To,

The Members,

The Directors have pleasure in presenting before you the 31st Annual Report of the Company together with the Audited Statement of Accounts and the Auditors Report for the year ended 31st March, 2022.

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 as was done in the previous financial years. During the current period the company has recovered Rs.3.25 lakhs from individual housing loans and ICD loan as against Rs. 6.00 lakhs during the previous year.

The net loss for the financial year 2021-22 is Rs. (12.93) lakhs as compared to a net loss of Rs.(18.87) lakhs in the previous financial year.

CAPITAL RESTRUCTURING

Government has introduced various schemes for encouraging the housing sector with a vision to provide house for all by year 2022.Infrastructure status was given to companies providing affordable housing.Interest subsidy for EWS/LIG, MIG - I and MiG -II segments are also made available under Prime Ministers Awas Yojana (PMAY) scheme for financing housing sector.

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 2022.

BOARD MEETINGS

The Board of Directors met six times on 22.04.2021, 12.07.2021,02.09.2021,12.10.2021 12.01.2022, and 10.03.2022 during the financial year 2021-22.

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).

COMPOSITION OF BOARD OF DIRECTORS.

Shri K Ramachandran , (DIN 08589628) Director has tendered his resignation as director from the Board of the Company on attaining age of superannuation as Executive Director of Indian Bank. The Board of Directors has accepted his resignation letter at 162nd Board Meeting with effect from 30.06.2021

Shri A. Rajaraman Managing Director (DIN: 08854134), had tendered his resignation as director from the Board of the Company consequent to his repatriation to Indian bank, parent entity of the company. The Board of Directors has accepted his resignation letter at 165th Board Meeting with effect from 30. 11.2021.

Shri MS Natarajan, (DIN 03029125) Non Executive Independent Director has tendered his resignation as director from the Board of the Company consequent to health and personal reasons. The Board of Directors has accepted his resignation letter at 167th Board Meeting with effect from 18. 01.2022.

On the recommendation of Nomination and Remuneration Committee Shri Imran Amin Siddiqui (DIN 09153707) is appointed as an Additional Director in the Company at 165th Board Meeting with effect from 12.10.2021.

As on 31.03.2022 board consists of the following Directors:

DISQUALIFICATION OF DIRECTORS.

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.

COMPLIANCE AUDIT BY C & AG FOR THE YEAR 2021-2022

The office of C & AG, Chennai conducted the accounts audit for the year 2021-2022. The Audit was conducted by Smt. K. Lakshmi, Senior Audit Officer, assisted by Shri. Saumyadeep Ghosh, Assistant Audit Officer & Shri Samrat Sarkar, Assistant Audit Officer. The six audit notes were issued by the officer of C& aG, for which the Company has sent the reply and on satisfaction C& AG officer has accepted our replies and dropped the audit notes and issued a 'NIL' comments certificate on the accounts of the company for the FY 2021-2022.

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.

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 and Nomination & Remuneration 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.

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 required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT 9 is annexed herewith and will get on www.indbankhousinglimited/investors/MGT9.

AUDITORS

The Auditors, M/s N.C. Rajagopal & Co, Chartered Accountants, Chennai were appointed by the office of the Comptroller and Auditor General of India, New Delhi in exercise of the powers conferred on them by section 139 of the Companies Act, 2013 as statutory auditors of the company for the financial year 2021-22.

Secretarial audit report in form MR3 as given by M/s. SPNP& Associates, Practising Company Secretary is annexed to this Report. 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 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 31.03.2022, which represents 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

There is no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control system provides reasonable assurance of recording the transactions of operations in all material aspects and providing protection against misuse or loss of company's assets.

RISK MANAGEMENT POLICY

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

PROHIBITION OF INSIDER TRADING POLICY (PIT)

It is mandatory in terms of the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, as amended from time to time (Regulations) for every company whose securities are listed on a stock exchange, to formulate and publish on its website a Code of Practices and Procedures for fair disclosure of unpublished price sensitive information (Code). The Code among other things also seeks to ensure timely and adequate disclosure of unpublished price sensitive information to the investor community by the Company to enable them to take informed investment decisions with regard to the Company's Securities.

CORPORATE SOCIAL RESPONSIBILTY POLICY

The company has loss during the financial year ending with 2021-22. Hence, the company does not fall within the criteria specified in section 135 of the Companies Act, 2013 making it mandatory for the company to contribute towards the corporate social responsibility.

RELATED PARTY TRANSACTIONS

The transactions with holding Company have not been disclosed in view of Para 9 of AS-18 and Para 25 of Ind AS-24. Related Party Disclosure: No disclosure is required in the financial statements of state-controlled enterprises as regards related party relationships with other state-controlled enterprises and transactions with such enterprises.

However, as per BSE Notice- 20210401-37, dated- 1st April 2021, All listed Companies shall comply the provisions under Regulation 23(9) of the SEBI(LODR) on disclosure of related party transactions.

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 2021-22.

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 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.

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. 3.00 lakhs plus GST for the year 2022-23 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 EMPLOYEE

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'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 National Housing Bank(NHB - Directions of 2010) as amended from time to time. The Company did not recognise income on NPAs and further created provisions for contingencies on standard as well as non-performing housing loans and property loans, in accordance with the National Housing Bank Directions.

GENERAL

The Directors also place on record their appreciation for the assistance, active support and guidance received from RBI, NHB, the sectoral regulator for housing finance, Indian Bank and its officers and staff. The Directors express their appreciation for the contribution of the employees of the company. The Board of Directors thank all the Shareholders for their patronage. Their continued patronage and support are of great encouragement to the company and will serve as a source of strength in all its future endeavours.