BOARD'S REPORT

To the Members,

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

Performance of the Company:

The Company is continuously making efforts for recovery of the non-performing assets as was done in the previous financial years. During the current period the company has recovered Rs. 137.31 lakhs from individual housing loans and ICD loans as against Rs.183.72 lakhs during the previous year. The net profit for the financial year 2017-18 is Rs.178.00 lakhs when compared to a net loss of Rs. 1124.48 lakhs in the previous financial year.

The entire Term Loans from Indian Bank including interest accumulated thereon outstanding as on 31.03.2017 is convertible into Funded Interest Term Loan (FITL) with no interest from 01.04.2017 (previous year interest charged @ 10.41 %) and right of recompense available to the bank.

Capital Restructuring:

The various Government initiatives for encouraging the housing sector with a vision to provide house for all by year 2022, like giving infrastructure status to companies providing affordable housing, the availability of interest subsidy for EWSjLIG, MIG - I and MIG -II segments under Prime Ministers Awas Yojana (PMAY) scheme, etc are making financing housing sector promising with immense opportunities. To take advantage of the situation, the company has proposed to carryout capital restructuring as approved by Indian Bank, Promoter and Lender, by way of Restructuring the entire term loan outstanding amount Rs.129.00 crores as Funded Interest Term Loan (FITL) with Nil interest from 01.04.2017 and to subsequently convet the FITL into non-cumulative compulsorily convertible preference shares (CCPS) for a period of 20 years at a coupon rate of 0.001%, subject to getting necessary approvals.

Dividend

In view of the accumulated losses and also to augment resources for the ongoing restructuring exercise the Board of Directors have not recommended any dividend for the financial year ended 31st March 2018.

BOARD MEETINGS:

The Board of Directors met five times on 24.05.2017, 27.07.2017, 10.08.2017, 07.11.2017 and 29.01.2018 during the financial year 2017-18.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year 2017-18 the following changes have taken place in the Board of Directors of your company:

Smt.Rajeswari. S was inducted into the Board of the company as an additional director in the capacity of Independent Woman Director with effect from 07.11.2017. She was also included as member of the reconstituted Audit Committee of the company. She will be appointed as an Independent Director in the ensuing annual general meeting.

Shri A Damodaran has resigned from the Board on 16.04.2018 as Director clue to mobility constraints.

Your directors place on record their appreciation for the valuable service rendered by Shri A Damodaran during his tenure as Director of the company.

The following are the Key Managerial Persons of the company:

The financial performance of the company is highlighted as follows:___________________________Rs.in Lakhs

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 the criteria of Independence as laid down in Section 149(6).

COMPOSITION OF AUDIT COMMITTEE:

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

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination 81 Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

VIGIL MECHANISM:

The Company has established a vigil mechanism called Whistle-blower Policy for its directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Regulations 22 of SEBI (LODR) Regulations 2015. The details of the Whistle-blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company

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 have been followed along with proper explanation relating to material departures;

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

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT 9 is annexed herewith.

AUDITORS:

The Auditors, Mi's Anand 81 Ponnappan, 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 2017-18.

SECRETARIAL AUDIT:

Secretarial audit report in form MR3 as given by M/s. P Sriram & Associates, Practising Company Secretary is annexed to this Report as annexure

QUALIFICATIONS IN AUDIT REPORTS

There is no qualification in auditors' report. However, observations are made by the Auditors in their Report and Notes on Accounts, observations made are self-explanatory. Information as per section 134 (3) (m) of the Companies Act 2013:

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

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

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company suspended accepting deposits from public since 1998. The company has taken efforts to identify and repaid all deposits including unclaimed deposits. The total amount of fixed deposits matured and remaining unclaimed with the Company as on March 31, 2018 was Rs.6.33 lakhs pending disposal in terms of Court orders. The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

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

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

RISK MANAGEMENT POLICY:

The company has put in place Risk Management Policy commensurate with the type and size of operations and risk perception. The said policy is

drawn up based on the guidelines of NHB issued in this regard.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The company has earned net profit during the financial year ending with 2017-18. However, the company does not fall within the criteria specified in the section 135 of the Companies Act, 2013 making it mandatory for the company to contribute towards the corporate social responsibility.

RELATED PARTY TRANSACTIONS:

The Company had availed term loan from Indian Bank, promoter bank, during the year 1998 and 2004 with the approval of the Board of Directors. This loan was availed during the normal course of business. Said loans are still outstanding, the details of which are disclosed in the notes on accounts to the financial statements. Apart from this the company has no related party transactions referred to in section 188 (1) of the Companies Act 2013.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 (10) of SEBI (LODR) Regulations 2015 and also in line with the guidance note issued by SEBI, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination 81 Remuneration and Compliance Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process and the performance of the Board.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Details I Disclosures of Ratio of Remuneration to 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 BSE where the Company's Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in the provisions of SEBI (LODR) Regulations 2015. A report on Corporate Governance is included as a part of this Annual Report annexed.

Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under provisions of Regulations 34 (3) SEBI (LODR) Regulations 2015 and other requirements as specified in Schedule V of the said Regulations is attached to this report.

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, are attached to this report. None of the employees of the company received remuneration in excess of the limits prescribed Under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules of the Companies Act, 2013.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

As required under National Housing Bank Directions, your Company is presently required to maintain a minimum capital adequacy of 12% on a standalone basis. The company's capital adequacy ratio is negative due to continuous loss. The following is the capital adequacy ratio for the last three years:

The Company has adhered to the prudential guidelines for Non-Performing Assets (NPAs), issued by the National Housing Bank(NHB) under its Directions of 2010, as amended from time to time. The Company did not recognise income on such NPAs and further created provisions for contingencies on standard as well as non-performing housing loans and property loans, in accordance with the National Housing Bank Directions. General:

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

Annual Return Extracts in MGT 9

ANNEXURE-I

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31.03.2018

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014

I.REGISTERATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of total Equity)

i) Category-wise Share Holding

(ii) Shareholding of Promoters

iii) Change in Promoters Shareholding (Please specify, if there is no change)

iv) Shareholding Pattern of Top Ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

v) Shareholding of Directors and Key Managerial Personnel: Nil

V INDEBTEDNESS

Indebtedness of the company including interest outstanding/accrued but not due for payment

Rs. In lakhs

VI REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director and/or Manager

B. Remuneration to other Directors:

1. Independent Directors

C. Remuneration to Key Managerial Personnel other than MD|Manager|WTD

VII PENALTIES I PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil

Form No. MR-3

SECRETARIAL AUDIT REPORT

FINANCIAL YEAR ENDED 31st MARCH, 2018

[Purusant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To

The Members Ind Bank Housing Limited 480, 3rd Floor, Anna Salai, Chennai - 600 035.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ind Bank Housing Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts I statutory compliances and expressing our opinion thereon.

Based on my verification of Ind Bank Housing Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit. We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed here under (subject to note annexed hereto) and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and By-laws framed thereunder;

4. The following Regulations and Guidelines prescribed under the Securities and Exchanges Board of India Act, 1992 ("SEBI Act") (a)The Securities and Exchanges Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b)The Securities and Exchanges Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c)The Securities and Exchanges Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchanges Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the

Companies Act and dealing with Client;

(e)The Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

5. The National Housing Bank Act, 1987 including Housing Finance Companies (NHB) Directions, 2016 (Refer Note)

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetings.

All decisions were carried out with unanimous approval of the Board and there was no instance of dissent voting by any member during the period under reviews.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I have examined the systems and procedures of the Company as placed to ensure the compliance with general laws like Labour Laws, Employees Provident Funds Act, Employees State Insurance Act, considering and relying upon representations made by the Company and its Officers for systems and mechanisms formed by the Company for compliance under these laws and other applicable sector specific Acts, Laws, Rules and Regulations applicable to the Company and its observance by them, rules, regulations and guidelines.

I further report that during the audit period, there were no major instances during the year under review expect for the approval of Shareholders at the Annual General Meeting held on 16th September 2017 for issue and offer of non-cumulative compulsory convertible preference shares.

NOTE

The Company has suspended making fresh lending since the year 2000 and is in the process of recovery of Non-Performing Assets as per the terms of the agreement entered with the borrowers and other loans which are under litigation. In view of continued financial loss, the compliances with the Capital Adequacy, Net Owned Funds and other related requirements under The National Housing Bank Act, 1987 including Housing Finance Companies (NHB) Directions, 2016 could not be complied with.

Annexure A

To

The Members,

Ind Bank Housing Limited

My report of even date is to be read along with this supplementary testimony.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, the company had followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Whenever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.,

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of managements. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Ratio of Remuneration Annexure -1