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Ind Bank Housing Ltd.

BSE: 523465 Sector: Financials
NSE: N.A. ISIN Code: INE969D01012
BSE LIVE 13:26 | 04 Aug 18.75 -0.95
(-4.82%)
OPEN

18.75

HIGH

18.75

LOW

18.75

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 18.75
PREVIOUS CLOSE 19.70
VOLUME 100
52-Week high 39.55
52-Week low 11.00
P/E
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 18.75
Sell Qty 150.00
OPEN 18.75
CLOSE 19.70
VOLUME 100
52-Week high 39.55
52-Week low 11.00
P/E
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 18.75
Sell Qty 150.00

Ind Bank Housing Ltd. (INDBANKHOUSING) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016. Thefinancial performance of the company is highlighted as follows: Rs.in Lakhs

Particulars 2015-16 2014-15
Gross Income 76.10 310.55
Expenses
Employees benefit 17.12 13.74
Finance Cost 1187.33 1487.17
Depreciation 1.14 0.91
Other expenses 25.46 28.11
Total expenses 1231.05 1529.93
Reversal of provision (5.19) (503.39)
Net Loss Before Tax - 1149.76 -715.99
Provision for Tax 0 19.02
Net Loss After Tax - 1149.76 735.01
Loss brought forward - 11675.69 -10940.68
Balance Loss Carried to Balance Sheet -12825.45 -11675.69

Performance of the Company:

During the financial year ended 31st March 2016 your company continued itsefforts for recovery of non-performing assets as done in the previous financial years.During this period the company had recovered Rs.0.48 crores from individual housing loansand project loan accounts as against Rs.0.57 crores during the previous year.

The loss for the financial year 2015-16 has increased to Rs.11.50 crores when comparedto Rs. 7.35 crores in the previous financial year.

Dividend

During the year your company had incurred a net loss of Rs.11.50 crores. Hence theBoard of Directors have not recommended any dividend for the financial year ended 31stMarch 2016.

BOARD MEETINGS:

The Board of Directors met four times on 11.05.2015 13.08.2015 07.11.2015 &06.02.2016 during this financial year.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year 2015-16 the following changes have been taken place in the Board ofDirectors of your company:

Indian Bank has nominated Shri S Krishnan General Manager Indian Bank and Shri VGopal Deputy General Manager Indian Bank. They were inducted as additional Directors atthe Board meeting held on 13.08.2015 and they were appointed as Directors at the annualgeneral meeting held on 26.09.2015. Indian Bank has nominated Shri A.S.Rajeev ExecutiveDirector in the place of Shri S Krishnan. Consequent to this change Shri S Krishnan hasresigned from the Board on 10.03.2016. Shri A.S.Rajeev was co-opted in the Board asadditional Director on 28.03.2016. Shri Banabihari Panda has resigned from the Board asDirector and Managing Director on 30.11.2015 consequent to his superannuation in IndianBank. In his place Indian Bank has nominated Shri A.K.Bajpai and he was co-opted asDirector and appointed as Managing Director of the company on 04.01.2016 subject to theapproval of the shareholder at the ensuing annual general meeting. Shri V Gopal hasresigned from the Board consequent to his transfer to Ghaziabad as Zonal Manager. In thisplace Indian Bank has nominated Shri M.Nagarajan as Director who was inducted in the Boardas additional Director at the meeting held on 06.08.2016. Your directors’ place onrecord their appreciation for the valuable service rendered by Shri Banabihari Panda asManaging Director and valuable contributions made by Shri S Krishnan and Shri V GopalGeneral Managers during their tenure as Directors of the company. During the financialyear 2015-16 Shri A.K.Bajpai was appointed as Managing Director of the company anddesignated as Key Managerial Personnel. With this change the following are the KeyManagerial Persons of the company:

Name Designation
Shri A.K. Bajpai (DIN 07391570) 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 toretire by rotation as per the section 149(13) of the Companies Act 2013. The nominee ofHUDCO who is holding 25% share in the company is not liable to retire by rotation in termsof clause 110 of the Articles of Association of the company. The Managing Director ShriA.K.Bjpai Shri A.S.Rajeev and Shri M. Nagarajan who are nominees of Indian Bank areappointed as Additional Directors by the Board on 04.01.2016 28.03.2016 and 06.08.2016respectively. They will hold the office of Directorship until the ensuing annual generalmeeting and their appointment as Directors is being placed before the ensuing annualgeneral meeting. The other four Directors are Independent Directors who were appointed forfixed term of 5 years. They will hold the office till the conclusion of 28thAGM 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 theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe 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
1. Shri A Damodaran Independent Director Chairman of the committee
2. Shri M Nagarajan Nominee of Indian Bank Member
3. Smt.Rekha V.Sarathy Nominee of HUDCO Member
4. Shri M S Natarajan Independent Director Member
5. Shri T R Chandrasekaran Independent Director Member
6. 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 SEBI (LODR) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination

& Remuneration and Compliance Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report. The Board has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

VIGIL MECHANISM:

The Company has established a vigil mechanism called Whistle-blower Policy for itsdirectors and employees to report genuine concerns pursuant to the provisions of section177(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 CorporateGovernance 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 herebyconfirm that: a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period; c) the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d) the directors had prepared the annualaccounts on a going concern basis; and e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. f) the directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in formMGT 9 is annexed herewith.

AUDITORS:

The Auditors M/s Anand & Ponnappan Chartered Accountants Chennai were appointedby the office of the Comptroller and Auditor General of India New Delhi in exercise ofthe powers conferred on them by section 139 of the Companies Act 2013 as statutoryauditors of the company for the financial year 2015-16. SECRETARIAL AUDIT:Secretarial audit report in form MR3 as given by M/s. P Sriram & AssociatesPractising Company Secretary is annexed to this Report as annexure

QUALIFICATIONS IN AUDIT REPORTS

There is no qualification in auditors’ report. However observations made by theAuditors in their Report and Notes on Accounts furnished are self-explanatory. Informationas per section 134 (3) (m) of the Companies Act 2013: a. The company has no activityrelating to conservation of energy or technology absorption. b. The company did not haveany 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. Thecompany has taken efforts to identify and repaid all deposits including unclaimeddeposits. The total amount of fixed deposits matured and remaining unclaimed with theCompany as on March 31 2016 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 Section73 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 orTribunals 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 andcomplexity of its operations. The control system provide reasonable assurance of recordingthe transactions of its operations in all material aspects and of providing protectionagainst misuse or loss of company’s assets.

RISK MANAGEMENT POLICY:

The company has put in place Risk Management Policy compatible with the type and sizeof operations and risk perception. The said policy is drawn up based on the guidelines ofNHB issued in this regard.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

The company has incurred net loss during the last three financial years ending with2015-16. The company does not fall within the criteria specified in the section 135 of theCompanies Act 2013 making mandatory for the company to contributory towards the corporatesocial responsibility.

RELATED PARTY TRANSACTIONS:

The Company has availed term loan from Indian Bank promoter bank during the year 1998and 2004 with the approval of the Board of Directors at the time of availing. This loanwas availed during the normal course of business. Since the said loans are stilloutstanding the details of which disclosed in the notes on accounts to the financialstatements. Apart from this the company has no related party transactions referred to insection 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 the Board has carried out an annual performance evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration and Compliance Committees. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors. The Directors expressed their satisfaction with theevaluation process and the performance of the Board

RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the medianemployee’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 theyear 2015-16 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 inthe provisions of SEBI (LODR) Regulations 2015. A report on Corporate Governance isincluded as a part of this Annual Report annexed.

Certificate from the practicing Company Secretary confirming the compliance with theconditions 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 saidRegulations 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 limitsprescribed Under Rule 5 (2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) 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 requiredto maintain a minimum capital adequacy of 12% on a stand-alone basis. The company capitaladequacy ratio is negative due to continuous loss. The following is the capital adequacyratio for the last three years:

Particulars 2013-14 2014-05 2015-16
Capital adequacy ratio -4119.62 % -3773.55 % -4159.19 %

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 fromtime to time. The Company did not recognise income on such NPAs and further createdprovisions for contingencies on standard as well as non-performing housing loans andproperty loans in accordance with the National Housing Bank Directions.

General:

The Directors also place on record their appreciation for the assistance activesupport and guidance received from NHB the sectoral regulator for housing finance IndianBank and its officers and staff. The Directors express their appreciation for thecontribution of the employees of the company. The Board of Directors thank all theShareholders and Depositors for their patronage. Their continued patronage and support areof great encouragement to the company and will serve as a source of strength in all itsfuture endeavours.

For and on behalf of the Board of Directors
Place : Chennai M. Nagarajan A.K. Bajpai
Date : 06.08.2016 Director Managing Director