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 company's 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 company's 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 Company's 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
arm's 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 employee's
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 Company's 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 company's 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 |
|