Integrated Governance

INDBANK MERCHANT BANKING SERVICES LIMITED

General information about company

Scrip code	511473
NSE Symbol	INDBANK
MSEI Symbol	NOTLISTED
ISIN	INE841B01017
Date of start of financial year	01-04-2024
Date of end of financial year	31-03-2025
Reporting Quarter Type	Quarterly
Date of Quarter Ending	31-12-2024
Type of company	Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?	false	The company has not made any recent investments in unquoted shares. However, the company had invested in unquoted shares prior to the year 2000, amounting to Rs. 759.48 lakhs. The full amount has been provided for, in the companys books.
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?	false	No penalty was as such imposed/deducted during the quarter ending 31st December 2024. The Company is engaged in stock broking business and under the Membership regulations, received a letter from Bombay Stock Exchange on 23.12.2024 for delay in settlement of funds. The indicative penalty applicable is Rs.75,000. The said delay is purely due to software issues and the Company has applied for waiver of penalty.Further, there is no material impact on financials, operations or other activities of the Company.
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?	true
Risk management committee	false
Market Capitalisation as per immediate previous Financial Year	Top 2000 listed entities
Is SCORE ID Available ?	true
SCORE Registration ID	100050
Reason For No SCORE ID
Type of Submission	Original
Remarks (website dissemination)

Annexure I

Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory						Textual Information(1)
Whether the listed entity has a Regular Chairperson						false
Whether Chairperson is related to MD or CEO						false	Disqualification of Directors under section 164 of the Companies Act, 2013
Sr no.	Title(Mr/Ms)	Name of the Director	Category 1 of directors	Category 2 of directors	Category 3 of directors	Whether the director is disqualified?	Start Date of disqualification	End Date of disqualification	Details of disqualification	Current status	Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]	Date of passing special resolution	Initial Date of appointment	Date of Re-appointment	Date of cessation	Tenure of director(in months)	No of Directorship in listed entities including this listed entity(Refer Regulation 17A of Listing Regulations)	No of Independent Directorship in listed entities including this listed entity(Refer Regulation 17A(1) of Listing Regulations	Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)	No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)	Reason for Cessation	Notes for not providing PAN	Notes for not providing DIN
1	Mr	Ashutosh Choudhury	Non-Executive - Nominee Director	Chairperson		false				Active	NA		20-06-2024	20-06-2024		6	2	0	1	0
2	Mr	Vaijinath Gavarshetty	Non-Executive - Independent Director	Not Applicable		false				Active	NA		19-07-2019	19-09-2024		3	2	2	0	1
3	Mr	V Haribabu	Executive - Nominee Director	Not Applicable		false				Active	NA		28-02-2022	28-02-2022		34	2	0	2	0
4	Mr	Sunil Jain	Non-Executive - Nominee Director	Not Applicable		false				Active	NA		22-07-2022	22-07-2022		29	2	0	3	0
5	Mr	Devinder Kumar Singla	Non-Executive - Independent Director	Not Applicable		false				Active	NA		22-03-2024	22-03-2024		9	2	2	3	0
6	Mr	V.A. Prasanth	Non-Executive - Independent Director	Not Applicable		false				Active	NA		17-08-2024	17-08-2024		4	1	1	1	0
7	Mrs	Padma R	Non-Executive - Independent Director	Not Applicable		false				Active	NA		17-08-2024	17-08-2024		4	2	2	3	1

Text Block

Textual Information(1)

The Company does not have a regular Chair, and as per the Company's Articles of Association, the director nominated by the Holding Entity shall chair the Board and General Meetings. Accordingly, Shri Ashutosh Choudhury, Director, who was nominated by Indian Bank (the Holding Entity), has been elected to chair the Board Meetings. Therefore, he is marked as Chairman for the successful validation of this template.

Annexure I

II. Composition of Committees
Disclosure of notes on composition of committees explanatory

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Vaijinath Gavarshetty	Non-Executive - Independent Director	Chairperson	21-10-2024
2	Sunil Jain	Non-Executive - Nominee Director	Member	22-07-2022
3	Devinder Kumar Singla	Non-Executive - Independent Director	Member	22-03-2024
4	V.A. Prasanth	Non-Executive - Independent Director	Member	17-08-2024
5	Padma R	Non-Executive - Independent Director	Member	17-08-2024

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Devinder Kumar Singla	Non-Executive - Independent Director	Chairperson	21-10-2024
2	Vaijinath Gavarshetty	Non-Executive - Independent Director	Member	19-07-2019
3	Sunil Jain	Non-Executive - Nominee Director	Member	22-07-2022
4	V.A. Prasanth	Non-Executive - Independent Director	Member	17-08-2024
5	Padma R	Non-Executive - Independent Director	Member	17-08-2024

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Padma R	Non-Executive - Independent Director	Chairperson	21-10-2024
2	V Haribabu	Executive - Nominee Director	Member	22-07-2022
3	Sunil Jain	Non-Executive - Nominee Director	Member	28-02-2022

Annexure I

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present*(All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	19-07-2024			true	7	7	4
2	17-08-2024	28		true	7	7	4
3	21-10-2024	64		true	7	7	4

Annexure I

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Audit Committee	19-07-2024				true	5	5	4	0
2	Audit Committee	17-08-2024	28			true	5	5	4	0
3	Audit Committee	21-10-2024	64			true	5	4	4	0
4	Stakeholders Relationship Committee	01-07-2024				true	3	2	1	0
5	Stakeholders Relationship Committee	11-07-2024	9			true	3	3	1	0
6	Stakeholders Relationship Committee	26-07-2024	14			true	3	3	1	0
7	Stakeholders Relationship Committee	02-09-2024	37			true	3	3	1	0
8	Stakeholders Relationship Committee	16-10-2024	43			true	3	3	1	0
9	Stakeholders Relationship Committee	11-11-2024	25			true	3	3	1	0
10	Stakeholders Relationship Committee	17-12-2024	35			true	3	3	1	0

Annexure I

V. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	true
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	true
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	true
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 listed entities)	NA
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I

Sr	Subject	Compliance status
1	Name of signatory	CHITRA MA
2	Designation	Company Secretary and Compliance Officer

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		false
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter

Signatory Details

Name of signatory	CHITRA MA
Designation of person	Company Secretary and Compliance Officer
Place	Chennai
Date	14-02-2025

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter		0
No. of investor complaints received during the Quarter		3
No. of investor complaints disposed off during the Quarter		3
No. of investor complaints those remaining unresolved at the end of the Quarter		0

Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr.No.	Name of the opposing party	Date of initiation of the litigation / dispute	Status of the litigation / dispute as per last disclosure	Current status of the litigation / dispute
1	GST Authority-Tamilnadu State	18-05-2024	disclosure was not applicable as it was below the materiality thresholds.	Disputed Amt.-11.15 Lakhs (a) Excess Input tax credit taken with respect to non-business transactions and exempt supplies (b) Under declaration of ineligible ITC The company received notice from GST authorities on 18.05.2024. As it is apparent on record that there is no excess input or under declaration of ITC, as claimed by the authorities and the amounts does not warrant any reversal, a detailed reply has submitted for the same on 14.06.2024 in consultation with our GST auditors for same. The department vide its order dated 29.08.2024 dropped point (b) and retained point no.(a) for want of additional supporting documents to substantiate our claims and allowed us to file an appeal before the Appellate Deputy Commissioner (ST) (GST), Chennai- II, within 90 days on receipt of this order. The company on 13.11.2024 has filed an appeal with above authority with all required supporting documents in consultation with our GST auditors and same is under consideration by the department.
2	GST Authority-Tamilnadu State	26-11-2024	disclosure was not applicable as it was below the materiality thresholds.	Disputed Amt.-17.89 Lakhs (a) Excess Input tax credit taken with respect to non-business transactions and exempt supplies (b) Under declaration of ineligible ITC (c) ITC Claimed on Supplier who failed to file GSTR-3B and did not pay tax on the invoices declared in GSTR-01 The company received notice from GST authorities on 26.11.2024. As it is apparent on record that there is no excess input or under declaration of ITC, as claimed by the authorities and the amounts does not warrant any reversal, a detailed reply has submitted for the same on 26.12.2024 in consultation with our GST auditors for same. The company has remitted this amount to the GST authorities and have taken up with vendors for refund of the GST collected and not remitted by them.
3	Income Tax act, 1961	31-03-2015	Disclosure was not applicable as the case was initiated during the year 2014-15	Disputed Amt.- 115.02 Lakhs. Appeal made by the Company w.r.t to the deduction in respect of dividend income u/s 80M r.w.s. 80AA of the Act and Income Tax Appellate Tribunal has issued an order allowing the appeal and remitting the matter for recomputing. Department is yet to give effect to this.
4	Income Tax act, 1961	31-01-2013	Disclosure was not applicable as it was initiated before LODR Regulations	Disputed Amt- 617.47 Lakhs. The Company had claimed an Exemption u/s 10(38) of Rs.1317.24 lakhs. The Company appealed to CIT(Appeals) which passed a decision in favour of the Company but later set aside by Income Tax Appellate Tribunal. The Company has filed an appeal with the High court of Madras on 03.09.2012 and same is still pending before the High Court.
5	Income Tax act, 1961	31-01-2013	Disclosure was not applicable as it was initiated before LODR Regulations	Disputed Amt-1129.05 Lakhs. The Company had claimed an Exemption u/s 10(38) of Rs.3826.05 lakhs. The Company appealed to CIT(Appeals) which passed a decision in favour of the Company but later set aside by Income Tax Appellate Tribunal. The Company has filed an appeal with the High court of Madras on 03.09.2012 and same is still pending before the High Court.
6	Income Tax act, 1961	11-12-2018	Disclosure was not applicable as this case was initiated before the applicability of relevant provision	Disputed Amt- 96.27 Lakhs. The Company had claimed an Exemption u/s 10(38) of Rs.478.28 lakhs. The Company appealed to CIT(Appeals) which passed a decision in favour of the Company but later set aside by Income Tax Appellate Tribunal. The Company has filed an appeal with the High court of Madras on 03.09.2012 and same is still pending before the High Court.
7	Income Tax act, 1961	30-09-2016	Disclosure was not applicable as this case was initiated before the applicability of relevant provision	Disputed Amt- 24.81 Lakhs. The Company filed a Petition for Rectification of Assessment under section 154 on 26.12.2016 for various mistakes apparent on record in the assessment order. The department is yet to rectify the same and re-issue the Assessment order.
8	Sales tax and VAT Laws	18-03-2013	Disclosure was not applicable as it was initiated before LODR Regulations	Disputed Amt- 14.20 lakhs. State preferred an appeal before The Tamil Nadu Sales Tax Appellate Tribunal (Additional Bench) Chennai against the order of Appellate Deputy Commissioner (CT)-I (FAC) which was in the Company's favour. Tribunal remanded the matter back to Assessing Officer vide orders dated 13.12.2017. The Assessing Officer is yet to respond for the same.
9	Sales tax and VAT Laws	18-03-2013	Disclosure was not applicable as it was initiated before LODR Regulations	Disputed Amt.- 12.05 Lakhs. State preferred an appeal before The Tamil Nadu Sales Tax Appellate Tribunal (Additional Bench) Chennai against the order of Appellate Deputy Commissioner (CT)-I (FAC) which was in the Company's favour. Tribunal remanded the matter back to Assessing Officer vide orders dated 13.12.2017. The Assessing Officer is yet to respond for the same.