To the Members,
Your Directors have pleasure in presenting before you the Thirty Fourth Annual Report
together with the Audited Statements of Accounts for the year ended 31st March, 2023.
Operations
During the year your company has earned a gross income of Rs.2135.08 lakhs as against
Rs.2445.96 lakhs in the previous year. Under Stock Broking your company has a mix of
institutional and individual clients and has achieved a turnover of Rs.10720.50 crores
during the year as against Rs.13541.03 crores in the previous financial year. Your company
also provides Depository services to institutions and retail customers and has 81898
accounts under DP operations and 37872 accounts under broking operations.
Your company reported a net profit of Rs.337.30 lakhs during the year 2022-23 as
against a net profit of Rs. 685.14 lakhs in the previous year as under:
| Sl.No. |
FY 2022-23 |
FY 2021-22 |
| 1 Income from Fee based operations |
1589.32 |
1763.08 |
| Of which income from Stock Broking |
1244.14 |
1388.48 |
| DP |
232.87 |
251.63 |
| Merchant Banking/ Mutual Funds |
112.31 |
122.97 |
| 2 Other income |
545.76 |
682.88 |
| 3 Total income (1+2) |
2135.08 |
2445.96 |
| 4 Employee Expenses |
758.74 |
692.54 |
| 5 Other expenses |
415.72 |
323.61 |
| 6 Interest Expenses |
88.90 |
150.68 |
| 7 Depreciation |
37.13 |
19.91 |
| 8 Provisions for NPAs/Write off |
326.07 |
403.91 |
| 9 Total expenses (4+5+6+7+8) |
1626.56 |
1590.65 |
| 10 Profit before exceptional items (3-9) |
508.52 |
855.31 |
| 11 Prior period income/Exp |
0.00 |
0.00 |
| 12 Profit before tax (10-11) |
508.52 |
855.31 |
| 13 Current Tax |
91.22 |
143.40 |
| 14 MAT Tax |
0.00 |
0.00 |
| 15 Deferred tax |
67.08 |
15.55 |
| 16 Prior Year tax |
0.00 |
0.00 |
| 17 Items reclassified as per IND-AS re-measurement of the defined benefit plans |
(12.92) |
(11.22) |
| 18 Net profit / Loss after tax (12-13-14-15-16+17) |
337.30 |
685.14 |
| 19 EPS |
0.79 |
1.57 |
Dividend :
As your Companys profits are not adequate and for the reserves to be ploughed back to
improve the net worth, your Directors do not recommend any dividend for the year 2022-23.
Board Meetings :
The Board of Directors met 5 times during the year on 20.04.2022, 22.07.2022,
18.10.2022, 21.01.2023 and 28.03.2023.
Directors and Key Managerial Personnel :
Shri. Arun Kumar Bansal, Nominee Director of the Company submitted his resignation from
the Directorship of the Company with effect from 07.06.2022 consequent to his voluntary
retirement from Indian Bank. The same was taken on record by the Board of Directors in
their meeting held on 22.07.2022. The Board also recorded the valuable services rendered
by him during his tenure as director of the Company. Shri Sunil Jain has been appointed as
a Nominee Director in his place by the Board of Directors in their meeting held on
22.07.2022.
Shri Sunil Jain is having more than 15 years of banking experience. Currently he is
working as the Chief Financial Officer (CFO) of Indian Bank. He joined Indian Bank on
06.11.2006. He has also worked with credit verticals and lead corporate branches of Indian
Bank. He is a Chartered Accountant and holds a Post- Graduation in Commerce and CAIIB.
Shri V Haribabu, resigned from the position of CFO as on 21.07.2022 and Shri Tausif
Inamdar was appointed as CFO with effect from 22.07.2022.
Retirement of Directors by rotation :
Shri Imran Amin Siddiqui, Non-executive Nominee Director of the Company, who has been
longest in the office since last appointment, is subject to retire by rotation and being
eligible, offers himself for re-appointment.
Declaration from Independent Directors on Annual Basis :
The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their Independence laid down in Section 149(6).
Subsidiary companies
Your Company has no subsidiary Companies as on March 31, 2023.
Vigil Mechanism:
The Company has established a vigil mechanism called Whistle-blower Policy for its
directors and employees to report genuine concerns pursuant to the provisions of section
177(9) & (10) of the Companies Act, 2013 and as per Regulation 22 of SEBI (LODR),
Regulations, 2015. The details of the Whistle-blower Policy is explained in the Corporate
Governance Report and also posted on the website of the Company.
Directors Responsibility Statement:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis; and
e) the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls and were operating effectively;
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Particulars of loans & investments by company
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Extract of Annual Return :
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return in Form
No. MGT 9 is annexed herewith. Annual report of the Company is placed in the website of
the Company i.e., www.indbankonline.com under Investors > Financials > Annual Report
Auditors:
M/s. Brahmayya &Co, Chartered Accountants, Chennai was appointed by the Office of
the Comptroller and Auditor General of India in exercise of the powers conferred on them
by section 139 of the Companies Act, 2013 as statutory auditors of the company for the
financial year 2022-23.
Auditors Observations in the Audit Report:
There is nil observation from the Auditors.
Secretarial Audit :
Secretarial audit report in Form MR 3 as given by M/s. SPNP & Associates,
Practising Company Secretaries, who were appointed as Secretarial Auditors for the year
2022-23 by the Board of Directors at their meeting held on 21.01.2023, is annexed to this
Report and there were no adverse remarks in the said report.
Information as per Section 134 (3) (m) of the Companies Act, 2013
a) The company has no activity relating to conservation of energy or technology
absorption.
b) The company did not have any foreign exchange earnings as well as expenses.
Material Changes and commitments, if any:
There were no material changes and commitments, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
this financial statements relate and the date of this report.
Significant & Material orders passed by the Regulators:
There is no significant and material order passed by the regulators or Courts or
Tribunals impacting the going concern status and the companys operations in future.
Details of adequacy of Internal Financial Controls:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations.
Risk Management Policy:
The company has put in place the Risk Management Policy compatible with the type and
size of operations and risk perception. The said policy is drawn up based on the
guidelines of SEBI and stock exchanges issued in this regard.
Corporate Social Responsibility Policy :
The company has put in place the Corporate Social Responsibility Policy in terms of
Section 135 of the Companies Act, 2013. The said policy is drawn up in terms of the
section 135 and other relevant section/ rules of Companies Act 2013. The Annual Report on
CSR activities is annexed to the Board Report. CSR Policy of the Company is placed in the
website of the Company i.e., www.indbankonline.com under About us- policies and procedures
Corporate Social Responsibility Policy.
Policy on criteria for determining qualifications, positive attributes and independence
of a director, relating to the remuneration for the directors, key managerial personnel
and other employees:
The Nomination and Remuneration Committee of the Company pursuant to section 178 of the
Companies Act, 2013, has formulated the Nomination and Remuneration Policy which includes
the criteria for determining qualifications, positive attributes and independence of a
director, relating to the remuneration for the directors, key managerial personnel and
other employees. The said Policy of the Company is placed in the website of the Company
i.e., www.indbankonline.com under About us- policies and procedures Nomination and
Remuneration Policy.
Related Party Transactions :
During the year under review, the transactions with related party is reported in Form
AOC 2 under section 188 of the Companies Act, 2013 read with the Companies (Meeting of
Board and its Powers) Rules 2014 is annexed herewith.
Disclosure under the sexual harassment of women at workplace (prevention, prohibition
and redressal) Act, 2013:
An Internal Complaints Committee (ICC) is set up to redress complaints received
regarding sexual harassment and discrimination at work place. During the year ended March
31, 2023, the ICC has received no complaints pertaining to sexual harassment /
discrimination at work place.
a. Number of complaints filed during the financial year : Nil
b. Number of complaints disposed off during the financial year : Nil
c. Number of Complaints pending as on end of the financial year :Nil
Management discussion and analysis report
Management Discussion and Analysis Report of the Company for year under review is given
as a separate Statement in the Annual Report.
Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 of SEBI (LODR), Regulations, 2015
the Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholders Relationship Committees. The performance evaluation of
the Independent Directors was carried out by the entire Board. The performance evaluation
of the President & Whole Time Director and the Non Independent Directors was carried
out by the Independent Directors. The Directors expressed their satisfaction with the
evaluation process and the performance of the Board.
Ratio of Remuneration to each Director:
Details/Disclosures of Ratio of Remuneration of each Director to the median employees
remuneration as Annexure 1.
Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to
NSE and BSE where the Companys Shares are listed.
Corporate Governance
Your Company has taken adequate steps to adhere to all the stipulations laid down for
Corporate Governance as per SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015. A report on Corporate Governance is included as a part of this Annual
Report. Certificate from the Statutory Auditors of the company confirming the compliance
with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 is attached also to this report.
Disclosures as per 134(3) read with Rule 8 of Companies (Accounts) Rules, 2014
I. Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
ii. No proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year under review.
iii. There was no onetime settlement made by the Company and therefore the disclosure
regarding the details of difference between amount of the valuation done at the time of
one time settlement and the valuation done while taking loan from the Banks or Financial
Institutions did not arise for the year 2022-23.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, attached with this report.
None of the employees of the company received remuneration in excess of the limits
prescribed Under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules of the Companies Act, 2013.
Outlook:
Your company will continue to focus its efforts to increase its activities under
fee-based business in addition to concentrating on recovery of over dues and reduction of
Non-Performing Assets, disinvestment of quoted and unquoted investments. Your companys
involved management network, satisfied clientele, quality manpower and diligent internal
control and cost control measures will enable your company to continue to report better
performance in the coming years.
Acknowledgements:
Your Directors wish to place on record their gratitude to the Ministry of Finance,
Government of India, SEBI and Comptroller and Auditor General of India for their valuable
guidance.
Your Directors also wish to place on record their thanks to the Bankers of the Company
and their appreciation for the assistance, support and guidance received from Indian Bank
and its Employees.
Your Directors express their appreciation for the contribution made by the Companys
dedicated Employees.
In conclusion, your Directors thank you, the members of the company for your support
and seek your continued patronage for achieving better results.
|
for and on behalf of Board of Directors |
|
|
V. Haribabu |
Imran Amin Siddiqui |
| Place: Chennai |
President and Whole Time Director |
Nominee Director |
| Date: 19.07.2023 |
DIN : 09523733 |
DIN : 09153707 |
+91-9892691696
