Tamilnad Mercantile Bank Limited (TMB) has announced significant amendments to its Articles of Association, following a board meeting held on September 18, 2025. The changes, which aim to align the bank's governance with current regulatory and statutory provisions, are subject to approval from the Reserve Bank of India (RBI) and shareholders through a special resolution via postal ballot.

Key Amendments

1. Director Age Eligibility

• The age range for director eligibility has been modified to between 35 and 75 years.
• This change applies to all directors except Whole-Time Directors.

2. Sitting Fees Structure

• The board now has discretion to decide sitting fees for directors attending Board or Committee meetings.
• Fees will be set within regulatory limits as per the Act and associated rules.

3. Travel Reimbursement

• Non-resident directors attending meetings will be entitled to reimbursement of travel and accommodation expenses.
• The reimbursement is subject to a maximum amount determined by the Board of Directors.

4. Notice Delivery Methods

• The bank has updated its notice delivery methods to include electronic means alongside traditional post/courier services.
• Notices will be sent to members' registered addresses or through prescribed electronic means.

5. Notice Service Effectiveness

• Notices sent by post/courier or electronic means will be deemed effective when properly addressed and sent.
• For meeting notices, service will be considered effective after 48 hours of posting.

Approval Process

The amendments approved by the Board of Directors are subject to two levels of approval:

1. Reserve Bank of India (RBI) approval
2. Shareholders' approval through a Special Resolution via Postal Ballot

Board Meeting Details

The Board meeting where these amendments were approved commenced at 10:30 A.M. and concluded at 09:30 P.M. on September 18, 2025.

These changes reflect TMB's efforts to modernize its governance structure and align with current regulatory standards. The amendments, particularly the inclusion of electronic communication methods and the flexibility in director age requirements, indicate the bank's adaptation to changing times and technologies in corporate governance practices.

Tamilnad Mercantile Bank has issued a corrigendum to correct a grammatical error in its earlier intimation regarding the resignation of its Managing Director and CEO, S. Krishnan. The bank has taken proactive steps to address the situation and ensure a smooth transition in its top leadership.

RBI Guidance Sought

In light of the resignation, Tamilnad Mercantile Bank reached out to the Reserve Bank of India (RBI) for guidance on how to proceed. The central bank has provided clear directives to the bank on the matter.

RBI's Directives

The RBI has advised Tamilnad Mercantile Bank to take immediate action on two fronts:

1. Initiate the process to identify a regular MD&CEO
2. Submit an application for approval of the new candidate

Interim Arrangement

While the search for a new leader is underway, the RBI has allowed for an interim arrangement. S. Krishnan, the current MD&CEO, will continue in his role until his successor assumes office. This arrangement is in accordance with Section 10B (5A) of the Banking Regulation Act, 1949, ensuring continuity in the bank's operations during this transition period.

Timeline for Application Submission

The RBI has set a specific deadline for Tamilnad Mercantile Bank to provide a timeline for submitting the application for the new MD&CEO. The bank is required to furnish this information by October 31, 2023.

This development underscores the importance of proper succession planning and regulatory compliance in the banking sector. Tamilnad Mercantile Bank's prompt action in seeking RBI's guidance and its commitment to following the regulator's directives demonstrate its focus on maintaining strong corporate governance practices.

Shareholders and customers of Tamilnad Mercantile Bank can be assured that the bank is working diligently to ensure a smooth leadership transition while adhering to regulatory requirements.