Ind Bank Housing Ltd

To,

The Members,

The Directors have pleasure in presenting before you the 33^rflAnnual Report of the Company together with the Audited Statement of Accounts and the Auditors Report for the year ended 31st March, 2024.

The financial performance of the company is highlighted as follows:

Rs.in Lakhs

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 made any recovery from individual housing loans and ICD loan but recovery of Rs. 1.65 lakhs was made in written off account.

The net loss for the financial year 2023-24 is Rs.(69.05) lakhs as compared to a net loss of Rs.(55.78) lakhs in the previous financial year.

DIVIDEND

As the Company had incurred net loss of Rs 69.05 lacs during the current financial year and has accumulated losses of Rs.13639.88 lacs as on 31.03.2024 the Board of Directors have not recommended any dividend for the financial year ended 31^st March 2024

BOARD MEETINGS

The Board of Directors met eight times on the following dates : 21.04.2023, 19.07.2023, 25.09.2023, 16.10.2023, 04.11.2023, 22.01.2024, 05.03.2024, 22.03.2024 during the financial year 2023-24.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

The following are the Key Managerial Personnel of the company:

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

Non Executive Nominee Director Shri S Thangaraju (DIN 06442506) HUDCO Nominee Director has tendered his resignation as director from the Board of the Company consequent to his administrative transfer The Board of Directors has recorded his resignation letter at 181^st Board Meeting with effect from 24.01.2024.

On the recommendation of Nomination and Remuneration Committee Shri A.Sivasankar (DIN 10535638) is appointed as an Additional Director in the Company at 182^nd Board Meeting with effect from 05.03.2024

Non Executive Nominee Director Shri.Imran Amin Siddique (DIN 09153707) Indian Bank Nominee Director has tendered his resignation as director from the Board of the Company consequent to completion of his term of appointment as ED in Indian Bank. The Board of Directors has recorded his resignation letter at 183rd Board Meeting with effect from 09.03.2024.

As on 31.03.2024 board consists of the following Directors:

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:

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 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 per rule 12 substituted by the Companies (Management and Administration) Rules 2021 w.e.f 5^th March 2021 the requirement for abstract in the Form MGT 9has been removed.

AUDITORS

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 vide their letter Ref No /CA.V/COY/CENTRAL GOVERNMENT.INBKHS(1)/925 dated 20/09/2023 appointed the Auditors, M/s A R Krishnan &Associates , Chartered Accountants, Chennai as statutory auditors of the company for the financial year 2023-24.

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 of Directors in the meeting held on 22.01.2024 has appointed M/s. SPNP & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31,2024 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 or technology 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 31.03.2024, 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 BY THE REGULATORS

Reserve Bank of India vide their letter (Ref - CO.DOR.RG.No.S3544/23-27-014/2023-24 dated 22.09.2023 cancelled Certificate of Registration (COR) w.e.f 21.09.2023 under Section 29 A (6) of the National Housing Bank(NHB) Act 1987.

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 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 incurred loss during the financial year ending with 2023-24. 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 for the year 2023-24.

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 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.3.25 lakhs plus GST for the 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 under this 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 BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

As required under RBI Master - Directions, your Company is presently required to maintain a minimum capital adequacy of 15% on a stand-alone basis. The company's capital adequacy ratio is negative due to accumulated loss. The following is the capital adequacy ratio for the last three years:

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 / RBI 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.