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Indo Thai Securities Ltd.

BSE: 533676 Sector: Financials
NSE: INDOTHAI ISIN Code: INE337M01013
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VOLUME 4030
52-Week high 70.00
52-Week low 17.10
P/E
Mkt Cap.(Rs cr) 54
Buy Price 54.60
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 56.05
CLOSE 55.85
VOLUME 4030
52-Week high 70.00
52-Week low 17.10
P/E
Mkt Cap.(Rs cr) 54
Buy Price 54.60
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Indo Thai Securities Ltd. (INDOTHAI) - Director Report

Company director report

Dear Members

Your directors have great pleasure to present the 23rd Annual Report of INDO THAISECURITIES LIMITED along with the Audited Financial Statements for the year endedMarch 31 2017.

?COMPANY OVERVIEW

Your Company has been offering services to corporate clients high net worthindividuals and retail investors since 1995. Company is rendering broking and clearingservices in the Capital & Derivatives Segments being a Member of National StockExchange of India Limited ('NSE') BSE Limited ('BSE') and Metropolitan Stock Exchange ofIndia Limited ('MSEI') and Depository Participant of Central Depository Services (India)Limited ('CDSL'). Considering with our diversified base of customer and highly talentedworkforce we are emerging as growing company in the field of securities market. Indo ThaiSecurities Limited is the flagship company of 'Indo Thai' group which has its RegisteredOffice at Indore.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31 2017 issummarized below:

(Rs. in Lakhs)

Standalone

Consolidated

Particulars
Year Ended 31.03.2017 Year Ended 31.03.2016 Year Ended 31.03.2017 Year Ended 31.03.2016
Revenue from Operations 4412.85 3862.56 4412.85 3862.56
Other Income 109.59 1070.71 148.54 1082.49
Total Income 4522.44 4933.27 4544.67 4945.05
Total Expenditure 4686.59 4281.06 4697.87 4314.47
Extraordinary Items 454.86 0.00 454.86 0.00
Profit Before Tax ('PBT') 290.70 652.21 318.37 630.58
Provision for Income Tax (9.68) (1.85) (10.93) (0.79)
Profit After Income Tax (including Deferred taxes) 300.38 654.06 329.30 631.37
Surplus Brought Forward from Previous Year 929.32 395.61 1089.38 578.36
Amount Available for Appropriations 1109.34 929.31 1298.33 1089.38
Proposed Dividend 100.00 100.00 100.00 100.00
Earnings Per Share (Amount in Rs.) Rs. 3.00 Rs. 6.54 Rs. 3.29 Rs. 6.31

?PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

Standalone Performance

The operating revenue (including sale of shares) was remarkable at Rs. 4412.85 Lakhs asagainst Rs. 3862.56 Lakhs in previous year. The profit for the year attributable toshareholders was Rs. 290.70 Lakhs and Profit After Tax ('PAT') was Rs. 300.38 Lakhs. TheEarning Per Share ('EPS') was at Rs. 3.00 for the financial year 2016-17

Consolidated Performance

During the Financial Year under review on a consolidated basis the operating revenue(including sales of shares) was higher at Rs. 4412.85 Lakhs as against Rs. 3862.56 Lakhs(an increase of approx 14%). The profit for the year attributable to shareholders was Rs.318.37 Lakhs and Profit After Tax ('PAT') was Rs. 329.30 Lakhs. The Earning Per Share('EPS') was at Rs. 3.29 for the financial year 2016-17 ??FUTURE PROSPECTS

The company has incorporated an IFSC Company which is wholly owned Subsidiary companyof Indo Thai Securities Limited named Indo Thai Globe Fin (IFSC) Limited set up in GIFTCITY SEZ. Stock exchanges operating in the GIFT IFSC will be permitted to offer tradingin securities in foreign currency and also longer trading days than what stock exchangesare currently permitted to do in India. Thus the wholly owned subsidiary acting asfinancial intermediary in International Financial Market is expected to increase groupturnover and profits by tapping growth potential in the market. Indo Thai SecuritiesLimited has also registered itself as Market Maker for SME Segment with NSE. This wouldresult in diversification of services offered by the company and the same is anticipatedto add on the existing turnover.

Your company has registered one of its wholly owned subsidiary Indo Thai RealtiesLimited as an agent under the Real Estate (Regulation and Development) Act 2016 toaugment turnover in real estate business.

DIVIDEND

The Board of Directors in their meeting held on May 6 2017 has recommended a finaldividend @ 10% i.e. Re. 1/- per Equity Share of face value of Rs. 10/- each for theFinancial Year 2016-17 aggregating to Rs. 1 Crore (excluding dividend distribution tax).The dividend payout is subject to approval of members at the ensuing Annual GeneralMeeting of the company ('AGM').

TRANSFER TO UNPAID DIVIDEND ACCOUNT

Total 2822 Members were eligible to get dividend which was declared at 22nd AnnualGeneral Meeting held on September 24 2016 for the Financial Year 2015-16. Payouts weregiven successfully through National Electronic Clearing Services ('NECS') to 2326 Membersand for rest 496 Members Demand Drafts were issued. 238 Demand Drafts out of 496 DemandDrafts has not been encashed by the Members. The unpaid dividend amount for Financial Yearended on March 31 2017 under the account INDO THAI SECURITIES LIMITED UNPAID DIVIDENDPAYABLE ACCOUNT was Rs. 154968/-.

Total 3055 Members were eligible to get dividend which was declared at 21st AnnualGeneral Meeting held on September 28 2015 for the Financial Year 2014-15. Payouts weregiven successfully through National Electronic Clearing Services ('NECS') to 2507 Membersand for rest 548 Members Demand Drafts were issued. 261 Demand Drafts out of 548 DemandDrafts has not been encashed by the Members. The unpaid dividend amount for Financial Yearended on March 31 2017 under the account INDO THAI SECURITIES LIMITED UNPAID DIVIDENDPAYABLE ACCOUNT was Rs. 65215/-.

TRANSFER TO RESERVES

During the year under review no amount was transferred to General Reserve and profitavailable after assets write-off and provision for dividend and Dividend Distribution Taxhas been carried forward to the Profit & Loss Statement.

CASH FLOW STATEMENT

As required under Regulation 34(2) and Regulation 53(b) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 a CashFlow Statement is attached to the Balance Sheet along with Auditors Report.

SUBSIDIARY/IES AND ASSOCIATE/S

Your Company has two Wholly Owned Subsidiary Companies i.e Indo Thai Realties Limitedand Indo Thai Globe Fin (IFSC) Limited and one Associate Company i.e. Indo ThaiCommodities Private Limited.

A Wholly Owned Subsidiary company i.e. Indo Thai Globe Fin (IFSC) Limited wasincorporated on 20.02.2017 having its registered office at GIFT City GandhinagarGujarat. Indo Thai Securities Limited has invested Rs. 10000000/- (Rupees One Crore) assubscription to the Memorandum and Articles of Association of the Company. Mr. DhanpalDoshi Mr. Sarthak Doshi and Mr. Sunil Kumar Soni are holding office as Directors in IndoThai Globe Fin (IFSC) Limited.

Indo Thai Realties Limited was incorporated on 01.03.2013 as a Wholly Owned Subsidiaryand Indo Thai Securities Limited has invested Rs. 79787000/- (Rupees Seven CroresNinety Seven Lakhs Eighty Seven Thousand only) as subscription to the Memorandum ofAssoiciation. Mr. Parasmal Doshi Mr. Om Prakash Gauba Mr. Mayur Rajendrabhai Parikh andMr. Saurabh Oswal are holding office as Directors in the company and Ms. Mayuri Jain istendering her services as Company Secretary of Indo Thai Realties Limited.

Indo Thai Commodities Private Limited is an Associate Company of Indo Thai SecuritiesLimited. Such Associate Company was incorporated on 21.11.2003. Indo Thai SecuritiesLimited has 40.05% Equity Shareholding in such Associate Company by investing Rs.4252000/- (Rupees Forty Two Lakhs Fifty Two Thousand only). Mr. Parasmal Doshi Mr.Dhanpal Doshi and Mr. Sarthak Doshi are holding offices as Directors in the Company.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Theconsolidated financial statements with subsidiaries were prepared as per provisions ofSection 129(3) and other applicable provisions if any of the Companies Act 2013 andrules made thereunder and in accordance with Accounting Standard 21 as issued by theInstitute of Chartered Accountants of India which have been furnished under Note No. 33to the Consolidated Financial Statements and forms part of this Annual Report.

The Financial Statements of the subsidiaries and Associate Company and relatedinformation are available for inspection by the Members at the Registered Office of yourCompany during business hours on all days except Saturdays and Sundays upto the date ofthe Annual General Meeting as required under Section 136 of the Companies Act 2013. Anymember desirous of obtaining a copy of the said financial statements may request to theCompany Secretary. The financial statements including financial statements of subsidiariesand associate companies and all other documents required to be attached to this reporthave been uploaded on the website of your Company www.indothai.co.in The financialperformance of Subsidiary Companies & Associate Company as included in theconsolidated financial statements of your Company and is also set out in the prescribedformat 'Form No. AOC-1' is appended as "Annexure-A" to thisBoard's Report. ??DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consists of the following Directors:

1. Mr. Parasmal Doshi (Chairman cum WTD cum CFO)
2. Mr. Dhanpal Doshi (Managing Director cum CEO)
3. Mr. Rajendra Bandi (Whole Time Director)
4. Mr. Om Prakash Gauba (Independent Director)
5. Mr. Sukrati Ranjan Solanki (Independent Director)
6. Mr. Sunil Kumar soni (Independent Director)
7. Mrs. Shobha Santosh Choudhary (Independent Director)
The Company also consists of the following Key Managerial Personnel:
1. Mr. Deepak Sharma (Chief Financial Officer)
2. Mr. Udayan Abhilash Shukla (Company Secretary cum Compliance Officer)

In compliance with the provisions of Sections 149 152 read with Schedule IV and allother applicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) and Regulation 17(1) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 Mr. Om Prakash Gauba Mr. Sunil Kumar Soni Mr. Sukrati Ranjan Solanki Mrs. ShobhaSantosh Choudhary were appointed as the Non-executive Independent Directors of the Companyat the 20th AGM of the company held on September 20 2014 to hold office for a term of 5(Five) consecutive years from the date of 20th Annual General Meeting.

The tenure of Mr. Dhanpal Doshi Managing Director cum CEO Mr. Parasmal Doshi WholeTime Director cum CFO and Mr. Rajendra Bandi Whole Time Director is going to expire onSeptember 19 2017 and in terms of the provisions of the Companies Act 2013 and theArticles of Association of the Company the Board had based on the recommendation ofNomination and Remuneration Committee and subject to approval of shareholders at 23rdAnnual General Meeting re-appointed them at their meeting held on August 03 2017.

Mr. Deepak Sharma was appointed as Chief Financial Officer w.e.f. 09.05.2014 as definedunder Section 2(19) of Companies Act 2013 and falls under definition of "KeyManagerial Personnel" of the Company pursuant to Section 2(51) of Companies Act2013.

Pursuant to provisions of section 204 of Companies Act 2013 and rules made thereunderand pursuant to Regulation 6 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Udayan Abhilash Shukla wasappointed as Company Secretary cum Compliance Officer of the Company in the Board Meetingheld on 20.01.2017

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL ??Board of Directors

There have been no changes in Board of Directors of the company during the year underreview.

?Key Managerial Personnel

Mr. Anurag Kumar Saxena (Company Secretary cum Compliance Officer) had resigned fromhis post w.e.f 01.09.2016 and pursuant to recommendation of Nomination & RemunerationCommittee the company appointed Mr. Udayan Abhilash Shukla as the Company Secretary cumCompliance Officer of the company w.e.f 20.01.2017.

?RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Parasmal Doshi (Chairman cum WholeTime Director cum CFO ) (DIN: 00051460) is liable to retire by rotation and beingeligible seek re-appointment at the ensuing Annual General Meeting. The Board ofDirectors recommends his re-appointment. Mr. Parasmal Doshi is not disqualified underSection 164(2) of the Companies Act 2013.

Brief resume of the Director proposed to be appointed/reappointed nature of hisexperience in specific functions and area and number of public companies in which he holdsmembership/ chairmanship of Board and Committees Shareholdings and inter-se relationshipswith other directors as stipulated under Regulation 36(3) of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 are providedin the 'Annexure to the Notice of AGM' forming part of the Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles rights and responsibilities inthe Company as well as with the nature of industry and business. The details ofFamiliarization Programme arranged for Independent Directors have been disclosed on thewebsite of the company and are available at the followinglink:http://indothai.co.in/Admin/Investors/Shareholders/Details%20of%20Familiarization%20Programme s_2016-17.pdf

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Directors underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of theindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors this Code isa guide to professional conduct for Independent Directors. Adherence to these standards byIndependent Directors and fulfillment of their responsibilities in a professional andfaithful manner will promote confidence of the investment community particularly minorityshareholders regulators and companies in the institution of Independent Directors.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of Board Committeespursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Nomination & Remunerationcommittee after seeking inputs from all the Directors on the basis of criteria such as theboard composition and structure effectiveness of Board processes information andfunctioning etc. as provided by the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 05 2017.

The performance of the committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Nomination & Remuneration Committee reviewed the performance of individualDirectors on the basis of criteria such as the contribution of the individual Director tothe Board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors held on March 18 2017 performance ofnon-independent directors and the Board as a whole was evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following Statements in terms of section134(3)(c) of the Companies Act 2013 that: ??in the preparation of the Annual Accounts forthe year ended March 31 2017 the applicable accounting standards have been followed andthere are no material departures for the same; ??the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on March 31 2017 and of the profits of the Company for the year ended onthat date; ??the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; ??the Directors have prepared the annual accounts on a going concernbasis; ??the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

??the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

?NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2016-17 7 (Seven) Meetings of the Board were held on thefollowing dates: I. Tuesday 10th May 2016 II. Monday 8th August 2016 III. Wednesday31st August 2016 IV. Friday 11th November 2016 V. Wednesday 21st December 2016 VI.Friday 20th January 2017 VII. Saturday 18th February 2017 Details of such meetings areprovided in the Corporate Governance Report which forms part of this report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.

?STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act 2013 M/s SPARK &Associates Chartered Accountants Indore (Firms Registration No.005313C) were appointedas a statutory auditor of the company in 22nd Annual General Meeting held on September 242016 till the conclusion of 27th AGM subject to ratification of their appointment bymembers at every AGM.

Auditors have confirmed their eligibility to the effect that ratification of theirappointment if made would be within prescribed limit of Companies Act 2013 and M/sSPARK & Associates Chartered Accountants Indore are not disqualified for suchappointment.

?AUDITOR'S REPORT

The notes on Financial Statements referred to in the Auditors Report are selfexplanatory and therefore do not call for any further comments. There are noqualifications reservations or adverse remarks made by M/s SPARK & AssociatesStatutory Auditors in their report for the financial year 2016-17. Auditors Report ispresented in a separate section forming part of this Annual Report.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act 2013 and rules madethereunder the Board had appointed M/s Kaushal Ameta & Co.

Company Secretaries in Practice (holding Certificate of Practice bearing No. 9103) toundertake the Secretarial Audit for the financial year 2016-17. The Secretarial AuditReport for the financial year ended March 31 2017 is annexed herewith marked as "Annexure-B"in 'Form No. MR-3' and forms an integral part of this Report. No qualificationsreservations and adverse remarks were contained in the Secretarial Audit Report.

?PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the purviewof Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 therefore there was no principal or interestoutstanding as on the date of the balance sheet.

?CODE OF CONDUCT

In compliance with the Regulation 26(3) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and the CompaniesAct 2013 the Company has framed and adopted a Code of Conduct ('the code'). The Code isapplicable to the members of the Board the Senior Management Officers and Employees ofthe Company. The Code is available on the following linkhttp://indothai.co.in/Admin/Investors/Shareholders/Code%20of%20Conduct%20For%20Directors%2 0Senior%20Management%20Officers%20And%20Employees.pdf All the Members of the Board the Senior Management Officers and Employeeshave affirmed compliance to the Code as on March 31 2017. Declaration to this effectsigned by Managing Director cum CEO forms part of the Annual Report. .

?MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year 2016-17 as stipulated underRegulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming partof this Annual Report and gives detail of overall industry structure developmentsperformance and state of affairs of the Company's operations during the year.

?INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below: Your Company has adoptedaccounting policies which are in line with the Accounting Standards prescribed in theCompanies (Accounting Standards) Rules 2006 that continue to apply under Section 133 andother applicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and relevant provisions of the Companies Act 1956 tothe extent applicable.

A system of strict internal control including suitable monitoring procedures hasalways believed that transparency systems and controls are important factors in thesuccess and growth of any organization.

The Company has an adequate system of internal control supported by an extensiveprogramme of internal control; and systems are established to ensure that financial andother records are reliable for preparing financial statements. Internal Audit Reports andsignificant Audit observations are brought to the attention of the Audit Committee of thecompany. The internal controls existing in the Company are considered to be adequatevis-a-vis the business requirements. Your Company ensures adequacy with its current sizeand business to ensure operational efficiency protection and conservation of resourcesaccuracy and promptness in financial reporting and compliance of laws and regulations. Itis supported by the internal audit process and will be enlarged to be adequate with thegrowth in the business activity.

?INTERNAL AUDITORS

Internal Audit for the Financial Year 2016-17 was conducted by M/s BDMV & Co.Chartered Accountants Indore. The idea behind conducting Internal Audit is to examinethat the company is carrying out its operations effectively and performing the processesprocedures and functions as per the prescribed norms. The Internal Auditors reviewed theadequacy and efficiency of the key internal controls guided by the Audit Committee.

The Company has re-appointed M/s BDMV & Co. Chartered Accountants Indore in theBoard Meeting held on 6th day of May 2017 in accordance with the circulars issued by SEBIfor conducting an Internal Audit of Stock Broking and Depository Participant OperationsRegulatory Compliance Audit for the Financial Year 2017-18. The purpose of this Internal

Audit is to examine that the processes and procedures followed and the operationscarried out by the Company meet with the requirements prescribed by SEBI and StockExchange(s) for Depository Participant/Trading Members/Clearing Members.

?RISK MANAGEMENT

Risk is an integral part of business and is committed to managing the risks in aproactive and efficient manner. Your Company periodically assesses risks in the internaland external environment along with the cost of treating risks and incorporates risktreatment plans in its strategy business and operational plans.

The Company's operations are prone to general risks associated with economicconditions change in Government regulations tax regimes other statutes financial risksand capital market fluctuations.

Your Company has taken Brokers Indemnity Insurance Policy for Exchange(s) in order tocover the risk arising from operations. Additionally the assets of the Company have alsobeen insured under different kinds of separate policies i.e. Standard Fire and SpecialPerils Policy Electronic Equipment Insurance Vehicle Insurance Policy. Company had alsotaken Key Man Insurance Policy(ies) in order to avoid large negative impact on theCompany's operations due to sudden loss of Keyman of the Company.

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. TheAudit Committee has additional oversight in the area of financial risks and controls. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continual basis. Further Risk factors are set out inManagement Discussion and Analysis Report which is forming part of this Annual Report.

For the development and implementation of risk plan the Board has framed a riskmanagement policy which may be accessed on the Company's website at the link:http://indothai.co.in/Admin/Investors/Shareholders/Risk%20Management%20Policy_06.05.2017.pdf This policy was reviewed by the Board ofDirectors in their meeting held on 6th May 2017.

LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the BSE Ltd.and the National Stock Exchange of India Ltd. according to the prescribed norms &regulations.

Company has also paid Annual Custody Fee to National Securities Depository Limited andIssuer Fee to Central Depository Services (India) Limited for the financial year 2017-18.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in 'Form No. MGT-9' asrequired under Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is included in this Board's Report as "Annexure-D"and forms an integral part of this report.

?PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 and rules made thereunder are shown under Note No.9 & 34 in the notes to the Financial Statements.

?RELATED PARTY TRANSACTIONS

Pursuant to provisions of section 188(1)(f) of Companies Act 2013 Rule 15 ofCompanies (Meetings of Board and its Powers) Rules 2014 and all other applicableprovisions if any Mr. Sarthak Doshi as Vice President (Accounts) and Ms. Palak Bandi asAssistant Manager-Digital were appointed at place of profit during the year. Suchappointments were duly approved by Audit Committee. Details of related party transactionsare required to be reported in Form No. AOC-2 and such AOC-2 forms part ofthis Report as "Annexure-C" Except the above appointments there were nomaterially significant related party transactions i.e. transactions of material naturewith its promoters directors or senior management or their relatives etc. that may havepotential conflict with the interest of company at large. Transactions entered withrelated parties as defined under the Companies Act 2013 and provisions of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 during the financial year 2016-17 were mainly in the ordinary course of business andon an arm's length basis. Prior approval of the Audit Committee is obtained by the Companybefore entering into any related party transaction as per the applicable provisions ofCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. As per the provisions of Section 188 of theCompanies Act 2013 approval of the Board of Directors is also obtained for entering intorelated party transactions by the Company. A quarterly update is also given to the Auditcommittee and the Board of Directors on the Related Party Transactions undertaken by theCompany for their review and consideration.

The policy on Materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board is available on the Company's website and may beaccessed at: http://www.indothai.co.in/Admin/Investors/Shareholders/Policy%20on%20Related%20Party%20Tra nsactions_06.05.2017.pdf This policy wasreviewed by the Board of Directors in their meeting held on 6th May 2017.

?CORPORATE SOCIAL RESPONSIBILITY (CSR) & CSR INITIATIVES

The Company had constituted Corporate Social Responsibility Committee under thechairmanship of Mr. Parasmal Doshi Whole Time Director cum Chief Financial Officer of thecompany in order to conduct and review Corporate Social Responsibility activities inprudent manner.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyinitiatives undertaken by the Company on CSR activities during the year and Detailsregarding the CSR Committee are set out in "Annexure-E" of this report as‘Annual Report on CSR Activities'. Policy may be accessed on the Company'sWebsite at the link. http://www.indothai.co.in/Admin/Investors/Shareholders/Corporate%20Social%20Resposibility%20 Policy_10.11.2014.pdf During the yearcompany spent 248000/- (Rs. Two Lakhs Forty Eight Thousand Only) in Corporate SocialResponsibility activities. The amount required to be spent by the Company on CorporateSocial Responsibility (CSR) related activities as specified in Schedule VII for theFinancial Year 2017-18 was Rs. 700267/- the Company will utilize the aforementionedamount on CSR Activities in the year 2017-18.

?VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Board had adopted Vigil Mechanism Policy pursuant to the provisions of Section177(9) of the Companies Act 2013 and The Companies (Meetings of Board and Its Powers)Rules 2014 and Regulation 22 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The policy provides for aframework and process whereby concerns can be raised by its Employees and Directors to themanagement about unethical behavior actual or suspected fraud or violation of the Code ofconduct or legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and have been outlined in Corporate Governance Report which formspart of this annual report.

The Vigil Mechanism Policy may be accessed on the Company's website at thelink:http://indothai.co.in/Admin/Investors/Shareholders/Vigil%20Mechanism%20Policy_06.05.2017.pdf The Vigil Mechanism Policy was reviewed by theAudit Committee in its meeting held on 6th May 2017 and same was noted by Board in theirMeeting held on 06.05.2017.

?NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act 2013 and in complianceof Regulation 19 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company had formed Nomination andRemuneration Policy for Directors Key Managerial Personnel and Employees of the companyin order to pay equitable remuneration to Directors KMP's and other Employees of theCompany. The composition of Nomination and Remuneration Committee has been given underCorporate Governance Report forming part of this Annual Report and 'Policy on Remunerationof Directors Key Managerial Personnel and Other Employees' has been stated in"Annexure-F" set out to be part of Board's Report. The policy may beaccessed on the company's website at thelink:http://indothai.co.in/Admin/Investors/Shareholders/Policy%20on%20Remuneration%20of%20Directo rs%20KMPs%20and%20other%20Employees_05.05.2017.pdf Policy on Remuneration of Directors Key Managerial Personnel and OtherEmployees was reviewed by the Nomination & Remuneration Committee in its meeting heldon 5th May 2017 and same was noted by Board in their Meeting held on 06.05.2017.

POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS

Company has a policy on Preservation of Documents and Records in accordance withRegulation 9 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The Policy ensures that the Company complies with theapplicable document retention laws preservation of various statutory documents and alsolays down minimum retention period for the documents and records in respect of which noretention period has been specified by any law/ rule/ regulation. The Policy also providesfor the authority under which the disposal /destruction of documents and records aftertheir minimum retention period can be carried out.

The said policy is available on the website of the Company at the link:http://indothai.co.in/Admin/Investors/Shareholders/Policy%20for%20Preservation%20of%20Docs_0 6.05.2017.pdf Policy on Preservation ofDocuments was reviewed by the Board of Directors in their meeting held on 6th May 2017.

POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION

Pursuant to Regulation 30 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the policy on Determination ofMaterial Event and Information has been adopted by the Board to determine the events andinformation which are material in nature and are required to be disclosed to the StockExchanges.

The said policy is available on the website of the Company at thelink:http://indothai.co.in/Admin/Investors/Shareholders/Policy%20for%20Determination%20of%20Materi ality06.05.pdf This policy was reviewed bythe Board of Directors in their meeting held on 6th May 2017. ??MATERIAL SUBSIDIARY

In accordance with the requirements of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aPolicy for determining Material Subsidiary.

The same has been hosted on the website of the Company at thelink:http://indothai.co.in/Admin/Investors/Shareholders/Policy%20for%20Material%20Subsidiary_09.08. 2014.pdf

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading whichlays down the process of trading in securities of the Company by the employees and theconnected persons and to regulate monitor and report trading by the employees and theconnected persons of the Company either on his/her own behalf or on behalf of any otherperson on the basis of unpublished price sensitive information. The policy on InsiderTrading is available on the website of the Company at the link:http://indothai.co.in/Admin/Investors/Shareholders/Insider%20Trading%20Policy_ITSL_06.05.2017% 20Final.pdf Policy on Prohibition of InsiderTrading was reviewed by the Board of Directors in their meeting held on 6th May 2017.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION

Pursuant to Regulation 8(1) of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 Company has a Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information with a view to lay down practicesand procedures for Fair Disclosure of Unpublished Price Sensitive Information that couldimpact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation is available on the website of the Company at the URLhttp://indothai.co.in/Admin/Investors/Shareholders/Code%20of%20Practices%20and%20Procedures %20for%20Fair%20Disclosure%20of%20UPSI%2006.05.2017%20Final.pdf Code of Practices and Procedures for fair Disclosure of UnpublishedPrice Sensitive Information was reviewed by the Board of Directors in their meeting heldon 6th May 2017.

?ARCHIVAL POLICY

The Company has formulated a policy for archival of its records. The policy deals withthe retention and archival of corporate records of Indo Thai Securities Limited and allits subsidiaries. The policy provides guidelines for archiving of corporate records anddocuments as statutorily required by the Company. The Archival Policy is available on thewebsite of the Company at the link: http://indothai.co.in/Admin/Investors/Shareholders/Archival%20Policy_07112015.pdf

?AUDIT COMMITTEE

Pursuant to Provisions of Section 177 of the Companies Act 2013 and Regulation 18 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the company had formed the Audit Committee under the chairmanship ofMr. Om Prakash Gauba. The composition of Audit Committee has been stated under CorporateGovernance Report and forms an integral part of report. All recommendations made by AuditCommittee were accepted by Board. The role of the committee is to provide oversight of theFinancial Reporting process the Audit process the system of internal controls andcompliance with laws.

?HUMAN RESOURCE

Your Company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. Only with their participation we manageto achieve a healthy work culture transparency in working fair business practices andpassion for efficiency. Thus development of human resources at all levels is taken onpriority to upgrade knowledge and skill of employees and sensitize them towardsproductivity quality cost reduction safety and environment protection. The Company'sultimate objective is to create a strong and consistent team of employees wherein eachlink in the resource chain is as strong as the other. In view of this various employeebenefits recreational and team building programs are conducted to enhance employeeskills motivation as also to foster team spirit. Company also conducts in-house trainingprograms to develop leadership as well as functional capabilities in order to meet futuretalent requirements and to enhance business operations. Industrial relations were cordialthroughout the year.

?MATERIAL CHANGES

Material Changes during the Financial Year 2016-17:

• Mr. Anurag Kumar Saxena Company Secretary cum Compliance Officer of the Companyhad resigned from his post w.e.f. September 01 2016 and pursuant to the recommendation ofNomination and Remuneration Committee the Company appointed Mr. Udayan Abhilash Shukla asthe Company Secretary cum Compliance officer of the Company w.e.f. January 20 2017.

• Incorporation of wholly owned subsidiary company i.e. Indo Thai Globe Fin (IFSC)Limited in Gujarat GIFT CITY SEZ .

• Closure of 2 branches located at 319 Panch Ratna Building Opera House Mumbaiand TF-3 White House Complex Near Panchvaty Panch Rasta Anbawadi Allis BridgeAhmedabad.

• Appointment of Mr. Sarthak Doshi as a Vice President (Accounts) in the companyw.e.f. 23.09.2016

• Sale of property located at Plot No. 29-A Scheme No. 71 Sector-C Indore.

Material Changes after the end of Financial Year 2016-17

There are no material changes or commitments occurring after 31st March 2017 whichmay affect the Financial Position of the company or may require disclosure Except companyinvested Rs. 2500000/- in wholly owned subsidiary company i.e. Indo Thai Globe Fin(IFSC) Limited by way of right issue.

?PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median of employees' remuneration asper Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of theBoard's Report under "Annexure-G" as Median Remuneration.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 thelist of the top 10 employees who in terms of remuneration forms part of the Board'sReport under "Annexure-G".

CORPORATE GOVERNANCE

Your Company has been observing best corporate governance practices and benchmarkingitself in line with each such practice on continual basis. Your Company is committed forhighest standard of Corporate Governance in adherence of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 a Report onCorporate Governance forms an integral part of this annual report. A 'Certificate'from the Practicing Company Secretary M/s Kaushal Ameta & Co. confirming complianceby the Company of the conditions of Corporate Governance as stipulated in Regulation 34(3)of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is also annexed as "Annexure-H" to thisBoard's Report.

Disclosures required in accordance with Subsection IV Section II of Part II ofSchedule V of Companies Act 2013 regarding remuneration package of Executive Directorsseeking reappointment their service contract notice period etc. are made part in theExplanatory Statement of Notice of 23rd Annual General Meeting in item No. 5 6 and 7under the para of terms and conditions of appointment.

?PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Being a Broking company we are not involved in any industrial or manufacturingactivities the Company's activities involve very low energy consumption and has noparticulars to report regarding conservation of energy and technology absorption. Howeverefforts are made to further reduce energy consumption. There has been no earnings andoutgo in foreign exchange during the financial year 2016-17.

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith and forms part of thisReport as "Annexure-I".

?SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

During the Financial Year 2016-17 there were no significant or material orders passedby the Regulators or Courts or tribunals which affect the going concern status of theCompany and its operations in future.

?GENERAL

Other disclosures related to financial year 2016-17:

• Your Company does not have any Employee Stock Option Scheme & Employee StockPurchase Scheme for its Employees/Directors.

• Your Company does not issue shares with differential rights as to dividendvoting or otherwise

• Neither the Managing Director nor the Whole-time Director(s) of the Companyreceived any remuneration or commission from the Subsidiary of your Company

• There were no such incident occurred in relation to sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013. Company has also devised apolicy for Anti Sexual Harassment which is hosted on Company's website www.indothai.co.in??GRATITUDE & ACKNOWLEDGEMENT

Your Board wishes to sincerely thank all its Clients

& Shareholders for their patronage. Your Board would like to express their sincereappreciation for the assistance and co-operation received from the Financial InstitutionsBanks Customers Vendors Investors and all the other Stakeholders for their confidenceand trust they have reposed in the Company. Your Board similarly expresses gratitude forthe assistance and co-operation extended by SEBI BSE NSE MSEI CDSL RBI MCA ROCCentral Government and Government of various States and other Regulatory Authoritiesincluding Local Governing Bodies. Your Board acknowledges appreciation for the invaluablesupport provided by the Auditors Lawyers and Consultants. We place on record ourappreciation of the contribution made by our employees at all levels our consistentgrowth was made possible by their hard work solidarity cooperation and support.

Date : August 03 2017 By order of the Board of Directors
Place : Indore Indo Thai Securities Limited
Parasmal Doshi
(Chairman cum Whole-time Director cum CFO)
DIN : 00051460

LIST OF ANNEXURES TO BOARD'S REPORT

Annexure No. Description
Annexure-A Statement containing salient features of the financial statements of
Subsidiaries/Associate Companies as 'Form No. AOC-1'
Annexure-B Secretarial Audit Report as 'Form No. MR-3'
Annexure-C Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties as 'Form No. AOC-2'
Annexure-D Extract of Annual Return as 'Form No. MGT-9'
Annexure-E Annual Report on Corporate Social Responsibility Activity
Annexure-F Policy on Remuneration of Directors Key Managerial Personnel And Other Employees
Annexure-G Disclosure in Board's Report as per provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Annexure-H Certificate' from the Practicing Company Secretary confirming compliance by the Company of the conditions of Corporate Governance
Annexure-I Particulars Regarding Conservation of Energy Technology Absorption and Foreign Exchange Earnings And Outgo

Annexure-A

FORM No. AOC-1

Statement containing salient features of the financial statements ofsubsidiaries/associate companies. (Pursuant to first proviso to sub-section (3) of section129 read with rule 5 of Companies (Accounts) Rules 2014)

(Part-A) - Statement relating to Subsidary Companies

Sr. Particulars Details Details
1. Name of Subsidiaries INDO THAI REALTIES LIMITED INDO THAI GLOBE FIN (IFSC) LIMITED
2. Reporting period for the subsidiaries concerned if different from the holding company's reporting period 2016-17 (Same as Holding Company) 2016-17 From 20.02.2017 to 31.03.2017
3. Reporting currency and Exchange rate as on the last date of the relevant Financial Year in the case of foreign subsidiaries Not Applicable Not Applicable
4. Share capital 79787000 10000000
5. Reserves & surplus 7716154 -344804
6. Total Assets 88155280 10111336
7. Total Liabilities 652126 456140
8. Investments 5955567 -
9. Turnover - -
10. Profit Before Taxation 1551180 -456140
11. Provision for Taxation -13494 -111336
12. Profit After Taxation 1564674 -344804
13. Proposed Dividend Nil Nil
14. % of shareholding 100% 100%

Note 1. Names of subsidiaries which are yet to commence operations -Indo Thai GlobeFin (IFSC) Limited.

2. Names of subsidiaries which have been liquidated or sold during the year - NIL

(Part-B)- Statement related to Associate Companies

Statement pursuant to Section 129(3) of the Companies Act 2013 realted to AssociateCompanies

Sr. Name of Associate Company INDO THAI COMMODITIES PRIVATE LIMITED
1. Latest audited Balance Sheet Date 31st March 2017
2. Shares of Associate held by the company on the Year end
??Number of shares held 744100
??Amount of Investment Rs. 4252000
??Extend of Holding % 40.05%
3. Description of how there is significant influence There is significant influence due to
Percentage(%) of Capital
4. Reason why the associate/joint venture is not consolidated Accounts have been consolidated therefore reporting under this clause is not applicable
5. Net worth attributable to shareholding as per latest audited Balance Sheet Rs.15778804
6. Profit/Loss for the year
i) Considered in Consolidation Rs. 1672125
ii) Not Considered in Consolidation Nil

Note 1. Names of associates which are yet to commence operations -NIL.

2. Names of associates which have been liquidated or sold during the year - NIL

As per our report of even date attached For and on behalf of board of directors of
For SPARK & Associates Indo Thai Securities Ltd
Chartered Accountants
Firm Reg No. 005313 C Dhanpal Doshi Parasmal Doshi
Managing Director & CEO Whole Time Director & CFO
Pankaj Kumar Gupta
Partner Deepak Sharma Udayan Abhilash Shukla
Membership No. 404644 Chief Financial Officer Company Secretary cum
3rd August 2017 Indore Compliance Officer

Form No. AOC -2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in Sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm's length basis.

There were no contracts or arrangements or transactions entered into during the yearended 31st March 2017 which were not at Arm's length basis.

2. Details of material contracts or arrangements or transactions at Arm's lengthbasis.

Appointment of Mr. Sarthak Doshi as Vice President- Accounts and Ms. Palak Bandi asAssistant Manager- Digital.

Sr. No. PARTICULARS DETAILS
a. Name(s) of the related party & nature of relationship. Mr. Sarthak Doshi (Son of Mr. Parasmal Doshi Chairman cum WTD cum CFO of the Company) Ms. Palak Bandi (Daughter of Mr. Rajendra Bandi WTD of the company)
b. Nature of contracts/ arrangements/ transactions. Appointment as Vice President (Accounts) of the company w.e.f 23.09.2016 which is a place of profit as per Section 188 (1) (f) of Companies Act 2013 and rules made thereunder. Appointment as Assistant Manager- Digital of the company w.e.f 01.07.2016 which is a place of profit as per Section 188 (1) (f) of Companies Act 2013 and rules made thereunder.
c. Duration of contracts /arrangements/transactio ns. The contract will continue as long as Mr. Sarthak Doshi remains an employee as per the Appointment Letter but can be terminated by either party i.e Company and Mr. Sarthak Doshi by giving a 3 (three) months prior notice in writing. The contract will continue as long as Ms. Palak Bandi remains an employee as per the Appointment Letter but can be terminated by either party i.e Company and Ms. Palak Bandi by giving a 3 (three) months prior notice in writing.
d. Salient terms of the contracts or arrangements or transactions including the value if any. Duties and Responsibilities: Mr. Sarthak Doshi shall be responsible for major accounting functions such as account analysis reconciliations and every other roles duties and responsibilities as mentioned in the appointment letter or directed by Board of Directors. Duties and Responsibilities: Ms. Palak Bandi shall be responsible for measuring and reporting on the performance of all digital marketing campaigns identifying trends and insights and liaise with Marketing Sales and Product development teams to ensure brand consistency and stay up-to-date with digital media developments and every other roles duties and responsibilities as mentioned in the appointment letter or directed by Board of Directors.
Salary: Rs. 100000/- (Rupees One lakh only) per month with an annual increment of 10%.
Perquisites: Salary:
All legal & applicable perquisites including provident fund at specified rates from time to time in force. Rs. 25000/- (Rupees Twenty Five Thousand only) per month.
Perquisites:
All legal & applicable perquisites
including provident fund at specified rates from time to time in force.
e. Date of approval by the Board if any. 31st August 2016 10th May 2016
f. Amount paid as advances if any. Nil Nil

 

Date : August 3 2017 By order of the Board of Directors
Indo Thai Securities Limited
Place : Indore
Parasmal Doshi
(Chairman cum Whole-time Director cum CFO)
DIN : 00051460

Annexure-F

POLICY ON REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. INTRODUCTION:

Indo Thai Securities Limited ("the Company") recognizes the importance ofattracting retaining and motivating personnel of high calibre and talent for the purposeof ensuring efficiency and high standard in the conduct of its affairs and achievement ofits goals besides securing the confidence of the shareholders in the sound management ofthe Company.

The Provision of Section 178 of the Companies Act 2013 and rules made there under(including any statutory modification(s) or re-enactment thereof for the time being inforce) and other applicable provisions of the Act and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 makes it mandatory for theBoard of Directors of every listed company to constitute a Nomination and RemunerationCommittee.

In pursuance of the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel andEmployees of the company to harmonize the aspirations of human resources consistent withthe goals of the company the Nomination and Remuneration Committee (hereinafter referredto as the Committee) has been formulated the policy for remuneration of Directors KeyManagerial Personnel (KMPs) Senior Management and other Employees of Indo Thai SecuritiesLimited in accordance with the requirements of the provisions of Section 178 of theCompanies Act 2013 and Part D of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

2. DEFINITIONS:

"Act" means the Companies Act 2013 and Rules framed thereunder asamended from time to time.

"Board" means Board of Directors of the Company.

"Company" means "Indo Thai Securities Limited."

"Directors" means Directors of the Company.

"Independent Director" means a director referred to in Section 149 (6) ofthe Companies Act 2013.

"Key Managerial Personnel" means as may be defined in the Companies Act2013.

As per section 2(51) "key managerial personnel" in relation to a companymeans—i. the Chief Executive Officer or the Managing Director or the Manager; ii. theCompany Secretary; iii.the Whole-time Director; iv. the Chief Financial Officer; and v.such other officer as may be prescribed;

"Nomination and Remuneration Committee" shall mean a Committee of Boardof Directors of the Company constituted in accordance with the provisions of Section 178of the Companies Act 2013 and the Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

"Policy or This Policy" means "Policy for Remuneration ofDirectors Key Managerial Personnel and Senior Employee".

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

"Senior Management" means personnel of the Company who are members of itscore management team excluding Board of Directors. This would include all members ofmanagement one level below the executive directors including all the functional heads.

"Other employees" means all the employees other than the Directors KMPsand the Senior Management Personnel.

3. REMUNERATION TO THE DIRECTORS:

The Company strives to provide fair compensation to directors taking intoconsideration industry benchmarks Company's performance vis--vis the industryresponsibilities shouldered performance/ track record macroeconomic review onremuneration packages of heads of other organizations.

The remuneration payable to the directors of the Company shall at all times bedetermined in accordance with the provisions of Companies Act 2013.

4. APPOINTMENT AND REMUNERATION OF MANAGING DIRECTOR AND WHOLE TIME- DIRECTOR:

The terms and conditions of appointment and remuneration payable to a Managing Directorand Whole-time Director(s) shall be recommended by the Nomination and RemunerationCommittee to the Board for its approval which shall be subject to approval by shareholdersat the next general meeting of the Company and by the Central Government in case suchappointment is at variance to the conditions specified in Schedule V to the Companies Act2013. Approval of the Central Government is not necessary if the appointment is made inaccordance with the conditions specified in Schedule V to the Act.

In terms of the provisions of Companies Act 2013 the Company may appoint a person asits Managing Director or Whole-time Director for a term not exceeding 5 (years) at a time.

The executive directors may be paid remuneration either by way of a monthly payment orat a specified percentage of the net profits of the Company or partly by one way andpartly by the other.

The break-up of the pay scale performance bonus and quantum of perquisites includingemployer's contribution to P.F pension scheme medical expenses club fees etc. shall bedecided and approved by the Board on the recommendation of the Committee and shall bewithin the overall remuneration approved by the shareholders and Central Governmentwherever required.

While recommending the remuneration payable to a Managing Director/ Whole-timeDirector the Nomination and Remuneration Committee shall inter alia have regard to thefollowing matters:

Financial and operating performance of the Company

Relationship between remuneration and performance

Industry/ sector trends for the remuneration paid to executive director

Annual Increments to the Managing Director/ Whole Time Director(s) shall be within theslabs approved by the Shareholders. Increments shall be decided by the Nomination andRemuneration Committee at times it desires to do so but preferably on an annual basis.

5. INSURANCE PREMIUM AS PART OF REMUNERATION:

Where any insurance is taken by a Company on behalf of its Managing DirectorWhole-time Director Manager Chief Executive Officer Chief

Financial Officer or Company Secretary for indemnifying any of them against anyliability in respect of any negligence default misfeasance breach of duty or breach oftrust for which they may be guilty in relation to the company the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.

However if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

6. REMUNERATION TO INDEPENDENT DIRECTORS:

Independent Directors may receive remuneration by way of

• Sitting fees for participation in the Board and other meetings;

• Reimbursement of expenses for participation in the Board and other meetings;

• Commission as approved by the Shareholders of the Company

Independent Directors shall not be entitled to any stock options.

Based on the recommendation of the Nomination and Remuneration Committee the Board maydecide the sitting fee payable to Independent Directors but the amount of such sittingfees shall not exceed the maximum limit permissible under the Companies Act 2013.

7. REMUNERATION TO DIRECTORS IN OTHER CAPACITY:

The remuneration payable to the directors including Managing Director or Whole-timeDirector or Manager shall be inclusive of the remuneration payable for the servicesrendered by him/her in any other capacity except the following:

a) the services rendered are of a professional nature; and

b) in the opinion of the Nomination and Remuneration Committee the director possessesthe requisite qualification for the practice of the profession.

8. EVALUATION OF THE DIRECTORS:

As members of the Board the performance of the individual Directors as well as theperformance of the entire Board and its Committees is required to be formally evaluatedannually.

Section 178 (2) of the Companies Act 2013 also mandates the Nomination andRemuneration Committee to carry out evaluation of every director's performance.

In developing the methodology to be used for evaluation on the basis of best standardsand methods meeting international parameters the Board / Committee may take the advice ofan independent professional consultant.

9. NOMINATION AND REMUNERATION OF THE KEY MANAGERIAL PERSONNEL (OTHER THANMANAGING DIRECTOR/WHOLE-TIME DIRECTOR) KEY-EXECUTIVES AND SENIOR MANAGEMENT:

The executive management of a company is responsible for the day to day management ofthe Company. The Companies Act 2013 has used the term "Key ManagerialPersonnel" to define the executive management.

The KMPs are the point of first contact between the Company and its stakeholders. Whilethe Board of Directors are responsible for providing the oversight it is the KeyManagerial Personnel and the Senior Management who are responsible for not just layingdown the strategies as well as its implementation.

The Companies Act 2013 has for the first time recognized the concept of Key ManagerialPersonnel.

Among the KMPs the remuneration of the CEO or the Managing Director and the Whole-timeDirector(s) shall be governed by the Section on Remuneration of the Directors of thisPolicy dealing with "Remuneration of Managing Director and Whole-time-Director".

Apart from the directors the remuneration of all the other KMPs such as the ChiefFinancial Officer Company Secretary or any other officer that may be prescribed under thestatute from time to time; and "Senior Management" of the Company defined in theRegulation 16(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 shall be determined by the Key Managerial Personnel/s of the Company in consultationwith the Managing Director and/ or the Whole-time Director (Finance).

The remuneration determined for all the above said senior personnel shall be in linewith the Company's philosophy to provide fair compensation to key - executive officersbased on their performance and contribution to the Company and to provide incentives thatattract and retain key executives instill a long-term commitment to the Company anddevelop a pride and sense of Company ownership all in a manner consistent withshareholder interests.

The break-up of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses etc. shall be decided for theCompany's Key Managerial Personnel/s.

Decisions on Annual Increments of the Senior Personnel shall be decided by the HumanResources Department in consultation with the Managing Director and/ or the Whole-timeDirector (Finance) of the Company.

10 REMUNERATION OF OTHER EMPLOYEES:

Apart from the Directors KMPs and Senior Management the remuneration for rest of theemployees is determined on the basis of the role and position of the individual employeeincluding professional experience responsibility job complexity and local marketconditions.

The Company considers it essential to incentivize the workforce to ensure adequate andreasonable compensation to the staff. The Key Managerial Personnel/s shall ensure that thelevel of remuneration motivates and rewards high performers who perform according to setexpectations for the individual in question.

The various remuneration components basic salary allowances perquisites etc. may becombined to ensure an appropriate and balanced remuneration package.

The annual increments to the remuneration paid to the employees shall be determinedbased on the annual appraisal carried out by the HODs of various departments.

Decisions on Annual Increments shall be made on the basis of this annual appraisal.

11.REVIEW AND AMENDMENT:

Any or all the provisions of this Policy would be subject to the revision/ amendment inthe Companies Act 2013 related rules and regulations guidelines and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 on the subject as may benotified from time to time. Any such amendment shall automatically have the effect ofamending this Policy without the need of any approval by the Nomination and RemunerationCommittee and/ or the Board of Directors.

Note: The above Policy was approved and adopted in the meeting of the Board ofDirectors held on 9th May 2014. The policy was reviewed and modified by Nomination andRemuneration Committee in its meeting held on 05.05.2017 and the Board also took note ofthe same.

Disclosure in Board's Report as per provisions of Section 197(12) of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

I.Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Sr. Requirements Disclosure
1. Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: Name of Director Category Ratio
Dhanpal Doshi Managing Director cum CEO 3.59
Parasmal Doshi Whole-time Director cum CFO 6.90
Rajendra Bandi Whole-time Director 1.38
2. Percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year 2016-17 are as follows:
Name of Director 2016-17 (in Rs.) 2015-16 (in Rs.) Increase (%)
Dhanpal Doshi (Managing Director cum CEO) 686400 686400 0.00
Parasmal Doshi (Whole-time Director cum CFO) 1320000 1320000 0.00
Rajendra Bandi (Whole-time Direc tor) 264000 264000 0.00
Deepak Sharma (Chief Financial Officer) 279718 265490 5.36
Total 2550118 2535890 0.56
Anurag Kumar Saxena (Company Secretary) * 350430 428303 N.A.
Udayan Abhilash Shukla (Company Secretary cum Compliance Officer) ** 73613 - N.A.
*Mr. Anurag Kumar Saxena ceased to be a KMP w.e.f 1.09.2016 hence it is not feasible to calculate his percentage increase in salary.
** Mr. Udayan Abhilash Shukla was appointed as KMP w.e.f 20.01.2017 hence it is not feasible to calculate his percentage increase in salary.
3. Percentage increase in the median remuneration of employees in the financial year 2016-17 :
Particular 2016-17 (in Rs.) 2015-16 (in Rs.) Increase (%)
Median Remuneration of all employees per annum 191406 190506 0.47
4. Number of permanent employees on the role of company 46 46 0.00
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average percentile increase in the salaries of employees other than the Managerial Personnel is 12.14%. Whereas there is no change in the Managerial Remuneration during the year. It proves that the Company always works for the betterment of its employees and its efforts are concentrated towards the growth of the Company along with the employees.
6. Key parameters for the variable component of remuneration availed by the Directors: The key parameters for the variable component of remuneration to the Directors are decided by the Nomination and Remuneration Committee in accordance with the principles laid down in the Nomination and Remuneration Policy.
7. Affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is affirmed that the remuneration paid to the Directors Key Managerial Personnel and Senior Management is as per the Remuneration Policy of your Company during the year.
8. Disclosure pursuant to Section 197 (14) of the Companies Act 2013: There is no Director who receives any commision from the Company even the Managing Director of the Company does not receive any Remuneration or Commision from the Subsidiaries Companies.

NOTE:

1. The Non Executive Independent Directors are paid only sitting fee for attending theBoard and Committee Meetings of the Company. They are not entitiled to receive any otherremuneration. Details are given in the Corporate Governance Report.

2. In computation of Median Remuneration Provident Fund is not included.

Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

The names of top 10 employees in terms of Remnueration drawn during the year are givenas follows:

Sr. No. Name of the Employee Designation Remnuer ation received Nature of Empolyem ent Qualifications and Experience Date of Commence ment of Employment Age Last employment held by the employee before joining the company % of Equity shares held as on 31.03.2017 Relation with any Director of Company
1 Sarthak Doshi Vice President- Accounts 626667 Contractual Chartered Accountant having 2 Years of experience in Securities Market 23.09.2016 22 Yrs - 4.98 Son of Mr. Parasmal Doshi (Chairman cum WTD cum CFO)
2 Sanjay Saboo Head- Mutual Fund 525000 Contractual Graduate having 30 years of Experience in Financial Market 01.06.2015 56 Yrs Vice President- Business Development Head in SMC Global Securities Ltd. 0.70 Not related to any Director
3 Abhay Suhane Head- Marketing 483224 Contractual MBA having 13 years of experience in Marketing. 01.10.2010 41 Yrs - NIL Not related to any Director
4 Sumit Kanungo Associate- Marketing 416321 Contractual MCM having 12 years of experience in Marketing. 01.09.2014 36 Yrs Product Manager at Motilal Oswal Financial Services Ltd. NIL Not related to any Director
5 Hemant Agrawal Complianc e and Accounts Officer 413728 Contractual M.Com having experience of 24 years. 10.12.2014 44 Yrs - NIL Not related to any Director
6 Yashwant Gupta Risk Head 411512 Contractual B.E (Computer) having experience of 11 Years in Finance and 4 Years in IT. 06.05.2012 39 Yrs Self Employed NIL Not related to any Director
7 Anil Tiwari Senior Dealer 366123 Contractual B.A having a experience of 20 Years in Securities Market. 01.05.2016 56 Yrs - NIL Not related to any Director
8 Jinendra Gandhi Head- Techno logy 356668 Contractual Graduate And CCNA having a experience of 13 Years . 01.05.2013 35 Yrs Network Engineer in Khaitan Cable Network Pvt. Ltd. NIL Not related to any Director
9 Anurag Kumar Saxena* Company Secretary cum Complianc e Officer 350430 Contractual Company Secretary having experience of 8 Years. 03.05.2007 40 Yrs Local Compliance Officer in Indiabulls Credit Services Ltd. NIL Not related to any Director
10 Manglesh Ostwal Senior Dealer 341900 Contractual Dimploma in Electrical Engineering having 14 years of experience in Securities Market. 01.04.2012 42 Yrs - NIL Not related to any Director

*Mr. Anurag Kumar Saxena ceased to be in employment w.e.f 01.09.2016

There was no employee during the year who:

i if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than one crore and two lakh rupees ;

ii if employed for a part of the financial year was in receipt of remuneration for anypart of that year at a rate which in the aggregate was not less than eight lakh andfifty thousand rupees per month;

iii if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company except Mr. Sarthak Doshiwhose details are mentioned in the table above in point no. 1.

Annexure-H

CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To

The Members

Indo Thai Securities Limited

Dear Sir(s)

Sub: Corporate Governance Compliance Certificate of Indo Thai Securities Limited

We have examined all relevant records of Indo Thai Securities Limited for the purposeof certifying compliance of the conditions of Corporate Governance as stipulated inRegulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E ofSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. We have obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of the abovecertification.

The compliance of conditions of corporate governance is the responsibility of themanagement. Our examination was limited to the procedures and implementation thereofadopted by the company for ensuring the compliance of the conditions of corporategovernance. This certificate is neither an assurance as to the future viability of theCompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

On the basis of our examination of the records produced explanations and informationfurnished we certify that the Company has complied with all the mandatory conditions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for thefinancial year ended 31st March 2017.

For Kaushal Ameta & Co.
Kaushal Ameta
(Proprietor)
Date : August 03 2017
Practicing Company Secretary
Place : Indore
Mem. No. F-8144 CP No.-9103

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:
1. The steps taken or impact on conservation of energy Efforts are taken to conserve energy to the best possible extent
2. The steps taken by the Company for utilizing alternate source of energy
3. The capital investment on energy conservation equipment NIL
(B) Technological Absorption:
1. The efforts made towards Technology absorption NIL
2. The benefits derived like product improvement cost reduction product development or import substitution NIL
3. Imported Technology NIL
4. Expenditure on R&D NIL
C) Foreign Exchange Earnings and Outgo:
1. Foreign Exchange Earnings in terms of actual inflow during the year NIL
2. Foreign Exchange Outgo in terms of actual outflows NIL