Your Directors have pleasure in presenting before you the Thirty Sixth Annual Report together with the Audited Statements of
Accounts for the year ended 31st 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:
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Rs. Lakhs
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Sl. No.
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Particulars
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FY2024-25
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FY2023-24
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Revenue from Operations
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|
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1
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Interest Income
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626.51
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475.94
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Dividend Income
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1.49
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1.93
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Rental Income
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21.00
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16.21
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Fees and commission Income
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2010.62
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1895.86
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Net gain on fair value changes
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17.93
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102.47
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Total Revenue from operations
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2677.55
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2492.41
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2
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Other Income
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3.33
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2.42
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Total Income (1 2)
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2680.88
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2494.83
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3
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Expenses
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Finance Costs
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12.18
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7.13
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Fees and commission expense
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157.49
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149.86
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Impairment on financial instruments
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25.13
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18.06
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Provisions and Write Offs
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0.00
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0.00
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Employee Benefits Expenses
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897.50
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836.77
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Depreciation, amortization and impairment
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43.79
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37.91
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Other expenses
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394.86
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279.84
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Total Expenses
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1530.95
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1329.57
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4
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Profit / (loss) before exceptional items and tax
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1149.93
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1165.26
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5
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Exceptional items
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0.00
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0.00
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6
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Profit/(loss) before tax
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1149.93
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1165.26
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7
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Tax Expense:
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(a) Current Tax
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304.82
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278.54
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(b) Current Tax -Previous years
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12.19
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(4.16)
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(c) Deferred Tax
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(13.41)
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87.01
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Sl. No.
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Particulars
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FY2024-25
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FY2023-24
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Profit / (loss) for the period from continuing operations
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846.33
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803.87
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Profit/(loss) from discontinued operations (After tax)
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0.00
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96.00
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8
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Profit/(loss) for the period
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846.33
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899.87
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Other Comprehensive Income
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Items that will not be reclassified to profit or loss
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(i) Re-measurement gains and (losses) on defined benefit obligations (net)
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(24.12)
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(18.04)
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(ii) Income tax relating to items that will not be reclassified to profit or loss
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6.07
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4.54
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Total Other Comprehensive Income (i) (ii)
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(18.05)
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(13.50)
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Total Comprehensive Income for the period
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828.28
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886.37
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Paid up equity share capital
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4437.82
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4437.82
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Earnings per equity share - Basic and Diluted
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1.91
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2.03
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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 20th June 2024. Further, Shri V.A Prasanth (DIN: 07583586) and Smt. Padma. R (DIN: 09112490) were
appointed as Independent Directors with effect from 17th 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 20th 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 24th 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 28th 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
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