Directors Report of Ind Bank Housing Ltd.

Mar 31, 2018

BOARD''S REPORT

To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

Particulars	2017-18	2016-17
Gross Income	341.17	226.89
Expenses
Employees benefit	12.88	10.99
Finance Cost	0.00	1316.01
Depreciation	0.46	0.19
Other expenses	136.93	24.16
Total expenses	150.27	1351.35
Reversal of provision	(125.26)	(121.64)
Net Profit / Loss Before Tax	190.90	(1124.48)
Provision for Tax	12.90	0
Net Profit / Loss After Tax	178.00	(1124.48)
Loss brought forward	(13948.92)	(12824.44)
Balance Loss Carried to Balance Sheet	(13770.92)	(13948.92)

Performance of the Company:

The Company is continuously making efforts for recovery of the non-performing assets as was done in the previous financial years. During the current period the company has recovered Rs. 137.31 lakhs from individual housing loans and ICD loans as against Rs.183.72 lakhs during the previous year. The net profit for the financial year 2017-18 is Rs.178.00 lakhs when compared to a net loss of Rs. 1124.48 lakhs in the previous financial year.

The entire Term Loans from Indian Bank including interest accumulated thereon outstanding as on 31.03.2017 is convertible into Funded Interest Term Loan (FITL) with no interest from 01.04.2017 (previous year interest charged @ 10.41 %) and right of recompense available to the bank.

Capital Restructuring:

The various Government initiatives for encouraging the housing sector with a vision to provide house for all by year 2022, like giving infrastructure status to companies providing affordable housing, the availability of interest subsidy for EWSjLIG, MIG - I and MIG -II segments under Prime Ministers Awas Yojana (PMAY) scheme, etc are making financing housing sector promising with immense opportunities. To take advantage of the situation, the company has proposed to carryout capital restructuring as approved by Indian Bank, Promoter and Lender, by way of Restructuring the entire term loan outstanding amount Rs.129.00 crores as Funded Interest Term Loan (FITL) with Nil interest from 01.04.2017 and to subsequently convet the FITL into non-cumulative compulsorily convertible preference shares (CCPS) for a period of 20 years at a coupon rate of 0.001%, subject to getting necessary approvals.

Dividend

In view of the accumulated losses and also to augment resources for the ongoing restructuring exercise the Board of Directors have not recommended any dividend for the financial year ended 31st March 2018.

BOARD MEETINGS:

The Board of Directors met five times on 24.05.2017, 27.07.2017, 10.08.2017, 07.11.2017 and 29.01.2018 during the financial year 2017-18.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year 2017-18 the following changes have taken place in the Board of Directors of your company:

Smt.Rajeswari. S was inducted into the Board of the company as an additional director in the capacity of Independent Woman Director with effect from 07.11.2017. She was also included as member of the reconstituted Audit Committee of the company. She will be appointed as an Independent Director in the ensuing annual general meeting.

Shri A Damodaran has resigned from the Board on 16.04.2018 as Director clue to mobility constraints.

Your directors place on record their appreciation for the valuable service rendered by Shri A Damodaran during his tenure as Director of the company.

The following are the Key Managerial Persons of the company:

The financial performance of the company is highlighted as follows:___________________________Rs.in Lakhs

Name	Designation
Shri A.K. Bajpai (DIN -07391570)	Managing Director (up to 30.06.2018)
Shri Sesha Sai PLVK (DIN - 08192892)	Managing Director (from 06.08.2018)
Shri B Samarapuri	Chief Financial Officer

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 the criteria of Independence as laid down in Section 149(6).

COMPOSITION OF AUDIT COMMITTEE:

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

Name of the Director	Category	Position
1. Shri M S Natarajan	Independent Director	Chairman of the committee
2. Shri P A Krishnan	Nominee of Indian Bank	Member
3. Shri T R Chandrasekaran	Independent Director	Member
4. Shmt. Rajeswari S.	Independent Director	Member

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

Pursuant to the provisions of the Companies Act, 2013 and 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 81 Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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

DIRECTOR''S 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 for that period;

c) the directors have 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 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.

AUDITORS:

The Auditors, Mi''s Anand 81 Ponnappan, 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 for the financial year 2017-18.

SECRETARIAL AUDIT:

Secretarial audit report in form MR3 as given by M/s. P Sriram & Associates, Practising Company Secretary is annexed to this Report as annexure

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, observations made 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 or technology absorption.

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

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company suspended accepting deposits from public since 1998. The company has taken efforts to identify and repaid all deposits including unclaimed deposits. The total amount of fixed deposits matured and remaining unclaimed with the Company as on March 31, 2018 was Rs.6.33 lakhs pending disposal in terms of Court orders. The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There is no significant and material orders 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 control system provides reasonable assurance of recording the transactions of its operations in all material aspects and of 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. The said policy is

drawn up based on the guidelines of NHB issued in this regard.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The company has earned net profit during the financial year ending with 2017-18. However, the company does not fall within the criteria specified in the section 135 of the Companies Act, 2013 making it mandatory for the company to contribute towards the corporate social responsibility.

RELATED PARTY TRANSACTIONS:

The Company had availed term loan from Indian Bank, promoter bank, during the year 1998 and 2004 with the approval of the Board of Directors. This loan was availed during the normal course of business. Said loans are still outstanding, the details of which are disclosed in the notes on accounts to the financial statements. Apart from this the company has no related party transactions referred to in section 188 (1) of the Companies Act 2013.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 (10) of SEBI (LODR) Regulations 2015 and also in line with the guidance note issued by SEBI, 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 81 Remuneration and Compliance 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.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Details I Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration as ANNEXURE -1

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 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 a part of this Annual Report annexed.

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.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

As required under National Housing Bank Directions, your Company is presently required to maintain a minimum capital adequacy of 12% on a standalone basis. The company''s capital adequacy ratio is negative due to continuous loss. The following is the capital adequacy ratio for the last three years:

Particulars	2015-16	2016-17	2017-18
Capital adequacy ratio	-4159.17 %	-4778.37 %	-4401.11 %

The Company has adhered to the prudential guidelines for Non-Performing Assets (NPAs), issued by the National Housing Bank(NHB) under its Directions of 2010, as amended from time to time. The Company did not recognise income on such 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 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 and Depositors 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.

		For and on behalf of Board of Directors
Place : Chennai	P.A.KRISHNAN	SESHA SAI PLVK
Date: 06.08.2018	DIRECTOR	MANAGING DIRECTOR

Annual Return Extracts in MGT 9

ANNEXURE-I

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31.03.2018

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014

I.REGISTERATION AND OTHER DETAILS:

CIN:-	L65922TN1991PLC020219
Registration Date	28th January 1991
Name of the Company	Ind Bank Housing Ltd
Category / Sub-Category of the Company Address of the Registered office and contact details	Registered Office : 3rd Floor, 480, Anna Salai, Nandanam,
	Chennai - 600035
Whether listed company!	Yes
Name, Address and Contact details of Registrar and Transfer Agent, if any	M|s Cameo Corporate Services Ltd,
	Subramanian Building, No.1 Club House Road,
	Anna Salai, Chennai 600002.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SI. No. 1

Name and Description of main products / services Housing Finance

NIC Code of the Product/ service 6499C

% to total turnover of the company 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No.	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/ SUBSIDIARY/ ASSOCIATE	% of shares held	Applicable Section
1	Nil	NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of total Equity)

i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				%of Change during the year
	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares
Promoters
Indian
Individual/HUF	-	-
Central Govt	-	-
State Govt	-	-
Bodies Corporate	-	-
BanksfFI	51,00,000	-	51,00,000	51	51,00,000		51,00,000	51
Any other	-	-
Sub-Total (A) (1)	51,00,000	-	51,00,000	51	51,00,000		51,00,000	51
(2) Foreign
NRIs-lndividual	-	-
Other-Individual	-	-
Bodies Corporate	-	-
Banks/FI	-	-
Any other	-	-
Sub-Total (A) (2)	-	-
Total shareholding of Promoters (A) = A(1) A(2)	51,00,000	-	51,00,000	51	51,00,000		51,00,000	51
B. Public Shareholding
(Destitutions
Mutual Funds/ UTI
Banks/FI	25,00,200	-	25,00,200	25.002	25,01,200		25,01,200	25.012
Central Govt
State Govt (s)	-	-
Venture Capital Funds	-	-
Insurance Companies	-	-
Flls	-	-
Foreign Venture Capital Funds	-	-
Others (specify)	-	-
Sub-total B (1|	25,00,200	-	25,00,200	25.002	25,01,200		25,01,200	25.012	0.0100
Non-institutions
Bodies Corporate
Indian	157207	3400	160607	1.6060	180498	3400	183898	1.8398	0.2329
Overseas
Individuals
Individual shareholders holding nominal share capital upto Rs. 1 lakh	1029765	874657	1904422	19.0442	974098	860056	1834154	18.3415	-0.7026
Individual shareholders holding nominal share capital more than Rs. 1 lakh	198704	0	198704	1.9870	226196	0	226196	2.2619	-0.2749
Others (specify)
Shares held by Pakistani citizens vested with the Custodian of Enemy	-	-
Property
Other Foreign Nationals	--	--
Foreign Bodies	--	--
NRI/OCBs	53283		53283	0.5328	46149	0	46149	0.4614	-0.0713
HUF	81674	0	81674	0.8167	106392	0	106392	1.0639	0.2471
Clearing Members/ Clearing House	1100		1100	0.0111	2011	0	2011	0.0201	0.0090
Trusts	--	--
Limited Liability Partnership	-	-
Foreign Portfolio Investors (Corporate)	--	--
Qualified Foreign Investor	--	--
Sub-Total (B)(2)	1521743	878057	2399800	23.9980	1535344	863456	2398800	23.9880	0.0100
Total Public Shareholding (B) = (B)(1) (2)	4021943	878057	4900000	49.0000	4036544	863456	4900000	49.0000	0.0000
Shares held by Custodians for GDRs & ADRs	--	--
Grand Total (A B C)	9121943	878057	10000000	100.0000	9136544	863456	10000000	100.0000	0.0000

(ii) Shareholding of Promoters

S.No.	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in share holding during the year
		No.Of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No.Of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares
1	Indian Bank	51,00,000	51%	Nil	51,00,000	51%	Nil	NIL
	Total

iii) Change in Promoters Shareholding (Please specify, if there is no change)

	Shareholding at the beginning of the year		Cumulative Shareholding during the year
	No. Of shares	% of total shares of the company	No. Of shares	% of total shares of the company
At the beginning of the year	No change during the year
Date-wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/ transfer/ bonus/sweat equity etc..	No change during the year
At the end of the year	No change during the year

iv) Shareholding Pattern of Top Ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

	For each of the Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. Of shares	% of total shares of the company	No. Of shares	% of total shares of the company
1.	HUDCO	25,00,000	25.0000	25,00,000	25.0000
2.	Nirav M.Sapani	87422	0.8742	88572	0.8857
3.	Aryavrat Financial Services ltd	47,559	0.4755	77302	0.7730
4.	Kinner Sapani	31422	0.3142	31422	0.3142
5.	Rajkumar Agarwal	28617	0.2861	28617	0.2861
6.	W.E.Engineering Pvt Ltd	23360	0.2336	23360	0.2336
7.	Chunilal Padamshi Shah	20000	0.2000	10000	0.1000
8.	Mukunt Kumar Soni	20000	0.2000	20000	0.2000
9.	Dynamic Belting Pvt Ltd	20000	0.2000	20000	0.2000
10.	Varadhan Sunitha K & Varadhan Gandhilal M	19538	0.1953	19538	0.1953

v) Shareholding of Directors and Key Managerial Personnel: Nil

V INDEBTEDNESS

Indebtedness of the company including interest outstanding/accrued but not due for payment

Rs. In lakhs

		Secured loans excluding deposits	Unsecured loans	Deposits	Total Indebtedness
	Indebtedness at the beginning of the year
i)	Principal amount	5533.83		6.33	5540.16
ii)	Interest due but not paid	7451.32		0	7451.32
iii)	Interest accrued but not due	0		0	0
	Total ((1 ii iii)	12985.15		6.33	12991.48
	Change in indebtedness
	Addition (by interest)	0.00		0	0.00
	Reduction (repayment)	85.15		0	85.15
	Net change	85.15		0	85.15
	Indebtedness at the end of the year
i)	Principal amount	5533.83		6.33	5540.16
ii)	Interest due but not paid	7366.17		0	7366.17
iii)	Interest accrued but not due	0		0	0
	Total (i ii iii)	12900.00		6.33	12906.33

VI REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director and/or Manager

SI.No.	Name & designation	Particulars of Remuneration
1.	Mr.A.K Bajpai - Managing Director	The Managing Director is not drawing any remuneration of the company as he is also the President 81 Whole Time Director of Indbank Merchant Banking Services Ltd (IBMBS) as nominated by the promoter Indian Bank and draws his salary from IBMBS as per service rules applicable to Office of Indian Bank.

B. Remuneration to other Directors:

1. Independent Directors

		Name of Directors
		Shri A Damodaran	Shri M.S.Natarajan	Shri T.R. Chandrasekaran	Smt S.Rajeshwari	Shri Rakesh Sethi	Total
1	Fee for attending Board/Committee meetings	0.10	0.69	0.56	0.10	0.34	1.79
2.	Commission	--			--
3	Others, please specify
	Total B (1)	0.10	0.69	0.56	0.10	0.34	1.79

C. Remuneration to Key Managerial Personnel other than MD|Manager|WTD

Sl.no,	Particulars of Remuneration	Key Managerial Personnel
		Company Secretary	CFO	Total
1.	Gross salary
	a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	4,84,311	4,26,275	9,10,586
	b) Valie of perquisites u/s 17(2) Income-tax Act, 1961
	Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2.	Stock Options
3	Sweat Equity
4	Commission
	As % of profit
	Others, specify
5.	Others.(specify)
	Total ( C )	4,84,311	4,26,275	9,10,586

VII PENALTIES I PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil

Form No. MR-3

SECRETARIAL AUDIT REPORT

FINANCIAL YEAR ENDED 31st MARCH, 2018

[Purusant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To

The Members Ind Bank Housing Limited 480, 3rd Floor, Anna Salai, Chennai - 600 035.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ind Bank Housing Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts I statutory compliances and expressing our opinion thereon.

Based on my verification of Ind Bank Housing Limited''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit. We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed here under (subject to note annexed hereto) and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and By-laws framed thereunder;

4. The following Regulations and Guidelines prescribed under the Securities and Exchanges Board of India Act, 1992 ("SEBI Act") (a)The Securities and Exchanges Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b)The Securities and Exchanges Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c)The Securities and Exchanges Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchanges Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the

Companies Act and dealing with Client;

(e)The Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

5. The National Housing Bank Act, 1987 including Housing Finance Companies (NHB) Directions, 2016 (Refer Note)

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetings.

All decisions were carried out with unanimous approval of the Board and there was no instance of dissent voting by any member during the period under reviews.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I have examined the systems and procedures of the Company as placed to ensure the compliance with general laws like Labour Laws, Employees Provident Funds Act, Employees State Insurance Act, considering and relying upon representations made by the Company and its Officers for systems and mechanisms formed by the Company for compliance under these laws and other applicable sector specific Acts, Laws, Rules and Regulations applicable to the Company and its observance by them, rules, regulations and guidelines.

I further report that during the audit period, there were no major instances during the year under review expect for the approval of Shareholders at the Annual General Meeting held on 16th September 2017 for issue and offer of non-cumulative compulsory convertible preference shares.

	Signature
	P. Sriram & Associates
Place: Chennai	PCS No. 4862
Date:04th May 2018	C.P. No.3310

NOTE

The Company has suspended making fresh lending since the year 2000 and is in the process of recovery of Non-Performing Assets as per the terms of the agreement entered with the borrowers and other loans which are under litigation. In view of continued financial loss, the compliances with the Capital Adequacy, Net Owned Funds and other related requirements under The National Housing Bank Act, 1987 including Housing Finance Companies (NHB) Directions, 2016 could not be complied with.

Annexure A

To

The Members,

Ind Bank Housing Limited

My report of even date is to be read along with this supplementary testimony.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, the company had followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Whenever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.,

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of managements. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Chennai	Signature
Date:04th May 2018	P. Sriram & Associates
	FCS No.4862
	C.P. No.3310

Ratio of Remuneration Annexure -1

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;	The Directors are not drawing any remuneration from the company other than sitting fees to non executive Independent Directors
(ii) the percentage increase in remuneration of each director. Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	The increase in remuneration is due to increase in dearness allowance as per the pay structure
(iii) the percentage increase in the median remuneration of employees in the financial year;	NA
(iv) the number of permanent employees on the rolls of company;	01

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

The financial performance of the company is highlighted as follows:

Rs.in Lakhs

Particulars 2014-15 2013-14

Gross Income 310.55 49.13

Expenses

Employees benefit 13.74 15.69

Finance Cost 1487.17 957.10

Depreciation 0.91 0.59

Other expenses 28.12 16.17

Total expenses 1529.94 989.55

Reversal of provision (503.39) (16.35)

Net Loss Before Tax -716.00 -924.07

Provision for Tax 19.01 0

Net Loss After Tax 735.01 -924.07

Loss brought forward -10940.68 -10016.61

Balance Loss Carried to Balance Sheet -11675.69 -10940.68

Performance of the Company:

During the financial year ended 31st March 2015 your company continued its efforts for recovery of non-performing assets as done in the previous financial years. During this period the company had recovered Rs.0.57 crores from individual housing loans and project loan accounts as against Rs.1.41 crores during the previous year.

The loss for the financial year 2014-15 has decreased to Rs.7.35 crores when compared to Rs. 9.24 crores in the previous financial year.

Dividend

During the year, your company had incurred a net loss of Rs.7.35 crores. Hence the Board of Directors have not recommended any dividend for the financial year ended 31st March 2015.

BOARD MEETINGS:

The Board of Directors met four times on 23.04.2014, 09.08.2014, 20.10.2014 & 07.02.2015 during this financial year.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

Shri G. Rajeevan Pillai has resigned from the Board on his retirement from the services of Indian Bank consequent to his attaining superannuation on 31.05.2014. His resignation was taken on record by the Board at the meeting held on 09.08.2014. In this place Indian Bank has nominated Shri Udaya Baskara Reddy, General Manager, Indian Bank and he was co-opted as additional Director at the meeting held on 09.08.2014 and appointed as Director at the ensuing annual general meeting as Director liable to retire by rotation. Shri Udaya Baskara Reddy has resigned from the Board consequent to his transfer to Kolkata as Zonal Manager on 23.05.2015. Shri B Rajkumar has resigned from the Board consequent to completion of his term of appointment in Indian Bank as Executive Director on 31.05.2015. Indian Bank has nominated Shri S Krishnan, General Manager, Indian Bank and Shri V Gopal, General Manager, Indian Bank. They were inducted in the Board additional Directors at the Board meeting held on 13.08.2015.

Shri K Subramanian, Sr. Executive Director, Regional Office, HUDCO, Chennai was in the Board of your company as nominee of HUDCO. The HUDCO has nominated Dr P Jayapal, Sr. Executive Director HUDCO in his place as Shri K Subramanian has retired from the services of HUDCO on attaining superannuation. Dr P Jayapal was inducted in the Board of your company on 30.05.2014. The HUDCO has nominated Smt Rekha V Sarathy Executive Director, Regional Office, HUDCO, Chennai in the place of Dr P Jayapal who was transferred to New Delhi. Smt Rekha V Sarathy was inducted into the Board on 09.08.2014 in the place of Dr P Jayapal.

With the coming into force of the Companies Act, 2013, your Company, being a listed Company, Clause 49 of the Listing Agreement stipulates that 50% of the Board of Directors should be Independent Directors excluding the Nominee Director who was earlier treated as Independent Directors. In order to comply with the requirement our Board strength was increased to 8 by inducting 2 more Directors i.e.,

Shri T.R.Chandrasekaran and Ms. Sripriya Kumar (both are Chartered Accountants) as Additional Directors of the Company in the category of Independent Directors with effect from 09.08.2014 at the Board meeting held on 09.08.2014.

At the annual general meeting held on 27.09.2014 the existing Independent Directors ie., Shri A Damodaran & Shri M.S. Natarajan and the Additional Directors appointed in the category of Independent Directors at the Board meeting held on 09.08.2014 i.e., Shri T.R.Chandrasekaran and Ms. Sripriya Kumar were appointed as Independent Directors under the Act each for a term of five years who will hold the office till the conclusion of 28th annual general meeting. They are not liable to retire by rotation. In the opinion of the Board the Independent Directors fulfill the conditions specified in the Companies Act, 2013 and the rules made there under and are independent of the management.

Your directors' place on record their appreciation for the valuable contributions made by Shri B Rajkumar, Executive Director, Shri Udaya Baskara Reddy, General Manager Shri G. Rajeevan Pillai, General Manager from Indian Bank and Shri K Subramanian & Dr P Jayapal, Sr. Executive Directors, HUDCO during their tenure as Directors of the company.

During the financial year 2014-15 the following persons were designated/appointed as Key Personnel Person:

Name Designation

Shri Banabihari Panda (DIN - 03555430) Managing Director

Shri S Selvaraj Company Secretary

Shri B Samarapuri Chief Financial Officer

RETIREMENT OF DIRECTORS BY ROTATION

The company's Board consists of 4 Independent Directors who are not liable to retire by rotation as per the section 149(13) of the Companies Act, 2013. The nominee of HUDCO who is holding 25% share in the company is not liable to retire by rotation in terms of clause 110 of the Articles of Association of the company. The Managing Director who was appointed for a fixed tenure cannot retire by rotation. The other two Directors who are nominees of Indian Bank are appointed as Additional Directors at the Board meeting held on 13.08.2015. They will hold the office of Directorship until the ensuing annual general meeting and their appointment as Directors is placed before the ensuing annual general meeting. The other four Directors are Independent Directors who were appointed for fixed term of 5 years. They will hold the office till the conclusion of 28th AGM to be held in the year of 2019. None of the Directors are retiring by rotation.

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).

COMPOSITION OFAUDIT COMMITTEE

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

Name of the Director Category Position

Shri A Damodaran Independent Director Chairman of the committee

Shri K Udaya Baskara Reddy Nominee of Indian Bank Member

Smt.Rekha V.Sarathy Nominee of HUDCO Member

Shri M S Natarajan Independent Director Member

Shri T R Chandrasekaran Independent Director Member

Smt. Sripriya Kumar Independent Director Member

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

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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 Clause 49 of the Listing Agreement. The details of the Whistle-blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company

DIRECTOR'S 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 are adequate 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

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.

AUDITORS

The Auditors, M/s Anand & Ponnappan, 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 for the financial year 2014-15.

SECRETARIAL AUDIT: Secretarial audit report in form MR3 as given by M/s. P Sriram & Associates, Practising Company Secretary is annexed to this Report as annexure

QUALIFICATIONS IN AUDIT REPORTS

There is no qualification in auditors' report. However. observations made by the Auditors in their Report and Notes on Accounts furnished 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 or technology absorption.

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

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING

The Company has suspended accepting deposits from public since the year 1998. The company has taken efforts to identify and repaid all deposits including unclaimed deposits. The total amount of fixed deposits matured and remaining unclaimed with the Company as on March 31,2015 was Rs.6.33 lakhs pending disposal in terms of Court orders. The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

During the year 2014-15, in terms of Section 125 of the Companies Act, 2013, an amount of Rs.2386/- was transferred to Investor Education and Protection Fund (IEPF) being the amount of deposits along with interest thereon, that remained unclaimed and unpaid for a period of 7 years from the date it became first due for payment.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There is no significant and material orders 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.

RISK MANAGEMENT POLICY

The company has put in place 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 NHB issued in this regard.

CORPORATE SOCIAL RESPONSIBILTY POLICY

The company has incurred net loss during the last three financial years ending with 2014-15. The company does not fall within the criteria specified in the section 135 of the Companies Act, 2013 making mandatory for the company to contributory towards the corporate social responsibility.

RELATED PARTY TRANSACTIONS

The Company has availed term loan from Indian Bank, promoter bank, during the year 1998 and 2004 with the approval of the Board of Directors at the time of availing. This loan was availed during the normal course of business. Since the said loans are still outstanding, the details of which disclosed in the notes on accounts to the financial statements. Apart from this the company has no related party transactions referred to in section 188 (1) of the Companies Act 2013.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Compliance 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

RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration as ANNEXURE - I

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees of Rs. 2 lakhs for the year 2015-2016 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 Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report annexed.

Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement 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.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

As required under National Housing Bank Directions, your Company is presently required to maintain a minimum capital adequacy of 12% on a stand-alone basis. The company capital adequacy ratio is negative due to continuous loss.

The Company has adhered to the prudential guidelines for Non-Performing Assets (NPAs), issued by the National Housing Bank(NHB) under its Directions of 2010, as amended from time to time. The Company did not recognise income on such 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 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 and Depositors 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.

For and on behalf of the Board of Directors

V Gopal B Panda Director Managing Director

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Mar 31, 2014

To the members,

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company with audited accounts for the year ended 31st March 2014.

Financial Results:

[Rs. in lacs] Particulars Year ended Year ended 31.03.2014 31.03.2013

Loss before depreciation, provision and tax 939.83 872.35

Add: Depreciation 0.59 0.80

Loss after depreciation and tax 940.42 873.15

Add/Less: withdrawal of provisions no (16.35) (18.25) longer required

Loss after adjustments 924.07 854.90

Balance loss brought forward from previous 10016.61 9161.71 year

Balance loss carried over to balance sheet 10940.68 10016.61

Performance of the Company:

During the financial year ended 31st March 2014 your company continued its efforts for recovery of non performing assets as done in the previous financial years. During this period the company had recovered Rs.1.41 crores from individual housing loans, project loan accounts and inter corporate deposits as against Rs.2.64 crores during the previous year.

The loss for the financial year 2013-14 for the financial year has increased to Rs.9.24 crores when compared to Rs. 8.55 crores in the previous financial year.

Dividend

During the year, your company had incurred a net loss of Rs.9.24 crores. Hence the Board of Directors have not recommended any dividend for the financial year ended 31st March 2014.

Public Deposit

The company had stopped renewing the public deposits with effect from 01.11.2001 for want of borrowing power. During the year 2013-14 the company has remitted Rs.0.15 lacs being the deposits matured but not claimed for more than 7 years, to the Investors Education and Protection Fund as per the requirements of the Companies Act, 1956. Consequent to this the outstanding public deposits have come down to Rs. 6.35 lacs as on 31.03.2014 from Rs. 6.50 lacs as on 31.03.2013. The entire outstanding balance represents matured but unclaimed deposits numbering to 8. The company has intimated the depositors about the maturity of deposits with a request to claim their deposits.

Corporate Governance

Pursuant to clause 49 of the Listing agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding the compliance of the same are made a part of this Annual Report,

Directors

During the year Shri, Rajiv Rishi Executive Director, Indian Bank has resigned from the Board of the company with effect from 26.06.2013, consequent to his appointment as Chairman and Managing Director of Central Bank of India. In his place Indian Bank has nominated Shri B. Rajkumar Executive Director Indian Bank and he was inducted into the Board on 26.06.2013.

Shri N Eswaran has resigned from the Board of the company as a Director with effect from 26.06.2013, consequent to his retirement from the services of Indian Bank on attaining superannuation. In his place Indian Bank has nominated Shri G. Rajeevan Pillai General Manager, Indian Bank and he was inducted into the Board of the company on 26.06.2013. Shri G. Rajeevan Pillai has resigned from the Board consequent to his retirement from the services of Indian Bank consequent to his attaining superannuation on 31.05.2014. His resignation was taken on record by the Board at the meeting held on 09.08.2014. In this place Indian Bank has nominated Shri Udaya Baskara Reddy, General Manager, Indian Bank and he was co-opted as additional Director at the meeting held on 09.08.2014. He will be appointed as Director at the ensuing annual general meeting as Director liable to retire by rotation.

Shri K Subramanian, Sr. Executive Director, Regional Office, HUDCO, Chennai was in the Board of your company as nominee of HUDCO. The HUDCO has nominated Dr P Jayapal, Sr. Executive Director HUDCO in his place as Shri K Subramanian has retired from the services of HUDCO on attaining superannuation. Dr P Jayapal was inducted in the Board your company on 30.05.2014. The HUDCO has nominated Smt Rekha V Sarathy Executive Director, Regional Office, HUDCO, Chennai in the place of Dr P Jayapal. Smt Rekha V Sarathy was inducted into the Board on 09.08.2014 in the place of Dr P Jayapal.

With the coming into force of the Companies Act, 2013, your Company, being a listed Company, Clause 49 of the Listing Agreement stipulates that 50% of the Board of Directors should be Independent Directors excluding the Nominee Director who was earlier treated as Independent Directors. In order to comply with the requirement our Board strength was increased to 8 by inducting 2 more Directors

i.e., Shri T.R. Chandrasekaran and Ms. Sripriya Kumar (both are Chartered Accountants) as Independent Directors at the Board meeting held on 09.08.2014. These Directors will hold the office upto the date of ensuing annual general meeting and they will be appointed as Independent Directors.

All the four Independent Directors ie., Shri A Damodaran Shri M.S. Natarajan Shri T.R.Chandrasekaran and Ms. Sripriya Kumar will be appointed at the ensuing annual general meeting for a fixed term 5 years and they are not liable to retire by rotation. In the opinion of the Board the Independent Directors fulfill the conditions specified in the Companies Act, 2013 and the rules made there under and are independent of the management.

Your directors place on record their appreciation for the valuable contributions made by Shri Rajiv Rishi, Executive Director and Shri N Eswaran, and Shri G. Rajeevan Pillai General Managers and Shri K Subramanian & Dr P Jayapal, Sr. Executive Directors HUDCO during their tenure as Directors of the company.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

That in the preparation of the annual accounts for the year ended 31st March 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

That such accounting policies as mentioned in Note No 19 of the Annual Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2014 and of the loss of the Company for that year.

That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the annual accounts for the year ended 31st March 2014 has been prepared on a going concern basis.

Auditors

M/s Venkat & Rangaa Chartered Accountants have been appointed, as statutory auditors by the Comptroller and Auditor General of India for the year 2013-14.

Auditors Report

Regarding the observations made by the Auditors in their Report, Notes on Accounts furnished are self-explanatory.

Information as Per Section 217 (1-E) of The Companies Act, 1956

The company has no activity relating to conservation of energy or technology absorption.

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

Personnel

None of the employees of the company received remuneration in excess of the limits prescribed Under Section 217 (2A) of the Companies Act, 1956.

Acknowledgement

The Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, Reserve Bank of India, National Housing Bank and HUDCO for their valuable advice and guidance.

The Directors also place on record their appreciation for the assistance, active support and guidance received from 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 and Depositors 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.

On behalf of the Board of Directors

Date: 09.08.2014 MANAGING DIRECTOR Place: Chennai

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty First Annual Report of your Company with audited accounts for the year ended 31st March 2012.

Financial Results: [Rs. in lacs]

Particulars Year ended Year ended

31.03.2012 31.03.2011

Loss before depreciation, provision and tax 798.94 397.00

Add: Depreciation 1.42 1.48

Loss after depreciation and tax 800.36 398.48

Add/Less: withdrawal of provisions no longer required 447.81 (106.82)

Add: Prior period adjustment 0 0.04

Loss after adjustments 1248.17 291.62

Balance loss brought forward from previous year 7913.54 7621.92

Balance loss carried over to balance sheet 9161.71 7913.54

Performance of the Company:

During the financial year ended 31st March 2012 your company continued its efforts for recovery of nonperforming assets as done in the previous financial years. During this period the company had recovered Rs.1.92 crores from individual housing loans, project loan accounts and inter corporate deposits as against Rs.5.20 crores during the previous year.

The National Housing Bank has changed the provisioning norms for the non-performing assets with effect from 30.09.2011. As per the revised norms the provisioning requirement has almost doubled. As a result your company had to make additional provision for the non-performing assets to the extent of Rs. 4.48 crores in spite of reduction in the level of non-performing assets by way of recovery.

In view of the above, the loss for the financial year 2011-12 has gone up to Rs. 12.48 crores as against Rs.2.92 crores in the previous financial year.

Dividend

During the year, your company had incurred a net loss of Rs. 12.48 crores. Hence the Board of Directors have not recommended any dividend for the financial year ended 31st March 2012.

Public Deposit

The company had stopped renewing the public deposits with effect from 01.11.2001 for want of borrowing power. During the year 2011-12 the company has remitted Rs.0.72 lacs being the deposits matured but not claimed for more than 7 years, to the Investors Education and Protection Fund as per the requirements of the Companies Act, 1956. Consequent to this the outstanding public deposits have come down to Rs. 6.92 lacs as on 31.03.2012 from Rs. 7.64 lacs as on 31.03-2011. The entire outstanding balance represents matured but unclaimed deposits numbering to 12. The company has intimated the depositors about the maturity of deposits with a request to claim their deposits.

Corporate Governance

Pursuant to clause 49 of the Listing agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding the compliance of the same are made a part of this Annual Report,

Directors

During the financial year, Shri G Rangarajan has resigned from the Board of the company and as Managing Director with effect from 26.05.2011, consequent to his repatriation to Indian Bank. In his place Indian Bank has nominated Shri Banabihari Panda, General Manager, Indian Bank. He was inducted into the Board of the company on 26.05.2011 and appointed as Managing Director of the company with effect from 26.05.2011.

During the year Shri V RamaGopal, Executive Director, Indian Bank has resigned from the Board of the company with effect from 01.06.2011. In his place Indian Bank has nominated Shri Rajiv Rishi, Executive Director Indian Bank and he was inducted into the Board on 13.06.2011.

Shri R Ravi has resigned from the Board of the company as a Director with effect from 20.04.2011. In his place Indian Bank has nominated Shri N Eswaran, General Manager, Indian Bank and he was inducted into the Board of the company on 20.04.2011.

Your directors place on record their appreciation for the valuable contributions made by Shri V RamaGopal, Executive Director, Shri R Ravi, General Manager and Shri G Rangarajan, Deputy General Manager during their tenure as Director of the company.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts for the year ended 31sl March 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Schedule P of the Annual Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2012 and of the loss of the Company for that year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the' assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March 2012 has been prepared on a going concern basis.

Auditors

M/s Venkat & Rangaa Chartered Accountants have been appointed, as statutory auditors by the Comptroller and Auditor General of India for the year 2011-12.

Auditors Report

Regarding the observations made by the Auditors in their Report, Notes on Accounts furnished are self- explanatory.

Information As Per Section 217 (1-E) Of The Companies Act, 1956

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.

Personnel

None of the employees of the company received remuneration in excess of the limits prescribed Under Section 217 (2A) of the Companies Act, 1956.

Acknowledgement

The Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, Reserve Bank of India, National Housing Bank and HUDCO for their valuable advice and guidance.

The Directors also place on record their appreciation for the assistance, active support and guidance received from 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 and Depositors 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 endeavors,

Place : Chennai On behalf of the Board of Directors

Date : 19.04.2012 Banabihari Panda

MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report of your Company with audited accounts for the year ended 31st March 2010.

Financial Results:

[Rs. in lacs]

Particulars Year ended Year ended 31.03.2010 31.03.2009

Loss before depreciation, provision and tax 753.26 452.76

Add: Depreciation 1.65 1.94

Provision for Fringe Benefit Tax 0 0.19

Loss after depreciation and tax 754.91 454.89

Less: withdrawal of provisions no longer required 372.70 176.01

Add: Prior period adjustment 0 0.03

Loss after adjustments 382.21 278.91

Balance loss brought forward from previous year 7239.72 6960.81

Balance loss carried over to balance sheet 7621.92 7239.72

Performance of the Company:

During the financial year ended 31s1 March 2010 your company continued its efforts for recovery of non performing assets as done in the previous financial years. During this period the company had recovered Rs.5.28 crores from individual housing loans, project loan accounts and inter corporate deposits as against Rs.7.64 crores during the previous year. The loss for the financial year 2009-10 is Rs.3.82 crores as against Rs.2.79 crores in the previous year.

Dividend

During the year your company had incurred a net loss of Rs.3.82 crores. Hence the Board of Directors have not recommended any dividend for the financial year ended 31" March 2010.

Public Deposit

The company had stopped renewing the public deposits with effect from 01.11.2001 for want of borrowing power. During the year 2009-10 the outstanding public deposits have come down to Rs. 15.76 lacs from Rs. 26.20 lacs as on 31.03.2009. The entire outstanding balance represents matured but unclaimed deposits numbering to 31. The company has intimated the depositors about the maturity of deposits with a request to claim their deposits.

Corporate Governance

Pursuant to clause 49 of the Listing agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding the compliance of the same are made a part of this Annual Report,

Directors

During the financial year Shri A Subramanian Executive Director Indian Bank has resigned from the

Board of the company consequent to his attainment of superannuation. In his" place Shri AS Bhattacharya

Executive Director Indian Bank, is nominated as Director.

Your directors placed on record their appreciation for the valuable contributions made by

Shri A Subramanian during his tenure as Director of the company.

Shri M S Natarajan was inducted in the Board as Director with effect from 16.04.2010.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts for the year ended 31s March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. ;

2. That such accounting policies as mentioned in Schedule P of theAnnual Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 * March 2010 and of the loss of the Company for that year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31sl March 2010 has been prepared on a going concern basis.

Auditors

M/s Basha & Narashiman Chartered Accountants have been appointed, as statutory auditors by the Comptroller and Auditor General of India for the year 2009-10.

Auditors Report

Regarding the observations made by the Auditors in their Report, Notes on Accounts furnished are self- explanatory.

Information As Per Section 217 (1-E) Of The Companies Act, 1956

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.

Personnel

None of the employees of the company received remuneration in excess of the limits prescribed Under Section 217 (2A) of the Companies Act, 1956.

Acknowledgement

The Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, Reserve Bank of India, National Housing Bank and HUDCO for their valuable advice and guidance.

The Directors also place on record their appreciation for the assistance, active support and guidance received from 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 thanks all the shareholders and Depositors 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 On behalf of the Board of Directors

Date : 16.04.2010 P.N. Patel

MANAGING DIRECTOR