of principal amount on due
date/ exercising of call option, as the case may be. In case, the beneficial owner is not identified by the
Depository on the Record Date due to any reason whatsoever, the Issuer shall keep in abeyance the payment of
interest or other benefits, till such time the beneficial owner is identified by the depository and intimated to the
Issuer. On receiving such intimation, the Issuer shall pay the interest or other benefits to the beneficiaries
identified, within a period of 15 days from the date of receiving such intimation.

32. Succession

In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for
the time being, the Bank shall recognize the executor or administrator of the deceased Bondholder, or the holder
of succession certificate or other legal representative as having title to the Bond(s). The Bank shall not be bound
to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it
is necessary, or letter of administration or such holder is the holder of succession certificate or other legal
representation, as the case may be, from a Court in India having jurisdiction over the matter. The Bank may, in
its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or
succession certificate or other legal representation, in order to recognize such holder as being entitled to the
Bond(s) standing in the name of the deceased Bondholder on production of sufficient documentary proof or
indemnity.

Where a non-resident Indian becomes entitled to the Bond by way of succession, all such procedures and
compliances as may be required under Foreign Exchange Management Act , 1999 as amended from time to time.

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the following steps have to be complied:

a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was
acquired by the NRI as part of the legacy left by the deceased holder.

b. Proof that the NRI is an Indian National or is of Indian origin.

Such holding by the NRI will be on a non-repatriation basis.

33. Who Can Apply

In terms of SEBI circular no. EBI/HO/DDHS/CIR/P/2020/199 dated October 6, 2020, only Qualified Institutional
Buyers (QIBs) are allowed to participate in the issuance of AT1 instruments.

Only those investors who are permitted to invest in this issue as per RBI guidelines and SEBI NCS Regulations
2021, applicable for issuance and listing of these bonds.

The following class of investors who fall under the definition of Qualified Institutional Buyers under Regulation 2
(ss) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, are
eligible to participate in the offer (being Eligible Investors) ;

i. a mutual fund, venture capital fund, alternative investment fund and foreign venture capital investor
registered with SEBI;
ii. a foreign portfolio investor other than individuals, corporate bodies and family offices;
iii. a public financial institution;
iv. a scheduled commercial bank;
v. a multilateral and bilateral development financial institution;
vi. a state industrial development corporation;
vii. an insurance company registered with the Insurance Regulatory and Development Authority of India;
viii. a provident fund with minimum corpus of twenty five crore rupees;
ix. a pension fund with minimum corpus of twenty five crore rupees;
x. National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
the Government of India published in the Gazette of India;
xi. insurance funds set up and managed by army, navy or air force of the Union of India; and
xii. insurance funds set up and managed by the Department of Posts, India; and
xiii. Systemically important non-banking financial companies.

This being a private placement Issue, the eligible investors who have been addressed through this communication
directly and are allowed to participate in terms of Chapter XIII of the SEBI NCS Operational Circular, are only
eligible to participate.

This Issue is restricted only to the above investors. Prospective subscribers must make their own independent
evaluation and judgment regarding their eligibility to invest in the issue.

Prior to making any investment in these Bonds, each investor should satisfy and assure himself/herself/itself that
he/she/it is authorized and eligible to invest in these Bonds. The Bank shall be under no obligation to verify the
eligibility/authority of the investor to invest in these Bonds. Further, mere receipt of this Placement
Memorandum (and/or any Transaction Document in relation thereto and/or any draft of the Transaction
Documents and/or the Placement Memorandum) by a person shall not be construed as any representation by the
Bank that such person is authorized to invest in these Bonds or eligible to subscribe to these Bonds. If after
applying for subscription to these Bonds and/or allotment of Bonds to any person, such person becomes ineligible
and/or is found to have been ineligible to invest in/hold these Bonds, the Bank shall not be responsible in any
manner.

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*Investment by FIIs in these Bonds raised in Indian Rupees shall be within an overall limit of 49% of the issue size
subject to the restriction that investment by each FPI shall not exceed 10% of the issue size. Further Investment
by FPIs in the bonds raised in Indian Rupees shall be subject to compliance with terms and conditions stipulated
by the RBI, SEBI or any other regulatory authorities on investment in these Bonds.

The issuance being a private placement through the Electronic Bidding Platform of NSE , the investors who have
bid on their own account or through their arrangers, if any, appointed by Issuer, in the issue through the said
platform and in compliance with the SEBI NCS Operational Circular on the above subject and NSE EBP Operating
Guidelines are only eligible to apply.

Notwithstanding any acceptance of bids by the bank on and /or pursuant to the bidding process, on the
electronic book platform, (a) if a person, in the bank’s view, is not an eligible investor, the Bank shall have the
right to refuse allotment of Bonds to such person and reject such person’ s application; (b) If after applying for
subscription to these bonds and / or allotment of bonds to any person, such person(S) becomes ineligible and /or
is found to have been ineligible to invest in / hold these bonds , the issuer shall not be responsible in any
manner.

34. How to Apply

This being a private placement offer, investors who are established/ resident in India and who have been
addressed through this communication directly only are eligible to apply.

All eligible investors should refer the operating guidelines for issuance of debt securities on private placement
basis through an Electronic Book Mechanism as available on the website of NSE. Investors will also have to
complete the mandatory know your customer verification process. Investors should refer to the Operational
Guidelines in this respect. The application form will be filled in by each investor and uploaded in accordance
with the SEBI regulatory and Operational Guidelines. Application for the bonds must be in the prescribed forms
(enclosed) and completed in BLOCK letters in English as per the instructions contained therein.

(a) The details of the issue shall be entered on the NSE – EBP platform by the Issuer at least 2 (two) business
days prior to the issue opening date, in accordance with the Operational Guidelines,

(b) The issue will be opened for the bidding for the duration of the bidding window that would be communicated
through the issuers bidding announcement in the NSE- EBP platform at least 1 (One) business day before the start
of the issue opening date.

Some of the key guidelines in the terms of current Operational Guidelines on issuance of securities on private
placement basis through an EBP mechanism, are as follows:

(a) Modification of Bid:

Investors may note that modification of bid is allowed during the bidding period/ window. However, in the last
10 (ten) minutes of the bidding period/ window, revision of bid is allowed only for improvement of coupon/ yield
and upward revision of the bid amount placed by the investor.

(b) Cancellation of Bid:

Investors may note that cancellation of bid is allowed during the bidding period/ window. However, in the last 10
minutes of the bidding period./ window, no cancellation of bids is permitted.

(c) Multiple Bids:

Investors are permitted to place multiple bids on the EBP platform in line with Chapter VI of the SEBI NCS
Operational Circular read with the NSE EBP Operating Guidelines.

However, investors should refer to the Operational Guidelines prevailing as on the date of the bid.

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Payment Mechanism:

Applicants shall make remittance of application money by way of electronic transfer of funds through RTGS/
electronic fund mechanism for credit by the pay-in time in the Bank account of the NSE Clearing Ltd appearing
on the NSE EBP platform in accordance with the timelines set out in the Operational Guidelines and the relevant
rules and regulations specified by SEBI in this regard. All payment must be made through RTGS as per the Bank
details mentioned in the application form/ NSE EBP platform.

The Bank assumes no responsibility for any applications lost in mail. The entire amount of Rs 1 Crore per bond is
payable on application.

1. Funds payout on 02.12.2021 would be made by NSE clearing limited to the following Bank account of the
issuer:

Name of the Banker Canara Bank

Beneficiary Account Name CANARA BANK TIER 1 BONDS

Beneficiary Account No. 1589201001258

IFSC Code CNRB0001589

Address of the Branch Ground Floor Canara Bank Building C-14 G Block Bandra Kurla Complex,
Bandra (E) Mumbai-400 051

Narration Application Money for the Bond Issue

2. Cash, Money Orders, Demand Draft, and Postal Orders shall not be accepted. The issuer assumes no
responsibility for any applications lost in mail. The entire amount of Rs 1 Crore per bond is payable on
application.

3. All application forms duly completed (along with all necessary documents as detailed in this Placement
Memorandum) must be delivered before the closing of the Issue to the Issuer. While forwarding the application
form, applicants must ensure that the relevant UTR number/ any other evidence of having remitted the
application money is obtained. Detailed instructions of filling up the application form are provided elsewhere in
the Placement Memorandum.

4. Applications for the bond must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in
English and as per the instructions contained therein. Applications should be for the number of bonds applied by
the applicant. Applications not completed in the prescribed manner are liable to be rejected. The name of the
applicant’s bank, type of account and account number must be filled in the application form. This is required for
the applicant’s own safety and these details will be printed on the refund orders and interest/redemption
warrants.

5. The applicant or in the case of an application in joint names, each of the applicant, should mention his/her
PAN allotted under the income tax act, 1961 or where the same has not been allotted, the GIR number and the
income tax circle/ward/district. As per the provisions of section 139 A(5A) of the income tax act, PAN/GIR
number needs to be mentioned on the TDs certificates. Hence, the applicant should mention his PAN/GIR number
if the investor does not submit Form 15 G/15AA/other evidence, as the case may be for non deduction of tax at
source. IN case neither the PAN nor the GIR number has been allotted,. The applicant shall mention “applied for”
and in case the applicant is not assessed to income tax, the applicant shall mention “not applicable” (stating
reasons for non applicability) in the appropriate box provided for the purpose. Application form without this

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information will be considered incomplete and are liable to be rejected.

6. All applicants are requested to tick the relevant columns “category of investors” in the application form.
Public/private/religious/charitable trusts, provident funds and other superannuation trusts and other investors
requiring “approved security” status for making investments. No separate receipts shall be issued for the
application money. However, the issuer receiving the duly completed application form(s) will acknowledge the
receipt of the applications by stamping and returning the acknowledgment slip to the applicant. Applications
shall be deemed to have been received by the issuer only when submitted to it or on receipt by the registrar as
detailed above and not otherwise.

7. For further instructions about how to make an application for applying for the Bonds and procedure for
remittance of application money, please refer to the Term Sheet and the Application form carefully.

PROCESS FLOW OF SETTLEMENT:

Successful bidders shall make pay-in of funds towards the allocation made to them, in the Bank account of the
NSE Clearing Ltd, on or before 10:30 A.M on the Deemed Date of Allotment. The fund pay-in by the successful
bidders will be made only from the Bank accounts, which have been provided/ updated in electronic book
mechanism system. Upon the transfer of funds into the aforesaid account and the Issuer confirming its decision
to proceed with the allotment of the Debentures in favour of the Debenture Holder(s) to the NSE Clearing Ltd,
the R&T Agent shall provide the corporate action file along with all requisite documents to the depositories by
12:00 hours and subsequently, the pay-in funds shall be released into the Issuer’s Bank account.

35. Force Majeure

The Bank reserves the right to withdraw the issue prior to the Issue Closing Date in the event of any unforeseen
development adversely affecting the economic and regulatory environment.

36. Applications Under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names
and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any,
must be lodged along with the submission of the completed Application Form. Further modifications/ additions in
the power of attorney or authority should be notified to the Bank or to the Registrars or to such other person(s)
at such other address(es) as may be specified by the Bank from time to time through a suitable communication.

37. Application by Mutual Funds

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an
Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications,
provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate
their intention as to the scheme for which the application has been made.

38. PAN/GIR Number

All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax
Act, 1961 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has
been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space
provided.

39. Signatures

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by
an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.

40. Right of Bondholder(s)

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Bondholder is not a shareholder. The Bondholders will not be entitled to any other rights and privilege of
shareholders other than those available to them under statutory requirements. The Bond(s) shall not confer upon
the holders the right to receive notice, or to attend and vote at the General Meeting of the Bank. The principal
amount and interest on the Bonds will be paid to the registered Bondholders only, and in case of Joint holders, to
the one whose name stands first.

Besides the above, the Bonds shall be subject to the provisions of the Banking Regulation Act, 1949, as amended,
the terms of this Bond Issue and the other terms and conditions as may be incorporated in the Debenture
Trusteeship Agreement and other documents that may be executed in respect of these Bonds.

41 . Modification of Rights
The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the
consent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of
the Bonds or with the sanction accorded pursuant to a resolution passed at a meeting of the Bondholders,
provided that nothing in such consent or resolution shall be operative against the Bank where such consent or
resolution modifies or varies the terms and conditions of the Bonds, if the same are not acceptable to the Bank.

42. Future Borrowings

The Bank shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue
Bonds/ Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to
change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid
up capital, on such terms and conditions as the Bank may think appropriate, without the consent of, or
intimation to, the Bondholder(s) or the Trustees in this connection.

43. Notices
All notices required to be given by the Bank or by the Trustees to the Bondholders shall be deemed to have been
given if sent by ordinary post/ courier to the original sole/ first allottees of the Bonds and/ or if published in one
All India English daily newspaper and one regional language newspaper.

All notices required to be given by the Bondholder(s), including notices referred to under “Payment of Interest”
and “Payment on Redemption” shall be sent by registered post or by hand delivery to the Bank or to such persons
at such address as may be notified by the Bank from time to time.

44. Joint-Holders

Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint tenants
with benefits of survivorship subject to provisions contained in the Companies Act, 1956 and the Companies Act,
2013.

45. Disputes & Governing Law

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute
arising thereof shall be subject to the jurisdiction of district courts of Bengaluru, Karnataka.

46. Investor Relations And Grievance Redressal

Arrangements have been made to redress investor grievances expeditiously as far as possible, the issuer
endeavors to resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue
quoting the Application Number (including prefix), number of Bonds applied for, amount paid on application and
details of collection centre where the Application was submitted, may be addressed to the Compliance Officer at
registered office of the issuer. All investors are hereby informed that the Bank has appointed a Compliance
Officer who may be contacted in case of any pre-issue/ post-issue related problems such as non-credit of
letter(s) of allotment/ bond certificate(s) in the Demat account, non-receipt of refund order(s), interest
warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given elsewhere in this Placement
Memorandum.

47. Credit Rating for the Bonds

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CRISIL Limited (CRISIL) have vide their letter no. RL/CANBANK/278832/TIBUBIII/0921/18513/95039821/1 dated
November 22, 2021 has assigned a credit rating “CRISIL AA+/Stable” by CRISIL Ratings. Pronounced as “CRISIL AA
Plus with Stable outlook” Instruments with this rating are considered to have the highest degree of safety
regarding timely servicing of financial obligations. Such instruments have high degree of safety regarding
servicing of debt obligations and carry very low credit risk. A copy of rating letter from CRISIL Limited is enclosed
elsewhere in this Placement Memorandum. Instruments with this rating are considered to have the highest
degree of safety regarding timely servicing of financial obligations. Such instruments have high degree of safety
regarding servicing of debt obligations and carry very low credit risk. A copy of rating letter from CRISIL Limited
is enclosed elsewhere in this Placement Memorandum.

India Ratings and Research have vide their letter dated November 16, 2021, have assigned ‘IND AA+/Stable’; by
India Ratings & Research. Pronounced as “IND AA Plus with Stable outlook”

Other than the credit rating mentioned hereinabove, the Bank has not sought any other credit rating from any
other credit rating agency (ies) for the Bonds offered for subscription under the terms of this Placement
Memorandum.

The above rating is not a recommendation to buy, sell or hold securities and applicants should take their own
decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency. The
rating obtained is subject to revision at any point of time in the future. The rating agency has the right to
suspend, withdraw the rating at any time on the basis of new information etc.

48. Trustees for the Bondholders

In accordance with the provisions of (i) Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 issued vide circular no. SEBI/LAD-NRO/GN/2021/39 dated August 09,
2021, as amended (ii) Section 117B of the Companies Act, 1956 (1 of 1956) and Section 71 of the Companies Act,
2013 to the extent in force and notified respectively and (iii) Securities and Exchange Board of India (Debenture
Trustees) Regulations, 1993, the Bank has appointed SBICAP Trustee Company Ltd to act as Trustees (“Trustee”)
for and on behalf of the holder(s) of the Bonds. The address and contact details of the Trustees are as under:

SBICAP Trustee Company Ltd ,

4th Floor, Mistry bhavan, 122 Dinshaw Vachha Road
Churchgate, Mumbai – 400 020,
Tel No: 022-43025555 ,43025503
Fax : 022-22040465
Email: corporate@sbicaptrustee.com

A copy of letter from SBICAP Trustee Company Ltd vide their letter conveying their consent to act as Trustees
for the current issue of Bonds is enclosed elsewhere in this Placement Memorandum.

The Bank hereby undertakes that a Debenture Trusteeship Agreement shall be executed by it in favour of the
Trustees within three months permissible under applicable laws. The Debenture Trusteeship Agreement shall
contain such clauses as may be prescribed under section 71 of the Companies Act, 2013 and those mentioned in
Schedule IV of the Securities and Exchange Board of India (Debenture Trustees) Regulations. Further, the
Debenture Trusteeship Agreement shall not contain a clause which has the effect of (i) limiting or extinguishing
the obligations and liabilities of the Trustees or the Bank in relation to any rights or interests of the holder(s) of
the Bonds, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act,
1992 (15 of 1992); Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 and
circulars, regulations or guidelines issued by SEBI and (iii) indemnifying the Trustees or the Bank for loss or
damage caused by their act of negligence or commission or omission.

The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the
Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of
or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be done in
the interest of the Bondholders. Any payment made by the Bank to the Trustees on behalf of the Bondholder(s)
shall discharge the Bank pro tanto to the Bondholder(s). The Trustees shall protect the interest of the

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Bondholders in the event of default by the Bank in regard to timely payment of interest and repayment of
principal and shall take necessary action at the cost of the Bank. No Bondholder shall be entitled to proceed
directly against the Bank unless the Trustees, having become so bound to proceed, fail to do so.

The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the
trust reposed in the Trustee by the holder(s) of the Bonds and shall further conduct itself, and comply with the
provisions of all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall
not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to
discharge its obligations under the terms of SEBI NCS Regulations, the Securities and Exchange Board of India
(Debenture Trustees) Regulations(1993), the Debenture Trusteeship Agreement, Placement Memorandum and all
other related transaction documents, with due care, diligence and loyalty.

The Trustees shall be vested with the requisite powers for protecting the interest of holder(s) of the Bonds
including but not limited to the right to appoint a nominee director on the Board of the Bank in consultation with
institutional holder(s) of such Bonds, in accordance with applicable laws. The Trustees shall ensure disclosures of
all material events on an ongoing basis.

The Bank shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly consolidated
(wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheet and
Cash Flow Statement and auditor qualifications, if any, to the Trustees within the timelines as mentioned in
Listing Agreements amended. Besides, the Bank shall within 180 days from the end of the financial year, submit a
copy of the latest annual report to the Trustees and the Trustees shall be obliged to share the details so
submitted with all “Qualified Institutional Buyers” (QIBs) and other existing Bondholder(s) within two working
days of their specific request.

49. Stock Exchange Where Bonds Are Proposed to be Listed

The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) segment of National Stock Exchange of
India Limited (“NSE”). The Bank made an application to NSE for seeking its in-principle approval for listing of
Bonds offered under the terms of this Placement Memorandum and received an in-principle approval from the
NSE vide letter Ref No:NSE/LIST/4326 DATED 25.11.2021(attached)

In pursuance of SEBI NCS Regulations 2021, the Bank shall make listing application to NSE within 04 days from the
date of closure of issue and seek listing permission within 4 days from the date of closure of issue. In the event of
delay in listing of Bonds beyond 4 days from the date of closure of issue the Bank shall pay penal interest of
1.00% p.a. over the Coupon Rate from the expiry of 4 days from the date of allotment till the listing of Bonds to
the Bondholder(s).

50. Material Contracts & Agreements Involving Financial Obligations Of The Issuer

By very nature of its business, the Bank is involved in a large number of transactions involving financial
obligations and therefore it may not be possible to furnish details of all material contracts and agreements
involving financial obligations of the Bank. However, the contracts referred to in Para A below (not being
contracts entered into in the ordinary course of the business carried on by the Bank) which are or may be
deemed to be material have been entered into by the Bank. Copies of these contracts together with the copies
of documents referred to in Para B may be inspected at the Head Office of the Bank between 10.00 a.m. and
2.00 p.m. on any working day until the issue closing date.

A. Material contracts

a. Letter appointing Registrars and Agreement entered into between the Bank and the Registrars.

b. Letter appointing Trustees to the Bondholders.

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B. Documents

The Issuer has executed/ shall execute the documents including but not limited to the following in connection
with the Issue:

a. Board resolution dated May 28, 2021, authorizing issue of Bonds offered under terms of this Placement
Memorandum.

b. Letter of consent from the Trustees for acting as trustees for and on behalf of the holder(s) of the Bonds.

c. Letter of consent from the Registrars for acting as Registrars to the Issue.

d. Application made to the NSE for grant of in-principle approval for listing of Bonds.

e. Letter from CRISIL Limited conveying the credit rating for the Bonds.

f. Letter from India Ratings & Research Pvt Limited conveying the credit rating for the Bonds.

g. Tripartite Agreement between the Bank, NSDL and Registrars for issue of Bonds in dematerialized form.

h. Tripartite Agreement between the Bank, CDSL and Registrars for issue of Bonds in dematerialized form.

III. Disclosure Pertaining to Willful default

a) Name of the Bank declaring the entity as a willful defaulter - Not Applicable
b) The year in which the entity is declared as a willful defaulter - Not Applicable
c) Outstanding amount when the entity is declared as a willful defaulter - Not Applicable
d) Name of the entity declared as a willful defaulter - Not Applicable
e) Steps taken, if any, for the removable from the list of willful defaulter - Not Applicable
f) Other disclosures, as deemed fit by the Issuer in order to enable investors to - Not Applicable
take informed decisions
g) Any other disclosure as specified by SEBI - Not Applicable

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IV.Summary Term Sheet of the Issue

1 Security Name 8.05 % CANARA BANK Basel III Additional Tier I Bond 2021-22 Series II
2 Issuer/Bank Canara Bank (“CB”/ the “Bank”/ the “Issuer”)
3 Issue Size Aggregate Total Issue size not exceeding Rs 1500 crore with a base issue
size of Rs 500 crore
4a Option to retain Rs 1000 crore
oversubscription
4b Accepted Amount Rs 1500 Crore
5 Type of Instrument Non-Convertible, Perpetual, Taxable, Subordinated, Fully paid-up,
Unsecured Basel III Compliant Additional Tier 1 Bonds in the nature of
debentures of Face value of Rs 1 Crore each
6 Nature of Instrument Unsecured, Subordinated Basel III Compliant Additional Tier I Bonds

The bonds are neither secured nor covered by a guarantee of the Bank nor
related entity or other arrangements that legally or economically enhances
the seniority of the claim of the bondholder vis-à-vis other creditors of the
Bank.
7 Objects of the Issue Augmenting Additional Tier I Capital (As per the terms defined in Basel III
guidelines) and overall capital of the Bank for strengthening its capital
adequacy and for enhancing its long-term resources in accordance with RBI
Guidelines.
8 Utilization of the Proceeds of The Bank shall utilize the proceeds of the issue for augmenting Additional
the Issue Tier 1 Capital and overall capital of the Bank for strengthening its capital
adequacy and for enhancing its long term resources in accordance with
RBI/ SEBI/ Stock Exchange(s) Guidelines
The Bank undertakes that proceeds of the issue shall not be used for any
purpose which may be in contravention of the regulations/ guidelines/
norms issued by RBI/SEBI/Stock Exchanges.
9 Status of Bonds / Seniority of The Claims of the Bondholders in respect of the bonds shall :
Claims
1. be superior to the claims of investors in equity shares and perpetual
non-cumulative preference shares issued by the Bank , if any;
2. be subordinated to the claims of depositors, general creditors &
subordinated debt of the Bank, other than any subordinated debt
qualifying as Additional Tier 1 Capital (as defined in the Basel III
Guidelines);
3. Neither be secured nor covered by a guarantee of the Issuer nor
related entity or any other arrangements that legally or economically
enhances the seniority of the claim vis-à-vis creditors of the Bank;
4. Unless the terms of any subsequent issuance of bonds/debentures (in
the nature of AT1 instruments) by the Bank specifies that the claims of
such subsequent bond holders are senior or subordinate to the bonds issued
under this Placement Memorandum or unless the RBI specifies otherwise in
its guidelines or regulations, the claims of the Bond holders shall be
paripassu with claims of holders of such subsequent debentures/bond
issuances of the Bank;
5. Rank paripassu without preference amongst themselves and other
subordinated debt classifying as Additional Tier 1 Capital in terms of Basel
III Guidelines.

Additional Tier 1 Capital shall have the meaning ascribed to such terms
under Basel III Guidelines.

Notwithstanding anything to the contrary stipulated herein, the claims of

the Bondholders shall be subject to the provisions of “coupon discretion”,
“loss absorbency”, permanent “write-off on PONV Trigger event” and
“other events” mentioned in the Placement Memorandum and this

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Summary Term sheet.

The instrument cannot contribute to liabilities exceeding assets if such a

balance sheet test forms part of a requirement to prove insolvency under
any law or otherwise.
10 Listing Proposed on the Wholesale Debt Market (WDM) segment of National Stock
Exchange of India Limited (“NSE”).
The issuer shall make listing application to NSE and seek listing permission
within 4 days from the days from the issue closure date (being the date on
which bids are accepted on the electronic bidding platform) of bonds.
11 Credit Rating “CRISIL AA+/Stable” by CRISIL Ltd;
“ IND AA+/Stable” by India Ratings and Research Ltd
12 Mode of Issue Private Placement through Electronic Bidding Platform (EBP).
13 Issuance Mode Only in dematerialized form
14 Type of Bidding Closed Bidding; on Electronic Bidding Platform (EBP) of NSE (National Stock
Exchange)
15 Manner of allotment Uniform Coupon/Yield
16 Eligible Investors In terms of Chapter XIII of the SEBI NCS Operational Circular, only Qualified
Institutional Buyers (QIBs) are allowed to participate in the issuance of AT1
instruments.

Only those investors who are permitted to invest in this issue as per RBI
guidelines and SEBI NCS regulation, applicable for issuance and listing of
these bonds.

The following class of investors who fall under the definition of Qualified
Institutional Buyers under Regulation 2 (ss) of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended from time to
time, are eligible to participate in the offer (being Eligible Investors) ;

i. a mutual fund, venture capital fund, alternative investment fund and

foreign venture capital investor registered with SEBI;
ii. a foreign portfolio investor other than individuals, corporate bodies
and family offices;
iii. a public financial institution;
iv. a scheduled commercial bank;
v. a multilateral and bilateral development financial institution;
vi. a state industrial development corporation;
vii. an insurance company registered with the Insurance
Regulatory and Development Authority of India;
viii. a provident fund with minimum corpus of twenty five crore rupees;
ix. a pension fund with minimum corpus of twenty five crore rupees;
x. National Investment Fund set up by resolution no. F. No. 2/3/2005-
DDII dated November 23, 2005 of the Government of India published in
the Gazette of India;
xi. insurance funds set up and managed by army, navy or air force of the
Union of India; and
xii. insurance funds set up and managed by the Department of Posts, India;
and
xiii. Systemically important non-banking financial companies.

This being a private placement Issue, the eligible investors who have
been addressed through this communication directly and are allowed
to participate in terms of Chapter XIII of the SEBI NCS Operational

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Circular, are only eligible to participate.

This Issue is restricted only to the above investors. Prospective subscribers

must make their own independent evaluation and judgment regarding their
eligibility to invest in the issue.
Prior to making any investment in these Bonds, each investor should satisfy
and assure himself/herself/itself that he/she/it is authorized and eligible
to invest in these Bonds. The Bank shall be under no obligation to verify
the eligibility/authority of the investor to invest in these Bonds. Further,
mere receipt of this Placement Memorandum (and/or any Transaction
Document in relation thereto and/or any draft of the Transaction
Documents and/or the Placement Memorandum) by a person shall not be
construed as any representation by the Bank that such person is authorized
to invest in these Bonds or eligible to subscribe to these Bonds. If after
applying for subscription to these Bonds and/or allotment of Bonds to any
person, such person becomes ineligible and/or is found to have been
ineligible to invest in/hold these Bonds, the Bank shall not be responsible
in any manner.

*Investment by FIIs in these Bonds raised in Indian Rupees shall be within

an overall limit of 49% of the issue size subject to the restriction that
investment by each FPI shall not exceed 10% of the issue size.
Further Investment by FPIs in the bonds raised in Indian Rupees shall be
subject to compliance with terms and conditions stipulated by the RBI,
SEBI or any other regulatory authorities on investment in these Bonds.
The issuance being a private placement through the Electronic Bidding
Platform of NSE, the investors who have bid on their own account or
through their arrangers, if any, appointed by Issuer, in the issue through
the said platform and in compliance with the SEBI NCS Operational Circular
on the above subject and NSE EBP Operating Guidelines are only eligible to
apply.
Notwithstanding any acceptance of bids by the bank on and /or pursuant
to the bidding process, on the electronic book platform, (a) if a person, in
the bank’s view, is not an eligible investor, the Bank shall have the right to
refuse allotment of Bonds to such person and reject such person’ s
application; (b) If after applying for subscription to these bonds and / or
allotment of bonds to any person, such person(S) becomes ineligible and
/or is found to have been ineligible to invest in / hold these bonds , the
issuer shall not be responsible in any manner.
17 Trading Mode Only in dematerialized form
18 a. Security Unsecured

b. Undertaking on creation Not Applicable. The Bonds are unsecured in nature and hence no
of Security permission or consent from any earlier creditor is required for security
creation.
19 Convertibility Non-Convertible
20 a. Face Value Rs.1,00,00,000/- (Rupees One Crore only)

b. Trading Lot The minimum trading lot size shall be as required under Chapter XIII of the
SEBI NCS Operational Circular as amended from time to time.
21 Issue Premium Nil
22 Issue Discount Nil
23 Issue Price At par i.e. Rs 1,00,00,000 (Rupees One Crore Only) per Bond.
24 Minimum Application 1 Bond (i.e. Rs 1 crore)and in multiples of 1 bond thereafter
25 Tenor Perpetual i.e. there is no maturity date and there are no step-ups or other
incentives to redeem.
26 Redemption date Not applicable as the Bonds are perpetual and there shall be no

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redemption date.
27 Redemption Premium Nil
28 Redemption Discount Nil
29 Redemption Amount Not applicable.
However, in case of Redemption on account of exercise of Call Option or
Otherwise, in accordance with RBI Guidelines, the Bonds shall be redeemed
at Par along with Interest accrued till one day prior to the call option date,
subject to adjustments and / Write Off on account of “Coupon
Discretion”,” Loss Absorbency”, “Write-off on PONV Trigger event” and
Other Events as mentioned in this Summary Term Sheet.
30 Mode of Redemption Not Applicable

31 Coupon Rate 8.05% per annum subject to “Coupon Discretion”, “Loss absorbency”,
“Write-off on PONV Trigger event” and “Other Events” mentioned in this
Summary Term Sheet.
32 Coupon Reset Not Applicable
33 Coupon Type Fixed
34 Coupon Payment Frequency Annual subject to “Coupon Discretion” and / or “Loss Absorbency” (as the
case may be)
35 Cumulative or Non-Cumulative Non-Cumulative subject to “Coupon Discretion”, “Loss Absorbency”,
“Write-off on PONV Trigger Event” and “Other Events” mentioned in this
Summary Term Sheet
36 Coupon Payment Dates On the Anniversary of Deemed Date of Allotment i.e 02/12/2021 each year,
subject to RBI regulations (up to Call option date, in case Call option is
exercised by the Bank)
37 Computation of Interest/Day The Interest for each of the interest periods shall be computed as per
count Basis Actual/ Actual day count convention on the face value/ principal
outstanding at the coupon rate rounded-off to the nearest rupee. (As per
SEBI NCS Operational Circular dated August 10, 2021 bearing Reference No
SEBI/HO/DDHS/P/CIR/2021/613) on the face value / Principal Outstanding
after adjustments and write off on account of “Loss absorbency”, “Write-
off on PONV Trigger Event” and “ Other events” mentioned in this
Summary Term Sheet , at the Coupon rate Rounded off to the Nearest
Rupee
The Interest period means each period beginning on (and including) the
deemed date of allotment or any coupon payment date and ending on (but
excluding) the next coupon payment date/ Issuer Call date, tax call date or
regulatory call date (as defined later) (if exercised).
In case of a leap year, if February 29 falls during the tenor of the bonds
then the number of days shall be reckoned as 366 days (actual/ actual day
count convention) for a whole 1 year period.
38 Step up /Step down Coupon Not applicable
rate
39 Coupon Discretion a) The Bank shall have full discretion at all times to cancel Coupon either
in part or full. On cancellation of payment of Coupon, these payments shall
be extinguished and the Bank shall have no obligation to make any
distribution/Coupon payment in cash or kind.
b) The Bonds do not carry a ‘dividend pusher’ feature i.e. if the Bank
makes any payment (coupon/dividend) on any other capital instrument or
share, the Bank shall not be obligated to make Coupon payment on the
Bonds;
c) Cancellation of Coupon/discretionary payments shall not be an event
of default.
d) Bank shall have full access to cancelled Coupons/ payments to meet
obligations as they fall due.
e) Cancellation of Coupon/distributions/payments shall not impose

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restrictions on the Bank except in relation to distributions to common

stakeholders.
f) Coupons, unless cancelled by the bank, shall be paid out of
distributable items. In this context, coupon may be paid out of current
year profits. However, if current year profits are not sufficient, coupon
may be paid subject to availability of:

(i) Profit brought forward from previous years and/ or

(ii) Reserves representing appropriation of net profits including statutory

reserves and excluding share premium, revaluation reserve, foreign
currency translation reserve, investment reserve and reserves created on
amalgamation.

The accumulated losses and deferred revenue expenditure, if any, shall be

netted off from (i) and (ii) to arrive at the available balances for payment
of coupon.

If the aggregate of (a) profits in the current year; (b) profits brought
forward from the previous years and (c) permissible reserves as at (ii)
above, excluding statutory reserves, net of accumulated losses and
deferred revenue expenditure are less than the amount of coupon, only
then the bank shall make appropriation from the statutory reserves. In
such a case, the Banks shall be required to report to the Reserve Bank of
India within 21 days from the date of such appropriation in compliance
with Section 17(2) of the Banking Regulation Act, 1949.

However, payment of coupons on the Bonds from the reserves shall be

subject to the Bank meeting minimum regulatory requirements for CET1,
Tier 1 and Total Capital ratios including the additional capital requirement
for Domestic Systemically Important Banks at all times and subject to the
restrictions under capital buffer frameworks (i.e. capital conservation
buffer, countercyclical capital buffer in terms of paragraph 15 and 17
respectively of the Basel III guidelines).

g) The Coupon on the Bonds shall not be cumulative. If Coupon is

cancelled or not paid or paid at a rate lesser than the Coupon Rate, such
unpaid and/or cancelled Coupon will not be paid in future years.
Non-payment of coupon will not constitute an event of default in respect
of the bonds.

h) If Coupon is paid at a rate lesser than the prescribed rate, the unpaid
amount will not be paid in future years, even if adequate profit is available
and the level of CRAR conforms to the regulatory minimum.

In the event the issuer determines that it shall not make a payment of
coupon on the bonds, the issuer shall notify the trustee not less than 21
(twenty one) calendar days prior to the relevant coupon payment date of
that fact and of the amount that shall not be paid.
40 Dividend Stopper Clause The Bonds shall have a “dividend stopper arrangement” which shall oblige
the Bank to stop dividend payments on equity/ common shares in the event
of Bondholders not being paid Coupon If any interest is cancelled, then
from the date of which such cancellation has first been notified(a
“Dividend Stopper Date”) the Bank will not:
1) Declare or pay any discretionary distribution or dividend or make any
other payment on, or directly or indirectly redeem, purchase, cancel,
reduce or otherwise acquire its Common Equity Tier I Capital(other than to
the extent that any such distribution, dividend or other payment is

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declared before such Dividend Stopper Date or where the terms of the
instrument do not at the relevant time enable the bank to cancel or defer
such payment); or
2) Pay discretionary interest of any other discretionary distribution on, or
directly or indirectly redeem, purchase, cancel, reduce or otherwise
acquire, any of its instruments or security ranking, as to the right of
payment of dividend, distributions or similar payments, paripassu with the
bonds (excluding securities the terms of which stipulate mandatory
redemption).

In each case unless or until 1) The occurrence of next coupon payment

date, following the Dividend Stopper Date, on which payment of the
coupon amount has resumed and such coupon(payable on such coupon
payment date) has been paid in full, or 2) The prior approval of the bond
holder has been obtained via an extraordinary resolution (as per the
mechanism stipulated in the debenture trust deed). It is hereby clarified
that coupon on the bonds shall not be cumulative. If coupon is cancelled or
not paid or paid at a rate lesser than the coupon rate, such unpaid and/or
cancelled coupon will not be paid in the future years.

For avoidance of doubt, the dividend stopper will not:

a) Stop payment on another instrument where the payments on such an
instrument are not fully discretionary;

b) Prevent distribution to share holder for a period that extends beyond

the point in time at which interest on the bonds is resumed;
c) Impede the normal operation of the bank, including actions in
connection with employee share plans or any restructuring activity,
including acquisitions and disposals; or

d) Impede the full discretion that the bank has, at all times, to cancel the
distributions or payments on the bonds nor act in a way that could hinder
the recapitalization of the Bank.

Dividend stopper clause will be applicable to these bonds and it will stop
dividend payments on common shares in the events the holders of these
are not paid coupon.
In the event the holders of these bonds are not paid coupon, they shall not
impede the full discretion that issuer has at all times to cancel
distributions/payments on the bonds, nor will they impede/ hinder:
a) The re-capitalization of the issuer.

b) The issuer’s right to make payments on other instruments, where the

payments on this other instruments were not also fully discretionary.
c) The issuer’s right to making distributions to share holders for a period
that extends beyond the point in time that coupon/ dividends on the bonds
are resumed.
d) The normal operation of the issuer or any restructuring activity
(including acquisitions/disposals)

41 Record Date Reference date/ Record date for payment of coupon/ principal which shall
be the date falling 15 (fifteen) days prior to

 each Coupon Payment Date on which coupon amount is due and

payable and

 Call Option Due Date on which the Call Option is due and payable, if
Call Option is exercised by the Bank.

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42 Interest on Application Money This shall be paid at the coupon rate (subject to deduction of Income Tax
as per the provisions of the Income Tax Act, 1961, or any other statutory
modification or re-enactment thereof, as applicable) will be paid to the
applicants on the Application Money for the Bonds for the period starting
from and including the date of realization of application money in Bank’s
Account up to one day prior to the Deemed Date of Allotment.

The Bank shall not be liable to pay interest in case of invalid applications
or applications liable to be rejected including application made by a person
who is not an eligible Investor.

If the pay-in date and deemed date of allotment fall on the same day, the
interest on application money shall not be applicable. Further, no interest
on application money will be payable in case the issue is withdrawn by the
issuer in accordance with Operational Guidelines.

The interest on Application Money will be computed as per Actual/ Actual

day count convention. Such interest would be paid on all valid
applications, including the refunds. Where the entire subscription amount
has been refunded, the interest on Application Money will be paid along
with the refund orders. Where an applicant is allotted lesser number of
Bonds than applied for, the excess amount paid on application will be
refunded to the applicant along with the interest on refunded money.
Income Tax at Source (TDS) will be deducted at the applicable rate on
interest on Application Money.
43 Put Option Not Applicable
44 Call Option Price At par, along with interest accrued till one day prior to the Call Option
Date subject to adjustments and/ or write-off on account of “Coupon
Discretion”, “Loss Absorbency”, “Write-off on PONV Trigger Event” &
“Other Events” mentioned in this Summary Term Sheet.

45 Call Option date On the fifth anniversary from the deemed date of allotment or any
anniversary date thereafter with prior approval of RBI subject to Tax call/
Regulatory call .
In case of Tax call or Regulatory call, the date may be specified in the
notice to debenture trustees.
46 Call Notification Time 30 (Thirty) calendar days prior to the date of exercise of Call Option
47 Condition for exercise of call The Call Option may be exercised subject to following conditions:
option i) Such Call Option, if exercised, shall only be after the expiry of 5 (five)
years from the Deemed Date of Allotment;

ii) To exercise the Call Option, the Bank must receive prior approval of
RBI (Department of Banking Regulation);

iii) The Bank shall not exercise Call Option unless:

a) The Bond is replaced with capital of the same or better quality and the
replacement of this capital is done at conditions which are sustainable for
the income capacity of the Bank; or

b) The Bank demonstrates that its capital position is well above the
minimum capital requirements after the call option is exercised.
48 Issuer Call Option The Issuer may, at its sole discretion, with prior approval of the RBI, and
having notified the Debenture Trustee not less than 21 calendar days prior
to the date of exercise of Call Option (which notice shall specify the date
fixed for exercise of Call Option) may exercise Call Option on the

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outstanding Bonds.
The Call Option, which shall be exercisable at the sole discretion of the
Bank, may or may not be exercised on the Fifth anniversary of the Deemed
Date of Allotment or any Coupon Payment Date thereafter.
49 Tax Call If there is any change in, or amendment to, the laws affecting taxation (or
regulations or rulings promulgated there under) in India or any change in
the official application of such laws, regulations or rulings (a “Tax Event”)
like the Issuer will no longer being entitled to claim a deduction in respect
of computing its taxation liabilities with respect to coupon on the Bonds,
Issuer may, at its option, redeem the Bonds, in whole but not in part, at a
redemption price equal to outstanding principal amount subject to
adjustment on account of “Loss Absorbency”, “Write-off on PONV trigger
event” and other events mentioned in the Term Sheet, together with any
accrued but unpaid interest (subject to Coupon Discretion) to (but
excluding) the date fixed for exercising call option on such Bonds. Any
redemption upon the occurrence of a Tax Event will be subject to the
provisions described under “Call Notification Time” and conditions (ii) and
(iii) enumerated under “Condition for exercise of Call Option”
RBI may permit the Issuer to exercise the Tax Call only if the RBI is
convinced that the Issuer was not in a position to anticipate the Tax Call at
the time of issuance of the Bonds and if the Bank demonstrates to the
satisfaction of RBI that the Bank's capital position is well above the
minimum capital requirements after the call option is exercised.
50 Regulatory Call If there is a change in the regulatory classification of the Bonds that occurs
on or after the issue date of the Bonds (a “Regulatory Event”), Issuer
may, at its option, redeem the Bonds, in whole but not in part, at a
redemption price equal to outstanding principal amount subject to
adjustment on account of “Loss Absorbency” and Other Events mentioned
in this Summary Term Sheet, together with any accrued but unpaid interest
(subject to Coupon Discretion) to (but excluding) the date fixed for
exercising call option on such Bonds. Any redemption upon the occurrence
of a Regulatory Event will be subject to the provisions described under
“Call Notification Time” and conditions (ii) and (iii) enumerated under
“Condition for exercise of Call Option”
RBI may permit the Issuer to exercise the Regulatory Call only if the RBI is
convinced that the Issuer was not in a position to anticipate the Regulatory
Call at the time of issuance of the Bonds and if the Bank demonstrates to
the satisfaction of RBI that the Bank's capital position is well above the
minimum capital requirements after the call option is exercised.

A Regulatory Event is also deemed to have occurred if there is a downgrade

of the bonds in regulatory classification i.e. Bonds is excluded from the
consolidated Tier 1 Capital of the Issuer.
51 Repurchase / Redemption / The outstanding Principal amount of the Bonds may be repaid (e.g. through
Buy-Back repurchase or redemption) subject to prior approval of RBI. (this
repurchase/buy-back/redemption of the principal amount shall be in a
situation other than in the event of exercise of call option by the bank.
a) The Bank may repurchase/ buy-back/ redeem the Bonds only if:

(i) It replaces the Bonds with capital of the same or better quality and the
replacement of this capital is done at conditions which are sustainable for
the income capacity of the Bank; or
(ii) The Bank demonstrates that its capital position is well above the
minimum capital requirements after the repurchase/ buy-back/
redemption.

b) The issuer has not assumed or created any market expectations that RBI
approval for such repurchase/ redemption/ buy-back shall be given.

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c) Any other preconditions specified in the Basel III guidelines at such time
have been satisfied.

Such bonds may be held, reissued, resold, extinguished or surrendered, at

the option of the Issuer.
52 Depository National Securities Depository Ltd (NSDL) & Central Depository Services
(India) Ltd (CDSL)
53 Cross Default Not Applicable
54 Settlement Payment of interest and repayment of principal shall be made by way of
credit through direct credit/ National Electronic Clearing Service/ RTGS/
NEFT mechanism or any other permitted method at the discretion of the
Issuer.
55 Settlement cycle for EBP T+2 (issuance)
56 Transaction Documents The Bank has executed / shall execute the documents including but not
limited to the following in connection with the issue:
1. Letter appointing M/s SBICAP Trustee Company Ltd as Trustees to the
Bond Holders;
2. Debenture Trusteeship Agreement/ Bond Trusteeship
agreement/Debenture Trust Deed;
3. Rating letter from Rating Agencies namely CRISIL and India Ratings;
4. Letter appointing Registrar and agreement entered into between the
Issuer and the Registrar;
5. Tripartite agreement between the Issuer, Registrar to the Issue and
NSDL for issue of Bonds in dematerialized form;
6. Tripartite agreement between the Issuer, Registrar to the Issue and
CDSL for issue of Bonds in dematerialized form;
7. Application made to NSE for seeking its in-principle approval for listing
of bonds;
8. Listing Agreement with NSE.
9. Placement Memorandum.
57 Conditions precedent to The subscription from investors shall be accepted for allocation and
subscription of Bonds allotment by the Issuer, subject to the following:
1. Letter from the Trustees conveying their consent to act as Trustees for
the Bondholder(s);
2. Letter from NSE conveying its In-principle approval for listing and
trading of Bonds
3. Rating Letters from rating agencies not more than one month old from
the date of issuance.
4. Letter from the Registrar conveying its consent to act as registrar to
issue.
5. Any other document customary for this transaction.
58 Conditions subsequent to The Bank shall ensure that the following documents are executed/
subscription of Bonds activities are completed as per terms mentioned in this Placement
Memorandum:
1. Credit of demat account(s) of the allottee(s) by number of Bonds
allotted within 2 working days from the Deemed Date of Allotment,
2. Making listing application to NSE within 4 days from the issue date
(being the date on which bids are accepted on the electronic bidding
platform) in pursuance of SEBI NCS Regulations 2021;
3. Besides, the issuer shall perform all the activities, whether mandatory
or otherwise, as mentioned elsewhere in this Placement Memorandum.

59 Recapitalization The Bonds shall not have any features that hinder re-capitalization, such as
provisions which require the Bank to compensate investors if a new
instrument is issued at a lower price during a specified time frame
60 Reporting of Non-payment of All instances of non-payment of coupon shall be notified by the Bank to the
Coupons Chief General Managers-in-Charge of Department of Banking Regulation

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and Department of Banking Supervision of the Reserve Bank of India,

Mumbai.

61 Compliance with Reserve The total amount of Bonds issued by the Bank shall not be reckoned as
Requirements liability for calculation of net demand and time liabilities for the purpose
of reserve requirements and, as such, shall not attract CRR / SLR
requirements.

62 The Bondholders shall have no rights to accelerate the repayment of future

Conditions for breach of
scheduled payments (coupon or principal) except in bankruptcy and
Covenants
liquidation of the Issuer.
63 Default Interest Rate In case of default in payment of Interest and / or principal redemption on
the due dates, additional interest at 2% per annum over the Coupon Rate
will be payable by the Issuer for the defaulting period.

If the Bank fails to execute the trust deed within prescribed timeline from
the closure of the issue, the Bank shall pay additional interest at 2% p.a. to
the debenture holders, over and above the agreed coupon rate, till the
execution of the trust deed.

However any non payment of interest and / or principal on account of RBI

guidelines on Basel III capital regulations , Coupon discretion, Loss
absorbency, Write off on PONV Trigger and other events of this Summary
term sheet, no such default interest shall be payable.

64 Issue Schedule :
1. Opening Date* 30-11-2021
2. Closing Date* 30-11-2021
65 Pay-In-Date* 02-12-2021
66 Deemed Date of Allotment* 02-12-2021
* The Bank reserves its sole and absolute right to modify (pre-pone/ post-pone) the above issue schedule without
giving any reasons or prior notice. In such a case, applicants shall be intimated about the revised time schedule by
the Bank. The Bank also reserves the right to keep multiple Date(s) of Allotment at its sole and absolute
discretion without any notice. In case if the Issue Closing Date/ Pay in Dates is/are changed (pre-poned/ post-
poned), the Deemed Date of Allotment may also be changed (pre-poned/ post-poned) by the Bank at its sole and
absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates may also be
changed at the sole and absolute discretion of the Bank.
Loss absorption features of Additional Tier 1 (AT1) Instruments at the Pre-Specified Trigger and/or PONV
67 Loss Absorption/ Loss The Bonds may be classified as liabilities for accounting purposes. The
Absorbency Bonds (including all claims, demands on the Bonds and interest thereon,
whether accrued or contingent) are issued subject to loss absorbency
features applicable for non-equity capital instruments issued in terms of
Basel III Guidelines including in compliance with the requirements of Annex
4 thereof and are subject to certain loss absorbency features as described
herein and required of Additional Tier 1 instruments at Pre-Specified
Trigger Level and at the Point of Non Viability as provided for in Annex 16
of the aforesaid circular as amended from time to time.
Accordingly, the Bonds and any claims or demands of any Bondholder or
any other person claiming for or on behalf of or through such Bondholder,
against the Bank, may be written down in whole or in part in case of Pre-
specified Trigger Level or written-off in case of trigger event of Point of
Non–Viability (PONV).

68 Loss Absorption at Pre- If the Common Equity Tier 1 of the Bank falls below 6.125% of risk
Specified Trigger Level weighted assets (“RWA”), each of the trigger levels referred to
hereinabove is called the “Pre-Specified Trigger Level”

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A write-down of the Bonds may have the following effects:

i) reduce the claim of the Bond (up to nil) in liquidation;
ii) reduce the amount to be re-paid on the Bond when call is exercised
(up to nil);
iii) partially or fully reduce Coupon payments on the Bond In relation to
Loss Absorption at Pre-Specified Trigger Level, the following may be noted:
a) The write-down of any Common Equity Tier 1 capital shall not be
required before a write-down of any AT1 Instrument (including the
Bonds).
b) The aggregate amount to be written-down for all AT1 Instruments on
breaching the Pre-Specified Trigger Level must be at least the amount
needed to immediately return the Bank’s CET1 ratio to the trigger
level (i.e. CET from write-down generated under applicable Indian
Accounting Standards or RBI Instructions net of contingent liabilities,
potential tax liabilities etc., if any) or, if this is not possible, the full
principal value of the instruments.
c) Further, the Bank shall have full discretion to determine the amount of
AT1 Instruments (including the Bonds) to be written-down subject to
the amount of write-down not exceeding the amount which would be
required to bring the CET1 ratio to 8.625% of RWAs (minimum CET1 of
6.125% + capital conservation buffer of 2.5%).
d) When the Bank breaches a Pre-Specified Trigger Level and the equity
is replenished through write-down, such replenished amount of equity
will be excluded from the total equity of the Bank for the purpose of
determining the proportion of earnings to be paid out as dividend in
terms of rules laid down for maintaining capital conservation buffer.
However, once the Bank has attained total common equity ratio of
8.625% without counting the replenished equity capital that point
onwards, the Bank may include the replenished equity capital for all
purposes.
e) The Bank shall have the discretion to write-down the Bonds multiple
times in case the Bank hits Pre-Specified Trigger Level subsequent to
the first write-down.
f) The Bonds which have been written off can be written up (partially or
fully) at the absolute discretion of the Bank and subject to compliance
with RBI instructions (including permission, consent if any).
69 Loss Absorption at the Point of Permanent Write Off on PONV Trigger Event
Non-Viability (PONV)
The Bonds can be permanently written-off upon the occurrence of the
PONV Trigger (as per the section “Write-off on Trigger Event” below).
PONV trigger event shall be as defined in the aforesaid Basel III Guidelines
and shall be determined by the RBI.
RBI may in its imminence alter or modify the PONV trigger whether
generally or in relation to the Bank or otherwise. In any case it should be
noted that following writing-off of the Bonds and claims and demands as
noted above neither the Bank, nor any other person on the Bank’s behalf
shall be required to compensate or provide any relief, whether absolutely
or contingently, to the Bondholder or any other person claiming for or on
behalf of or through such holder and all claims and demands of such
persons, whether under law, contract or equity, shall stand permanently
and irrevocably extinguished and terminated.
Unless otherwise specified in this Placement Memorandum, the write-off of
any common equity or any other regulatory capital (as understood in terms
of the aforesaid circular or any replacement/amendment thereof),
whether senior or paripassu or subordinate, and whether Additional Tier 1

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capital or otherwise shall not be required before the write-off of any of the
Bonds and there is no right available to the Bondholder hereof or any other
person claiming for or on behalf of or through such holder to demand or
seek that any other regulatory capital be subject to prior or simultaneous
write-off or that the treatment offered to holders of such other regulatory
capital be also offered to the Bondholders.
70 Write-off on Point of Non- The Bonds are issued subject to Basel III Guidelines on PONV as amended
Viability (“PONV”) Trigger from time to time (including all claims, demands on the Bonds and interest
thereon, whether accrued or contingent), and at the option of the RBI, can
be permanently written-off upon the occurrence of the trigger event,
called “Point of Non-Viability Trigger” (“PONV Trigger”).

The PONV Trigger event is the earlier of:

a. decision that a full and permanent write-off without which the Bank
would become non-viable, is necessary, as determined by the Reserve
Bank of India; and

b. the decision to make a public sector injection of capital, or equivalent

support, without which the Bank would have become non-viable, as
determined by the relevant authority.

The amount of non-equity capital to be written-off will be determined by

RBI.

The write-off of any Common Equity Tier 1 capital shall not be required
before the write-off of any Non-equity (Additional Tier 1 and Tier 2)
regulatory capital instrument. The order of write-off of the Bonds shall be
as specified in the order of seniority as per this Placement Memorandum
and any other regulatory norms as may be stipulated by the RBI from time
to time.

Such a decision would invariably imply that the write-off consequent upon
the trigger event must occur prior to any public sector injection of capital
so that the capital provided by the public sector is not diluted. The
Bondholders shall not have any residual claims on the Bank (including any
claims which are senior to ordinary shares of the Bank), following any
trigger event.

In any case it should be noted that following writing-off of the Bonds and
claims and demands as noted above neither the Bank, nor any other person
on the Bank's behalf shall be required to compensate or provide any relief,
whether absolutely or contingently, to the Bondholder or any other person
claiming for or on behalf of or through such holder and all claims and
demands of such persons, whether under law, contract or equity, shall
stand permanently and irrevocably extinguished and terminated. Unless
otherwise specified in this Placement Memorandum, the write-off of any
common equity or any other regulatory capital (as understood in terms of
the aforesaid circular or any replacement/amendment thereof), whether
senior or paripassu or subordinate, and whether an Additional Tier 1
capital or otherwise shall not be required before the write-off of any of the
Bonds and there is no right available to the Bondholder hereof or any other
person claiming for or on behalf of or through such holder to demand or
seek that any other regulatory capital be subject to prior or simultaneous
write-off or that the treatment offered to holders of such other regulatory
capital be also offered to the Bondholders.

For these purposes, the Bank may be considered as non-viable if:

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The Bank which, owing to its financial and other difficulties, may no longer
remain a going concern on its own in the opinion of the RBI unless
appropriate measures are taken to revive its operations and thus, enable it
to continue as a going concern. The difficulties faced by the Bank should
be such that these are likely to result in financial losses and raising the
Common Equity Tier 1 capital of the Bank should be considered as the most
appropriate way to prevent the Bank from turning non-viable. Such
measures would include write-off / conversion of non-equity regulatory
capital into common shares in combination with or without other measures
as considered appropriate by the RBI.

The Bank facing financial difficulties and approaching a PONV will be

deemed to achieve viability if within a reasonable time in the opinion of
RBI, it will be able to come out of the present difficulties if appropriate
measures are taken to revive it. The measures including augmentation of
equity capital through write off of Bonds/ public sector injection of funds
are likely to:
a. Restore depositors’/investors’ confidence;
b. Improve rating /creditworthiness of the Bank and thereby improve its
borrowing capacity and liquidity and reduce cost of funds; and
c. Augment the resource base to fund balance sheet growth in the case of
fresh injection of funds.
The trigger at PONV will be evaluated both at consolidated and solo level
and breach at either level will trigger write-off.
71. Criteria to determine the RBI may in its imminence alter or modify the PONV trigger whether
PONV generally or in relation to the Bank or otherwise, in accordance with
applicable laws. The trigger at PONV will be evaluated both at
consolidated and solo level and breach at either level will trigger write-off.
72. Treatment of AT1 Instruments a) If the Bank goes into liquidation before the AT1 instruments have been
in the event of Winding-Up, written-down, these instruments shall absorb losses in accordance with the
Amalgamation, Acquisition, order of seniority indicated in the Placement Memorandum and as per
Re-Constitution, etc. of the usual legal provisions governing priority of charges
Bank (“Other Events”) b) If the Bank goes into liquidation after the AT1 instruments have been
written-down, the holders of these instruments shall have no claim on the
proceeds of liquidation.
c) Amalgamation of a banking company: (Section 44 A of BR Act, 1949 as
amended from time to time)
(i) If the Bank is amalgamated with any other bank before the AT1
instruments have been written-down, these instruments will become part
of the corresponding categories of regulatory capital of the new bank
emerging after the merger.
(ii) If the Bank is amalgamated with any other bank after the AT1
instruments have been written-down temporarily, the amalgamated entity
can write-up these instruments as per its discretion.
(iii) If the Bank is amalgamated with any other bank after the non-equity
regulatory capital instruments have been written-down permanently, these
cannot be written-up by the amalgamated entity.
d) Scheme of reconstitution or amalgamation of a banking company:
(Section 45 of BR Act, 1949 as amended from time to time)
If the relevant authorities decide to reconstitute the Bank or amalgamate
the Bank with any other bank under the Section 45 of BR Act, 1949, then
the Bank will be deemed as non-viable or approaching non-viability and
both the pre-specified trigger and the trigger at the point of non-viability
for write-off of AT1/Tier II Instruments will be activated. Accordingly, the
Bonds will be fully written-off permanently before amalgamation /

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reconstitution in accordance with these rules.

73. Order of claim of AT 1 The order of claims/ write-down of various types of regulatory capital
instruments at the event of instruments issued by the Bank or may be issued by the Bank in future shall
Gone concern situation be in accordance with the order of seniority and as per usual legal
provisions governing priority of charges. The claims of Bondholders
(investors in Perpetual Debt Instruments for inclusion as Additional Tier 1
Capital) shall be:

a) superior to the claims of investors in equity/ common shares,

perpetual non-cumulative preference shares and other regulatory capital
instruments eligible for inclusion in Tier 1 capital of the Bank. However,
claims of Perpetual Debt Instruments eligible for inclusion in Additional
Tier 1 capital shall be on paripassu basis amongst themselves irrespective
of the date, amount or terms of issue;

b) subordinated to the claims of (i) all depositors; (ii) general creditors;

(iii) subordinated debt other than subordinated debt qualifying as
Additional Tier 1 capital; (iv) subordinated debt eligible for inclusion in
hybrid Tier 1 capital under the then prevailing Basel II guidelines (to the
extent permitted under the RBI guidelines); (v) Debt Capital Instruments
eligible for inclusion in Tier 2 capital issued and to be issued in future by
the Bank; (vi) perpetual cumulative preference shares; (vii) redeemable
non-cumulative preference shares; (viii) redeemable cumulative
preference shares eligible for inclusion in Tier 2 capital issued and to be
issued in future by the Bank.
c) neither secured nor covered by a guarantee of the Bank or its related
entity or any other arrangement that legally or economically enhances the
seniority of the claims of Bondholders vis-à-vis creditors of the Bank;
d) Claims of holders of perpetual non-cumulative preference shares shall
be superior to the claims of holders of equity/
common shares;
Notwithstanding anything to the contrary stipulated herein, the claims of
the Bondholders shall be subject to the provisions of Coupon Discretion,
Loss Absorbency and Other Events mentioned in this Placement
Memorandum.
The Bonds shall not contribute to liabilities exceeding assets of the Bank if
such a balance sheet test forms part of a requirement to prove insolvency
under any law or otherwise.
Once the Basel III Compliant Additional Tier 1 instruments are written-
down, the Bondholders shall have no claim on the proceeds of liquidation.
74 Treatment in Bankruptcy/ The Bond will not contribute to liabilities exceeding assets of the Bank if
Liquidation/Insolvency such a balance sheet forms part of a requirement to prove insolvency
under any law or otherwise

75 Prohibition on Purchase/ Neither the Bank nor its related parties over which the Bank exercises
Funding of Bonds control or significant influence (as defined under relevant Accounting
Standards) shall purchase the Bonds, nor shall the Bank directly or
indirectly fund the purchase of the Bonds. The Bank shall also not grant
advances against the security of the Bonds issued by it.
OTHER GENERAL TERMS
76 Governing Law and The Bonds are governed by and shall be construed in accordance with the
Jurisdiction existing laws of India. Any dispute arising thereof shall be subject to the
jurisdiction of District Courts of Bengaluru, Karnataka.
77 Applicable RBI The present issue of Bonds is being made in pursuance of Master circular
Guidelines no. DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015 issued by the
Reserve Bank of India on Basel III Capital Regulations and clarification
issued thereof vide circular no. DBR.No.BP.BC.71/21.06.201/2015-16 dated
January 14, 2016 and DBR. BP.BC.No.50/21.06.201/2016-17 dated February

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02, 2017 (“Master Circular”) covering terms and conditions for issue of
Perpetual Debt Instruments (“PDIs”) for inclusion in Additional Tier 1
Capital (Annex 4 of the Master Circular) and minimum requirements to
ensure loss absorbency of Additional Tier 1 instruments at pre-specified
trigger and of all non-equity regulatory capital instruments at the point of
non-viability (Annex 16 of the Master Circular) as amended or replaced
from time to time.

In the event of any inconsistency in terms of the Bonds as laid down in any
of the transaction document(s) and terms of the Master Circular,
supremacy of the provisions of the Master Circular over the IM shall prevail.

The issue of Bonds and the terms and conditions of the Bonds will be
subject to the applicable guidelines issued by the Reserve Bank of India
and the Securities and Exchange Board of India (SEBI) from time to time.
78 Events of Default The Bondholders shall have no rights to accelerate the repayment of future
scheduled payments (coupon or principal) except in bankruptcy and
liquidation of the Issuer. It is further clarified that cancellation of
discretionary payments or any exercise of Coupon Discretion, Write-off on
PONV Trigger Event, Loss Absorbency and Other Events shall not be
deemed to be an event of default.

The Issuer or the Debenture Trustee may call for meeting of Bondholders as
per the terms of the Debenture Trust Deed (to be executed). E-voting
facility may be provided, if applicable subject to compliance with
regulatory guidelines. In case of any decision that requires a special
resolution at a meeting of the Bondholders duly convened and held in
accordance with provisions contained in Debenture Trust Deed (to be
executed) and applicable law, the decision shall be passed by a majority
consisting of not less than three-fourths of the persons voting thereat upon
a show of hands or if a poll is demanded or e-voting facility is used, by a
majority representing not less than three-fourths in value of the votes cast
on such poll. Notwithstanding anything contained above, if any
regulations/ circular/ guidelines issued by SEBI/RBI or any other relevant
regulator require the voting to be held in a particular manner, the
provisions contained in such regulations/ circular/ guidelines shall prevail.
The Debenture Trust Deed (to be executed) shall contain the provisions for
the meetings of the Bondholders and manner of voting. Subject to
applicable law and regulatory guidelines, a meeting of the Bondholders,
may consider the proposal for joining the inter creditor agreement, if
applicable, and the conditions for joining such inter creditor agreement, if
applicable, will be made part of the meeting agenda and the Trustee will
follow the process laid down vide SEBI circular
SEBI/HO/MIRSD/CRADT/CIR/P/2020/203 dated October 13, 2020.
79 Trustees SBICAP TRUSTEESHIP COMPANY LTD.
80 Registrars Canara Bank Computer Services Limited (CCSL)
81 Compliance Officer Company Secretary of the Bank
82 Roles and Responsibilities of The Trustees shall perform its duties and obligations and exercise its rights
Trustees and discretions, in keeping with the trust reposed in the Trustees by the
holder(s) of the Bonds and shall further conduct itself, and comply with the
provisions of all applicable laws, provided that, the provisions of Section 20
of the Indian Trusts Act, 1882, shall not be applicable to the Trustees. The
Trustees shall carry out its duties and perform its functions as required to
discharge its obligations under the terms of SEBI NCS Regulations, the
Securities and Exchange Board of India (Debentures Trustees) Regulation,
1993, the Debenture Trusteeship Agreement, Placement Memorandum and
all other related transaction documents, with due care, diligence and
loyalty.

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The Issuer shall, till the redemption of Bonds, submit its latest audited/
limited review half yearly consolidated (wherever available) and
standalone financial information such as Statement of Profit & Loss,
Balance Sheet and Cash Flow Statement and auditor qualifications, if
any, to the Trustees within the timelines as mentioned in Listing
Agreement issued by SEBI as amended. Besides, the Issuer shall within 180
days from the end of the financial year, submit a copy of the latest annual
report to the Trustees and the Trustees shall be obliged to share the
details so submitted with all “Qualified Institutional Buyers‟(QIBs) within
two working days of their specific request.
The Debenture Trustee shall be vested with the requisite powers for
protecting the interest of the Bondholders. The Debenture Trustee shall
ensure disclosure of all material events on an ongoing basis. The Debenture
Trustee shall disclose the information to the Bondholders and the general
public by issuing a press release and placing on the websites of the
Debenture Trustee, the Bank and NSE in the following events:
(a) Non-payment of interest on the Bonds by the Bank (whether in
pursuance of RBI Regulations or otherwise);
(b) Revision in credit rating assigned to the Bonds.

83 Risk factors pertaining to the The Bonds issued are subject to the “Coupon Discretion”, “Loss
Issue Absorbency”, “Write-off on PONV Trigger Event” and “Other Events”
mentioned in this Summary Term Sheet.

84 Convention “Business Day” shall be all days (excluding Sundays, Public Holidays and
Saturdays on which the Bank is not open) on which commercial banks are
open for business in the city of Bengaluru, Karnataka and when the money
market is functioning in Mumbai.
85 Effect of Holiday If any coupon payment date, other than the ones falling on the redemption
date, falls on a day that is not a business day, the payment shall be made
by the issuer on the immediately succeeding business day, which becomes
the coupon payment date for that coupon. However, the future coupon
payment dates would be as per the schedule originally stipulated at the
time of issuing the debentures. In other words, the subsequent coupon
payment dates would not be changed merely because the payment date in
respect of one particular coupon payment has been postponed earlier
because of it having fallen on a non business day.
If the Call Option Due Date (also being the last Coupon Payment Date, in
case call option is exercised) of the Bonds falls on a day that is not a
Business Day, the Call Option Price shall be paid by the Bank on the
immediately preceding Business Day along with interest accrued on the
Bonds until but excluding the date of such payment.
In the event the Record Date falls on a day which is not a Business Day, the
immediately succeeding Business Day shall be considered as the Record
Date.
86 Additional Covenants Delay in Listing: The Issuer shall complete all formalities and seek listing
permission within 4 trading days from the issue closure date (being the
date on which bids are accepted on the electronic bidding platform). In the
event of delay in listing of Bonds beyond 4 days from the issue closure
date, the Issuer shall pay penal interest of 1.00% per annum over the
Coupon Rate from the Deemed Date of Allotment till the listing of Bonds to
the Bondholder(s).
Refusal of Listing: If listing permission is refused before the expiry of the 4
days from the date of closure of issue, the Issuer shall forthwith repay all
monies received from the applicants in pursuance of the Placement
Memorandum along with penal interest of 1.00% per annum over the
Coupon Rate from the expiry of 4 days from the Deemed Date of
Allotment. If such monies are not repaid within 8 days after the Issuer

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becomes liable to repay it (i.e. from the date of refusal or 4 days from the
date of closure of issue, whichever is earlier), then the Issuer and every
director of the Issuer who is an officer in default shall, on and from the
expiry of 8 days, will be jointly and severally liable to repay the money
with interest at the rate of 15 per cent per annum on application money.
87 Basis of Allocation/ Allotment The Bank reserves the right to reject any/ all applications fully or partially
at its sole discretion, without assigning any reason whatsoever.
88 Issue Procedure In pursuance of Chapter VI of the SEBI NCS Operational Circular dealing
with Electronic Book Provider Platform, it is mandatory that a private
placement of debt securities of over Rs. 100 crore, including green shop
option, be undertaken through the EBP Platform.
89 Recovery Expense Fund The issuer shall create a recovery expense fund in the manner and use it
for the purpose as maybe specified by SEBI from time to time.
90 Payment Mode The remittance of application money should be made by electronic transfer
of funds through RTGS/NEFT mechanism for credit to an Account as
furnished below:

Name of the Banker CANARA BANK

Account Name CANARA BANK TIER 1 BONDS
Credit into Current A/c No. 1589201001258
IFSC Code CNRB0001589
Address of the Branch Ground Floor Canara Bank Building C-
14 G Block Bandra Kurla Complex
,Bandra(E) Mumbai 400051
Narration Application money for the Bond
issue

V.UNDERTAKING BY THE ISSUER

i) “Investors are advised to read the risk factors carefully before taking an investment decision in this issue.
For taking an investment decision, investors must rely on their own examination of the issuer and the offer
including the risks involved. The securities have not been recommended or approved by the any regulatory
authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the
accuracy or adequacy of this document. Specific attention of investors is invited to the statement of ‘Risk
factors’ given on page number 1 under the section ‘General Risks’."

ii) “The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer
Document contains all information with regard to the issuer and the issue, that the information contained in
the offer document is true and correct in all material aspects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which make this document as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect."

iii) “The issuer has no side letter with any debt securities holder except the one(s) disclosed in the offer
document/placement memorandum. Any covenants later added shall be disclosed on the stock exchange
website where the debt is listed.

iv) The Issuer declares that the PAN, Aadhaar Number, Driving License Number, Bank Account Number(s) and
Passport Numbers of the promoters and PAN of Directors have been submitted to the stock exchanges on
which the non-convertible securities are proposed to be listed, at the time of filing the draft offer
document/Placement Memorandum.

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ANNEXURE-I
CRISIL RATING LETTER & RATIONALE

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ANNEXURE-II
INDIA RATINGS & RESEARCH RATING LETTER & RATIONALE

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ANNEXURE-III
Consent Letter from Debenture Trustee

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ANNEXURE-IV
Consent Letter from Registrar & Transfer Agent

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ANNEXURE-V
Application Form

Addressed to: Canara Bank

(A Government of India Undertaking)

T & I Division, Integrated Treasury Wing, Canara Bank Building, 6th Floor, C-14, G-Block, Bandra Kurla
Complex, Bandra (E),
Mumbai – 400 051.
Tel No: (022) 26725056 / 26725053; Fax No: (022) 26725250
E-mail: tidmum@canarabank.com ; Website: www.canarabank.com
Application Form Serial No : XX

D DATE OF RECEIPT OF APPLICATION

(For office use only)

APPLICATION FORM FOR NON CONVERTIBLE, TAXABLE, PERPETUAL, SUBORDINATED, FULLY PAID
UP, UNSECURED BASEL III COMPLIANT ADDITIONAL TIER 1 BONDS, IN THE NATURE OF DEBENTURES
OF RS. 1,00,00,000 (RUPEES ONE CRORE) EACH

To,
CANARA BANK
Dear Sir,
Having read, understood and agreed to the contents and terms and conditions of CANARA BANK’s
Placement Memorandum dated 30.11.2021 , I/we hereby apply for allotment to us, of the unsecured,
non convertible, taxable, perpetual, subordinated, fully paid up, Basel III Additional Tier 1 bonds in
the nature of debentures of Rs. 1,00,00,000 (Rupees One Crore) each (hereinafter referred to as
“Bonds”), out of the Private Placement Issue. I/We irrevocably give my/ our authority and
consent to SBICAP Trustee Company Limited to act as my/our Trustees and for doing such acts and
signing such documents as are necessary to carry out their duties in such capacity. The amount
payable on application as shown below is remitted herewith. On allotment please place our name
on the register of bondholders. I/We bind ourselves to the terms and conditions as contained in the
Placement Memorandum for private placement. I/We note that the Bank is entitled in its absolute
discretion to accept or reject this application in whole or in part without assigning any reason
whatsoever.
(PLEASE READ CAREFULLY THE INSTRUCTION ON THE NEXT PAGE BEFORE FILLING UP THE FORM)
I/We confirm that I/we have not received and shall not receive any commission or brokerage or any
other incentive in any form, directly or indirectly, for subscribing to the Issue.

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Investment Details DP Details

Face Value/ Issue Rs.1,00,00,000/- ( Depository Name NSDL / CDSL
price Rupees One Crore
(Please Tick)
only)
Minimum 1 Bonds and in Depository
Application multiple of 1 Participant Name
thereafter
Tenure Perpetual DP ID
Coupon Rate Client ID
Interest Payment Annual, subject to Beneficiary Account
“Coupon discretion: Number
and/or “Loss
Absorbency” (as the
case may be)

Amount Payable per Rs.1,00,00,000/- Applicant Category (Tick whichever is

Bond (i) applicable)
No. of Bonds applied Scheduled Mutual Fund
for (ii) Commercial bank
Total Amount Financial Institution Company/Body
Payable (Rs.) (in Corporate
Fig.)
Total Amount Insurance Company Provident/Gratuity/
Payable (Rupees in Super Annuation/
words) Pension Fund
Primary/ State/ Regional Rural Bank
District/Central
cooperative Bank
Others (please
specify)

APPLICANT’S DETAILS (To be filled in BLOCK LETTERS)

Sole/First Applicant’s Name in Full Signature/Authorized signatory

Second Applicant’s Name

Third Applicant’s Name

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Full Address (Do not repeat name)

Pin Code E Mail Id

Telephone Number Fax Number
Applicant’s Income Tax Details & Bank Details
Applicant 1 Applicant 2 Applicant 3
PAN / GIR NO (Enclose
Copy)
I.T Circle/ Ward/
District no
Bank Name, Branch,
City & IFSC CODE
Type of account
(SB/CA/OD)
Bank Account Number
RTGS Details
RTGS Date UTR Number
Name of the Bank
Branch Name &
Address

Tax Deduction Status (Please Tick) Applicant signature (To be filled in only if applicant is
institution)
Fully exempt Tax to be Name of the authorized Designation Signature
(Please furnish deducted signatory(ies)
exemption
certificate)
Date:-- / -- / 2021
-----------------------------------------(Tear here)----------------------------------------
Acknowledgment Slip
Application Form Serial No.: [ ]
CANARA BANK
T & I Division, Integrated Treasury Wing, Canara Bank
Building, 6th Floor, C-14, G-Block,
Bandra Kurla Complex, Bandra (E), Mumbai – 400 051
Tel No: (022) 26725061 / 26725062; Fax No: (022) 26725250
Email ID: tidmum@canarabank.com; Website:
www.canarabank.com
(To be filled in by the Applicant) All future communication in connection with this
Received application should be
from_________________________________________________ addressed to the Registrars: M/s. Canbank Computer
_____ Services Ltd [Address: R & T Center, #218, JP Royale, 1st
Address______________________________________________ Floor, 2nd Main, Sampige Road, (near 14th Cross),
____________________ ____ Malleswaram, Bengaluru – 560 003; Tel: (080) 23469661/62
an application for ___________ Bonds vide UTR No. & 23469664/65; Fax: (080)23469667; E-mail:
_________ canbankrta@ccsl.co.in quoting full name of Sole/ First
Drawn Applicant, Application No., Number of Bonds applied for,
on___________________________________________________ Date, Bank and Branch where the application was submitted
_____
Dated____________ amounting to Rs.
_____________________________________________.

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INSTRUCTIONS
1. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must
be left between two or more parts of the name.

Signature should be made in English or in any of the Indian languages. Thumb impressions must
be attested by an authorized official of a Bank or by a Magistrate / Notary Public under his /
her official seal.

2. Application forms duly completed in all respects must be submitted with the Bank.

3. The remittance of application money should be made by electronic transfer of funds through
RTGS Mechanism for credits as per details given hereunder:

Name of the Banker Canara Bank

Account Name CANARA BANK TIER 1 BONDS
Credit into Current A/c No. 1589201001258
IFSC Code CNRB0001589
Ground Floor Canara Bank Building C- 14 G Block Bandra Kurla
Address of the Branch Complex, Bandra (E) Mumbai 400051
Narration Application Money for the Bond Issue

4. Cheques, Demand Draft, Cash, Money Orders, Postal Orders shall not be accepted.

5. As a matter of precaution against possible fraudulent encashment of interest warrants

due to loss / misplacement, applicants are requested to mention the full particulars of their
bank account, as specified in the Application Form. Interest warrants will then be made out in
favour of the bank for credit to the applicants account. In case the full particulars are not
given, cheques will be issued in the name of the applicant at his/ her risk.

4. Receipt of applications shall be acknowledged by the Bank in the “Acknowledgment

Slip”, appearing below the Application Form. No separate receipt will be issued.

5. All applicants should mention their Permanent Account Number (PAN) or the GIR number
allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District and encloses a
copy of the same.

6. The application would be accepted as per the terms outlined in the Placement Memorandum
dated 30.11.2021

7. Documents to be provided by applicants: Applicants need to submit the following

documentation, along with the application form, as applicable:

 Memorandum and Article of Association / Constitutional Documents / Bye-laws / Trust

Deed;

 Board Resolution authorizing the investment and containing operating instructions;

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 Power of Attorney / relevant resolution / authority to make application;

 Specimen signatures of the authorized signatories (ink signed), duly certified by an

appropriate authority;

 Government Notification (in case of Primary Co-operative Bank and RRBs);

 Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax
Department; Copy of a cancelled cheque for ECS payments;

 Necessary forms for claiming exemption from deduction of tax at source on

interest on application money, wherever applicable.

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ANNEXURE-VI
In Principle Listing Approval from NSE

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ANNEXURE-VII

Illustration of Cash Flow

Disclosure of Cash flow with date of interest and redemption payment as per day count convention
As per Chapter III of SEBI Operational Circular No: SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021,
illustrative cash flow for bonds is as under:
ILLUSTRATION:

Name of the Issuer Canara Bank

Face Value (per bond) Rs. 1,00,00,000/-
Deemed Date of Allotment 02-12-2021
Call option Date 02-12-2026 (or any anniversary date thereafter, subject to Tax
Call/ Regulatory Call, For details refer Term sheet)
Redemption Date Perpetual
Coupon Rate 8.05%
Frequency of Interest Payment Annually
Day Count Convention Actual/Actual

Scenario 1: Call Option not exercised

Cash Flows Original Coupon Modified Coupon No of Days Amount Payable

Payment dates and Payment Dates and for per Bond (in Rs)
Illustrative Call Option Illustrative Call Denominator
Due date Option Due Date
1st Coupon Payment Friday, 02 December Friday, 02 December 8,05,000/
2022 2022 365
2nd Coupon Payment Saturday, 02 Saturday, 02 8,05,000/
December, 2023 December, 2023 365
3rd Coupon Payment Monday, 02 December, Monday, 02 8,05,000/
2024 December, 2024 366
4th Coupon Payment Tuesday, 02 December, Tuesday, 02 8,05,000/
2025 December, 2025 365
5th Coupon Payment Wednesday, 02 Wednesday, 02 8,05,000/
December, 2026 December, 2026 365
Upto Perpetual....

Notes:

7. The above example is for illustration purpose only. The actual payment will be made as per provisions of
summary term sheet.

8. Business day shall be the day on which money on which commercial banks are open for business in the
city of Bengaluru, Karnataka and when the money market in functioning in Mumbai. If the interest
payment date / redemption date does not fall on a Business day, then payment of interest / principal
amount shall be made in accordance with SEBI operational circular No. SEBI/HO/DDHS/P/CIR/2021/613
dated August 10, 2021 as amended from time to time.
9. If any coupon payment date, other than the ones falling on the redemption date falls on a day that is
not a business day, the payment shall be made by the issuer on the immediately succeeding business
day which becomes the coupon payment date for that coupon. However, the future coupon payment
dates would be as per the schedule originally stipulated at the time of issuing the bonds.
10. If the redemption date of the bonds falls on a day that is not a business day, the redemption amount
shall be paid by the issuer on the immediately preceding business day which becomes the new
redemption date, along with interest accrued on the bonds until but excluding the date of such
payment.

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11. It is clarified that interest / redemption with respect to debentures, interest / redemption payments
shall be made only on the days when commercial banks are open for business in the city of Bengaluru,
Karnataka and when the money market in functioning in Mumbai.
12. Interest payments will be rounded off to the nearest rupee as per the FIMMDA Handbook on market
practices.

Scenario 2: Assuming Call Option is exercised at the end of the 5 th anniversary of the Deemed Date of
Allotment

Cash Flows Original Coupon Modified Coupon No of Days for Amount Payable
Payment dates and Payment Dates and Denominator per Bond (in Rs)
Illustrative Call Illustrative Call
Option Due date Option Due Date
1st Coupon Payment Friday, 02 December Friday, 02 December 8,05,000/
2022 2022 365
2nd Coupon Payment Saturday, 02 Saturday, 02 8,05,000/
December, 2023 December, 2023 365
3rd Coupon Payment Monday, 02 Monday, 02 8,05,000/
December, 2024 December, 2024 366
4th Coupon Payment Tuesday, 02 Tuesday, 02 8,05,000/
December, 2025 December, 2025 365
5th Coupon Payment Wednesday, 02 Wednesday, 02 8,05,000/
December, 2026 December, 2026 365
Principal Redemption 1,08,05,000/
of Principal on
account of exercise of Wednesday, 02 Wednesday, 02
Call Option*. December, 2026 December, 2026 365

Notes:

7. The above example is for illustration purpose only. The actual payment will be made as per
provisions of summary term sheet.

8. Business day shall be the day on which money on which commercial banks are open for business in
the city of Bengaluru, Karnataka and when the money market in functioning in Mumbai. If the
interest payment date / redemption date does not fall on a Business day, then payment of interest
/ principal amount shall be made in accordance with SEBI operational circular No.
SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 as amended from time to time.
9. If any coupon payment date, other than the ones falling on the redemption date falls on a day that
is not a business day, the payment shall be made by the issuer on the immediately succeeding
business day which becomes the coupon payment date for that coupon. However, the future coupon
payment dates would be as per the schedule originally stipulated at the time of issuing the bonds.
10. If the redemption date of the bonds falls on a day that is not a business day, the redemption amount
shall be paid by the issuer on the immediately preceding business day which becomes the new
redemption date, along with interest accrued on the bonds until but excluding the date of such
payment.
11. It is clarified that interest / redemption with respect to debentures, interest / redemption
payments shall be made only on the days when commercial banks are open for business in the city
of Bengaluru, Karnataka and when the money market in functioning in Mumbai.
12. Interest payments will be rounded off to the nearest rupee as per the FIMMDA Handbook on market
practices.

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Annexure – VIII
Audited Financial Statement on Standalone and Consolidated basis for a period of three completed years
with Auditor’s Report along with the requisite schedules, foot notes, summary etc.

ANNUAL REPORT 2020-21

https://canarabank.com/media/4550/ANNUALREPORT2020-21.pdf

ANNUAL REPORT 2019-20

https://canarabank.com/media/ANNUALREPORT2019-20.pdf

ANNUAL REPORT 2018-19

https://canarabank.com/media/12422/annualreport201819forwebfinal.pdf

HALF YEARLY FINANCIAL 30.09.2021

https://canarabank.com/media/4588/Disclosure%20Financial%20Results%2030.09.202128102021.pdf

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