Siddhartha Bank is strongly committed to ensuring that its systems, procedures and practices reflect a high standard of Corporate Governance. It has a well-defined and wellstructured Corporate Governance framework in place to support the Board’s aim of achieving long-term and sustainable value, as well as fostering a culture that values ethical behavior, integrity and respect to protect shareholders’ and other stakeholders’ interests at all times by adapting governance as an integral part of organizational culture.


Siddhartha Bank’s Corporate Governance Framework is based on Corporate Governance Framework accountability, effective delegation and adequate oversight to support sound decision making. Siddhartha Bank believes good corporate governance is critical to the proper functioning the Bank thus, has a strong Board, four Board level committees along with effective control functions and a robust risk management framework with sound risk culture in place. The Board members and the senior management team are equally committed to good corporate governance. The Board level committees in the Bank have been formed in line with NRB Directive.

BOARD OF DIRECTORS AND BOARD LEVEL COMMITTEES

Siddhartha Bank’s Corporate Governance Framework is based on Corporate Governance Framework accountability, effective delegation and adequate oversight to support sound decision making. Siddhartha Bank believes good corporate governance is critical to the proper functioning the Bank thus, has a strong Board, four Board level committees along with effective control functions and a robust risk management framework with sound risk culture in place. The Board members and the senior management team are equally committed to good corporate governance. The Board level committees in the Bank have been formed in line with NRB Directive.


Ownership of Subsidiary

Discussion and Decision

  • Necessary discussion on various loan proposals, acceptance and approval after review.
  • ERegarding the annual budget and work plan of the Bank for the year 2022-23.
  • Regarding the annual financial report of the Bank for the year 2021-22.
  • Regarding the Bank’s five-year strategic plan.
  • Regarding the quarterly review of the annual budget and work plan for 2021-22.
  • Regarding the monthly financial progress statement.
  • Regarding tax related issues.
  • Discussion regarding sector loans and loans provided by the Bank.
  • Discussion and approval regarding the construction of the Central Office Building located at Naxal, provincial office building at Biratnagar and the provincial office building in Pokhara, including time extension, cost increase, progress details and final payment.
  • Regarding the registration and listing of Bonus shares.
  • Regarding the renewal of the contract of the existing legal advisors of the Bank.
  • Regarding the corporate governance report to be submitted at Nepal Securities Board.
  • Regarding the Bank’s 20th anniversary.
  • Regarding quarterly review of Bank’s investment statement.
  • Regarding investment in Avasar Equity Diversified Fund.
  • Regarding the loan agreement with International Finance Corporation (IFC).
  • Regarding additional seed capital investment in Siddhartha Systematic Investment Scheme.
  • Opening and closing of dollar accounts in various international Banks and Nostra accounts in national Banks.
  • Daily liquidity facility from Nepal Rastra Bank.
  • Regarding the Lease of the building required for the branch office and the renewal of the Lease Agreement of the existing branch office.
  • Regarding additional time for opening of new branches and extension.
  • Regarding new BLB Point expansion.
  • Purchase of ATM Machines, Customer Relationship Management (CRM) Sales License, Personal Computers, Human Capital Management System etc.
  • Transfer of founder share rights.
  • Regarding the report submitted by Audit Committee, Risk Management Committee, Anti-Money Laundering Committee
  • Regarding the review of the Bank’s director, board of directors and director level committee.
  • Regarding appointment of external auditor.
  • Approval of details related to section 78 of the Companies Act, 2063.
  • Discussion on the date, time, place, topics of discussion of the twenty-first annual general meeting, the report of the board of directors, the amendment of the memorandum and articles of association and Book Close.
  • Regarding the new organizational structure of the Bank.
  • Regarding the Bank’s New Staff Service Regulations, 2080.
  • Regarding the support provided under corporate social responsibility.
  • Regarding on-site inspection of Nepal Rastra Bank.
  • Regarding the monetary policy, the budget of the Government of Nepal, the directives issued by the Nepal Rastra Bank and its amendments.
  • Regarding various new internal policy rules and procedures of the Bank, amendments to the existing policy rules and procedures and various product papers of the Bank.
  • Regarding write-off of various loans.
  • Regarding the accounting of the non-Banking assets of the Bank, clearing of accounts and transfer of non-Banking assets by the Bank itself.
Ownership of Subsidiary
Ownership of Subsidiary
AUDIT COMMITTEE
Details of the Meeting

Discussion and Decision

  • Review and Approval of Risk Based Annual Audit Plan for the FY 2023-24.
  • Discussion regarding the audit conducted in different branches and different departments of the Bank.
  • Discussion about the audit reports related to the promissory note transactions of the various branch offices of the Bank.
  • Discussion about audit reports related to investment and risk management.
  • Review and provide necessary suggestions to the Board of Directors regarding whether things like regularity, thriftiness, propriety and effectiveness have been adopted in relation to the Bank’s operations.
  • Recommending the names of three auditors to the board of directors for external audit for the year 2022-23.
  • Discussion regarding Concurrent Audit Report of various departments under Central Office.
  • Discussion about the performance evaluation of Internal Audit Department.
  • Review of the quarterly financial statements of the Bank.
  • Discussion on the Terms of Reference of the staff in provincial level.
  • Discussion and review of the Bank’s non-performing loans.
RISK MANAGEMENT COMMITTEE
Details of the Meeting

Discussion and Decision

  • Formulation and review of policy documents.
  • Review and discussion to make the Bank’s risk management policies and procedures more effective.
  • Discussion on various indicators related to credit.
  • Discussion regarding the decisions made by the Asset Liability Management Committee.
  • Discussion regarding the details of the Bank’s annual risk assessment for the year 2022-23.
  • Discussion regarding the details of the annual internal capital adequacy report under the Internal Capital Adequacy Policy (ICAAP Policy) of the year 2022-23.
  • Review and discussion of credit risk, market risk, operational risk, and information technology risk assessment report.
  • Review and discussion about stress testing.
  • Development and discussion on Camel Rating directory.
  • Reporting news related to adverse media risk.
  • Review on sectoral reports like hydropower project, cement sector and steel sector.
  • Review and discussion of quarterly ICAAP reports.
  • Analysis and approval of the impact of various internal stress test scenarios that the Bank may adopt.
  • Review and discussion of internal limits of major risk indicators of various departments in Bank operations.
  • Effective Credit Proposal Presentation and provincial training for employees related to environmental and social risk management.
  • Review about Risk Register Application for risk measurement and central record collection under operational risk of the Bank.
  • A review and discussion of the impact of the global economic recession on the entire Banking sector and the Bank’s business.
  • Review of annual and five-year strategic plans. .
EMPLOYEES FACILITIES RELATED COMMITTEE
Details of the Meeting

Discussion and Decision

  • Review and discussion about the situation of human resources in the Banking sector.
  • Evaluation of human resources of the Bank in FY 2022-23.
  • After discussing the proposed human resource budget for the year 2022-23, recommendation for decision to the board of directors.
  • Discussion regarding the decisions made by the Asset Liability Management Committee.
  • Review and discussion regarding human resource activities of all departments of the Bank.
  • Discussion regarding the details of the annual internal capital adequacy report under the Internal Capital Adequacy Policy (ICAAP Policy) of the year 2022-23.
  • Discussion regarding staff requirements for FY 2023-24.
AML/CFT COMMITTEE
Ownership of Subsidiary

Discussion and Decision

  • Discussion about the implementation status of AML/CFT and KYC compliance activities until the third quarter of 2021-22.
  • Discussion about comments received from NRB AML Onsite Inspection Team, and steps taken to resolve it.
  • Discussion about the comments and narratives received from the internal auditor regarding AML/CFT of FY 2021-22, and the steps taken to resolve them.
  • Review and discussion about the risks inherent in money laundering and financial investment in terrorist activities when providing new service facilities and issuing/updating new contracts, policies, procedures, instructions launched by the Bank in the first, second and third quarters of 2022-23.
  • Discussion regarding risk assessment and assessment report of 2021-22.
  • Discussion regarding Annual Departmental Program on 2022-23.
  • Discussion on KYC and AML/CFT policy.
  • Review regarding the number and scenario of border transactions/suspicious transactions in the fourth quarter of FY 2021-22 and first, second and third quarters of 2022-23.
REMUNERATION OF COMMITTEE MEMBERS DURING THE YEAR Audit Committee Risk Management Committee
Employee Facilities Related Committee AML/CFT Committee

Board Oversight & Review on Internal Control System of the Bank

The Board provides oversight of senior management and holds members of senior management accountable for their actions and enumerate the possible concerns if those actions are not aligned with the Board’s performance expectations. This includes adhering to the Bank’s values, risk appetite and risk culture, under all circumstances. Board of Directors (BOD) of the Bank selects the Chief Executive Officer (CEO) and may select other key personnel, including members of senior management. The Board does the following activities for effective management oversight:

  1. Monitors senior management’s actions are consistent with the strategy and policies approved by the board, including the risk appetite
  2. Meets regularly with senior management
  3. Question and critically review explanations and information provided by senior management
  4. Set appropriate performance and remuneration standards for senior management consistent with the long-term strategic objectives and the financial soundness of the Bank
  5. Assess whether senior management’s collective knowledge and expertise remain appropriate given the nature of the business and the Bank’s risk profile
  6. Be actively engaged in succession plans for the CEO and other key positions, as appropriate, and ensure that appropriate succession plans are in place for senior management positions

The responsibility to review internal control system of the Bank and its effectiveness lies with the Board of Directors. For this purpose, various committees have been formed under the Board of Directors and its authority has been delegated by forming necessary committees for completion of operation in special areas and formation of smooth and effective strategy and its implementation. The audit committee reviews audit reports of internal auditor, external auditor, and supervisory inspector, and provides its independent suggestion to the Board of Directors about the effectiveness of the internal control system of the Bank.

The Bank’s overall area of operations is divided into three parts- Business, Operations and Control in order to manage the risks properly and smoothen operation of the bank. The Integrated Risk Management Department of the Bank is being empowered so as to make the internal control system of the Bank more robust. This department operates as an independent unit, rather than being under the management of the Bank, and the department is accountable to the Risk Management Committee of the Bank.

Similarly, Internal Audit Department of the Bank performs audit of the areas of operations of the Bank and compliance with policies and procedures prepared and implemented by the Bank. This department carries out necessary actions as an independent unit and presents its reports to the Audit Committee.


CEO LEVEL COMMITTEE

Discussion and Decision

  • Monetary policy published by Nepal Rastra Bank for the year 2022-23.
  • NRB Onsite Inspection Report.
  • Five-year strategic plan of the Bank.
  • Annual budget for the year 2023-24.
  • Banks’ Quarterly Performances.
  • Employee’s evaluation and requirement.
  • Regarding the organizational structure of the Bank.
  • Organogram related to Business Vertical.
  • Banks’ structure and credit underwriting department.
  • Relocation of departments in the Bank’s head office.
  • Strategies to increase Fee Based Income.
  • Regarding the objectives of Ancillary Products.
  • Regarding Directed Lending.
  • Regarding Working Capital Loan to QR Merchants.
  • Taking external commercial borrowing by the Bank.
  • Regarding foreign Banks.
  • Regarding employees’ By-laws.
  • Regarding Amendment in Bank Guarantee SOP.
  • Regarding the review of various policies of the Bank.
  • Regarding the programs to be held in connection with the World Environment Day.
  • Regarding preparations for celebrating the 20th anniversary of the Bank.
CEO LEVEL COMMITTEE

Discussion and Decision

  • Necessary discussion on various loan proposals and approval after review.
  • Regarding the Banks’ sectoral loans which is excess by more than 50 percent of core capital to 100 percent of core capital.
  • Regarding the Credit Risk Concentration Review Report.
  • Annual budget for the year 2023-24.
  • Credit Risk Assessment Report.
  • Portfolio Quality Management Managers and Portfolio Quality Management Officers.
  • Regarding Centralized Credit Underwriting Process.
  • Listing of mortgage appraisers.
  • Reducing Premium Rates.
Asset Liabilities Management Committee

Discussion and Decision

  • Discussion, review and decision regarding interest rate changes/ revisions.
  • Review of Bank’s investment and asset and liability management related policies.
  • Regarding the sources and usages of Nepali rupees and foreign currency.
  • Regarding the Bank’s investment and business plan.
  • Regarding new savings schemes and issue of bonds.
  • Review of stress testing.
  • Review of asset and liability management.
  • Regarding external commercial borrowings from foreign banks and financial institutions.
  • Regarding interbank Nepali rupee and US dollar transactions.
  • Investment in Government Bonds, Other Monetary Instruments, Agriculture bond and energy bond.
  • Analysis of the market and competitive banks.
  • Investing in the seed capital of the mutual fund issued by the subsidiary company.
  • Discussion on strategies related to investing and buying and selling shares of various companies and mutual funds.
  • Review of monetary policy.
Loan Recovery Committee

Discussion and Decision

  • According to the debt recovery guidelines, making appropriate decisions including auction related to debt recovery up to NPR 25 million (total including principal, interest and others).
  • Filing a case in the Debt Recovery Tribunal for recovery of the remaining debt that could not be recovered even through auction.
  • Recommend to the board of directors for necessary decision making to accept as non-Banking assets.
CEO LEVEL COMMITTEE

Discussion and Decision

  • Regarding the selection of Bank’s Brand Consultant and Digital Marketing Consultant.
  • Regarding selection of tenders for digitization of account opening forms in 135 branches of the Bank.
  • Recommend to the board of directors for necessary decision making to accept as non-Banking assets.
  • Choosing a Service Provider for Outsourcing Bank’s Records Management Services.
  • Regarding the financial support for the production of public awareness short film against meter interest under the Bank’s corporate social responsibility.
  • Regarding the selection of insurance company for the annual insurance protection of all assets of the Bank.
Operational Risk Management Committee

Discussion and Decision

  • Review and discussion of possible risks in the Bank’s business and operations due to the events and trends in the Banking sector.
  • Analysis of the incident registered in the Bank’s risk record (register) and discussion on the place, duration, source of risk, inspection of responsibility and internal control record of the incident.
  • Review and discussion about the improvement of the conditions mentioned in the on-site inspection of the audit and reviewing the implementation of given conditions.
  • Review and discussion on risk tolerance of various departments made by operational risk department in collaboration with related departments.

MANAGEMENT LEVEL COMMITTEE

MANAGEMENT LEVEL COMMITTEE

Discussion and Decision

  • Regarding the selection of bids for purchase of Bank’s Web Application Firewall, Video Banking System, Human Capital Management System, and Customer Loyalty Program Solution.
  • Regarding the selection of bids for the construction of Modular Data Center of the Bank.
  • Regarding selection of tenders for using POS Devices on rent.
  • Regarding the selection of suppliers for the purchase of Transformer, Generator, UPS, Car Lift, and Passenger Lift in the Bank’s Naxal building.
  • Regarding the purchase of Bank tables and wall calendars for the year 2023.
  • Regarding the selection of tenders for the purchase of Automated Teller Machine, Check Deposit Kiosk, and Cash Deposit Machines for various branches of the Bank.
Assets Disposal Committee
Record Disposal Committee

NOTICE OF 22ND ANNUAL GENERAL MEETING TO SHAREHOLDERS OF SIDDHARTHA BANK LIMITED

Dear Shareholders,

According to the decision of the 419th meeting of the Board of Directors of the Bank held on 30th October, 2023, it was decided to schedule the 22nd annual general meeting of the bank on the following date, time and place, as per section 67 of the Companies Act, 2063. We sincerely request shareholders to attend the meeting and participate in discussion over resoultions.

Date, place and timing of meeting

Date: November 21, 2023, Tuesday
Location: Amrapali Banquet, Baluwatar, Kathmandu.
Meeting Start Time: 10:00 AM
(Attendance Book will be kept open from 8:00 AM onwards.)

AGENDA FOR DISCUSSION

A. Ordinary Resolution

  1. To discuss and approve the annual report of the Bank for FY 2022-23.
  2. To approve the auditor’s report along with statement of financial position of July 16, 2023 and profit and loss statement from 17th July, 2022 to 16th July, 2023, cash flow statement for the same period, statement of changes in equity and related schedules.
  3. To approve the consolidated financial statement including the f inancial statement of Bank’s subsidiary company “Siddhartha Capital Limited” for FY 2022-23.
  4. To appoint an external auditor as recommended by Bank’s Audit Committee and to determine remuneration for the same as per Section 111 of the Companies Act, 2063 and Section 63 of the Bank and Financial Institutions Act, 2073 for FY 2023-24. (According to section 111 (3) of the Companies Act 2063, the incumbent auditor SAR Associates, Chartered Accountant is eligible for re-appointment.)

B. Special Resolution

  1. To approve expenses exceeding the limit provisioned in Section 105 (1) (c) of Companies Act during FY 2022-23, while providing financial assistance while conducting Corporate Social Responsibility.
  2. To delegate complete authority to the Board of Directors for merger and acquisition between Siddhartha Bank Limited and any other appropriate bank or financial institution, to appoint a licensed valuator for Due Diligence Audit (DDA) of assets, liabilities and transactions of bank, determine valuator’s remuneration, drafting of memorandum of understanding relating to merger and acquisition, complete other necessary procedures related to merger and acquisition and sign it.

C. Miscellaneous

As directed by Board of Directors
-Company Secretary


Brief Information on Annual General Meeting

  1. For the purpose of the general meeting, the banks’ share registration book will be closed for a day on 7th November, 2023. The shareholders registered in the bank’s shareholders’ register before the date of distribution of shares or transactions in the Nepal Stock Exchange Limited before that date will be able to participate, discuss and vote in the meeting.
  2. Shareholders can participate, discuss and vote in the meeting by themselves or through a representative. Likewise on behalf of the minor shareholders, the guardian of the minor or the representative appointed by him/her may participate, discuss and vote in the meeting. Only to the person whose name is entered as a custodian in the register of shareholders will be considered a guardian.
  3. In the case of joint shareholding in the name of more than one person, the vote or proxy given by the partner nominated by such partners or by the representative nominated by them, and in case no partner is nominated accordingly, only the vote or proxy given by the person whose name is mentioned earlier in the register book of shareholders will be valid. 4. A shareholder who wishes to appoint a representative to attend, discuss and vote at the meeting, he/she can appoint representative only from the existing shareholders’ of the bank.
  4. The shareholder to be appointed as a representative should submit the letter of representation to the share registrar of this bank, M/S Siddhartha Capital Limited, Narayanchaur, Naxal, Kathmandu, 48 hours prior the meeting.
  5. After appointing representative and submitting the proxy to Registrar to Share of the Bank, M/S Siddhartha Capital Limited, Narayanchaur, Naxal, Kathmandu, if any shareholder wants to revoke the representative and appoint another representative, notice must be given 48 hours prior the commencement of meeting to Registrar to Share of the Bank.
  6. In case more than one representative is appointed by the same shareholder, all such representatives shall be canceled except for the cancellation according to Article
  7. If the shareholder appointing a representative cancels such representative for any reason and wants to attend the meeting and participate, discuss and vote in the meeting, written notice must be sent to the Registrar to shares Bank, M/S Siddhartha Capital Ltd., Narayanchaur, Naxal, Kathmandu, 48 hours before the commencement of the meeting.
  8. Shareholders who request to raise questions under miscellaneous heading must inform 7 days prior of meeting to Office of Company Secretary at Bank’s head office in Naxal, Kathmandu about the subject matter of discussion. Subject matter without prior information shall not be discussed during meeting.
  9. The shareholders who have not received the share certificate or share statement shall visit the bank’s share registrar M/S Siddhartha Capital Ltd., Narayanchaur, Naxal, Kathmandu to collect the share certificate or the statement from the institution where their beneficiary account is held. Share certificates will not be distributed in the meeting room on the day of the meeting.
  10. Shareholders will be allowed to enter the meeting room only after showing identity card along with entrance card issued by bank or share certificate or DMAT account details having shares dematerialized of Bank.
  11. We sincerely request shareholders to be present on the day of meeting before the commencement of meeting. Also, attendance book will be open from 8:00 am on the day of meeting for the convenience of dignitaries.
  12. We request the shareholders who have not updated the bank account in the beneficiary account and the shareholders who have not yet dematerialized their share certificates (DEMAT) to dematerialize their share certificates and also update the bank account in the beneficiary account.

Note:

  1. The annual report, director’s report, auditor’s report and agenda for discussion related to general meeting are also uploaded on bank’s website www.siddharthabank.com
  2. For more information, it is also requested to contact Office of Company Secretary (Telephone No. 01-5970020) at the Bank’s Registered Office, Naxal, Kathmandu.

DIRECTOR’S REPORT

SYNOPSIS OF FINANCIAL PERFORMANCE OF THE BANK

The Bank has effectively controlled and managed credit risk, operational risk, liquidity risk, market risk, interest rate risk, foreign exchange risk and other risks that may occur in the course of business and has adopted the concept of balanced, continuous and sustainable growth in the expansion of the Bank’s business during FY 2022-23.

A. Share Capital and Capital Adequacy

Throughout the review period, the Bank’s paid-up capital increased to NPR 14.09 billion, marking an increment from NPR 12.52 billion. For the FY 2022-23, the Bank proposed distribution of a cash dividend (inclusive of taxes) amounting to NPR 593 million, equivalent to 4.21 percent, which has been presented in this annual general meeting for the approval. The Bank’s core capital and supplementary capital at the end of the review period stands at 9.37 percent and 3.10 percent, respectively, with an overall capital adequacy ratio of 12.47 percent.

B. Deposit

During the review period, the deposits escalated from NPR 196.48 billion to NPR 228.57 billion, reflecting a 16.33 percent increase compared to the previous year. Despite the overall economic system’s contraction in liquidity during this period, the Bank achieved a balanced 16.33 percent deposit growth. This success is attributed to the introduction of various attractive deposit schemes and the trust bestowed upon the Bank by its customers.

In the same timeframe, the Bank launched “Siddhartha PAY & SAVE” account, a savings account with a unique feature in Nepal for the first time. This account, openable with zero balance, deducts a fixed amount from the parent’s account and automatically deposits it into the children’s account when electronic transactions of more than NPR 100 are made through debit cards and mobile Banking. The Bank offers a free debit card and Bank-smart XP service for the first year as a special attraction to both parents and children’s accounts. Additionally, a cashback scheme was introduced for a limited period to encourage customers to open this account promptly. The Bank anticipates that this account will promote the use of the digital system by parents and facilitate small savings for their children. During the review period, responding to customer needs and demands, the Bank introduced ‘Siddhartha Sribriddhi Term Account,’ offering returns of two to ten times the principal amount after a specified period, although this service is currently suspended.

Similarly, the Bank launched the Siddhartha Srivriddhi Plus term account during the review period, aiming to provide long-term investment opportunities with the highest returns to customers seeking returns on long-term deposits. This account includes a life insurance facility equal to fifty thousand rupees, with twice the return on the principal amount.

Furthermore, the Bank introduced a short-term credit card facility during the review period, combining the features of Siddhartha Visa Credit Card and UNO Discount Card for existing and new term depositors. This credit card facility allows depositors to access funds at their convenience without prematurely closing fixed deposits. This credit card allows credit facilities up to 90% or NPR 200 thousand (whichever is less) to the customers. For this, the depositors do not need to pay any membership fees and prove their income.

Similarly, during the review period, the Bank introduced UNO credit card facility with discount on membership fee for the f irst year to existing and new customers of Siddhartha Jeevan Suraksha and Siddhartha Platinum Plus accounts. For this facility, customers can deposit a minimum of NPR twenty thousand rupees in Jeevan Suraksha Account and a minimum balance of NPR fifty thousand rupees should be maintained Platinum Plus account. The credit limit of Siddhartha Jeevan Suraksha Account will be “average account balance of the last one year or NPR twenty thousand rupees whichever is higher” while the credit limit of Siddhartha Platinum Plus account will be “average balance of the last one year or fifty thousand rupees whichever is higher”. This credit card facility will help the depositor to get credit facility as per requirement without using the balance in his account.

During the review period, the deposit account of the Bank has reached 1,710,123 which is an increase of 18.75 percent compared to last year. During the year under review, 270,058 new deposit accounts were opened in the Bank. In the same manner, savings account of the Bank has reached 1,485,056, which is an increase of 17.75 percent compared to last year. In the review year, 223,869 new savings accounts were opened in the Bank. Due to the tireless efforts of the employees, several campaigns launched by the Bank and high quality customer service, the Bank has been able to achieve such good results in terms of opening new accounts in the year under review.

C. Loans

By the end of the FY 2021-22, the loan portfolio of Bank stood at NPR 186.09 billion. The total loan portfolio increased by 2.57 percent and reached to NPR 190.87 billion as of mid-July 2023. The Bank has cautiously increased its loans keeping in mind the overall economic scenario of the country. In this process, the Bank has been assisting more than 40,000 loan customers and more than 30,000 credit card customers to fulfill their financial needs. According to the directions issued by Nepal Rastra Bank, the Bank has continuously focused in priority sectors like agriculture, energy and MSME of less than NPR 10 million.

Micro, Small and Medium Enterprise Loans (MSME Loans)

Acknowledging the pivotal role of micro, small, and medium enterprises (MSMEs) in fostering Nepal’s economic growth, the Bank has aligned its strategies with a five-year plan aimed at significantly boosting the proportion of MSME loans within its overall lending portfolio. With a clear focus on becoming a key player in MSME financing, the Bank has forged partnerships with diverse Development Financial Institutions to enhance access to the “Missing Middle” segment through tailored MSME loans. These efforts are particularly geared towards catering to businesses requiring medium-scale investments yet facing hurdles in accessing traditional banking channels.

Furthermore, the Bank has actively engaged in facilitating direct credit facilities to micro and small enterprises, contributing to the sustainable economic development of rural and semiurban regions across Nepal. This initiative is being led by the Government of Nepal and the Ministry of Finance, in collaboration with the German Government through Siddhartha Bank, acting on behalf of the Nepal Rastra Bank. Coordinated efforts between the governments of Nepal and Germany, along with support from the German Financial Development Corporation, have facilitated the successful execution of initiatives such as the Sustainable Economic Development in Rural and Semi-Urban Areas (SEDRA-II) program.

During the review period, key achievements included the provision of training and consultancy services, the development of Alternative MSME Credit Analysis Methodologies, and the implementation of an Automated Agricultural Business Analysis Module. Moreover, the Bank has provided essential technical services, including the reinforcement of Management Information Systems (MIS), to bolster sustainable economic growth in rural and semi-urban areas. These concerted endeavors underscore the Bank’s commitment to fostering MSME development and contributing to broader socioeconomic advancement in Nepal.

During the review period, the Bank entered into a significant agreement with the International Finance Corporation (IFC), a member of the World Bank Group, aimed at fostering investment in micro, small and medium enterprises (MSMEs) in Nepal, as well as climate financing initiatives. Under this agreement, IFC extended a loan amounting to USD 55 million to the Bank, representing the highest loan amount ever provided by IFC to a Nepali Bank. This collaboration signifies a milestone in supporting the growth of MSMEs and climate-friendly projects in Nepal.

With this infusion of capital, the Bank is poised to channel investments into various projects, including clean energy initiatives, electric vehicles, and climate-friendly agriculture. The overarching objective of this agreement is to facilitate the establishment, operation, and promotion of small and medium businesses, thereby contributing to the strengthening of Nepal’s economy. By embracing a Digital First approach, the Bank underscores its commitment to sustainable development, aligning its business strategy with environmental stewardship, societal well-being, and principles of good governance. Through these concerted efforts, the Bank aspires to create a lasting and positive impact, ensuring a sustainable legacy for future generations.

Similarly, during the review period, with the aim of encouraging small businessmen to do business through digital means, the Bank has also launched ‘Siddhartha Top-Up Loan to QR Merchants’. From loan application to loan disbursement, the entire credit facility process is provided through a digital platform. It is believed that this scheme will meet the short-term f inancial needs of the existing and potential QR merchants of the Bank.

Likewise, during the review period, the Bank has cooperated with various consulting agencies to assist potential entrepreneurs in preparing documents for business registration, preparing f inancial statements, and obtaining legal documents and licenses.

Retail Banking

In line with its strategy, the Bank has formed a separate Retail Business Vertical for retail business. By FY 2022-23, about 29 percent of the total loan amount of the Bank is from retail loans and about 53 percent of the total deposit amount of the Bank is from retail deposits. Bank through Retail Banking has provided retail loans such as home loans, loans, margin lending, educational loans, personal loans, business loans, mortgage collateral loans and term mortgage loans.

Similarly, during the review period, the Bank has launched a new loan scheme named “Siddhartha Hamro Ghar Karja” at an unchangeable competitive interest rate of 10.99 percent for 7 years for house purchase, house construction and house repair. In addition, if the home loan and mortgage is in the name of a woman, there is also an additional discount of 25 basis points in the interest rate. In addition, the Bank has been revising the scheme for a short period of time.

Similarly, in accordance with the Bank’s commitment to increase sustainable development and electricity consumption during the review period, the Bank has launched an Electric Vehicle (EV) loan facility under Climate Financing at an irreversible competitive interest rate of 11.25 percent. This effort of the Bank will help in reducing carbon emissions, the main air pollution factor. In addition, the Bank has been revising the scheme for a short period of time.

During the review period, in line with the Bank’s strategy, customers can open a fixed deposit account through digital means through Bank Smart (Bank’s Omni Channel Mobility Application) and apply for fixed deposit loans through the same means without any hassle and physical documents. In addition, the Bank has been providing services to meet the financial needs of customers through credit cards for purchasing consumer goods.

Environmental, Social and Governance Aspects

Sustainable Financing is a high priority for the Bank and the Bank has significantly integrated Environmental, Social and Governance (ESG) aspects into its overall strategy and practices. Using the Bank’s Environmental & Social (E&S) unit, it is committed to creating a sustainable impact. The Bank is in the process of implementing an ESG management system in coordination with Invest for Impact Nepal (IIN). While doing business in a responsible manner towards the society and the country, the Bank has been conducting various business literacy programs targeting existing and potential business customers across the country.

Establishment of Credit Underwriting Department

In order to onboard high-quality loan proposals in the Bank and to ensure uniformity in the evaluation of loans, the Bank has established a credit underwriting department in the new organizational structure of the Bank for the fair evaluation of loan proposals and put the credit underwriting process into operation. The department will help in improving the turnaround time for loan approval and disbursement. This department is also responsible for ensuring compliance with the Bank’s internal and external regulatory provisions as well as the best practices prevalent in the Bank. This department will try to implement new underwriting techniques and practices in the Bank. The establishment of this department will make the sales personnel focus on increasing the Bank’s loans and other business.

Branchless Banking

Siddhartha Bank has been a leading bank in establishing and expanding branchless banking services. Starting from Dailekh in the year 2010 till now of the total branchless banking network of the Bank has reached 123. Through branchless banking service, the Bank has been providing service where customers can deposit money and withdraw, transfer funds, pay bills, top-up, mobile and Dishome recharge, small loan application and fixed deposit collection, old age allowance payment, single women, disabled allowance, etc. Powered by biometric and branchless card technology, this service is secure and reliable. By mid2023, the total number of customers joining branchless banking services has reached 61,109.

Likewise, in accordance with the integrated procedures related to interest subsidy for subsidized loans implemented by the Government of Nepal with high priority for entrepreneurship and self-employment of youth and women, the Bank provides Siddhartha Higher and Technical and Vocational Education Loan, Siddhartha Dalit Community Business Development Loan, Siddhartha Yuva Self-Employment Loan, Siddhartha Foreign Employment Loan, Siddhartha Technical and Vocational Training Loan and Siddhartha Women’s Entrepreneurial Loan. Under the subsidized loan, the Bank has provided a total of 3,185 household’s loan worth of NPR 2.6 billion.

The Bank has directly provided services to more than 21,000 households from 138 branches in 53 districts under various credit titles under micro and underprivileged loans till the end of last f iscal year.

Corporate Banking

To bolster its presence in the energy sector and project financing domain, the Bank has embarked on a strategic initiative to invest in hydropower, renewable energy and infrastructure projects. This endeavor has led to the establishment of an Infrastructure and Project Investment Division within the Corporate Credit Department. Recognizing the specialized skills and technical expertise required for investments in these sectors, the Bank has prioritized the training and development of its workforce. Experienced professionals, including engineers and chartered accountants, have undergone targeted training programs to enhance their capabilities.

Furthermore, the Bank has expanded its range of customer services and facilities with the overarching objective of enhancing the quality of loans and bolstering competitiveness in the market. To achieve this goal, the Bank actively participates in various workshops, seminars, and training programs organized by expert consultants and training providers. These initiatives are aimed at equipping employees with the necessary knowledge and skills to assess and manage risks effectively while fostering growth and innovation in the energy and infrastructure financing landscape.

By the end of 2022-23, the Bank has disbursed NPR 12.97 billion loans to hydropower sector, which has invested in various hydropower projects with a capacity of approximately 730.84 megawatts. Similarly, the Bank invests funds and non-fund based loans in sectors such as large-scale private industries and businesses, public institutions, semi-government institutions, construction businesses, cement, commercial agriculture, poultry and feed, health, educational institutions, private air service providers, star hotels, etc. which has helped in fulfilling f inancial needs of organizations.

Other Credit related works held during the review period, and continuity of it in current Fiscal Year

Restructuring of Business Functions

The Bank has made necessary changes in the organizational structure of the Bank to take advantage of contemporary challenges and business opportunities. Aimed at small and medium industries, retail and micro businesses, the Bank has restructured the current business models and launched a new specialized business vertical with the aim of providing effective services to the customers of this sector. The Bank plans to expand its reach to customers through unique and latest products by adopting emerging technologies. The Bank’s new structure will address the business needs of various businesses in corporate banking, MSME banking, retail banking and transaction banking through new business verticals.

Initiatives taken by the Bank to improve its Credit Operations, Credit Process, Credit related policies, Guidelines and Product Papers

The Bank is always focused in providing quality service to its customers. The Bank is trying to make a structural change in the overall credit ecosystem by reorganizing, refocusing and reengineering its entire credit related operations. The Bank has appointed the National Banking Institute (NBI) as a consultant to review/update the overall credit ecosystem of the Bank with the aim of further improving and reengineering the credit operations and credit process. A group of ex-Bankers who have extensive experience in credit management and risk management in NBI are reviewing the consulting services. The Bank believes that the consultant’s suggestions/recommendations will help to improve the Bank’s risk management, increase efficiency in overall credit management, reduce risk and implement best practices of credit management in the Bank and adopt a more effective credit process. The consultant will review the entire credit ecosystem of the Bank i.e. credit structure, credit process, credit disbursement, credit products, etc., provide suggestions for revision and development of papers, develop market friendly credit products and develop or revise overall credit processes for credit products credit related manuals and modules for effective credit approval, credit disbursement, credit monitoring, credit control, credit recovery and credit risk management. It will help to develop and review the process and system used by the Bank for loan services and give suitable suggestions.

Hydropower Financing Analysis and Monitoring

By the end of FY 2022-23, investment in the hydropower sector (including energy bonds and investments in other renewable energy sectors) of the Bank’s total loans was 7.70 percent. Bank’s credit investment in the energy sector must be 6.5 percent and 10 percent by the end of FY 2023-24 as per the direction of Nepal Rastra Bank. Realizing the need for appropriate hydropower project guidelines to ensure proper, adequate and equal assessment and monitoring of loans under the energy sector, the Bank has entered into an agreement with an expert in this field to assist in preparing the guidelines. Such collaboration will provide training in hydropower sector technical knowledge, financial analysis, environmental and social impact assessment, legal and regulatory provisions, project management and community engagement, and provide training in preparing guidelines for investing in hydropower sector, process review, training in understanding the activities involved in project implementation, training related to the review of the process and system used by the Bank for hydropower financing and will provide suggestions for possible changes.

• In order to encourage investment in the designated area from time to time, experts and consultants in the respective f ields have made the Bank’s employees participate in various workshops, training and development, motivational programs.

D. Investments

While diversifying its business, the Bank has been earning income by making use of investment opportunities from the beginning. During the period under review, the Bank’s investment increased from NPR 59.65 billion to NPR 69.66 billion, which is an increase of about 16.78 percent. The Bank has adopted a strategy to increase its investment by identifying more profitable areas for proper management of its deposits and investments. According to this strategy, it is believed that the scope of the Bank’s investment will be widened and the risk will be reduced leading to increment in the profit.

Strategically, with a view to long-term benefits, the Bank has invested in various sectors under investment diversification and has been investing as promoter as well as public shareholder. The Bank as founder shareholder in Sanima Reliance Life Insurance Company Limited with NPR 264 million investment, as a public shareholder in Siddhartha Premier Insurance Company Limited with NPR 87 million investment and NPR 30 million in Awasar Equity Limited has been invested. That investment is thus 6.31 percent, 7.54 percent and 10 percent respectively of the paid-up capital of the said organizations as of the end of 2023. Similarly, the Bank has 51 percent investment in Siddhartha Capital Limited, which is a subsidiary company of the Bank; the current paid up capital of the said company is NPR 200 million. Similarly, the Bank has also invested in commercial organizations like Nepal Electronic Payment System Limited, Karja Surakshan Kendra, Nepal Clearing House Limited and National Banking Institute. The Bank believes that the investment made in this way will increase the returns to the shareholders.

E. Total Assets

During the review period, the total assets of the Bank increased from NPR 264.33 billion to NPR 285.98 billion, which is an increase of about 8.19 percent compared to last year.

F. Net Interest Income

During the review period, the total interest income of the Bank was NPR 20.68 billion increased from NPR 27.37 billion, which is an increase of about 33.82 percent compared to last year. Similarly, during the review period, the Bank’s interest expense was NPR 14.08 billion increased to about NPR 19.49 billion. Thus, the net interest income during the review period was NPR 6.60 billion increased to NPR 8.18 billion, which is an increase of 24.07 percent compared to last year.

G. Operating Profit and Net Profit

The operating profit of the Bank during the review period was NPR 4.65 billion which is an increase of 9.06 percent compared to last year. Similarly, during the review period, the net profit of the Bank was NPR 3.17 billion which is an increase of 9.11 percent compared to last year.

H. Distributable profits

The Bank has earned NPR 3.17 billion rupees net profit in FY 2022-23. From the said net profit, NPR 1.46 billion has been appropriated to capital redemption reserve and further additional amounts have been appropriated to various statutory reserves and regulatory reserves after which the remaining distributable profit is NPR 663.61 million. Out of this, NPR 593.19 million i.e. 4.21 percent cash dividend (including tax purpose) has been proposed for distribution. The amount allocated for the debentures is ultimately distributed to the shareholders after the maturity of debentures. Therefore, considering the allocated amount NPR 1.46 billion, actual distributable profit of the Bank in 2022-23 is NPR 2.12 billion which shows dividend distributable capacity of 15.07 percent.

I. Net worth per share

During the period under review, the Bank’s net worth per share is NPR 179.61, which was NPR 172.45 in the last year. This is an increase of 4.15 percent compared to last year.

J. Earnings per share

During the review period, the Bank’s earnings per share was NPR 22.48, which was NPR 20.60 in the last FY. This is an increase of 9.11 percent compared to last year.

K. Quality of Assets

During the review period, the Bank’s non-performing loan ratio was 2.01 percent, which was 1.07 percent in the last fiscal year. Despite the adverse market conditions, the Bank has managed to contain NPA within 2.01%. In the coming days, the Bank has prioritized for recovery of interest and non-performing loans and believes that the ratio of non-performing loans will further improve.

L. Loan write-off

Last year, the Bank written off loans of NPR 1,200,005 whereas during the review period, a total of NPR 1,174,376 loans has been written off. The Bank has continued the recovery process of such written off loans.

M. Share structure

51 percent of the total paid-up capital of the Bank is the share of the promoter shareholders and 49 percent is the share of public shareholders. By the end of the review period, the number of promoter shareholders of the Bank was 278 people and the ANNUAL REPORT 2022-23 131 number of public shareholders was 69,151. By the end of October of the current year, the number of promoter shareholders of the Bank was 275 and the number of public shareholders was 56,633.

N. Card and technology based services

The Bank has been providing various types of service facilities to the customers through cards and other electronic alternatives. There has been a significant increase in the transaction of service facilities provided by Banks, and the transaction of service facilities provided by electronic payment. During the review period, there has been a significant increase in transactions through electronic alternative means to 79 percent, while transactions through traditional means have reduced to 21 percent. In FY 2021-22, this ratio was 67:33. Keeping in view the increasing electronic transactions, the increasing use of information technology and the control of financial fraud, the Bank has been suggesting protective measures to customers through various means. Likewise, the Bank has been successful in controlling financial fraud, information technology and data security management, upgrading and proper management of hardware, network and system software.

During the review period, the Bank has tied up with various QR merchants associated with MOCO by linking debit, credit and prepaid cards to FOCUSONE’s MOCO App and using MOCO App from the same platform. During the review period, the Bank has provided the service of loading/unloading cash by linking customer accounts to E-SEWA digital wallet. In the same way, the Bank has started the payment service by integrating the Billing System in the POS itself, which will help various small merchants to transact easily without separate hardware and software arrangements for the Billing System.

Similarly, with the aim of making mobile Banking services more sophisticated and providing secure online services, Bank has upgraded Bank Smart XP which will provide Omni-Channel experience to customers. Also, along with the migration of the Bank’s Core Banking System, various electronic payment services have also been migrated to the Bank’s new CBS-Finacle, through which the Bank believes that more sophisticated Banking service facilities will be available to the customers safely.

With the aim of providing round the clock Banking services to the customers, the Bank has put the Cash Deposit Machine Check Deposit Kiosk into operation. Similarly, the Bank has launched VISA P2P and VISA Remittance services to transfer funds through cards.

The Bank conducted cash back offers throughout the year to encourage customers to transact through electronic means and to encourage passive cardholders to transact not only through ATM but also through POS and online transactions. Similarly, the Bank successfully conducted various campaigns like New Year Campaign, Siddhartha Foundation Day Campaign, Bank Smart Activation Campaign, QR Merchant Enrollment and Activation Campaign.

In order to encourage digital payment, the Bank is also conducting various programs related to financial literacy while further modifying and refining the means of digital payment.

O. Digital Transformation and Information Technology

Due to the changing preferences of customers, the Banking sector is being transformed by the latest innovations in technology. In the current situation, with the rapid development of information technology, its security is becoming more and more challenging. In order to minimize the risk that may be caused by information technology, the Bank is aware of the fact that a successful information technology strategy, policy and procedure is necessary and has adopted an action strategy accordingly.

The Bank is using a high-level information technology security system for customer privacy, security and reliability of data. Auditing of information technology as per the directions of Nepal Rastra Bank has been continued even in the year under review after finding the deficiencies in the Bank’s system.

Likewise, the Bank has fully implemented the existing Core Banking System (CBS), Customer Relationship Management (CRM) and Loan Origination System (LOS) projects for high-tech and reliable services. Similarly, Mobile Banking (Bank Smart XP) has been upgraded with the aim of providing convenient and safe online service for customers. Various Business Process Automation projects have been formulated for internal and external digital transformation work.

Similarly, management of historical data storage is started to manage, communicate and analyze data obtained through various means. Web Application Firewall (WAF) has been used to increase the security of various Web Applications of the Bank and to control the security of Cyber Threats. SWIFT CSP Assessment has been completed in accordance with cyber-attacks and cyber security policies related to international payments.

In the like manner, the Bank has continued to establish a Customer Care Center to make the relationship between the Bank and the customer effective and manage the services provided by the Bank in an integrated manner. Under this, it has been arranged that the customer can file inquiries, complaints, feedback and suggestions and service requests through the Bank’s website, phone, chat, and social networks, and the customer can avail Banking services directly without physically being present at the Bank. From this, it is believed that the experience of customers with the Bank will increase positively and increase customer delight.

P. Remittance Service (SBL Remit Service)

The Bank launched its own online remittance payment service “SBL Remit” from Qatar in the year 2008 with the aim of providing fast, efficient and reliable remittance service to Nepalese who 132 SIDDHARTHA BANK LIMITED are employed abroad in line with the strategy of expanding its services and diversifying financial services. Currently, SBL Remit has expanded its services to Japan, Malaysia, Oman, UAE, South Korea, Kuwait and America. In order to make remittances more effective, the Bank has taken a strategy of increasing its remit presence in foreign countries and increasing the number of payment representatives locally, as it has been providing services through more than 7,000 payment center representatives and sub-representatives from major European countries and Australia as well. The Bank is constantly trying to increase its reach by providing online remittance services to Nepalese expatriates worldwide. The Bank has helped to make the remittance business more quality, reliable and easily payable by establishing the Remittance Business Unit (RBU). In the near future, the Bank has planned to increase its remittance services and its presence in India, Canada and Jordan by increasing the remittance business.

Likewise, for immigrant Nepalese brothers and sisters, the Bank is operating ‘Siddhartha Remit Account’ and ‘SBL Premium Remit Savings Account’ with attractive interest rates and can open an account with zero balance. Also, opening these savings account will come with many benefits of Bank Smart, Internet Banking, ATM, Demat and C-ASWA facilities.

Q. Right to Information and Grievance Management

As Bank has been established as a public limited company, it gives high priority to the right of information to stakeholders. The Bank has taken accountability, transparency and responsibility as the main and important factors of the right to information for good governance. The Bank shall publicly disseminate relevant information and information to inform the stakeholders. The Bank has fully complied with the provisions of the Right to Information Act, 2064 and has appointed a Chief Information Officer as per Section 6 of the Act.

The Bank is inspired by the motto of “Relationship Forever”. Accordingly, the needs and complaints of the customers have been properly addressed. The Bank has proceeded by addressing the complaints received from customers and stakeholders with high priority. The Bank has created a favorable and convenient environment to timely communicate customers’ grievances to concerned departments.

The Bank has established a Central Information and Grievance Handling Desk (CIGHD) at the central office to streamline the hearing of complaints received from the network spread across the country and to provide necessary information to the customers. CIGHD collects all information, complaints and suggestions and coordinates with various departments to provide necessary information and resolve customer complaints. CIGHD collects information through website, telephone, email, Facebook, Viber, Instagram, etc. and resolves issues as quickly as possible. The Bank has developed a system for customers to send complaints directly through the complaint portal on the website. The Bank has appointed a Grievance Management Officer to efficiently address and resolve customer complaints with high priority.

R. Trade Finance

The Bank has been providing various trade finance related services to ease the banking and financial needs of customers involved in national and international trade. The Bank is also one of the member among other banks under the Global Trade Finance Program of the International Finance Corporation. Under trade finance, the Bank issues letter of credit (LC), promissory notes, approved drafts, bills of exchange, securities, tender bonds, performance bonds and advance payment guarantees.

S. Treasury and Correspondent Banking

The Bank operates with Treasury and Correspondent Banking Departments to cater to the various needs of the customers and has helped to increase the profit of the Bank. This department has been equipped with advanced software that can directly view the changes in the rates of international Banks. The Bank has been actively dealing in local and international currency market, capital market, foreign exchange market and bullion market. While conducting its regular work, this department works within the guidelines issued by Nepal Rastra Bank and the internal policy of the Bank.

To expand business beyond the country’s geographical boundaries, the Treasury and Correspondent Banking Department has opened Nostro and Vostro accounts in international banks and established relationships with financial institutions connected to the Relationship Management Application (RMA) service promoted by SWIFT. The correspondent Banking network has helped the Bank to effectively manage trade finance transactions, treasury payments, inward and outward payments.

Under the agreement between Siddhartha Bank and the International Finance Corporation (IFC) under the World Bank Group to invest in the business of micro, small and medium enterprises (MSME) in Nepal and in climate financing, IFC has loaned the Bank 55 million US dollars. The loan amount provided to the Bank is the highest loan amount provided by IFC to any Nepali Bank so far. The approved loan amount to Siddhartha Bank from internationally renowned financial institutions confirms the good governance existing within the Bank and the sound financial condition of the Bank. With this collaboration, the Bank will invest in projects like clean energy projects, electric vehicles, climate friendly agriculture. This agreement will help to establish, operate and promote micro, small and medium businesses and also help to strengthen the economy by helping to some extent in solving the problem of lack of liquidity in the Banking system of Nepal. Adopting the Digital First practice, the Bank has always prioritized sustainable development and is committed to create a sustainable impact for future generations by keeping the overall business strategy of the Bank in mind to be environment-friendly, society-oriented and good governance aspects.

T. Increase in Branch Network

The Bank continues to expand its scope. The Bank has also expanded its branch network in rural areas to provide banking services to all Nepalese. In addition, the Bank has been providing banking services to the customers by expanding its reach and services even in the major areas of the country. In the last fiscal year, the Bank is actively providing banking services from a total of 196 branches (including 5 extension counters) by establishing new branches at New Road Gate, Thankot and Mulpani in Kathmandu, Bhaisepati and Lubhu in Lalitpur and new extension counters at Geta in Kailali. At present, the Bank has been providing expanded services to its customers through 226 ATMs, 123 branchless Banking service centers, internet Banking, mobile Banking showing its presence in 54 districts of Nepal.

U. Service Extension

The Bank has been providing the latest, modified, reliable and quality services to the customers according to the wishes and demands of the customers. For this purpose, the Bank has adopted the continuation of research and development as a specific aspect of the organization in order to provide timely services to the customers by evaluating the development of technology, the needs of the customers, the needs created in accordance with the changes in business, etc.

V. Bank’s Credit Rating

Credit rating agency ICRA Nepal Limited on December 19, 2022 has given the Bank a moderately safe rating of “[ICRANPIR] BBB+ and [ICRANP] LBBB+ (Pronounced as ICRA NP Issuer Rating Triple B Plus)”. Organizations that receive this rating are considered safe in meeting their financial obligations on time.

W. Bank Awarded for Best Annual Financial Report 2022

In FY 2021-22, the Bank was awarded for the ‘Best Annual Financial Report 2022’ organized by Nepal Institute of Chartered Accountants (ICAN) for financial transparency, accountability and governance based on the annual financial report. Also, the Bank’s financial report was selected in competition for the title of ‘Best Annual Report’ organized by the South Asian Federation of Accountants (SAFA). The Bank was also honored by ICAN and SAFA in 2020-21 as well with best annual financial report under banking category by ICAN and with certificate of merit by SAFA. Such titles have encouraged the Bank to publish more sophisticated financial statements in the coming days.


FINANCIAL STATUS AND TARGETS
FOR THE CURRENT FISCAL YEAR

The increasing inflation seen in the world economy, the negative impact on the supply chain created by the increasing geopolitical conflict at the international level is becoming a matter of concern. Some signs of improvement have emerged from the action taken by the Nepal Rastra Bank and the Government of Nepal to address the challenges seen in the country’s economy. There has been an increase in remittances received from foreign employment and a positive improvement in the country’s balance of payments. Liquidity is also improving and it is expected that there will be growth in the capital expenditure of the Government of Nepal. However, the impact seen in the world economy is predicted to last for some time, the reality is that the negative impact will continue in our economy as well. We believe that there is a slowdown in the economic activities in the country, the cost of doing business is increasing, and the depression seen in the business environment will gradually be solved by the unified efforts of the Government of Nepal, Nepal Rastra Bank and the private sector.

Despite the increasing non-performing loans in the banking sector due to the economic slowdown during the review period, the Bank has managed to earn NPR 3.17 billion net profit. Along with credit growth, the Bank’s priority will be to provide loans to designated productive areas while increasing the quality of loans. The main goal of the Bank will be to give reasonable returns to investors along with sustainable development.

Despite various adversities, by the end mid-September 2023, the Bank’s total deposits and total loans have reached NPR 220.05 billion and NPR 191.69 billion respectively, and has earned NPR 850 million operating profit. In the coming days, the Bank has given high priority to recover non-performing loans.


CORPORATE GOVERNANCE

The Bank has been following the highest practices and processes of corporate governance in the operation and management of the Bank with utmost importance. Corporate governance practices and ethical business conduct are at the core of the Bank’s values. The Bank has always been imbibing integrity, accountability, responsibility, transparency and fairness as integral parts of corporate governance in its business activities. The Bank has adopted corporate governance as an integral part of its policies and regulations in order to increase the quality of services provided to its shareholders, customers, and other stakeholders, as well as the demands of its customers.

The Bank has been conducting its operations in accordance with the prevailing laws and regulations, instructions issued by Nepal Rastra Bank and other regulatory bodies and internal policy rules of the Bank. The internal policy rules of the Bank are revised and updated on a regular basis. The Bank, which is under the prevailing laws, regulations and directives, has updated and implemented the necessary policies to strengthen the institutional governance such as Compliance Policy, Anti Bribery and Anti-Corruption Policy and Employee Code of Conduct. The Bank has created and implemented a code of conduct for the smooth operation of the Bank’s daily activities and for policy-level decisions and the Bank’s strategy. The code of conduct implemented by the Bank accordance with the guidelines issued by the Good Governance Act and Nepal Rastra Bank with the aim to maintain good corporate governance in Bank. All the members of the Board of Directors have fully complied with the Code of Professional Conduct and Ethics in accordance with the integrated instructions issued by Nepal Rastra Bank. Bank management and employees at every level are performing their work in full compliance with the Code of Conduct. Likewise, the 134 SIDDHARTHA BANK LIMITED Bank has been fully complying with the conditions set by the regulatory body when issuing the license and the instructions given during the regulation, inspection or supervision.

Likewise, the Bank has been making the Bank’s directors, senior management, officers and all other employees participate in various seminars, conferences and trainings organized by various national and international bodies regarding corporate governance. Such activities will be continued in the future as well.

Also, work has been divided in such a way that the personal responsibilities and liabilities of every employee of the Bank are clear. Based on this, the Bank believes that mutual control and balance will be maintained in the execution of work and will further support the corporate governance. Since the result-oriented work performance evaluation system has been implemented since the past, the goal has been taken to increase its effectiveness by further modifying this system.

Likewise, the Bank has been communicating necessary information to all stakeholders under corporate governance. During the review period, the Bank has issued notice of Annual General Meeting, Annual Report, Notice regarding closure of shareholder register book for General Meeting purposes, Quarterly report, Sensitive notice affecting the value of securities, Information regarding right to information, KYC update notice, Interest rate change notice, Shareholders have so far information about unclaimed undistributed dividends and information about dormant accounts that have not been in operation for the past 10 years has been published in various national daily newspapers and information has been provided through the Bank’s website www.SiddharthaBank.com and the Bank’s official social network at the appropriate time. In the coming days, the Bank will continue to publish various information and details under corporate governance.


CORPORATE SOCIAL RESPONSIBILITY

The Bank has been doing social work since its inception, always making itself active to help. Keeping responsibility in the overall development and uplifting the society as a high priority, the Bank is always ready to create its identity as a good corporate citizen by continuously building foundations for education, health and livelihood and providing financial support for activities such as environmental protection, infrastructure, disaster mitigation, financial literacy.

According to the guidelines of Nepal Rastra Bank, the Bank has allocated NPR 29.02 million as one percent of last year’s net profit under the heading of corporate social responsibility for the review period. Similarly, in the current year, the Bank has provided a total of NPR 21.20 million under corporate social responsibility in the sectors like health, financial literacy, environmental conservation, education upliftment, culture promotion, tourism sector promotion, wildlife conservation and in other social works.


CONTRIBUTION TO GOVERNMENT REVENUE

Always committed to strengthening the country’s economy, the Bank has been contributing on it through Banking services and social responsibility activities. Similarly, the Bank has been fulfilling the duty of a responsible tax payer by contributing significant amount to the government revenue. In the review year, the Bank has contributed NPR 1.15 billion as income tax and NPR 1.83 billion as other several tax which leads to a total of NPR 2.99 billion contribution to the government revenue.


COMPLIANCE WITH CUSTOMER IDENTIFICATION
AND MONEY LAUNDERING PREVENTION ACT

The Bank has set up a separate Centralized KYC Processing Unit to minimize the risk related to customer identification and asset laundering. The Bank has always been following the current Nepalese laws and the updated directives issued by the Nepal Rastra Bank regarding customer identification and asset laundering. The compliance department established to conduct periodic evaluations regarding compliance with the law related to money laundering and other compliance matters is regularly performing its functions. The said department has established a separate compliance department to monitor the relevant regulations following the Money Laundering Prevention Act and the rules and guidelines under it on a regular basis.

Similarly, the Bank, subject to the prevailing laws, regulations and directives, prepares and implements policies, guidelines and regulations related to customer identification and asset laundering and updates the existing policies, guidelines and regulations. Meanwhile, during the review period, the Bank has updated and implemented the KYC and AML/CFT Policy and Standard Operating Procedure for KYC and AML/CFT. Likewise, the Bank has implemented AML Monitoring System through which it monitors customer banking transactions, manages Digital KYC, customer classification and customer related risks, monitors Politically Exposed Person (PEPs), Threshold Transactions and Suspicious Transactions. Details of Suspicious Transaction) are being provided through Go AML System of Nepal Rastra Bank. In the same way, the Bank has purchased the SWIFT Sanction Screening System to effectively monitor the risks related to sanctions. The Bank has set up a separate Centralized KYC Processing Unit to minimize the risk related to customer identification and asset laundering. The Bank has planned to change the existing AML Solution to a more sophisticated AML Solution for proper monitoring of transactions and review of alerts. Also, in the near future, the Bank has made an action plan to implement customer authentication through video KYC and also use electronic means to update and access KYC information. For this, the Bank has updated and implemented e-KYC Guidelines. The Bank has made an action plan to develop technology for automatically classifying customers and assessing customer-related risks in the future. In order to ensure that even the new employees coming to the Bank are aware of sensitive issues such as customer identification ANNUAL REPORT 2022-23 135and asset laundering, the newly appointed employees of the Bank are regularly trained on customer identification and asset laundering.

Likewise, in order to maintain high corporate governance in the Bank, the Board of Directors has formulated/ revised various policies and procedures related to corporate governance and risk management as required.


INDUSTRIAL/BUSINESS RELATIONSHIP

In order to expand industrial and commercial scope, the Bank has planned to establish harmonious and professional relations with national and international organizations and industrial commercial establishments and enhance those relations. In addition, the Bank is striving to further strengthen the relationship with all levels of employees and customer categories who have acquired various experience and qualifications.

The work has been carried out by building a harmonious and coordinated relationship between the Bank’s management and employees. The management and the employee representatives have discussed the issues of moral development and capacity building of the employees, and necessary actions have been taken for the moral development and capacity building of the employees. The Bank is in affiliation and is associated with Nepal Rastra Bank, Company Registrar’s Office, Nepal Securities Board, Nepal Stock Exchange Limited, CDS and Clearing Limited, Internal Revenue Department, Deposit and Credit Protection Fund, Credit Information Center Limited, Nepal Backers Association, Confederation of Banks and Financial Institutions Nepal, Federation of Nepal Chamber of Commerce and Industry, Nepal Confederation of Industries, National Banking Institute, Nepal Management Association, International Finance Corporation (IFC) etc.

Likewise, in the international sector, the Bank has succeeded in establishing a harmonious business relationship with foreign Banks such as Commerz Bank - Germany, Kookmin Bank - Korea, Mashreq Bank Dubai, Standard Chartered Bank Limited - China, Standard Chartered Bank Limited - London, Standard Chartered Bank Limited - Japan, Standard Chartered Bank Limited - India. , Standard Chartered Bank Limited-Singapore, H.D.F.C. Bank Limited-India, ICICI Bank Limited India and Hong Kong, Axis Bank Limited-India, KEB Hana Bank-Korea, etc.


HUMAN RESOURCE DEVELOPMENT

For achieving Banks’ own established values and objectives and for the successful implementation of future plans and long-term strategies, the Bank is moving ahead with the objective of enhancing the skills, abilities and competencies of the employees. The Bank has always considered its employees as a powerful and important asset. Banking business is a service oriented business as well as a systematic risk taking business. Therefore, competent, dedicated and hardworking employees are needed to provide excellent service and properly manage risk. Keeping in view the various risks that are emerging in the Banking sector, the Bank is mobilizing employees with proper qualifications and abilities at appropriate locations.

As of mid-July 2023, the total number of employees of the Bank is 1,970, of which 101 are management level employees. There are 62.69 percent i.e. 1,235 men and 37.31 percent i.e. 735 women employees in the Bank. The Bank has been filling the posts of new employees according to the Employee Service Regulations, 2073. During the review period, the Bank has identified competent, capable and qualified people as external sources and appointed 247 new employees, out of which 242 employees have been appointed in assistant level positions and 5 employees have been appointed in officer positions. The Bank has promoted 215 people through internal promotion process. At present, the number of employees who have served in the Bank for more than 20, 15, 10 and 5 years are 12, 61, 197 and 870 respectively.

Similarly, the Bank has been making employees participate in various trainings at the national-international level internally and externally to increase the work effectiveness of the employees in the changing environment for knowledge, ability, skill enhancement and risk management. During the review period, the Bank conducted 246 trainings in which 3,786 employees participated. Also, during the review period, the Bank conducted 4 online exams through the e-learning portal and enhanced the knowledge and skills of the employees.

Under the Central Credit Administration Department and Credit Risk Department at the provincial office, the Bank has allocated/posted necessary employees. In order to make the regional offices more orderly and well-organized, the Bank has set the goal of deputing necessary employees under the departments of deposit, general administration, information technology, internal audit, and human resources in the regional offices.

In order to make the existing human resource process effective, the Bank has advanced the work for the implementation of new software (Human Capital Management System) to transform the human resource management work digitally and also implemented a new organizational structure (Organizational Structure).

In addition, the Bank is in the process of approval from the Nepal Rastra Bank for the new Employee Service Regulations, 2080 with the amendments made in 2073, which include staff recruitment, career development, training, salary, allowances and other facilities, attendance and leave, code of conduct etc. In the coming year, the Bank has planned to emphasize the e-learning process to make the training and development more systematic and give priority to employee participation and employee recognition.


CHANGES IN MANAGEMENT DURING THE YEAR AND ITS REASON

During the review period, there was no change in the top management i.e. Assistant General Manager and above.


IMPLEMENTATION OF SUGGESTIONS PROVIDED BY SHAREHOLDERS

The Bank has positively considered the suggestions provided by respected shareholders in earlier annual general meetings of the Bank. The major suggestions provided by the shareholders 21st AGM of Bank are related to increment of interest income in ratio of increment in credit, increment of revenue from documentary credit and foreign exchange related business, increment of earning per share, increment of general reserve, reduction of staff costs, reducing non-performing assets and so on. The Bank expects that such suggestions are received in future also as these feedbacks will help to further improve the performance of the Bank in coming days.


KEY FACTORS AFFECTING THE BUSINESS

The major factors affecting the activities of the Bank are as follows:

  • The situation of unbalanced export and import has affected the economic situation of the country as a whole.
  • Due to the sluggishness in economic activities, the loan loss provision is increasing.
  • Due to tough competition among banks, business has been affected.
  • Political instability, the government’s inability to spend capital on time and the contraction in revenue have affected the business.
  • The possible situation that can be created due to the change in economic, monetary and financial policy of the country also affects the business of the Bank.
  • Due to the lack of alternative investment sectors and contraction in the domestic market, the impact on sources of income.
  • The increasing trend of skilled manpower migrating to abroad has created a challenge to retain the existing manpower of the Bank.
  • It has been estimated that sudden fluctuations in the stock market may affect the Bank’s business.
  • Potential risks that may arise from loans from Banks and non-fund based services provided by Banks.
  • Along with the development of information technology, various types of risks associated with cyber fraud are another challenge for Banks.
  • The on-going tension created due to the conflict that is emerging in the international world has affected the economic sector and has also affected the Nepali market that has created a direct impact in banking sector.
  • The country’s overall economic situation and limited investment opportunities, interest rate gap management, and technology security remain challenges in the current year as well. Keeping these challenges and opportunities in mind, the Bank will continue to increase the scope and quality of its services, pay special attention to quality credit investment management, develop and motivate skilled human resources, update the information system to minimize risks related to information technology, provide more latest services and new markets and has formulated a strategy to expand its services into new areas. Despite these many economic and non-economic challenges, the Bank will continue its efforts to achieve its goals by adopting timely plans and strategies.

VOTE OF THANKS

The Bank extends its heartfelt gratitude to all its esteemed customers, shareholders, founders, former presidents, past and present directors, as well as the Government of Nepal and regulatory bodies such as Nepal Rastra Bank, Nepal Securities Board, Office of the Registrar of Companies, Nepal Stock Exchange Limited, CDS and Clearing Limited, and auditors, for their unwavering support and invaluable guidance. We remain optimistic about receiving ongoing support from these stakeholders as we strive for further enhancement in the future.

We wish to express our sincere appreciation to the Bank’s management team and all employees whose dedication and hard work have been instrumental in every achievement and advancement of the Bank. Their professionalism and diligence are highly commendable. Furthermore, we anticipate continued support from the Bank and the Board of Directors as we navigate the path ahead.

Thank you.

On behalf of the Board of Directors,

Manoj Kumar Kedia

Chairman

Narendra Kumar Agarwal

Director

Date: 30th October, 2023


Disclosures as per Section 109
of the Companies Act, 2063

a) If there is any qualification in the audit report, the response of the board of directors:

There is not any such qualification.

b) Recommended amount of dividend to be distributed

After the approval of Nepal Rastra Bank, 4.21 percent of the current paid up capital of the Bank NPR 14,089,980,190 i.e. NPR 593,188,166 (In words: Five Hundred Ninty Three Million One Hundred Eighty Eight Thousand One Hundred and Sixty Six) has been recommended to distribute as cash dividend (including tax) for FY 2022-23.

c) Details if the shares are confiscated, the number of confiscated shares, the nominal value of such shares, the total amount received by the company before the confiscation of such shares and the amount received by the company after the confiscation of such shares and the amount received by the company for the confiscated shares

The Bank has not confiscated any shares so far.

d) A review of the performance of the business of the company and its subsidiaries during the previous financial year and the position at the end of that financial year

In this regard, it has been mentioned separately in detail in the director’s report.

e) Major transactions conducted by the company and its subsidiaries during the financial year and any significant changes in the company’s transactions during the period under review,

The Bank is conducting regular banking transactions. Similarly, the subsidiary company of the bank has been conducting regular transactions according to the nature of its business. There is no any significant changes during the review period.

f) Information provided to the company by the primary shareholders of the company in the previous fiscal year

No such information has been received by the Bank in the previous fiscal year.

g) Details of shareholdings of directors and officers of the company in the previous FY and the information received by the company from them if they were involved in the company’s share trading,

No such information has been received by the Bank in the previous fiscal year.

h) Dealing with the information provided about the personal interests of any directors and their close relatives in the contracts related to the company in the last fiscal year.

No such information has been received by the Bank in the last financial year.

i) If the company has purchased its own shares, the reason for such purchase, the number and nominal value of such shares and the amount paid by the company for such purchase of shares,

The Bank has not purchased its own shares so far.

j) Whether there is an internal control system or not and if so, the details of the same,

In this regard, it has been mentioned separately in detail in the director’s report.

k) The list of members of the audit committee, remuneration, allowances and benefits received by them, the details of the work done by the committee and the details of any recommendations made by the committee.

In accordance with the directives of Nepal Rastra Bank and the provisions of prevailing laws, the board of directors of this Bank has formed an audit committee under the coordination of non-executive directors. The main objective of this committee is to evaluate the internal control system of the bank, to evaluate the audit process, to supervise the financial reporting and publish financial statement, to ensure that the financial statements of the bank are accurate and sufficient, and whether all the departments of the bank are complying with the internal procedures and policy rules. In addition to this, the committee also reviews the external audit report and submits proposals for improvement to the board of directors. A total of 20 meetings of the Audit Committee were held in the year 2022-23, the details of which are as follows:

audit committee

l) Details of total management expenses of the previous fiscal year

The staff expenses of the Bank for the FY 2022-23 (including staff bonus) is NPR 2,852,235,828 and operating expenses is NPR 1,712,907,742 that leads to total of NPR 4,565,143,570 in management expenses.

m) If the director, managing director, chief executive officer, primary shareholder of the company or close relative or the firm, company or organization in which he is involved has dues to the company:

Not any such dues.

n) Amount of remuneration, allowances and benefits paid to Directors, Managing Directors, Chief Executives and Officers

Payment to Directors: NPR 4,286,724
Payment to Managerial Level (Assistant Manager and above): NPR 450,091,486

o) Cash Dividend to be paid to Shareholders

NPR 90,034,441 yet to be paid to the shareholders till the review period out of the cash dividends declared by this Bank in previous fiscal years. Further, arrangements have been made to view the details of dividends declared in previous years but uncollected by shareholders from the Bank’s website www.siddharthabank.com.

p) Details of purchase or sale of property in accordance with section 141:

In the previous year, the Bank has not purchased or sold any property in accordance with section 141 of the Companies Act, 2063.

q) Details of transactions between related companies as per section 175:

Details related to this has been disclosed under the Notes to Accounts of the financial statements in point no. 5.7.

r) Any other matters to be disclosed in the report of the Board of Directors in accordance with this Act and prevailing laws:

1. Auditor

According to the provisions of Section 111 of the Companies Act, 2063 and Section 61 (e) of the Bank and Financial Institutions Act, 2073, a proposal has been submitted in this general meeting to approve the appointment of an auditor (SAR and Associates) and remuneration as recommended by the audit committee.

2. Details regarding the close relatives of the directors or officers of this Bank working at least at the official level in Company Registrar’s Office, Securities Board or Nepal Rastra Bank:

None.


Additional details under section 109 (4)
of the Companies Act, 2063

O1. Comment of the Board of Directors on auditor’s report

We are pleased to present our second Integrated Report which has been prepared in accordance with the International Framework issued by The International Integrated Reporting Council (IIRC).

The purpose of this report is to explain to providers of financial capital how the Bank creates, preserves or erodes value over time. The report also benefits all stakeholders interested in the Bank’s ability to create value over time, including employees, customers, suppliers, business partners, local communities, legislators, regulators and policy-makers.

We have tried to keep this report brief, consistent and complete, including all material matters, both positive and negative in a fair way. This report ensures accurate data of the Bank’s operation, both financial and non-financial performance according to our strategic planning, mission and vision.

2. Audit Committee

a) The audit committee of the Bank has following members:

1) Mr. Dinesh Shankar Palikhe - Convenor (Director)
2) Mr. Narendra Kumar Agrawal - Member (Director)
3) Mr. Nirakar Bahadur Singh - Member Secretary (Head Internal Audit)

b) During the review period, a total of 20 meetings of the Audit Committee were held in which major discussions and decisions made were as follows:

  • Review and approval of Risk Based Annual Audit Plan for FY 2023-24.
  • Discussion regarding the audit conducted in different branches and departments of the Bank under the annual internal audit work plan.
  • Discussion about the audit reports related to securities transactions of several branches of the Bank.
  • Discussion about audit reports related to investment and risk management.
  • Reviewing whether regularity, thriftiness, propriety and effectiveness have been adopted in relation to operations of the Bank and providing necessary recommendations to the board of directors.
  • Recommending the names of three auditors to the board of directors for the external audit for the year 2022-23.
  • Discussion regarding Concurrent Audit Report of various department in the Head Office.
  • Discussion about performance evaluation of the employees of internal audit department for the year 2021-22.
  • Review of quarterly financial statements of the Bank.
  • Discussion on the terms of reference of the staffs of the internal audit department located in the province level.
  • Discussion and review of the Bank’s non-performing loans.

c) Meeting allowance amounting to NPR 14,000 is provided to the Directors who are members of the audit committee during the review period.

d) Details of amounts paid to Directors and Chief Executive Officer during the period under review:

  • Meeting allowance, Travel and Daily allowance and other allowances and expenses paid for directors is NPR 4,286,724.
  • NPR 21,032,236 paid to the Chief Executive Officer for salary, allowances and other benefits.

e) Details of Dividend

The Bank in 2021-22 distributed a bonus shares at the rate of 12.50 percent and cash dividend at the rate of 0.66 percent (inclusive of tax on bonus share). 418th Board of Directors meeting held on 11 October, 2023 has proposed to distribute 4.21 percent cash dividend (including tax) in 2022-23

3. The Bank has not confiscated any shares in 2022-23.

None of the directors, chief executive officer, promoters or their relatives or any firm, company or organization in which they are involved have dues to the bank.


Audit Report on Governanace

Annual Compliance Report
on Corporate Governance

(According to Section 20 (4) of the Corporate Governance related Directive of Listed Organizations, 2074)

We would like to inform you that some of the details mentioned in the annual compliance report for the year 2022-23 related to corporate governance are mentioned in the Banks’ annual report 2022-23 on several topics such as Board of Director/ board level committees, corporate governance, management level committees, human resource development activities. The details other than above mentioned are given below:

According to Section 20 (4) of the Corporate Governance related Directive of Listed Organizations, 2074

1. Details regarding Governing Board

Details regarding Governing Board

2. Details regarding Organization’s Risk Management and Internal Control System

A) Availability of Financial Administrative Bylaws: Financial Administrative Byelaws 2074 being implemented.

3. Details regarding Notice and Information Circulation

A) Information published by the organization and details on information circulation :

Information published by the organization and details on information circulation Information published by the organization and details on information circulation Information published by the organization and details on information circulation Information published by the organization and details on information circulation Information published by the organization and details on information circulation
Corporate Governanace