Ind Bank Housing Director Discussions


To,

The Members,

The Directors have pleasure in presenting before you the 32nd Annual Report of the Company together with the Audited Statement of Accounts and the Auditors Reportforthe year ended 31 st March, 2023.

The financial performance of the company is highlighted as follows:

Rs.in Lakhs

Particulars 2022-2023 2021-22
Gross Income 23.67 26.28
Expenses
Employees benefit 19.56 21.17
Depreciation 0.02 0.04
Other expenses 59.85 18.00
Total expenses 79.44 39.21
Profit/( Loss) Before Tax (55.78) (12.93)
Provision for Tax 0.00 0.00
Net Profit/( Loss) After Tax (55.78) (12.93)
Loss brought forward (13515.03) (13502.10)
Balance Loss Carried to Balance Sheet (13570.83) (13515.03)

PERFORMANCE OF THE COMPANY

The Company is making continuous efforts for recovery of the non-performing assets. During the current period the company has not recovered from individual housing loans and ICD loan as against Rs. 3.25 lakhs during the previous year.

The net loss forthe financial year 2022-23 is Rs. (55.78) lakhs as compared to a net loss of Rs. (12.93) lakhs in the previous financial year.

DIVIDEND

In view of the accumulated losses and also to augment resources forthe ongoing restructuring exercise the Board of Directors have not recommended any dividend forthe financial year ended 31 st March 2023

BOARD MEETINGS

The Board of Directors met Nine times on 20.04.2021, 02.05.2022, 30.05.2022,22.07.2022 18.10.2022,14.12.2022,10.01.2023,21.01.2023 and 08.02.2023 during the financial year 2022-23.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

The following are the Key Managerial Personnel of the company:

Name Designation
Shri V. Haribabu Managing Director (From 30.05.2022) Managing Director
Shri J. Infant Anto Jerald (Upto 04.07.2022) Chief Financial Officer
Smt Harene La (from 22.07.2022) Chief Financial Officer
Ms. Aakanchha Vyas Company Secretary

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 and the Independent Directors of the Company meet the criteria of Independence as laid down in Section 149(6).

CHANGE IN BOARD COMPOSITION

On the recommendation of Nomination and Remuneration Committee Shri V. Haribabu (DIN 09523733) is appointed as an Additional Director in the Company at 169th Board Meeting with effect from 30.05.2022.

Shri Arun Kumar Bansal, (DIN 08425582) Non Executive Nominee Director has tendered his resignation as director from the Board of the Company consequent to his voluntary retirement from the Indian Bank. The Board of Directors has recorded his resignation letter at 170th Board Meeting with effect from 07.06.2022.

On the recommendation of Nomination and Remuneration Committee Shri Sunil Jain (DIN 09665264) is appointed as an Additional Director in the Company at 170th Board Meeting with effect from 22.07.2022

Shri Rakesh Sethi, (DIN 03567831) Non Executive Independent Director has tendered his resignation as directorfrom the Board of the Company consequent to personal reasons. The Board of Directors has recorded his resignation letter at 171 st Board Meeting with effect from 20.09.2022.

On the recommendation of Nomination and Remuneration Committee Shri G R Sundaravadivel (DIN 00353590) is appointed as an Additional Director in the Company at 172nd Board Meeting with effect from 14.12.2022 As on 31.03.2023 board consists of the following Directors:

Name of the Director Category
Shri Imran Amin Siddiqui Non-Executive Nominee Director
Shri Sunil Jain Non-Executive Nominee Director
Shri S Thangaraju Non- Executive Nominee Director
Shri T R Chandrasekaran Independent Director
Smt.PadmaSridharan Independent Director
Shri G R Sundaravadivel Independent Director
Shri V .Haribabu Managing director

DISQUALIFICATION OF DIRECOTRS.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Company by the Securities and Exchange Board of India, Ministry of Corporate affairs or any such Statutory Authority. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Board consists of the following Directors as its members:

SI. No Name of the Director Category Position
1. Shri T R Chandrasekaran Independent Director Chairman of the committee
2. Shri Arun Kumar Bansal Non Executive Nominee Director Member( upto 07.06.2022)
3. SmtPadmaSridharan Independent Director Member (from 22.06.2022)
4. Shri Sunil Jain Non Executive Nominee Director Member (from 22.07.2022)
5. Shri G R Sundaravadivel Independent Director Member (from 14.12.2022)
6. Shri Rakesh Sethi Indeoendent Director MemberfuD to 20.09.2022)

The Board has accepted all the recommendations of the Audit Committee.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

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 Regulations 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 have been followed along with proper explanation relating to material departures;

b) the directors have 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 forthat period;

c) the directors have taken proper and sufficient care forthe 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 have prepared the annual accounts on a going concern basis; and

e) the directors have laid down Internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 MGT 9 is annexed herewith and will get on www.indbankhousinglimited/investors/MGT9.

AUDITORS

The Auditors, M/s N.C. Rajagopal & Co, Chartered Accountants, Chennai were appointed by the office of the Comptroller and Auditor General of India, New Delhi in exercise of the powers conferred on them by section 139 of the Companies Act, 2013 as statutory auditors of the company forthe financial year 2022-23.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed M/s. SPNP & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31,2023 is annexed to this Report. There is no qualification, reservations or adverse remarks made by Secretarial Auditors in the Audit Report.

QUALIFICATIONS IN AUDIT REPORTS:

There is no qualification in auditors report. However, observations are made by the Auditors in their Report and Notes on Accounts which are self-explanatory.

Information as per section 134 (3) (m) of the Companies Act 2013:

a. The company has no activity relating to conservation of energy ortechnology absorption.

b. The company did not have any foreign exchange earnings as well as expenses.

DETAILS RELATING TO DEPOSITS

Your company had stopped accepting fresh deposits from public since 1998 and renewal of the deposits from 01.11.2001. Your company has repaid all the matured deposits except a sum of Rs. 6.33 lakhs as on 31.03.2023, which represent the deposits matured but withheld by Central Bureau of Investigation, Anti-corruption Branch, Sastri Bhavan, Chennai pending disposal of their case.

SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE 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. The internal control system provides reasonable assurance of recording the transactions of operations in all material aspects and providing protection against misuse or loss of companys assets.

RISK MANAGEMENT POLICY

The company has put in place Risk Management Policy commensurate with the type and size of operations and risk perception.

PROHIBITION OF INSIDER TRADING POLICY (PIT)

It is mandatory in terms of the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, as amended from time to time (Regulations) for every company whose securities are listed on a stock exchange, to formulate and publish on its website a Code of Practices and Procedures for fair disclosure of unpublished price sensitive information (Code). The Code among other things also seeks to ensure timely and adequate disclosure of unpublished price sensitive information to the investor community by the Company to enable them to take informed investment decisions with regard to the Companys Securities.

CORPORATE SOCIAL RESPONSIBILTY POLICY

The company has loss during the financial year ending with 2022-23. Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013, for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the Financial Year under review with related parties were in the Ordinary Course of Business and on arms length basis.

During the course of business the Company obtained loan from the Holding Institution (Indian Bank) at market rate of interest. An agreement has been entered into with Indian Bank for not to charge interest from 01.04.2017. Accordingly, no interest on the loan has been accounted forthe year 2022-23.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, 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 and Nomination & Remuneration Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman 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. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

RATIO OF REMUNERATION TO EACH DIRECTOR

Details/ Disclosures of Ratio of Remuneration to each Directortothe median employees remuneration as ANNEXURE -1

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees forthe year 2023-24 to BSE where the Companys Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in the provisions of SEBI (LODR) Regulations 2015. A report on Corporate Governance is included as part of this Annual Report.

Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under provisions of Regulations 34 (3) SEBI (LODR) Regulations 2015 and other requirements as specified in Schedule V of the said Regulations is attached to this report.

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, are attached to 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.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered underthis Policy. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INDUSTRY BASED DISCLOSURES AS MANDATED BYTHE RESPECTIVE LAWS GOVERNING THE COMPANY

As required under RBI Master - Directions, your Company is presently required to maintain a minimum capital adequacy of 12% on a stand-alone basis. The companys capital adequacy ratio is negative due to accumulated loss. The following is the capital adequacy ratio forthe last three years:

Particulars 2020-21 2021-2022 2022-2023
Capital adequacy ratio -5240.14 -5197.01 -26236.87

The Company has adhered to the prudential guidelines for Non-Performing Assets (NPAs), issued by the RBI Master - Directions as amended from time to time. The Company did not recognise income on NPAs and further created provisions for contingencies on standard as well as non-performing housing loans and property loans, in accordance with the National Housing Bank Directions.

GENERAL

The Directors also place on record their appreciation for the assistance, active support and guidance received from RBI, NHB, the sectoral regulator for housing finance, Indian Bank and its officers and staff. The Directors express their appreciation for the contribution of the employees of the company. The Board of Directors thank all the Shareholders for their patronage. Their continued patronage and support are of great encouragement to the company and will serve as a source of strength in all its future endeavours.

Place: Chennai For and on behalf of Board of Directors
Date : 21.04.2023
T R CHANDRASEKARAN V. HARIBABU
INDEPENDENT DIRECTOR MANAGING DIRECTOR