Directors Report of Indbank Merchant Banking Services Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting before you the Thirty Sixth Annual Report together with the Audited Statements of
Accounts for the year ended 31^st March, 2025
State of affiars of the Company 2024-2025
Results of Operations :

During the year, your company has earned a gross income of Rs.2680.88 lakhs as against Rs.2494.83 lakhs in the previous year.
Under Stock Broking, your company has a mix of institutional and individual clients and has achieved a turnover of Rs.15709.18
crores during the year as against Rs.12067.72 crores in the previous financial year. Your company also provides Depository services
to institutions and retail customers and has 91360 accounts under DP operations and 50319 accounts under broking operations.
Your company reported a net profit of Rs.828.28 lakhs during the year 2024-25 as against a net profit of Rs.886.37 lakhs in the
previous year as under:

Rs. Lakhs
Sl. No.	Particulars	FY2024-25	FY2023-24
	Revenue from Operations
1	Interest Income	626.51	475.94
	Dividend Income	1.49	1.93
	Rental Income	21.00	16.21
	Fees and commission Income	2010.62	1895.86
	Net gain on fair value changes	17.93	102.47
	Total Revenue from operations	2677.55	2492.41
2	Other Income	3.33	2.42
	Total Income (1 2)	2680.88	2494.83
3	Expenses
	Finance Costs	12.18	7.13
	Fees and commission expense	157.49	149.86
	Impairment on financial instruments	25.13	18.06
	Provisions and Write Offs	0.00	0.00
	Employee Benefits Expenses	897.50	836.77
	Depreciation, amortization and impairment	43.79	37.91
	Other expenses	394.86	279.84
	Total Expenses	1530.95	1329.57
4	Profit / (loss) before exceptional items and tax	1149.93	1165.26
5	Exceptional items	0.00	0.00
6	Profit/(loss) before tax	1149.93	1165.26
7	Tax Expense:
	(a) Current Tax	304.82	278.54
	(b) Current Tax -Previous years	12.19	(4.16)
	(c) Deferred Tax	(13.41)	87.01

Sl. No.	Particulars	FY2024-25	FY2023-24
	Profit / (loss) for the period from continuing operations	846.33	803.87
	Profit/(loss) from discontinued operations (After tax)	0.00	96.00
8	Profit/(loss) for the period	846.33	899.87
	Other Comprehensive Income
	Items that will not be reclassified to profit or loss
	(i) Re-measurement gains and (losses) on defined benefit obligations (net)	(24.12)	(18.04)
	(ii) Income tax relating to items that will not be reclassified to profit or loss	6.07	4.54
	Total Other Comprehensive Income (i) (ii)	(18.05)	(13.50)
	Total Comprehensive Income for the period	828.28	886.37
	Paid up equity share capital	4437.82	4437.82
	Earnings per equity share - Basic and Diluted	1.91	2.03

Dividend:

As your Company’s profits are not adequate and for the reserves to be ploughed back to improve the net worth, your Directors do not
recommend any dividend for the year 2024-25.

Board Meetings:

The Board of Directors met 8 times during the financial year, on 22.04.2024, 18.05.2024, 20.06.2024, 19.07.2024, 17.08.2024,
21.10.2024, 21.01.2025 and 28.03.2025. The meeting details are provided in the Corporate Governance report that forms part of this
Annual Report. The interval between any two meetings did not exceed 120 days, as prescribed by the Act.

Directors and Key Managerial Personnel:

Shri. Ashutosh Choudhury, (DIN: 09245804) Executive Director of Indian Bank has been appointed as Nominee Director of the
Company with effect from 20^th June 2024. Further, Shri V.A Prasanth (DIN: 07583586) and Smt. Padma. R (DIN: 09112490) were
appointed as Independent Directors with effect from 17^th August 2024.

Based on the declarations received from the Independent Directors, the Board is of the opinion that Shri V.A Prasanth and Smt. Padma.
R, Independent Directors fulfill the conditions specified in the Act and listing regulations and are independent of the Management.

Shri G R Sundaravadivel (DIN: 00353590) and Smt. Chitra Murali, (DIN: 06751105) Independent Directors, retired from the position
of Independent Directors upon completion of their term of appointment, (second term of five (5) consecutive years), from the closing
of business hours on 20^th September, 2024.

Their retirement was taken on record by the Board of Directors at its meeting held on 21.10.2024. The Board also recorded the
valuable services provided by them during their tenure as directors of the Company.

Retirement of Directors by rotation:

Shri Ashutosh Choudhury, Non-executive Nominee Director of the Company, who has been longest in the office since last appointment,
is subject to retire by rotation and being eligible, offers himself for re-appointment.

Transfer to reserves:

The accumulated profits of the pervious years has been carried over to the reserves and the ‘Reserves & Surplus’ of the Company
stands at Rs.4727.35 lakhs as on 31.03.2025.

Changes in the nature of business: The Company did not undergo any change in the nature of its business during the financial
year 2024-25.

Fixed deposits:

The Company has not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was
outstanding as of the Balance Sheet date.

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 the
said Section .

Subsidiary companies

Your Company has no subsidiary Companies as on March 31,2025.

Vigil Mechanism:

The Company has established a vigil mechanism called ‘Whistle-Blower Policy’ for eligible persons to report genuine concerns as per
the provisions of section 177(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 Corporate Governance Report and a copy of the Policy is 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.

Particulars of loans and investments by company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements.

Annual Return:

A copy of the Annual Return of the Company is placed in the website of the Company i.e., www.indbankonline.com under Investors
^ Annual Return.

Auditors:

For the financial year 2024-25, M/s. Brahmayya &Co, Chartered Accountants, Chennai was re- appointed as Statutory Auditors by the
Office of the Comptroller and Auditor General of India in exercise of the powers conferred on them by section 139 of the Companies
Act, 2013.

Auditors Observations in the Audit Report:

There was no observation in the Audit Report issued by the Statutory Auditors for the FY 2024-25.

Secretarial Audit:

M/s. SPNP & Associates, Practising Company Secretaries, was appointed as the Secretarial Auditors for the year 2024-25 by the
Board of Directors at its meeting held on 21.01.2025. A copy of Secretarial Audit Report in Form MR 3, issued by the Secretarial
Auditor for the FY 2024-25 is annexed to this Report and there were no adverse remarks in the said report.

Information as per Section 134 (3) (m) of the Companies Act, 2013

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

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

Material Changes and commitments, if any:

There were no material changes or commitments affecting the financial position of the Company that occurred between the end of the
financial year to which these financial statements relate and the date of this report.

Significant & Material orders passed by the Regulators:

There were 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.

Risk Management Policy:

The company has put in place the 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 SEBI and stock exchanges issued in this regard.

Corporate Social Responsibility Policy:

The company has put in place the Corporate Social Responsibility Policy in terms of Section 135 of the Companies Act, 2013. The
said policy is drawn up in terms of the section 135 and other relevant section/ rules of Companies Act 2013. The Annual Report
on CSR activities is annexed to the Board Report. CSR Policy of the Company is placed in the website of the Company i.e., www.
indbankonline.com under Policies and Procedures ^ Corporate Social Responsibility Policy.

Policy on criteria for determining qualifications, positive attributes and independence of a director, relating to the
remuneration for the directors, key managerial personnel and other employees:

The Nomination and Remuneration Committee of the Company pursuant to section 178 of the Companies Act, 2013, has formulated the
Nomination and Remuneration Policy which includes the criteria for determining qualifications, positive attributes and independence
of a director, remuneration of the directors, key managerial personnel and other employees. The said Policy of the Company is placed
in the website of the Company i.e., www.indbankonline.com under Policies and procedures ^ Nomination and Remuneration Policy.

Related Party Transactions:

During the year under review, the transactions with related parties under section 188 of the Companies Act, 2013 read with the
Companies (Meeting of Board and its Powers) Rules 2014 is annexed herewith in Form AOC 2.

Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

An Internal Complaints Committee (ICC) is constituted to redress complaints received regarding sexual harassment and discrimination
at work place.

During the year ended March 31, 2025, no complaints pertaining to sexual harassment / discrimination were received by the
Committee.

Management discussion and analysis report

The ‘Management Discussion and Analysis Report’ for the financial year under review is provided as a separate statement in the
Annual Report.

Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, an annual performance evaluation of
Board, Audit, Nomination & Remuneration and Stakeholders Relationship Committees was conducted by the Independent Directors
at their meeting held on 24^th March 2025. The performance evaluation of the Independent Directors was carried out by the entire
Board (Except by the director being evaluated) at its meeting held on 28^th March 2025. Additionally, the Independent Directors
also evaluated the performance of the President & Whole Time Director and the Non-Executive Nominee 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 of each Director to the median employee’s remuneration is given in Annexure 1.
Listing with Stock Exchanges:

The Company confirms that it has paid the annual listing fees for the year 2024-25 to NSE and BSE where the Company’s Shares are
listed.

Corporate Governance

Your Company has taken adequate steps to adhere to the provisions of Corporate Governance as per SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Secretarial Auditor of the company confirming the compliance with the conditions of Corporate Governance as
stipulated in SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 is enclosed with this report.

Other disclosures and affirmations:

Pursuant to the provisions of Rule 8 of Companies (Accounts) Rules, 2014, the Company affirms that:

i. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act,
2013, is not applicable for the Company.

ii. There were no proceedings, either filed by the Company or against the Company under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year under review.

iii. There was no instance of onetime settlement made by the Company.

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 limits prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules of the
Companies Act, 2013.

Details of Maternity Benefit under the ‘Maternity Benefit Act’, 1961

All eligible employees have been extended the statutory benefits prescribed under the Act and the Company declares that it has duly
complied with the provisions of the Maternity Benefit Act, 1961.

Outlook:

Your company will continue to focus its efforts to increase its activities under fee-based business in addition to concentrating on
recovery of over dues and reduction of Non-Performing Assets, disinvestment of quoted and unquoted investments. Your company’s
involved management network, satisfied clientele, quality manpower and diligent internal control and cost control measures will
enable your company to continue to report better performance in the coming years.

Acknowledgements:

Your Directors express their appreciation for the contribution made by the Company’s dedicated Employees.

Your Directors also wish to place on record their thanks to the Bankers of the Company and their appreciation for the assistance,
support and guidance received from Indian Bank and its Employees.

Your Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, SEBI, Stock Exchangers and
Comptroller and Auditor General of India for their valuable guidance.

In conclusion, your Directors thank, you, the members of the company for your support and seek your continued patronage for
achieving better results.

for and on behalf of Board of Directors
Indbank Merchant Banking Services Limited

Sd/- Sd/-

V. Haribabu Sunil Jain

President and Whole Time Director Nominee Director

DIN: 09523733 DIN: 09665264

Place: Chennai
Date: 18.07.2025

---

Mar 31, 2024

Your Directors have pleasure in presenting before you the Thirty Fifth Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2024.

Results of Operations and State of Affairs:

During the year, your company has earned a gross income of Rs.2494.83 lakhs as against Rs.1832.01 lakhs in the previous year. Under Stock Broking, your company has a mix of institutional and individual clients and has achieved a turnover of Rs.12067.72 crores during the year as against Rs.10720.50 crores in the previous financial year. Your company also provides Depository services to institutions and retail customers and has 81800 accounts under DP operations and 44990 accounts under broking operations.

Your company reported a net profit of Rs.886.37 lakhs during the year 2023-24 as against a net profit of Rs.337.30 lakhs in the previous year as under:

Rs. Lakhs
Sl. No.	Particulars	FY2023-24	FY2022-23
	Revenue from Operations
1	Interest Income	415.19	319.47
	Dividend Income	1.93	1.03
	Rental Income	16.21	4.05
	Fees and commission Income	1956.61	1590.59
	Net gain on fair value changes	102.47	(87.51)
	Total Revenue from operations	2492.41	1827.63
2	Other Income	2.42	4.38
	Total Income (1 2)	2494.83	1832.01
3	Expenses
	Finance Costs	7.13	88.90
	Fees and commission expense	149.86	114.10
	Impairment on financial instruments	18.06	21.73
	Provisions and Write Offs	0.00	0.00
	Employee Benefits Expenses	836.77	758.74
	Depreciation, amortization and impairment	37.91	37.13
	Others expenses	279.84	302.89
	Total Expenses	1329.57	1323.49
4	Profit / (loss) before exceptional items and tax	1165.26	508.52
5	Exceptional items	0.00	0.00
6	Profit/(loss) before tax	1165.26	508.52
7	Tax Expense:
	(a) Current Tax	278.54	168.22
	(b) Current Tax -Previous years	(4.16)	0.00
	(c) Deferred Tax	87.01	67.08

Sl. No.	Particulars	FY2023-24	FY2022-23
	Profit / (loss) for the period from continuing operations	803.87	273.22
	Profit/(loss) from discontinued operations (After tax)	96.00	77.00
8	Profit/(loss) for the period	899.87	350.22
	Other Comprehensive Income
	Items that will not be reclassified to profit or loss
	(i) Re-measurement gains and (losses) on defined benefit obligations (net)	(18.04)	(17.27)
	(ii) Income tax relating to items that will not be reclassified to profit or loss	4.54	4.35
	Total Other Comprehensive Income (i) (ii)	(13.50)	(12.92)
	Total Comprehensive Income for the period	886.37	337.30
	Paid up equity share capital	4437.82	4437.82
	Earnings per equity share - Basic and Diluted	2.03	0.79

Dividend:

As your Company’s profits are not adequate for the reserves to be ploughed back to improve the net worth, your Directors do not recommend any dividend for the year 2023-24.

Board Meetings:

The Board of Directors met 7 times during the year on 21.04.2023, 19.07.2023, 30.08.2023, 16.10.2023, 22.01.2024, 05.03.2024 and 22.03.2024. The meeting details are provided in the Corporate Governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

Directors and Key Managerial Personnel:

Shri. Satish Kumar Kalra (DIN 01952165) who was an Independent Director of the Company, resigned with effect from 29.02.2024. His resignation was consequent to his appointment as interim MD/CEO of North East Small Finance Bank Limited (NESFB) and RBI’s approval for the same was contingent upon his resignation from directorships he held in other companies. The Board of Directors recorded his resignation at its meeting held on 05.03.2024 and acknowledged the valuable services he rendered during his tenure as a director of the Company.

Shri Imran Amin Siddiqui, (DIN 09153707), the Nominee Director of the Company resigned from the directorship on 09.03.2024, following the completion of his term as Executive Director of Indian Bank. His resignation was taken on record by the Board of Directors at its meeting held on 22.03.2024. The Board also recorded the valuable services he provided during his tenure as a director of the Company.

Shri Devinder Kumar Singla (DIN: 01430327) has been appointed as an Independent Director by the Board of Directors at its meeting held on 22.03.2024.

He is a Practicing Chartered Accountant having more than 35 years of experience in auditing banks, government entities, public sector undertakings and other organizations.

Retirement of Directors by rotation:

Shri Sunil Jain, Non-executive Nominee Director of the Company, who has been longest in the office since last appointment, is subject to retire by rotation and being eligible, offers himself for re-appointment.

Transfer to reserves:

The accumulated profits of the pervious years has been carried over to the reserves and the Reserves & surplus stands at Rs.3899.09 lakhs as on 31.03.2024.

Changes in the nature of business: The Company did not undergo any change in the nature of its business during the FY 2023-24.

Fixed deposits:

We have not accepted any fixed deposits, including from the public, and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

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).

Subsidiary companies

Your Company has no subsidiary Companies as on March 31, 2024.

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 Regulation 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 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.

Particulars of loans & investments by company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Annual Return:

A copy of the Annual Return of the Company is placed in the website of the Company i.e., www.indbankonline.com under About us-Q Investors Annual Return.

Auditors:

For the financial year 2023-24, M/s. Brahmayya &Co, Chartered Accountants, Chennai was re- appointed as Statutory Auditors by the Office of the Comptroller and Auditor General of India in exercise of the powers conferred on them by section 139 of the Companies Act, 2013.

Auditors Observations in the Audit Report:

There was no observation in the Audit Report issued by the Statutory Auditors for the FY 2023-24.

Secretarial Audit:

M/s. SPNP & Associates, Practising Company Secretaries, was appointed as the Secretarial Auditors for the year 2023-24 by the Board of Directors at its meeting held on 22.03.2024. A copy of Secretarial Audit Report in Form MR 3, issued by the Secretarial Auditor for the FY 2023-24 is annexed to this Report and there were no adverse remarks in the said report.

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.

Material Changes and commitments, if any:

There were no material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year to which these financial statements relate and the date of this report.

Significant & Material orders passed by the Regulators:

There were 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.

Risk Management Policy:

The company has put in place the 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 SEBI and stock exchanges issued in this regard.

Corporate Social Responsibility Policy:

The company has put in place the Corporate Social Responsibility Policy in terms of Section 135 of the Companies Act, 2013. The said policy is drawn up in terms of the section 135 and other relevant section/ rules of Companies Act 2013. The Annual Report on CSR activities is annexed to the Board Report. CSR Policy of the Company is placed in the website of the Company i.e., www.indban-konline.com under About us-^ policies and procedures ^ Corporate Social Responsibility Policy.

Policy on criteria for determining qualifications, positive attributes and independence of a director, relating to the remuneration for the directors, key managerial personnel and other employees:

The Nomination and Remuneration Committee of the Company pursuant to section 178 of the Companies Act, 2013, has formulated the Nomination and Remuneration Policy which includes the criteria for determining qualifications, positive attributes and independence of a director, relating to the remuneration for the directors, key managerial personnel and other employees. The said Policy of the Company is placed in the website of the Company i.e., www.indbankonline.com under About us-^ policies and procedures ^ Nomination and Remuneration Policy.

Related Party Transactions:

During the year under review, the transactions with related party in Form AOC 2 under section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules 2014 is annexed herewith.

Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

An Internal Complaints Committee (ICC) is constituted to redress complaints received regarding sexual harassment and discrimination at work place.

During the year ended March 31, 2024, no complaints pertaining to sexual harassment / discrimination were received by the Committee.

Management discussion and analysis report

The ‘Management Discussion and Analysis Report’ for the financial year under review is provided as a separate statement in the Annual Report.

Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, an annual performance evaluation of Board, Audit, Nomination & Remuneration and Stakeholders Relationship Committees was conducted by the Independent Directors at their meeting held on 28th March 2024. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting held on 22nd March 2024. Additionally, the Independent Directors also evaluated the performance of the President & Whole Time Director and the Non-Executive Nominee Director. 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 of each Director to the median employee’s remuneration is enclosed as Annexure 1. Listing with Stock Exchanges:

Your Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE and BSE where the Company’s Shares are listed.

Corporate Governance

Your Company has taken adequate steps to adhere to the provisions of Corporate Governance as per SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Secretarial Auditor of the company confirming the compliance with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 is attached to this report.

Other disclosures and affirmations:

Pursuant to the provisions of Rule 8 of Companies (Accounts) Rules, 2014, the Company affirms that:

i. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable for the Company.

ii. There were no proceedings, either filed by the Company or against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

iii. There was no instance of onetime settlement made by the Company.

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 limits prescribed Under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules of the Companies Act, 2013.

Outlook:

Your company will continue to focus its efforts to increase its activities under fee-based business in addition to concentrating on recovery of over dues and reduction of Non-Performing Assets, disinvestment of quoted and unquoted investments. Your company’s involved management network, satisfied clientele, quality manpower and diligent internal control and cost control measures will enable your company to continue to report better performance in the coming years.

Acknowledgements:

Your Directors express their appreciation for the contribution made by the Company’s dedicated Employees.

Your Directors also wish to place on record their thanks to the Bankers of the Company and their appreciation for the assistance, support and guidance received from Indian Bank and its Employees.

Your Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, SEBI and Comptroller and Auditor General of India for their valuable guidance.

In conclusion, your Directors thank, you, the members of the company for your support and seek your continued patronage for achieving better results.

---

Mar 31, 2018

BOARD''S REPORT

To the Members,

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

Operations

During the year your company has earned a gross income of Rs. 1463.45 lakhs as againstRs.1715.44 lakhs in the previous year. Under Stock Broking your company has a mix of institutional and individual clients and has achieved a turnover of Rs. 7570.42 crores during the year as against Rs. 6091.17 crores previous financial year. Your company also provides Depository services to institutions and retail customers and has 30639 accounts under DP operations and 22238 accounts under broking operations.

Your company reported a net profit of Rs. 215.06 lakhs during the year 2017-18 as against a net profit of Rs.530.95 lakhs in the previous year as under:

_Rs. In lakhs_

Sl. No.	Rs. in Lakhs	FY 2017-18	FY 2016-17
1	Income from Fee based operations	1166.59	920.21
	Of which income from Stock Broking	1035.89	791.91
	DP	106.19	103.89
	Merchant Banking/Mutual Funds	24.51	24.41
2	Other income	296.85	795.22
3	Total income (1 2)	1463.44	1715.43
4	Employee Expenses	425.82	373.96
5	Other expenses	271.03	626.46
6	Interest Expenses	157.65	80.7
7	Depreciation	43.43	52.81
8	Provisions for NPAs/Write off	168.94	13.11
9	Total expenses (4 5 6 7 8)	1066.87	1147.04
10	Profit before exceptional items (3-9)	396.57	568.39
11	Prior period income/Exp	0.06	5.71
12	Profit before tax (10-11)	396.51	562.68
13	Current Tax	110.8	0
14	Deferred tax	4.83	0
15	Prior Year tax	58.84	29.01
16	Items reclassified as per IND-AS - re-measurement of the defined benefit plans	-6.98	-2.72
17	Net profit / Loss after tax (12-13-14-15 16)	215.06	530.95
18	EPS	0.48	1.2

Dividend

As your Company''s profits are not adequate and for the reserves to be ploughed back to improve the net worth, your Directors do not recommend any dividend for the year 2017-18.

Board Meetings:

The Board of Directors met four times during the year on 24.05.2017, 27.07.2017, 07.11.2017 & 29.01.2018.

Directors and Key Managerial Personnel:

Shri. P A Krishnan, General Manager, Indian Bank was co-opted as an Additional Director on the Board of the company (nominee of Indian Bank) with effect from 27.07.2017 in place of Shri.M Nagarajan, General Manager, Indian Bank, who resigned from the Board consequent to the nomination of Shri. P A Krishnan by Indian Bank

At the annual general meeting held on 27.09.2014 the existing Independent Directors i.e. Shri.T M Nagarajan, Shri. P M Venkatasubramanian, Shri. G R Sundaravadivel & Mrs. Chitra Murali were appointed as Independent Directors under the provisions of the Companies Act, 2013 for a fixed term of five years and they will hold the office till the conclusion of 30^th 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.

Ms. Deepthi S S, was appointed as Company Secretary & Compliance Officer w.e.f 24.05.2017 in place of Shri M S Vaidyanathan, who was relieved from the company with effect from 30.11.2016 on his retirement from the services of Indian Bank on superannuation. Ms. Deepthi S S, has resigned from the post of Company Secretary & Compliance Officer w.e.f 23.04.2018 due to personal reasons.

Shri Sujay K S, Chief Financial Officer has been appointed as the Compliance Officer of the Company till the appointment of a Company Secretary and Compliance Officer in place of Ms. Deepthi S S.

Shri Ashwini Kumar Bajpai, President & Whole Time Director (Deputy General Manager, Indian Bank on deputation to the Company) has been relieved from the company with effect from 30.06.2018 on his retirement from the services of Indian Bank on superannuation Your Directors place on record their appreciation for the valuable contributions made by Shri Ashwini Kumar Bajpai, Deputy General Manager, Indian Bank during his tenure as Director of the Company.

Retirement of Directors by rotation:

The Company''s Board consists of 4 Independent Directors who were appointed for a fixed term of 5 years, are not liable to retire by rotation as per Section 149(13) of the Companies Act, 2013. The Whole-time Director who was appointed for fixed tenure cannot retire by rotation.

At the Annual General Meeting, Shri P A Krishnan, Director retires by rotation and being eligible, offers himself for reappointment.

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).

Subsidiary companies

Your Company has no subsidiary Companies as on March 31, 2018.

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 Regulation 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 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

Particulars of loans & investments by company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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 B. Thiagarajan & Co., Chartered Accountants, Chennai was 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.

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 & Associates, Practicing Company Secretary is annexed to this Report.

C&AG Supplementary Audit

Comments of the Comptroller and Audit General of India under section 143 (6)(b) of the Companies Act 2013 on the Financial Statements of the Company for the year ended 31.03.2018 is annexed to this report.

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.

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.

Risk Management Policy:

The company has put in place the 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 SEBI and stock exchanges issued in this regard.

Corporate Social Responsibility Policy:

The company has put in place The Corporate Social Responsibility Policy in terms of Section 135 of the Companies Act, 2013.The said policy is drawn up in terms of the section 135 and other relevant section/ rules of Companies Act 2013. The Annual Report on CSR activities pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 which is to be included in the Board''s Report is enclosed as annexed herewith.

Related Party Transactions:

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

Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013:

An Internal Complaints Committee (ICC) is set up to redress complaints received regarding sexual harassment and discrimination at work place. During the year ended March 31, 2018, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place. Management discussion and analysis report

Management Discussion and Analysis Report of the Company for year under review as is given as a separate Statement in the Annual Report

Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 of 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 & Remuneration and Stakeholders Relationship Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the President & Whole Time Director 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 of 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 NSE and BSE where the Company''s Shares are listed.

Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down for Corporate Governance as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure 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, attached with 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.

Outlook:

Your company will continue to focus its efforts to increase its activities under fee-based business in addition to concentrating on recovery of over dues and reduction of Non-Performing Assets, disinvestment of quoted and unquoted investments. Your company''s involved management network, satisfied clientele, quality manpower and diligent internal control and cost control measures will enable your company to continue to report better performance in the coming years.

Acknowledgements:

Your Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, SEBI and Comptroller and Auditor General of India for their valuable guidance.

Your Directors also wish to place on record their thanks to the Bankers of the Company and their appreciation for the assistance, support and guidance received from Indian Bank and its Employees.

Your Directors express their appreciation for the contribution made by the Company''s dedicated Employees.

In conclusion, your Directors thank you, the members of the Company for your support and seek your continued patronage for achieving better results.

For and on behalf of the Board of Directors

A.S. Rajeev

Director

Place: Chennai

Date: 06.08.2018

---

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting before you the Twenty Seventh Annual Report together 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 against Rs.1047.78 lakhs in the previous year. Under Stock Broking your company has a mix of institutional and individual clients and has achieved a turnover of Rs.4913.25 crore during the year. Your company also provides Depository services to institutions and retail customers and has 44833 accounts under DP operations and 22732 accounts under broking operations.

Your company reported a net profit of Rs.275.52 lakhs during the year 2015-16 as 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
II I	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 any dividend for the year 2015-16.

Board Meetings:

The Board of Directors met four times during the year on 11.05.2015, 13.08.2015, 07.1 1.2015 & 06.02.2016.

Directors and Key Managerial Personnel:

Shri.Ashwini Kumar Bajpai, Deputy General Manager, Indian Bank was appointed as the President & Whole Time Director (nominee of Indian Bank on deputation) with effect from 04.01.2016 in place of Shri.Banabihari Panda General Manager, Indian Bank on deputation, who has resigned from the Board on his retirement from the services of Indian Bank consequent to his attaining superannuation on 30.1 1.2015.

Shri S Krishnan, Director has resigned from the Board consequent to nomination of Shri A S Rajeev, Executive Director, Indian Bank as a Director in his place on 10.03.2016. His resignation was taken on record by the Board on 28.03.2016. Shri A S Rajeev, Executive Director, Indian Bank was co-opted as additional Director on the Board on 28.03.2016.

At the annual general meeting held on 27.09.2014 the existing Independent Directors i.e. Shri T M Nagarajan, Shri P M Venkatasubramanian, Shri G R Sundaravadivel & Mrs. Chitra Murali were appointed as Independent Directors under the provisions of the Companies Act, 2013 for a fixed term of five years and they will hold the office till the conclusion of 30^th 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.Banabihari Panda, General 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 a fixed term of 5 years, are not liable to retire by rotation as per Section 149(13) of the Companies Act, 2013. The Whole-time Director who was appointed for fixed tenure cannot retire by rotation. The other Director who is a nominee of Indian Bank was appointed as an Additional Director by the Board on 28.03.2016. He will hold office of Directorship until the ensuing Annual General Meeting and his appointment as Director is placed before the ensuing 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 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 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 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 Regulation 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 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 A V Deven & Co., Chartered Accountants, Chennai was 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 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 & Associates, Practicing Company Secretary is annexed to this Report.

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.

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.

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 SEBI and stock exchanges issued in this regard.

Corporate Social Responsibility Policy:

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

Related Party Transactions:

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

Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 of 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 & Remuneration and Stakeholders Relationship Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the President & Whole Time Director 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 of each Director to the median employee''s remuneration are enclosed as Annexure I.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE 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 for Corporate Governance as per SEBI (Listing Obligations and Disclosure Requirements), Regulations 20I5. A report on Corporate Governance is included as a part of this Annual Report Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements), Regulations 20I5 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 limits prescribed Under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules of the Companies Act, 2013.

Outlook:

Your company will continue to focus its efforts to increase its activities under fee-based business in addition to concentrating on recovery of over dues and reduction of Non Performing Assets, disinvestment of quoted and unquoted investments. Your company''s involved management network, satisfied clientele, quality manpower and diligent internal control and cost control measures will enable your company to continue to report better performance in the coming years.

General:

Your Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, SEBI and Comptroller and Auditor General of India for their valuable guidance.

Your Directors also wish to place on record their thanks to the Bankers of the Company and their appreciation for the assistance, support and guidance received from Indian Bank and its Employees.

Your Directors express their appreciation for the contribution made by the Company''s dedicated Employees.

In conclusion, your Directors thank you, the members of the company for your support and seek your continued patronage for achieving better results.

For and on behalf of the Board of Directors

Place : Chennai A.S. Rajeev

Date : 05.05.20I6 Director

---

Mar 31, 2015

To the Members,

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

Operations

During the year your company has earned a gross income of Rs. 1047.78 lakhs as against Rs. 744.62 lakhs in the previous year. Under Stock Broking your company has a mix of institutional and individual clients and has achieved a turnover of Rs. 6082.73 crore during the year. Your company also provides Depository services to institutions and retail customers and has 43928 accounts under DP operations and 21293 accounts under broking operations.

Your company reported a net profit of Rs.498.80 lakhs during the year 2014-15 as against a net profit of Rs.30.02 lakhs in the previous year as under:

Rs. In lakhs Particulars 2014-15 2013-14

I Revenue from Operations 859.89 608.26

II Other Income 186.73 136.36

Interest on Income tax refund due 1.16 0.00

III Total Revenue 1047.78 744.62

IV EXPENSES " "

Employee Benefit expenses 352.59 321.18

Depreciation & Amortization expenses 69.29 67.11

Finance Cost 3.27 4.39

Interest on Income tax refund - Excess i nt reversed 0.00 9.42

Interest on excess IT refund 25.76 0.00

Other Expenses 216.94 221.83

Bad debts written off 14.93 3.89

Total expenses 682.78 627.82

Profit Before Provisions , prior period adjustments and Tax 365.00 116.80

Provisions made 56.50 12.66

Reversal of Provisions (55.30) (6.82)

V Profit Before prior period adjustments and Tax 363.80 110.96

VI Prior Period adjustments 0.00 0.83

VII Profit Before Tax 363.80 110.13

VIII Tax Expenses - Current 0.00 0.00

- Deferred 98.47 1.37

- Prior years (6.84) 0.00

IX PROFIT/(LOSS) for the period from continuing operations 272.17 108.76

X PROFIT/(LOSS) for the period from discontinuing operations 226.63 (78.74)

XI Tax expenses of discontinuing operations 0.00 0.00

XU PROFIT/(LOSS) from discontinuing operations after tax 226.63 (78.74)

XUI PROFIT/(LOSS) for the period 498.80 30.02

XIV Add: Balance brought forward from Previous Year (268.49) (298.51)

Addl. Depreciation to comply with Companies Act, 2013 (39.02) 0.00

XV Balance carried to Balance Sheet 191.29 (268.49)

XVI Earnings Per Share - Basic & Diluted 1.12 0.07

Dividend

After adjusting the profits of the year against the brought forward loss and additional depreciation to comply with the requirements of the Companies Act, 2013, your company is left with Rs.191.29 lakhs which need to be ploughed back to improve the net worth. Hence your Directors do not recommend any dividend for the year 2014-15.

Board Meetings

The Board of Directors met five times during the year on 23.04.2014, 09.08.2014, 20.10.2014, 07.02.2015 & 28.03.2015.

Directors and Key Managerial 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 his place Indian Bank has nominated Shri K 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 annual general meeting held on 27.09. 2014 as Director liable to retire by rotation. Shri. K Udaya Bhaskara Reddy has resigned from the Board, consequent to his transfer to Kolkata as Zonal Manager, on 23.05.2015. Shri.B Raj Kumar 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 on the Board as Additional Directors at its meeting held on 13.08.2015.

At the annual general meeting held on 27.09.2014 the existing Independent Directors i.e. Shri T M Nagarajan, Shri P M Venkatasubramanian, Shri G R Sundaravadivel & Mrs. Chitra Murali were appointed as Independent Directors under the provisions of the Companies Act, 2013 for a fixed term of five years and they will hold the office till the conclusion of 30th 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 Raj Kumar, Executive Director, Shri. K Udaya Bhaskara Reddy, General Manager, Shri G. Rajeevan Pillai, General Manager during their tenure as Directors of the Company.

To comply with the requirements of the Companies Act, 2013, Shri K S Sujay, Officer on deputation from Indian Bank to the company was appointed as Chief Financial Officer.

Retirement of Directors by rotation:

The Company's Board consists of 4 Independent Directors who were appointed for a fixed term of 5 years, are not liable to retire by rotation as per Section 149(13) of the Companies Act, 2013. The Whole-time Director who was appointed for 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 office of Directorship until the ensuing Annual General Meeting and their appointment as Directors is placed before the ensuing 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 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 of Audit Committee:

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

Name of the Director Category Position

Shri T M Nagarajan Independent Director Chairman of the committee

Shri P M Venkatasubramanian Independent Director Member

Shri G R Sundaravadivel Independent Director Member

Smt Chitra Murali Independent Director Member

Shri K Udaya Bhaskara Reddy* Nominee of Indian Bank Member

Shri V Gopal # Nominee of Indian Bank Member

* upto 23.05.2015

# from 13.08.2015

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 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 A V Deven & 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 2014-15.

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 & Associates, Practising Company Secretary is annexed to this Report.

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.

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.

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 SEBI and stock exchanges issued in this regard.

Corporate Social Responsibility Policy:

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

Related Party Transactions:

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

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 Stakeholders Relationship Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the President & Whole Time Director 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 of each Director to the median employee'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 2015-2016 to NSE 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 in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report Certificate from the Statutory Auditors of the company 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, is attached with 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.

Outlook:

The cost control and monitoring measures initiated in the previous years coupled with improved performance in the broking areas due to the revival of capital market and recovery in some NPA accounts have resulted in substantial jump in net profit. Your company will continue to focus its efforts to increase its activities under fee-based business in addition to concentrating on recovery of overdues and reduction of Non Performing Assets, disinvestment of quoted and unquoted investments. Your company's involved management network, satisfied clientele, quality manpower and diligent internal control and cost control measures will enable your company to continue to report better performance in the coming years. General:

Your Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, SEBI and Comptroller and Auditor General of India for their valuable guidance.

Your Directors also wish to place on record their thanks to the Bankers of the Company and their appreciation for the assistance, support and guidance received from Indian Bank and its Employees.

Your Directors express their appreciation for the contribution made by the Company's dedicated Employees.

In conclusion, your Directors thank you, the members of the company for your support and seek your continued patronage for achieving better results.

For and on behalf of the Board of Directors

Place: Chennai V Gopal Banabihari Panda Date: 13-08-2015 Director President & Whole Time Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Statement of Accounts of the Company for the Year ended March 31,2014.

Business of the Company Operations

During the year your company has earned a gross income of Rs. 744.62 lakhs as against Rs. 703.36 lakhs in the previous year. Under Stock broking your company has a mix of Institutional and individual clients and has achieved a turnover of Rs. 3894.14 crore during the year. Your company also provides Depository services to Institutions and retail customers and has 42972 accounts under DP operations and 19343 under broking operations.

Your company has reported a net profit of Rs.30.02 lakhs during the year 2013-14 as against a net profit of Rs. 72.94 lakhs in the previous year as under.

Financial Results Rs. in lakhs

Particulars 2013-14 2012-13

I Revenue from Operations 608.26 524.53

II Other Income 136.36 128.74

Interest on Income tax/interest tax refund due 0.00 50.08

III Total Revenue 744.62 703.35

IV EXPENSES

Employee Benefit expenses 321.18 335.55

Depreciation & Amortization expenses 67.11 70.85

Finance Cost 4.39 0.63

Interest on Income tax refund - Excess int reversed 9.42 0.00

Other Expenses 221.83 307.43

Bad debts written off 3.89 8.44

Provisions made 12.66 11.60

Reversal of Provisions (6.82) (19.58)

Total expenses 633.66 714.92

V Profit Before Exceptional and Extraordinary items and Tax 110.96 (11.57)

VI Exceptional Items 0.00 0.00

VII Prior Period adjustments 0.83 42.86

VIII Profit Before Extraordinary Items and Tax 110.13 31.29

IX Extraordinary Items 0.00 0.00

X PROFIT/(LOSS) BEFORE TAX 110.13 31.29

XI Tax Expenses - Current 0.00 0.00

- Deferred 1.37 29.35

XII PROFIT/(LOSS) for the period from continuing operations 108.76 1.94

XIII PROFIT/(LOSS) for the period from discontinuing operations (78.74) 71.00

XIV Tax expenses of discontinuing operations 0.00 0.00

XV PROFIT/(LOSS) from discontinuing operations after tax (78.74) 71.00

XVI PROFIT/(LOSS) for the period 30.02 72.94

XVII Add: Balance brought forward from Previous Year (298.51) (371.45)

XVIII Less: Transferred from General Reserves 0.00 0.00

XIX Balance carried to Balance Sheet (268.49) (298.51)

XX Earnings Per Share - Basic & Diluted 0.07 0.16

Dividend

After adjusting the profits for the year against the carried forward loss there is no profit. Hence, your Directors do not recommend any dividend for the year.

Board of Directors

Shri Rajeev Rishi, Director, nominee of Indian Bank resigned from the Board with effect from 29.06.2013 consequent to his appointment as Chairman & Managing Director of Central Bank of India.

Shri B Rajkumar, Executive Director, Indian Bank was Co-opted as a Director (nominee of Indian Bank) on the Board with effect from 29.06.2013.

Shri N Eswaran, Director, nominee of Indian Bank resigned from the Board with effect from 29.06.2013 consequent to his retirement from the services of Indian Bank on attaining superannuation on 31.05.2013.

Shri G Rajeevan Pillai, General Manager, Indian Bank was Co-opted as a Director (nominee of Indian Bank) on the Board with effect from 29.06.2013 and resigned from the Board consequent to his retirement from the services of Indian Bank on his attaining superannuation on 31.05.2014. His resignation was taken on record by the Board on 09.08.2014. In his place, Indian Bank has nominated Shri K Udaya Bhaskara Reddy, General Manager, Indian Bank and he was co-opted as an additional Director at the meeting held on 09.08.2014. He will be appointed as Director at the ensuring Annual General Meeting as Director liable to retire by rotation.

Your Directors also wish to place on record the quality contribution and valuable guidance of Shri Rajeev Rishi, Shri N Eswaran and Shri G Rajeevan Pillai during their tenure as Directors of the company.

Shri G R Sundaravadivel and Mrs. Chitra Murali were Co-opted as Independent Directors on the Board with effect from 20.11.2013 and they hold office up to the date of the ensuing Annual General Meeting.

All the four Independent Directors ie., Shri T M Nagarajan, Shri P M Venkatasubramanian, Shri G R Sundaravadivel and Mrs. Chitra Murali will be appointed at the ensuing annual general meeting for a fixed term of 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 thereunder and are independent of the management.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standard has been followed along with proper explanation relating to 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 or loss of the Company for the year under review.

c) The Directors have taken proper and sufficient care 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.

d) The Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

Auditors

The provisions of Section 619 (2) of the Companies Act, 1956 being applicable to the Company, the Comptroller and Auditor General of India has appointed M/s A V Deven & Co., Chartered Accountants, Chennai as the auditors of the Company for the year 2013-14.

Auditors'' observations in the Audit report

With reference to the observations of the Auditors in the Audit report in respect to note No. 27 of Notes on Accounts regarding non consideration of liability towards interest claim of Rs. 897.48 lakhs under right of recompense on settled borrowings availed earlier from Indian Bank, the holding company, the note is 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.

Particulars of Employees

Details required under Section 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 regarding particulars of employees drawing remuneration of more than Rs. 2,00,000/- per month: Nil.

Report on Corporate governance

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Outlook

With the relocation of stock broking terminals within Indian Bank branches, your Company will have savings in administrative cost, in addition to the potential business opportunities available to your Company. Your company will continue to focus its efforts to increase its activities under fee-based business in addition to concentrating on recovery of overdues and reduction of Non Performing Assets, disinvestment of quoted and unquoted investments. Your company''s involved management network, satisfied clientele, quality manpower and diligent internal control and cost control measures will enable your company to continue to report better performance in the coming years.

General

Your Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, SEBI, Comptroller and Auditor General of India and the Reserve Bank of India for their valuable guidance.

Your Directors also wish to place on record their thanks to the Bankers of the Company and their appreciation for the assistance, support and guidance received from Indian Bank and its Employees.

Your Directors express their appreciation for the contribution made by the Company''s Employees.

In conclusion, your Directors thank you, the members of the company for your support and seek your continued patronage for achieving better results.

For and on behalf of the Board of Directors

Place: Chennai B Raj Kumar Date: 09.08.2014 Director

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Statement of Accounts of the Company for the Year ended March 31, 2011.

Business of the Company

Geographical Expansion

Your company during the current year has opened new branch offices at Tenkasi and Vijayawada, increasing the number of branch offices to 24. In additions to branches your company has 33 CTCL terminals in various places. With this your company has presence in 57 locations across the country as part of its efforts to increase its reach and distribution network.

Operations

During the year your company has earned a gross income of Rs.658.02 lakhs from operations as against Rs.2357.43 lakhs in the previous year. Under Stock broking your company has a mix of Institutional and individual clients and has achieved a turnover of Rs.4209.15 crore during the year. Your company also provides Depository services to Institutions and retail customers and has 24530 accounts under DP operations and 15524 under broking operations.

Your company has reported a net loss before tax of Rs.859.77 lakhs during the year 2010-11 as against a net profit before tax of Rs.230.25 lakhs in the previous year.

Financial Results

Year Ended Previous Year Ended

31.03.2011 31.03.2010

Income from Operations 658.01 1914.11

Reversal of Provisions (Net) 0.00 443.32

Total Income 658.01 2357.43

Administrative/Operating Expenses 818.43 767.57

Depreciation 91.79 109.61

Finance Charges 250.00 1250.00

Provisions made/reversals (Net) 357.56 0.00

Total Expenses 1517.78 2127.18

Profit/(Loss) Before Tax (859.77) 230.25

Provision for Tax - Deferred (Net) 132.88 395.53

Profit/(Loss) AfterTax (992.65) (165.28)

Balance brought forward from previous year 110.03 275.31

Less: Transferred from General Reserve 500.00 0.00

Balance carried forward to Balance Sheet (382.61) 110.03

Earnings per share (in Rs) (2.24) (0.37)

Dividend

In view of the loss recorded during the year after tax, your Directors do not recommend any dividend for the year.

Board of Directors

Shri Anup Sankar Bhattacharya, Director, nominee of Indian Bank resigned from the Board with effect from 09.10.2010 consequent to his appointment as Chairman & Managing Director of Bank of Maharashtra.

Shri V Rama Gopal, Executive Director, Indian Bank was Co-opted as a Director (nominee of Indian Bank) on the Board with effect from 09.10.2010 and he holds office upto the date of the Annual General Meeting. Notice has been received from a member of the company for the appointment of Shri V Rama Gopal as Director U/s 257 of the Companies Act, 1956, who being eligible has offered himself for appointment.

Shri Sri Ramanan, Director, nominee of Indian Bank resigned from the Board with effect from 28.01.2011 consequent to his retirement from the services of Indian Bank.

Shri R Ravi, General Manager, Indian Bank was Co-opted as a Director (nominee of Indian Bank) on the Board with effect from 28.1.2011 and he holds office upto the date of the Annual General Meeting. Notice has been received from a member of the company for the appointment of Shri R Ravi as Director U/s 257 of the Companies Act, 1956, who being eligible has offered himself for appointment.

At the Annual General Meeting, Shri T M Nagarajan, and Shri P V Rajaraman, Directors retire by rotation and being eligible offers themselves for reappointment.

At the Annual General Meeting,

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards had been followed along with proper explanation relating to 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 or loss of the Company for the year under review.

c) The Directors had taken proper and sufficient care 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.

d) The Directors had prepared the accounts for the financial year ended 31 st March 2011 on a going concern basis.

Auditors

The provisions of Section 619 (2) of the Companies Act, 1956 being applicable to the Company, the Comptroller and Auditor General of India has appointed M/s Raman Associate, Chartered Accountants, Chennai as the auditors of the Company for the year 2010-11.

Auditors' observations in the Audit report

With reference to the observations of the Auditors in the Audit report in respect of note no: 10 of notes on accounts regarding non consideration of liability towards interest claim of Rs.897.48 lakhs under right of recompense on settled borrowings availed earlier from Indian Bank, holding company, note is self explanatory.

Particulars of Employees

Details required under Section 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 regarding particulars of employees drawing remuneration of more than Rs.2,00,000/- per month: Nil.

Report on Corporate governance

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report

Outlook

Indian Bank has accorded approval for merger of Indian Bank DP with your company's DP in accordance with the NSDL Regulations. NSDL has accorded their approval for the same subject to following the procedures laid down under their regulations. Accordingly, in coordination with Indian Bank, DP Controlling office, your company has taken steps to complete all the procedures and expect the DP accounts of Indian Bank to be merged with your company's DP by end of the first quarter of 2011 -12. This would enable your company to increase business further and render value added service to all the DP account holders of Indian Bank.

Your company will continue to focus its efforts to increase its activities under fee-based business in addition to concentrating on recovery of overdues and reduction of Non Performing Assets, disinvestment of quoted and unquoted investments. Your company's network, satisfied clientele, quality manpower and stringent cost control measures will enable your company to continue to report better performance in the coming years.

General

Your Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, SEBI, Comptroller and Auditor General of India and the Reserve Bank of India for their valuable guidance.

Your Directors also wish to place on record their thanks to the Bankers of the Company and their appreciation for the assistance, support and guidance received from Indian Bank and its Employees.

Your Directors express their appreciation for the contribution made by the Company's Employees.

In conclusion, your Directors thank you, the shareholders of the company for your support and seek your continued support and patronage for achieving better results.

For and on behalf of the Board of Directors

V Rama Gopal Chairman

Place : Chennai Date : 18.04.2011

---

Mar 31, 2010

The company has reported a net profit before tax of R.s.230.25 iakhs during the year 2009-10 as against a net loss before tax of Rs.33.23 lakhs in the previous year.

Financial Results Year Ended Previous Year Ended 31.03.2010 31.03.2009 Rs.Lakhs Income from Operations 1914.11 980.91 Interest on refund from Income tax 0.00 111.63 Reversal of Provisions (Net) 443.32 0.00 Total Income 2357.43 1092.54 Administrative/Operating Expenses 767.57 582.56 Depreciation 109.61 126.63 Finance Charges 1250.00 0.00 Provisions made/reversals (Net) 0.00 416.58 Total Expenses 2127.18 1125.77 Profit/(Loss) Before Tax 230.25 (33.23) Provision for Tax - Fringe Benefit Tax 0.00 3.69 Provision for Tax - Deferred (Net) 395.53 633.73 Provision for Tax - Pertaining to earlier years 0.00 51.95 Profit/(Loss) After Tax (165.28) (722.60) Balance brought forward from previous year 275.31 1387.31 Proposed dividend (Re.0.75 per share) 0.00 332.84 Corporate dividend tax 0.00 56.56 Balance carried forward to Balance Sheet 110.03 275.31 Earnings per share (in Rs) (0.37) (1.63)

Dividend

In view of the loss recorded during the year after tax, your Directors do not recommend any dividend for the year.

Board of Directors

Shri A Subramanian, Director, a nominee of Indian Bank resigned from the Board on 15.07.2009 consequent to his retirement from the services of Indian Bank.

Shri Anup Sankar Bhattacharya, Executive Director, Indian Bank was Co-opted as a Director on the Board with effect from 15.07.2009.

Shri P V Rajaraman,(lAS) Retd., was co-opted as a Director on the Board with effect from 15.07.2009.

Shri M K Narayanan, Director resigned from the Board on28.01.2010 consequent to his appointment as Honourable Governor of West Bengal.

Shri. P M Venkatasubramanian (former Managing Director GIC) was co opted as a director on the Board with effect from 16.04.2010.

Shri P N Patel, President & Wholetime Director vacated office on 28.4.2010 consequent to his retirement from the services of Indian Bank on 30.04.2010

Shri G Rangaraian, Deputy General Manager, Indian Bank was appointed as President & Wholetime Director of the

company from 28.04.2010 to 31.05.2014.

At the Annual General Meeting, Shri Anup Sankar Bhattacharya and Shri Sri Ramanan, Directors retire by rotation and being eligible offers themselves for reappointment. Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards had been followed along with proper explanation relating to 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 or loss of the Company for the year under review.

c) The Directors had taken proper and sufficient care 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.

d) The Directors had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Auditors

The provisions of Section 619(2) of the Companies Act, 1956 being applicable to the Company, the Comptroller and Auditor General of India has appointed M/s Raman Associate, Chartered Accountants, Chennai as the auditors of the Company for the year 2009-10.

Auditors observations in the Audit report

With reference to the observations of the Auditors in the Audit report in respect of note no. 10 of notes on accounts regarding non consideration of liability towards interest claim of Rs. 1147.48 lakhs under right of recompense on settled borrowings availed earlier from Indian Bank, holding company, note is self explanatory.

Particulars of Employees

Details required under Section 217 (2A) of The Companies Act. 1955 read with Companies (Particulars of Employees) Rules 1975 regarding particulars of employees drawing remuneration of more than Rs.2.00.000/- per month: Nil.

Report on Corporate governance

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report

Outlook

Your company is engaged in Merchant Banking, Stock Broking, Depository Participant and allied activities. Your company is a member of NSE. BSE, MSE and OTCEI and registered with NSDL as a Depository Participant. Your company is also registered with Association of Mutual Funds of India (AMFI) for distribution of Mutual Fund products. The outlook of players in the Securities Market are always linked to the growth of the economy primarily growth in capital market conditions. The Capital markets have been conducive in the year 2009 -10 for the market intermediaries and the trend indicates favourable market conditions in the current year also.

Your company will continue to focus its efforts to increase its activities under fee-based business in addition to concentrating on recovery of overdues and reduction of Non Performing Assets, disinvestment of quoted and unquoted investments. Your companys network, satisfied clientele, quality manpower and stringent cost control measures will enable your company to continue to report better performance in the coming years.

General

Your Directors wish to place on record their gratitude to the Ministry of Finance, Government of India, SEBI, Comptroller and Auditor General of India and the Reserve Bank of India for their valuable guidance.

Your Directors also wish to place on record their thanks to the Bankers to the Company and their appreciation for the assistance, support and guidance received from Indian Bank and its Employees.

Your Directors express their appreciation for the contribution made by the Companys Employees.

In conclusion, your Directors thank you, the shareholders of the company for your support and seek your continued support and patronage for achieving better results.

For and on behalf of the Board of Directors Place: Chennai Anup Sankar Bhattacharya Date: 28.04.2010 Chairman