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ACCOUNTING POLICY

REPORT ON CORPORATE GOVERNANCE

1. Corporate Governance Philosophy of the Bank :

UCO Bank's Corporate Governance Philosophy is to maintain high standards of ethical practices in conduct of its business.

The Bank's Corporate Governance policies are woven around the core values of transparency and professionalism. The Bank constantly endeavors to ensure implementation of best practices aimed at enhancing the corporate governance that optimize the value of all its stakeholders and the society, at large.

2. Board of Directors

The constitution of the Board of Directors is governed by the provisions of the Banking Regulation Act 1949, Banking Companies (Acquisition & Transfer of Undertakings) Act 1970, Nationalised Banks (Management & Misc. Provisions) Scheme 1970 and The Banking Companies (Acquisition & Transfer) & Financial Institutions Laws (Amendment) Act 2006. The requirements of Corporate Governance as envisaged in the Listing Agreement with the Stock Exchanges are to be read along with these statutes.

The Directors are experienced and have requisite expertise in the field of Banking, Finance, and Management so as to provide appropriate directions and exercise effective control in the functioning of the Bank.

2.1.0 Managing Director & Chief Executive Officer and two Executive Directors are the whole time directors appointed by the Govt. of India while the other Directors are appointed/ nominated under different sections of 9(3) (a) to 9(3) (h) of the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970 (hereinafter referred as Act). Besides, under Section 9(3) (i) of the same Act, the shareholders of the Bank are entitled to elect two directors (other than the Central Government) from among themselves.

2.2 .0 Composition of the Board of Directors as on 31.03.2016:

The Board is constituted in accordance with the provisions of Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970. The details of each Director, no. of other Board Committees where he/she is a member or Chairperson and directorship of other companies and shareholding in the Bank are furnished hereunder

2.2.1 Brief Profiles of the new directors joined on the Board:

Shri R. K. Takkar, MD & CEO

Shri Ravi Krishan Takkar has joined UCO Bank as MD & CEO with effect from 02.11.2015. Shri Takkar [B.Com (Hons.) CAIIB, LLB, PGDIBM from NIBM] is a commerce graduate from Shri Ram College of Commerce, University of Delhi. He is also a graduate in Law from Delhi University. Shri Takkar was Executive Director of Dena Bank, prior to this posting. He joined the Oriental Bank of Commerce in May-1979 as Probationary Officer. During his more than 36 years' of service, he held many important positions. Shri Takkar served as General Manager of OBC and also in different capacities at various Branches, Regional offices, and Head office of the Oriental Bank of Commerce. During his tenure in Oriental Bank of Commerce Shri Takkar was the Regional Head of Hyderabad, Agra, Karnal, Bhopal, and Field General Manager at Hyderabad. He was also the General Manager, in-charge of Credit Monitoring and Mid Corporate Credit Deptt. at Head office in Oriental Bank of Commerce.

He represented the Oriental Bank of Commerce in various international seminars conducted at Kellogs in USA and Leadership Program conducted by CAFRAL in Nov./Dec. 2013 at Bangkok & Jakarta.

Shri G. Subramania Iyer, Executive Director

Shri G. Subramania Iyer has been appointed as Executive Director of the Bank on 1st February, 2016. Prior to his appointment as Executive Director of UCO Bank, he was General Manager at Canara Bank. Born on 10th April, 1958, Shri G. Subramania Iyer is a Master of Science (Agri). He occupied several distinguished positions in his career spanning around 34 years at Canara Bank. Shri G. Subramania Iyer has worked extensively throughout the country with varied exposure to Corporate Credit, Retail Credit, Management Information, Recovery, Marketing, Planning & Development.

Ms. Sindhu Pillai, Government Nominee Director

Born on 21st May 1974, Ms. Sindhu Pillai, is an IPS Officer and a Post graduate in Economics. Ms. Sindhu Pillai is presently Director, Department of Financial Services, Ministry of Finance, Government of India and joined the Board of UCO Bank on 30th December, 2015 as Government Nominee Director.

2.2.3 Dates of Board Meetings

During the period of review 10 Board Meetings were held on following dates, as against minimum of 6 prescribed under Clause 12 of Nationalised Banks (Management & Miscellaneous Provisions) Scheme 1970 and minimum of four meetings stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

3.0 Committees on the Board:

Pursuant to the instructions/guidelines/directives issued by the Reserve Bank of India, Government of India, various committees of directors have been constituted with the objectives of streamlining the decision making process, effective monitoring and follow up of various activities falling within the terms of references of such committees. Particulars of the various standing committees are as under:

3.1.0 Audit Committee of the Board (ACB):

As per directives of RBI, the Bank constituted the Audit Committee of the Board with four directors as against minimum of three directors stipulated in Clause 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges. All the Directors in the committee are financially literate

3.1.1. Primary objectives:

It oversees reviews and provides directions to the internal audit/ inspection function in the Bank in order to ensure and enhance the effectiveness of the audit and inspection function as a strong management tool. In respect of internal audit, the Audit Committee of the Board reviews the internal inspection/audit function of the Bank - the system, its quality and effectiveness in terms of the objectives. As regards external audit, the committee reviews all the issues raised in the Long Form Audit Report. Besides, it interacts with the external auditors before finalization of reviewed/ audited accounts with special reference to change in accounting policies, practices, qualification in the draft audit report and compliance with the accounting standards. It also addresses all issues/concerns raised in inspection report of RBI. The committee also reviews the internal control system, the areas of housekeeping, reconciliation, fraud and other related matters.

3.1.2. The Audit Committee of the Board, at present, comprises of Prof. Sunil Kumar Maheshwari, Part time non official director and the Chairman of the committee and Mr. Charan Singh, Executive Director, Dr. Arvind Sharma, RBI nominee director, Ms. Sindhu Pillai, Govt nominee director as members of the Committee. Mr. G. Subramania Iyer, Executive Director is invitee of the Committee. During the year under review, 9 (Nine) meetings of the Committee were held vis-a-vis minimum of four meetings in a year, stipulated in Clause 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.1.3. The meetings were held on the dates 28.04.2015, 11.05.2015 & 12.05.2015, 08.08.2015, 16.10.2015, 07.11.2015, 30.11.2015, 13.02.2016, 07.03.2016, 28.03.2016.

3.2.0. Management Committee of the Board (MCB) :

The Committee is constituted as per Provisions of Nationalised Banks (Management & Miscellaneous Provision) Scheme 1970. Its members are Managing Director & Chief Executive Officer, Executive Directors, Directors referred in (c) of sub section (3) of Section 9 of Banking companies (Acquisition & Transfer of Undertaking) Act 1970., and two Directors nominated by the Board from amongst the Directors referred to Clauses (e), (f), (h) and

(i) of Section 9(3) of the Banking companies (Acquisition & Transfer of Undertaking) Act 1970. The Directors nominated by the Board shall hold office for not more than six months at a time. The Managing Director & Chief Executive Officer is the Chairman of MCB.

3.2.1 The objectives of the committee are to consider and approve: -

i) High value credit/loan, compromise and write off proposals.

ii) High value proposals for capital and revenue expenditure and those relating to acquisition and hiring of premises including deviation from prescribed norms for acquisition/ hiring of premises.

iii) Proposal for high value investments in Govt. and other approved securities including investment in shares/ debentures of companies as well as high value proposals of underwriting, making donations and

iv) Any other matter of similar nature referred to it by the Board from time to time.

3.2.2. The Management Committee of the Board, at present, comprises of Mr. R. K. Takkar, Managing Director & Chief Executive Officer as the Chairman of the Committee and Mr. Charan Singh, Executive Director, Mr. G. Subramania Iyer, Executive Director, Dr. Arvind Sharma, RBI nominee director and Mr. Salahuddin Ansari, Part time Non official director as members of the Committee.

3.2.3. During the period under review 13 meetings of MCB were held on the dates 11.05.2015, 20.06.2015, 27.06.2015, 07.08.2015, 27.08.2015, 19.09.2015, 15.10.2015, 30.11.2015, 04.12.2015, 30.01.2016, 13.02.2016, 07.03.2016 & 28.03.2016.

3.3.0. Risk Management Committee of the Board (RMCB)

3.3.1. The Committee identifies, evaluates, monitors and guides the Bank on various categories of risks to which the Bank's business is exposed and devices, based on periodical review and monitoring, such strategies as would ensure stability and efficiency of the National and International business operations of the Bank. It also supervises and monitors the functioning of Asset Liability Management (ALM) System in the Bank.

3.3.2. The Risk Management Committee of the Board, at present, comprises Mr. R. K. Takkar, Managing Director & Chief Executive Officer as the Chairman of the Committee and Mr. Charan Singh, Executive Director, Mr. G. Subramania Iyer, Executive Director, Ms. Sindhu Pillai, Govt nominee director and Mr. Salahuddin Ansari, Part time non official director as members of the Committee.

3.3.3. During the period under review 3 meetings of RMCB were held on the dates 15.10.2015, 24.12.2015,& 07.03.2016.

3.4.0. Stake Holders' Relationship Committee of the Board (SHRCB):

3.4.1. The Committee was constituted under the Chairmanship of the Non-executive Director for speedy redressal of shareholder/ investors' complaints/grievances, like, non receipt of refund orders, share certificate, dividend warrant etc., with due care and to the satisfaction of the complainants. All the complaints received during the year were redressed.

3.4.2. The Stake Holders' Relationship Committee, at present, comprises of Prof. Sunil Kumar Maheshwari, Chairman of the committee and Mr. Charan Singh and Mr. G. Subramania Iyer, Executive Directors of the Bank, as members of the Committee.

3.4.3. During the previous financial year 2 meetings of SHRCB were held on 18.09.2015 & 07.03.2016.

3.5.0. Share Transfer Committee of the Board (STCB) :

3.5.1. The committee has been constituted to approve and effect transfer/transmission/transposition etc. of Bank's shares, held in physical form, as also approval on the requests/proposals for issuance of duplicate shares in lieu of originals lost/misplaced/ stolen.

3.5.2. The Share Transfer Committee of the Board , at present, comprises of Mr. Charan Singh and Mr. G. Subramania Iyer, Executive Directors of the Bank, Prof. Sunil Kumar Maheshwari and Mr. Salahuddin Ansari, Part time non official directors as members of the Committee.

3.5.3. During the previous financial year 3 meetings of STCB were held on the dates 18.09.2015, 30.11.2015 & 12.02.2016.

3.6.0. Remuneration Committee of the Board(RCB) :

3.6.1. The whole time directors of the Bank i.e. the Chairman & Managing Director and the Executive Directors are being paid remuneration and provided reimbursement of traveling and halting expenses as per rules framed by Govt. of India but none of them are paid sitting fees for attending the Board meetings and other committee meetings of the Board.

3.6.2. In compliance with the directives of Ministry of Finance, Government of India, Remuneration Committee of the Board (RCB) was formed during the year for the sole purpose of evaluation of the performances of the whole time directors of the Bank for payment of "Performance Linked Incentives", annually.

3.6.3. The Remuneration Committee of the Board, at present, comprises Ms. Sindhu Pillai, Govt nominee director, Dr. Arvind Sharma, RBI Nominee director, Prof. Sunil Kumar Maheshwari and Mr. Salahuddin Ansari, Part time non official directors as members.

3.6.4. During the year, one meeting was held on 07.03.2016.

3.7.0. Special Committee for Monitoring of Large Value Frauds (SMLVF)

3.7.1. In compliance with the guidelines issued by Reserve Bank of India, Special Committee for Large Value Frauds has been constituted with the objective of monitoring and follow up of frauds involving Rs. 1 crore and above. Managing Director & Chief Executive Officer of the Bank acts as the Chairman of the Committee.

3.7.2. At present the committee comprises of Mr. R. K. Takkar, Managing Director & Chief Executive Officer as the Chairman of the committee, Mr. Charan Singh, Executive Director, Mr. G. Subramania Iyer, Executive Director, Ms. Sindhu Pillai, Govt. Nominee Director, and Mr. Salahuddin Ansari, Part time non official director of the Bank as members.

3.7.3. During the previous financial year, 2015-16, two meetings of the Committee were held on the dates 18.09.2015 & 30.11.2015.

3.8.0. Nomination Committee of the Board (NCB) :

3.8.1. In compliance with the directives of Reserve Bank of India, Nomination committee of the Board (NCB) was constituted so as to undertake the exercise of 'due diligence' for determining 'fit and proper' status of the existing elected directors / persons to be elected as director under Section 9(3)(i) of Banking Companies (Acquisition & Transfer of Undertakings) Act 1970.

3.8.2. At present the committee comprises of Ms. Sindhu Pillai, Govt nominee Director, Prof. Sunil Kumar Maheshwari and Mr. Salahuddin Ansari, Part time non official directors as members.

3.8.3. During the period under review 2 meetings of the committee were held on the dates 20.06.2015 & 15.10.2015

3.9.0. Customer Service Committee of the Board (CSCB):

3.9.1. In compliance with the directives issued by Reserve Bank of India, Customer Service Committee of the Board has been constituted:

i) to ensure implementation of and adherence to the recommendations of Committee on Procedures and Performance Audit of Public Services as well as compliance with its recommendations;

ii) to bring upon improvement in the level of customer satisfaction for all categories of clientele at all times;

iii) to consider innovative measures to enhance the quality of customer service

3.9.2. At present, the committee comprises of Mr. R. K. Takkar, Managing Director & Chief Executive Officer as the Chairman of the Committee and Mr. Charan Singh and Mr. G. Subramania Iyer, Executive Directors of the Bank, Prof. Sunil Kumar Maheshwari, and Mr. Salahuddin Ansari, Part time Non official directors, as members of the Committee.

3.9.3. During the period under review, 4 meetings of the committee were held on the dates 20.07.2015, 18.09.2015, 30.11.2015 and 30.01.2016.

3.10.0. Committee on HR Related Issues of the Bank (CHR)

In the light of the directive of Govt. of India on Managerial Autonomy to the Public Sector Banks (PSB), the Board of Directors of the Bank is granted with freedom and responsibility for deciding on managerial issues within the broad framework of the Government policies. One of the areas of autonomy relates to framing of HR policies and procedures.

3.10.1. Objective of the Committee:

i) to decide all Human Resource issues relating to the Bank including staffing pattern, recruitment, placement, transfer, training, promotions, pensions etc.

ii) to frame HR policies and procedures for recruitment including eligibility criteria, mode of selection, levels of entry etc.

iii) to take decisions on remuneration and compensation of officers and staff

iv) to lay down policy of accountability and responsibility of Bank officials

v) to prescribe standards for categorization of branches

3.10.2. At present, the committee comprises of Mr. R.K. Takkar, Managing Director & Chief Executive Officer as the Chairman of the Committee and Mr. Charan Singh & Mr. G. Subramania Iyer, Executive Directors of the Bank, Ms. Sindhu Pillai, Govt Nominee Director, Prof. Sunil Kumar Maheshwari, Mr. Salahuddin Ansari, Part time Non official directors as members of the Committee

3.10.3. During the previous financial year four meetings were held on the dates 14.07.2015, 08.08.2015, 15.10.2015 and 30.01.2016.

3.11.0. IT Strategy Committee of the Board (ITSCB)

3.11.1. The Committee has been constituted to formulate strategies in the matters relating to technology up gradation and other IT initiatives.

3.11.2. At present, the committee comprises of Prof. Sunil Kumar Maheshwari, Part time non official director as the Chairman of the Committee, Mr. Charan Singh & Mr. G. Subramania Iyer, Executive Directors of the Bank, Ms. Sindhu Pillai, Govt Nominee Director, Mr. Salahuddin Ansari, Part time Non official directors as members of the Committee.

3.11.3. During the period under review 5 meetings of the committee were held on 28.04.2015, 20.07.2015, 30.11.2015, 12.02.2016 & 28.03.2016.

3.12.0. Board Level Committee for Monitoring of Recovery in NPAs accounts(BLCRNPA)

3.12.1. In compliance with the directives of Ministry of Finance, Government of India, to have a robust monitoring mechanism in the Bank, a Board Level Committee for Monitoring of Recovery in NPAs has been constituted on 07.12.2012 to monitor progress in recovery of Non Performing Assets on regular basis.

3.12.2. At present, the committee comprises of Mr. R. K. Takkar, Managing Director and Chief Executive Officer, Mr. Charan Singh and Mr. G. Subramania Iyer, Executive Directors of the Bank and Ms. Sindhu Pillai, Govt Nominee Director as members of the committee.

3.12.3. During the period under review two meetings of the committee were held on 16.10.2015 & 30.01.2016.

3.13.0. Committee of the Board for disposal of Appeal cases:

3.13.1. The Committee for disposal of Appeal cases is a Board level committee constituted to dispose the appeals preferred by the employees against the orders issued by Managing Director & Chief Executive Officer in the capacity of disciplinary authority.

3.13.2. At present, the Committee for disposal of Appeal cases comprises of Ms. Sindhu Pillai, Govt nominee director, Dr. Arvind Sharma, RBI Nominee director, Prof. Sunil Kumar Maheshwari and Mr. Salahuddin Ansari, Part time non official directors as members.

3.13.3. During the previous year the committee met three times on 16.10.2015, 30.01.2016 and 07.03.2016

4.1.1. Attendance of the Directors in the last Annual General Meeting :

The last Annual General Meeting was held on 29th June, 2015 at National Library Auditorium, Belvedere Road, Alipore, Kolkata 700 027. Shri Arun Kaul, Chairman & Managing Director, Shri Charan Singh, Executive Director, Shri J K Garg, Executive Director attended the meeting.

4.1.2. Special Resolutions passed during last three years

i) In the Extra Ordinary General Meeting of the shareholders held on 23rd March, 2012, a special resolution was passed in terms of which the shareholders of the Bank accorded their approval to the Board enabling it, interalia, to issue and allot up to 6,06,13,407 equity shares to Government of India and 3,13,75,874 equity shares to Life Insurance Corporation of India on preferential basis. Bank had allotted 58,18,887 equity shares to Government of India and 3,13,75,874 equity shares to LIC of India on 30.03.2012 at an issue price of Rs.82.49 per share determined in accordance with Regulations 76 (1) of SEBI ICDR Regulations, 2009.

ii) In the Extra Ordinary General Meeting of the shareholders held on 4th March, 2013 a special resolution was passed in terms of which the shareholders of the Bank accorded their approval to the Board enabling it, interalia, to issue and allot of 8,79,16,343 equity shares to Government of India on preferential basis at an issue price of Rs.77.46 per share determined in accordance with Regulations 76

(1) of SEBI ICDR Regulations, 2009.

iii) In the Extra Ordinary General Meeting of the shareholders held on 11th February, 2014, a special resolution was passed in terms of which the shareholders of the Bank accorded their approval to the Board enabling it, interalia, to issue and allot (i) 2,59,10,092 equity shares of Rs.10/- each to Government of India against contribution of Rs.200 crore and (ii) 23,61,70,488 equity shares of Rs.10/- upon conversion of Perpetual Non Cumulative Preference Shares (PNCPS) held by Government of India aggregating to Rs.1823 crore to Government of India, on preferential basis at an issue price of Rs.77.19 per share determined in accordance with Regulations 76 (1) of SEBI ICDR Regulations, 2009.

iv) In the Extra Ordinary General Meeting of the shareholders held on 20th March, 2015 a special resolution was passed in terms of which the shareholders of the Bank accorded their approval to the Board enabling it, interalia, to issue and allot of 6,08,82,550 equity shares to Life Insurance Corporation of India on preferential basis at an issue price of Rs.70.21 per share determined in accordance with Regulations 76 (1) of SEBI ICDR Regulations, 2009.

v) No special resolution was passed through postal ballot since IPO.

5.0. Disclosures :

The Bank is governed under the Banking Regulations Act 1949, Banking Companies (Acquisition & Transfer of Undertaking) Act 1970, Nationalised Banks (Management & Miscellaneous Provisions) Scheme 1970 and The Banking Companies (Acquisition & Transfer) & Financial Institutions Laws (Amendment) Act 2006. In terms of SEBI directives, the provisions of the Listing Agreement will apply for Listed Public Sector Banks, only to the extent that it does not violate the relative statutes applicable to them and the guidelines issued by Government of India/Reserve Bank of India from time to time.

5.1. Remuneration of Directors :

Other than "Productivity Linked Incentives" payable to the whole time directors, the remuneration of the Managing Director & CEO and Executive Director is fixed by the Central Government. The Bank does not pay any remuneration to the part time directors except sitting fees at the following rates.

For Board Meeting : ` 20,000/- per sitting

For Committee Meeting : ` 10,000/- per sitting

5.2. Disclosure of Material Transactions and Pecuniary relationship:

Other than those in the normal course of banking business, the Bank has not entered into any materially significant transaction with its promoters, directors or the management etc. that may have potential conflict with the interest of the Bank at large. There was no pecuniary relationship or transactions of the non-executive director vis-à-vis the Bank during the year.

In compliance of the Code of Conduct for Directors and Senior Management of the Bank, Directors do not take part in the deliberations of the Board and its sub-committees when the matters relating to them or their relatives are discussed.

5.3. Proceeds from Public Issues etc.

During the financial year ended on 31st March, 2016, the Bank did not raise any Equity Shares by way of Public/Right Issue.

5.4. The Bank has formulated a Code of Conduct for the Board of Directors and Senior Management on the lines of draft circulated by Indian Bank's Association. The text of the same is available on the website of the Bank www.ucobank.com. All the Directors and Senior Management have affirmed their compliance of Code of Conduct during the period under review.

During the year, there is no instance of non-compliance, penalties, strictures imposed on the Bank by the Stock Exchanges or SEBI or any other statutory/regulatory authority on any matter related to Capital Markets transactions.

5.5. The related party transactions of the Bank are disclosed in the Note to accounts of the Balance Sheet as on 31.03.2016. The Policy on dealing with Related Party Transactions placed on website of the Bank under https://www.ucobank.com/about us / Policies and Guidelines/Related Party Transaction Policy.

6.0. Compliance to Mandatory/ Non- Mandatory Requirements :

The Bank has complied with all the applicable mandatory requirements as provided in the Listing Agreement entered into with the Stock Exchanges. The extent of implementation of no mandatory requirements is furnished as under

7.0. Means of Communication :

7.1. The information about the operational and financial performance of the Bank are communicated to the Stock Exchanges, where the securities of the Bank are listed immediately on the date of Board meeting approving/reviewing the financial statements of the Bank, besides posting of quarterly/ half-yearly/annual financial results in Bank's website (www.ucobank,com). Such results are also made public through press releases/advertisements as well as by presentation made to the representatives from print and electronic media and other interested members of the public.

7.2. As per the Listing Agreement with the stock exchanges Unaudited but Reviewed financial results of the Bank for the quarters ended on 30.06.2015, 30.09.2015 & 31.12.2015 were published within the prescribed time limit in widely circulated dailies.

8.0. General Shareholders Information:

8.1.0. Annual General Meeting (AGM) of the Shareholders :

Before the Initial Public Offer, as the entire Equity Capital of the Bank was held by the Govt. of India, no Annual General Meeting was held till 2002-03. Subsequent to IPO, the Bank has been holding Annual General Meetings of the shareholders every year, as prescribed in the statute and within the stipulated time limit. The details of last three general meetings of the shareholders have been indicated under point no.4.0

8.2.0. Listing on Stock Exchanges:

The equity shares of the Bank are listed on the following stock exchanges:

Sl.No. Name of the Stock Exchanges Stock Code Date of listing

1. National Stock Exchange of India Limited : UCO BANK : 09.10.2003

2. Bombay Stock Exchange Limited : 532505 : 09.10.2003

The trading of the Bank's shares commenced on 09.10.2003.

The monthly high/low quotations and volume of the share trading in The National Stock Exchange of India Ltd. (NSE), Bombay Stock Exchange Ltd. (BSE) during the financial year 2015-16 were as follows

8.5.0. Dematerialisation of the Shares

8.5.1.The equity shares of the Bank are available for trading compulsorily in Demat form. The Bank has entered into an agreement with NSDL and CDSL for dematerialisation of shares. Shareholders can get their shares dematerialised with their Depository Participants maintaining their account either with NSDL or CDSL.

The ISIN Code for the Bank's equity share is:  INE691A01018.

The Annual Custodial Fees (2015-16) for the securities have been paid to NSDL and CDSL.

8.5.3.The Bank is functioning as a Depository Participant (D.P) of National Securities Depository Ltd. (NSDL) through D.N. Road Branch, Mumbai. The D.P. Services have since been extended to cover wide range of customers through select branches namely, India Exchange Place Branch, Kolkata, Ashram Road Branch, Ahmedabad, Parliament Street Branch, New Delhi and KG Road Branch, Bangalore, Chennai (Main) Branch and Banjara Hills Branch, Hyderabad

8.5.4. The Bank has not issued any GDRs/ADRs/Warrants or any convertible instruments during the period under review.

8.6.1. Transfer of Unpaid/Unclaimed Dividend amount to Investor Education and Protection Fund (IEPF) As per Section 10 (B) (1) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, the dividend amounts which remain unpaid or unclaimed for a period of seven years from the date of transfer to unclaimed dividend accounts, shall be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government. In pursuant to the above provisions, Bank transferred unclaimed dividend for the years 2003-04, 2004-05, 2006-07 and 2007-08 to IEPF.

8.7. Share Transfer System & Redressal of Investor's Grievances :

The Bank takes every care to ensure that all valid requests for Transfer of Shares are duly complied within the period of 15 days from the date of lodgement of the completed forms. The Board of Directors has constituted the Share Transfer Committee to consider Transfer/Transmission and requests for issuance of duplicate Shares.

8.8. M/s. Karvy Computershare Pvt. Ltd., Hyderabad has been appointed by the Bank as its Registrars and Share Transfer Agent. All communications regarding change of address, change of mandate, transfer of shares etc. may be addressed to them in their following address

M/s. Karvy Computershare Private Ltd. (Unit : UCO Bank) Karvy Selenium Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500008 Contact No: Phone: 040-67161500 Fax: 040-23420814 Toll Free No.:1800-345-4001 Email: einward.ris@karvy.com

10.0. Address for correspondence with Bank :

For any assistance regarding dematerialisation of shares, transfer of shares, change of address, non-receipt of dividend, issuance of duplicate share certificates etc., the investors can mail their request/complaint to the Bank in the following address :

Shri N Purna Chandra Rao Company Secretary UCO Bank : Head Office Finance Department  2, India Exchange Place, 3rd Floor, Kolkata - 700 001 Telephone No. (033)44557227 Fax No. (033) 2248-5625 E-Mail Address : hosgr.calcutta@ucobank.co.in

10.1. Exclusive e-mail ID for Investors' Complaints :

In compliance with the SEBI guidelines, a dedicated e-mail ID has been created for any complaints by the Investors/ Shareholders regarding UCO Bank Equity Shares/Payment of Dividends etc. Any complaint by the Investors shall be responded expeditiously along with necessary action taken by the Compliance Officer. The e-mail ID is: hosgr.calcutta@ucobank.co.in. The e-mail ID is also been posted in the website of the Bank.

11.0. Auditors Report on Corporate Governance

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Certificate on Corporate Governance for year 2015-16 issued by the Statutory Central Auditors is submitted to the Board of Directors and the same is part & parcel of the Corporate Governance Report 2015-16. (Annexure-I)

12.0. CEO & CFO CERTIFICATE

The Certificate of CEO & CFO under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is submitted to the Board of Directors and the same is part & parcel of the Corporate Governance Report 2015-16. (Annexure-II)

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Bank has laid down a Code of Conduct for all the Board members and Core Management of the Bank and which is posted on the website of the Bank. The Board members and Core Management have affirmed compliance with the Code of Conduct as on 31.03.2016.

By order of the Board of Directors

(R.K. Takkar)

Managing Director & Chief Executive Officer