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Indbank Merchant Banking Services Ltd.

BSE: 511473 Sector: Financials
NSE: INDBANK ISIN Code: INE841B01017
BSE LIVE 10:26 | 18 Oct 23.10 -0.35
(-1.49%)
OPEN

23.05

HIGH

23.10

LOW

23.05

NSE 10:12 | 18 Oct 23.20 -0.35
(-1.49%)
OPEN

23.20

HIGH

23.90

LOW

23.10

OPEN 23.05
PREVIOUS CLOSE 23.45
VOLUME 2308
52-Week high 26.90
52-Week low 10.85
P/E 18.93
Mkt Cap.(Rs cr) 103
Buy Price 23.10
Buy Qty 950.00
Sell Price 23.30
Sell Qty 110.00
OPEN 23.05
CLOSE 23.45
VOLUME 2308
52-Week high 26.90
52-Week low 10.85
P/E 18.93
Mkt Cap.(Rs cr) 103
Buy Price 23.10
Buy Qty 950.00
Sell Price 23.30
Sell Qty 110.00

Indbank Merchant Banking Services Ltd. (INDBANK) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting before you the Twenty Seventh Annual Reporttogether with the Audited Statements of Accounts for the year ended 31st March 2016.

Operations

During the year your company has earned a gross income of Rs.939.42 lakhs as againstRs.1047.78 lakhs in the previous year. Under Stock Broking your company has a mix ofinstitutional and individual clients and has achieved a turnover of Rs.4913.25 croreduring the year. Your company also provides Depository services to institutions and retailcustomers and has 44833 accounts under DP operations and 22732 accounts under brokingoperations. Your company reported a net profit of Rs.275.52 lakhs during the year 2015-16as against a net profit of Rs.498.80 lakhs in the previous year as under:

Rs. in lakhs
Particulars 2015-16 2014-15
I Revenue from Operations 718.96 859.89
II Other Income 218.56 186.73
Interest on Income tax refund due 1.90 1.16
III Total Revenue 939.42 1047.78
IV EXPENSES
Employee Benefit expenses 368.38 352.59
Depreciation & Amortization expenses 60.00 69.29
Finance Cost 11.39 3.27
Interest on excess IT refund 0.00 25.76
Other Expenses 199.19 216.94
Bad debts written off 98.28 14.93
Total expenses 737.24 682.78
Profit Before Provisions prior period adjustments and Tax 202.18 365.00
Provisions made 6.24 56.50
Reversal of Provisions (98.57) (55.30)
V Profit Before prior period adjustments and Tax 294.51 363.80
VI Prior Period adjustments 3.25 0.00
VII Profit Before Tax 291.26 363.80
VIII Tax Expenses - Current 0.00 0.00
- Deferred 11.36 98.47
- Prior years 26.91 (6.84)
IX PROFIT/(LOSS) for the period from continuing operations 252.99 272.17
X PROFIT/(LOSS) for the period from discontinuing operations 22.53 226.63
XI Tax expenses of discontinuing operations 0.00 0.00
XII PROFIT/(LOSS) from discontinuing operations after tax 22.53 226.63
XIII PROFIT/(LOSS) for the period 275.52 498.80
XIV Add: Balance brought forward from Previous Year 191.29 (268.49)
Addl. Depreciation to comply with Companies Act 2013 0.00 (39.02)
XV Balance carried to Balance Sheet 466.81 191.29
XVI Earnings Per Share - Basic & Diluted 0.62 1.12

Dividend

In view of inadequate profits made during the year your Directors do not recommend anydividend for the year 2015-16.

Board Meetings:

The Board of Directors met four times during the year on 11.05.2015 13.08.201507.11.2015 & 06.02.2016.

Directors and Key Managerial Personnel:

Shri.Ashwini Kumar Bajpai Deputy General Manager Indian Bank was appointed as thePresident & Whole Time Director (nominee of Indian Bank on deputation) with effectfrom 04.01.2016 in place of Shri.Banabihari Panda General Manager Indian Bank ondeputation who has resigned from the Board on his retirement from the services of IndianBank consequent to his attaining superannuation on 30.11.2015. Shri S Krishnan Directorhas resigned from the Board consequent to nomination of Shri A S Rajeev ExecutiveDirector Indian Bank as a Director in his place on 10.03.2016. His resignation was takenon record by the Board on 28.03.2016. Shri A S Rajeev Executive Director Indian Bank wasco-opted as additional Director on the Board on 28.03.2016. At the annual general meetingheld on 27.09.2014 the existing Independent Directors i.e. Shri T M Nagarajan Shri P MVenkatasubramanian Shri G R Sundaravadivel & Mrs. Chitra Murali were appointed asIndependent Directors under the provisions of the Companies Act 2013 for a fixed term offive years and they will hold the office till the conclusion of 30th annualgeneral meeting. They are not liable to retire by rotation. In the opinion of the Boardthe Independent Directors fulfill the conditions specified in the Companies Act 2013 andthe rules made there under and are independent of the management. Your Directors place onrecord their appreciation for the valuable contributions made by Shri.Banabihari PandaGeneral Manager Shri.S Krishnan General Manager during their tenure as President &Whole Time Director and Director of the Company respectively.

Retirement of Directors by rotation:

The Company’s Board consists of 4 Independent Directors who were appointed for afixed term of 5 years are not liable to retire by rotation as per Section 149(13) of theCompanies Act 2013. The Whole-time Director who was appointed for fixed tenure cannotretire by rotation. The other Director who is a nominee of Indian Bank was appointed as anAdditional Director by the Board on 28.03.2016. He will hold office of Directorship untilthe ensuing Annual General Meeting and his appointment as Director is placed before theensuing Annual General Meeting. 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 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 T M Nagarajan Independent Director Chairman of the committee
2. Shri P M Venkatasubramanian Independent Director Member
3. Shri G R Sundaravadivel Independent Director Member
4. Smt. Chitra Murali Independent Director Member
5. Shri V Gopal Nominee of Indian Bank Member

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

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration 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 Regulation 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 accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the Directors had devised proper systems to ensure compliance with the provisions ofall 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 theCompanies (Management and Administration) Rules 2014 an extract of annual return in formMGT 9 is annexed herewith.

Auditors:

The Auditors M/s A V Deven & Co. Chartered Accountants Chennai was appointed bythe Office of the Comptroller and Auditor General of India New Delhi in exercise of thepowers conferred on them by section 139 of the Companies Act 2013 as statutory auditorsof the company for the financial year 2015-16.

Auditors Observations in the Audit Report:

There is nil observation from the Auditors.

Secretarial Audit:

Secretarial audit report in Form MR 3 as given by M/s. P Sriram & AssociatesPractising Company Secretary is annexed to this Report.

Information as per Section 134 (3) (m) of the Companies Act 2013 a) The companyhas no activity relating to conservation of energy or technology absorption. b) Thecompany did not have any foreign exchange earnings as well as expenses.

Significant & Material orders passed by the Regulators:

There is no significant and material order 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.

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 ofSEBI and stock exchanges issued in this regard.

Corporate Social Responsibility Policy:

The company does not fall into the criteria stipulated for the applicability of Section135 of the Companies Act 2013. Hence the provisions of section 135 of the Companies Act2013 are not applicable.

Related Party Transactions:

During the year under review there was no transaction with related party that needs tobe reported in Form AOC 2 under section 188 of the Companies Act 2013 read with theCompanies (Meeting of Board and its Powers) Rules 2014.

Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 of 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 Stakeholders Relationship Committees. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the President & Whole Time Director and the Non Independent Directors was carriedout by 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 of each Director to the medianemployee’s remuneration are enclosed as Annexure 1.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toNSE and 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 forCorporate Governance as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A report on Corporate Governance is included as a part of this AnnualReport Certificate from the Statutory Auditors of the company confirming the compliancewith the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 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 is attached with 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.

Outlook:

Your company will continue to focus its efforts to increase its activities underfee-based business in addition to concentrating on recovery of overdues and reduction ofNon Performing Assets disinvestment of quoted and unquoted investments. Yourcompany’s involved management network satisfied clientele quality manpower anddiligent internal control and cost control measures will enable your company to continueto report better performance in the coming years.

General:

Your Directors wish to place on record their gratitude to the Ministry of FinanceGovernment of India SEBI and Comptroller and Auditor General of India for their valuableguidance. Your Directors also wish to place on record their thanks to the Bankers of theCompany and their appreciation for the assistance support and guidance received fromIndian Bank and its Employees. Your Directors express their appreciation for thecontribution made by the Company's dedicated Employees. In conclusion your Directorsthank you the members of the company for your support and seek your continued patronagefor achieving better results.

For and on behalf of the Board of Directors
Place : Chennai A.S. Rajeev
Date : 05.05.2016 Director