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_

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