Your Directors take great pleasure in presenting the 26 Annual Reportof INDO THAI SECURITIES LIMITED (the "Company") along with the AuditedFinancial Statements for the financial year ended 31st March 2020.
Your Company has been offering services to corporate clients high networth individuals and retail investors since its inception. The Company is renderingbroking and clearing services in the Capital & Derivatives Segments being a Member ofNational Stock Exchange of India Limited ("NSE") BSE Limited ("BSE")Metropolitan Stock Exchange of India Limited ("MSEI") Multi Commodity Exchangeof India Limited ("MCX") and National Commodity & Derivatives ExchangeLimited ("NCDEX") and Depository Participant of Central Depository Services(India) Limited ("CDSL"). Considering our diversified base of customers andhighly talented workforce we are emerging as a growing Company in the field of SecuritiesMarket. Indo Thai Securities Limited is the flagship Company of 'Indo Thai' group whichhas its Registered Office at Indore.
The financial performance of the Company for the financial year ended31st March 2020 is summarized below:
(Rs. in Lakhs)
|Standalone ||Consolidated |
|(Figures as per IND AS) |
|2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Total Revenue from Operations ||938.11 ||723.02 ||940.11 ||767.02 |
|Other Income ||4.33 ||6.37 ||57.49 ||22.67 |
|Total Income ||942.43 ||729.39 ||997.60 ||789.69 |
|Total Expenditure ||2302.95 ||877.23 ||2357.97 ||965.30 |
|Profit/(Loss) before exceptional items & tax ||-1360.52 ||-147.84 ||-1360.37 ||-175.61 |
|Exceptional Items ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit/(Loss) before tax ||-1360.52 ||-147.84 ||-1360.37 ||-175.61 |
|Provision for Income Tax || || || || |
|Current Tax ||0.96 ||27.81 ||0.96 ||27.62 |
|Deferred Tax ||-272.20 ||-71.86 ||-276.75 ||-72.07 |
|Profit/(Loss) after tax ||-1089.28 ||-103.78 ||-1084.58 ||-131.16 |
|Other Comprehensive Income (Net of tax) ||-11.07 ||0.21 ||-11.07 ||0.21 |
|Total comprehensive Income ||-1100.36 ||-103.58 ||-1095.65 ||-131.16 |
|Paid up Equity Share Capital ||1000 ||1000 ||1000 ||1000 |
|Earnings Per Share (Amount in Rs.) ||-10.89 ||-1.04 ||-10.85 ||-1.31 |
PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS
The operating revenue (including sale of shares) was registered at Rs.942.43 Lakhs as against Rs. 729.39 Lakhs in previous year. The loss for the year was Rs.1360.52 Lakhs and loss after Tax was Rs. 1089.28. The Earning per Share ("EPS")was at Rs. -10.89 for the financial year 2019-20.
During the financial year under review on a consolidated basis theoperating revenue (including sale of shares) was Rs. 997.60 Lakhs as against Rs. 786.90Lakhs in the previous year. The loss for the year was Rs. 1359.37 Lakhs and that after Taxwas Rs. 1083.58 Lakhs. The Earning per Share was at Rs. -10.85 for the financial year2019-20.
The Company is of the view that there is no space for stagnancy in thisfast-growing economy. Moreover the Company deals in securities market being one of themost fluctuating yet lucrative business sector. Indo Thai Securities Limited has alwaysbelieved that for the purpose of growth diversification and expansion are must.
Indo Thai Securities Limited for the purpose of setting its hand incommodities market has attained the Membership of Multi Commodity Exchange of India("MCX") and National Commodity and Derivatives Exchange ("NCDEX")enabling the shareholders to utilize the services related to equity and commodity underone roof.
The Company is under process of getting itself registered as aCorporate Agent under Insurance Regulatory and Development Authority of India("IRDAI") in order to represent the various insurance companies and provideinsurance related services to its existing as well as prospective customers making theCompany one stop solution for investment opportunities.
Indo Thai Globe Fin (IFSC) Limited Wholly Owned Subsidiary of theCompany has completed its enablement process of NSE IFSC Limited (NSE InternationalExchange). However the trading operations are yet to start. The enablement willfacilitate the Finance of the Company to grow and build the revenue in long run. TheCompany is further exploring various fields to maintain and to escalate itself in thesecurities market.
In view of losses your directors are unable to recommend any dividendfor the financial year ended 31stMarch 2020.
TRANSFER TO RESERVES
During the year under review no amount was transferred to GeneralReserve.
SUBSIDIARY/IES AND ASSOCIATE/S
Your Company has two Wholly Owned Subsidiary Companies i.e. Indo ThaiRealties Limited and Indo Thai Globe Fin (IFSC) Limited and one Associate Company i.e.Indo Thai Commodities Private Limited.
Indo Thai Globe Fin (IFSC) Limited was incorporated on 20 February2017 and has a paid - up share capital of Rs. 12500000/- (Rupees One Crore Twenty-FiveLakhs only). Mr. Dhanpal Doshi Mr. Sarthak Doshi Mr. Rajendra Bandi and Mr. Sunil KumarSoni are holding office as Directors in the Company.
Indo Thai Realties Limited was incorporated on 1 March 2013 as aWholly Owned Subsidiary Company of Indo Thai Securities Limited. Indo Thai RealtiesLimited has a paid - up share capital of Rs. 79787000/- (Rupees Seven CroresNinety-Seven Lakhs Eighty-Seven Thousand only). Mr. Parasmal Doshi Mr. Om Prakash GaubaMr. Mayur Rajendrabhai Parikh and Mr. Dhanpal Doshi are holding office as Directors in theCompany. Further Ms. Bhumika Saxena has been appointed as the Company Secretary of IndoThat Realties Limited w.e.f. 21 July 2020.
Indo Thai Commodities Private Limited is an Associate Company of IndoThai Securities Limited being incorporated on 21st November 2003. Indo Thai CommoditiesPrivate Limited has a paid - up share capital of Rs. 18580000/- (Rupees One CroreEighty-Five Lakhs Eighty Thousand only). Indo Thai Securities Limited has 40.05% EquityShareholding in such Associate Company by investing Rs. 4252000/- (Rupees Forty-TwoLakhs Fifty-Two Thousand only). Mr. Parasmal Doshi Mr. Dhanpal Doshi and Mr. SarthakDoshi are holding office as Directors in the Company. During the year the Board ofDirectors reviewed the affairs of the subsidiaries. The Consolidated Financial Statementswith subsidiaries were prepared as per provisions of Section 129(3) and other applicableprovisions if any of the Companies Act 2013 and rules made there under and inaccordance with Indian Accounting Standard (Ind AS) 110 as issued by the Institute ofChartered Accountants of India which have been furnished under Note No. 44 to theConsolidated Financial Statements and forms part of this Annual Report.
In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and Audited Financial Statements of each of its subsidiariestogether with the related information are available on the website of your Company.
The financial performance of Subsidiary Companies & AssociateCompany as included in the consolidated financial statements of your Company and is alsoset out in the prescribed format 'Form No. AOC-1' is appended as "Annexure-A"to this Board's Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company consists of the followingDirectors:
|1. Mr. Parasmal Doshi ||(Chairman cum WTD) |
|2. Mr. Dhanpal Doshi ||(Managing Director cum CEO) |
|3. Mr. Rajendra Bandi ||(Whole Time Director) |
|4. Mr. Om Prakash Gauba ||(Independent Director) |
|5. Mr. Sunil Kumar Soni ||(Independent Director) |
|6. Mrs. Shobha Santosh ||(Independent Director) Choudhary |
|Your Company also consists of the following Key Managerial Personnel: || |
|1. Mr. Deepak Sharma ||(Chief Financial Officer) |
|2 Mr. Sanjay Kushwah ||(Company Secretary cum Compliance Officer) |
In compliance with the provisions of Sections 149 and 152 read withSchedule IV and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) andRegulation 17(1) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 Mr. Om Prakash Gauba Mr. Sunil Kumar Soniand Mrs. Shobha Santosh Choudhary were appointed as the Non-Executive IndependentDirectors at the 25th Annual General Meeting (AGM) of the Company held on 28thSeptember2019 to hold office for a term of 5 (Five) consecutive years from the date of 25AGM.Pursuant to clause (iiia) of Rule 8(5) of Companies (Accounts) Rules 2014 the Boardis of the opinion that the Independent Directors appointed in the 25 AGM conform to therequired integrity experience and expertise standards. However in accordance with Rule6(4) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules2019 Mr. Om Prakash Gauba and Mr. Sunil Kumar Soni are exempted from appearing for theonline proficiency self-assesment test conducted by the Institute under Section 150(1) ofthe Companies Act 2013. However Mrs. Shobha Santosh Choudhary is yet required to appearfor the said online proficiency self-assessment test.
The tenure of Mr. Dhanpal Doshi Managing Director cum CEO Mr.Parasmal Doshi Whole Time Director and Mr. Rajendra Bandi Whole Time Director is goingto expire on 19 September 2020 and in terms of the provisions of Section 196 197 and 203of Companies Act 2013 and the Articles of Association of the Company the Board hadbased on the recommendation of Nomination and Remuneration Committee and subject toapproval of shareholders at 26 AGM re-appointed them at their meeting held on 29thAugust2020.Mr. Deepak Sharma was appointed as Chief Financial Officer pursuant to provisions ofSection 203 of Companies Act 2013 and rules made there under w.e.f. 9 May 2014 asdefined under 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 203 of Companies Act 2013 and rulesmade thereunder and in adherence to Regulation 6(1) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 Mr. SanjayKushwah was appointed as the Company Secretary cum Compliance Officer of the Company inthe Board Meeting held on Monday 23 July 2018.
CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL
There have been no changes in Board of Directors and Key ManagerialPersonnel of the Company during the year under review
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act2013 and in terms of the Articles of Association of the Company Mr. Rajendra Bandi (WholeTime Director) (DIN: 00051441) is liable to retire by rotation and being eligible seeksre-appointment at the ensuing AGM. Mr. Rajendra Bandi is not disqualified under Section164(2) of the Companies Act 2013. Board of Directors recommends his re-appointment in thebest interest of the Company.
The Notice convening forthcoming AGM includes the proposal forre-appointment of aforesaid Directors. A brief resume of the Director proposed to bereappointed nature of his experience in specific functions and area and number of listedcompanies in which he holds Membership/Chairmanship of Board and Committees shareholdingsand inter-se relationships with other Directors as stipulated under Regulation 36(3) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the'Annexure to the Notice of AGM' forming part of the Annual Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized with their roles rights andresponsibilities in the Company as well as with the nature of industry and business. Thedetails of Familiarization Programme arranged for Independent Directors have beendisclosed on the website of the Company and are available at the following link:https://www.indothai.co.in/wp-content/uploads/2020/05/Details-of-Familiarization-Programmes_2019-20.pdf
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof the independence laid down in Section 149(6) of the Companies Act 2013 along withRegulation 16(1)(b) and Regulation 25 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
CODE OF CONDUCT FOR INDEPENDENT DIRECTORS
The Company has also placed the Code of Conduct for IndependentDirectors. This Code is a guide to professional conduct for Independent Directors.Adherence to these standards by Independent Directors and fulfillment of theirresponsibilities in a professional and faithful manner will promote confidence of theinvestment community particularly minority shareholders regulators and Companies in theinstitution of Independent Directors.
The Board of Directors has carried out an annual evaluation of itsCommittees and of individual Directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
The performance of the Board was evaluated by the Nomination andRemuneration Committee after seeking inputs from all the Directors on the basis ofcriteria such as the Board composition and structure effectiveness of Board processesinformation and functioning etc. as provided by the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on 05th January 2017.
The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee Members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.
The Nomination and Remuneration Committee reviewed the performance ofindividual Directors on the basis of criteria such as the contribution of the individualDirector to the Board and Committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of Independent Directors held on 11 March 2020performance of Non-Independent Directors and the Board as a whole was evaluated.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statements in termsof Section 134(3)(c) of the Companies Act 2013 that: in the preparation of the AnnualAccounts for the year ended 31st March 2020 the applicable Accounting Standards havebeen followed and there are no material departures for the same; the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on 31st March 2020 and of the losses of the Company for theyear ended on that date;
the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
the Directors have prepared the annual accounts on a goingconcern basis; the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and operatingeffectively; and
the Directors have devised proper systems to ensure compliancewith the provisions of applicable laws and that such systems were adequate and operatingeffectively.
NUMBER OF MEETINGS OF THE BOARD
4 (Four) meetings of the Board were held on the following dates duringthe financial year 2019-20
I. Wednesday 15 May 2019;
II. Saturday 31 August 2019;
III. Saturday 14 December 2019;
IV. Thursday 23 January 2020;
Details of such meetings are provided in the Corporate GovernanceReport which forms part of this report. The maximum interval between any two meetings didnot exceed 120 days as prescribed in the Companies Act 2013.
STATUTORY AUDITOR AND AUDITOR'S REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013M/s SPARK & Associates Chartered Accountants Indore (Firm Registration No. 005313C)was appointed as the Statutory Auditor of the Company at 22 AGM held on 24th September2016 till the conclusion of 27 AGM.
The Report given by the Auditors on the financial statement of theCompany is part of this Annual Report. The Audit Report does not contain anyqualification reservation adverse remark or disclaimer.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of Companies Act 2013 andrules made there under the Board has appointed M/s Kaushal Ameta & Co. CompanySecretary in Practice (holding Certificate of Practice bearing No. 9103) to undertake theSecretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended 31st March2020 is annexed herewith marked as "Annexure-B" in 'Form No. MR-3'and forms an integral part of this Report. No qualifications reservations and adverseremarks were contained in the Secretarial Audit Report.
Further pursuant to Regulation 24A of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasreceived the Secretarial Audit Report from its material subsidiary i.e. Indo ThaiRealties Limited for the financial year ended 31 March 2020. No qualificationsreservations and adverse remarks were contained in the Secretarial Audit Report of thematerial subsidiary.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review the Statutory Auditor and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under Section 143(12) of the Companies Act 2013details of which needs to be mentioned in the Board's Report.
Your Company has not accepted any deposits from the public fallingwithin the purview of Section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014 and therefore there was no principal orinterest outstanding as on the date of the Balance Sheet.
CODE OF CONDUCT
In compliance with Regulation 26(3) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and theCompanies Act 2013 the Company has framed and adopted a Code of Conduct (the"Code"). The Code is applicable to the Members of the Board the SeniorManagement Officers and Employees of the Company. The Code is available on the followinglink: h t t p s : / / w w w . i n d o t h a i . c o . i n / w p-content/uploads/2018/06/Code-of-Conduct-for-Directors-and-Senior-Managment-1.pdf
All the Members of the Board the Senior Management Officers andEmployees have affirmed compliance to the Code as on 31st March 2020. Declaration to thiseffect signed by Managing Director cum CEO forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year2019-20 as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of this Annual Report and gives detail of overall industrystructure developments performance and state of affairs of the Company's operationsduring the year.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls withreference to the financial statements some of which are outlined below: Your Company hasadopted accounting policies which are in line with the Accounting Standards prescribed inthe Companies (Accounting Standards) Rules 2006 that continue to apply under Section 133and other applicable provisions if any of the Companies Act 2013 read with Rule 7 ofthe Companies (Accounts) Rules 2014 as amended from time to time.
Your Company has always believed that a system of strict internalcontrol including suitable monitoring procedures and transparency is an important factorin the success and growth of any organization. It also ensures that financial and otherrecords are reliable for preparing financial statements.
Internal Audit Reports and significant audit observations are broughtto the attention of the Audit Committee of the Company. The internal controls existing inthe Company are considered to be adequate vis-a-vis the business requirements.
Your Company ensures adequacy commensurate with its current size andbusiness 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. For more details on internal financial control system andtheir adequacy kindly refer Management Discussion and Analysis Report.
Internal Audit for the financial year 2019-20 was conducted by M/s BDMV& Co. Chartered Accountants Indore. The idea behind conducting Internal Audit is toexamine that the Company is carrying out its operations effectively and performing theprocesses procedures and functions as per the prescribed norms. The Internal Auditorreviewed the adequacy and efficiency of the key internal controls guided by the AuditCommittee.
The Company has re-appointed M/s BDMV & Co. Chartered AccountantsIndore in the Board Meeting held on 30 July 2020 in accordance with the circulars issuedby Securities and Exchange Board of India for conducting an Internal Audit of StockBroking and Depository Participant Operations Regulatory Compliance Audit for thefinancial year 2020-21. The purpose of this Internal Audit is to examine that theprocesses and procedures followed and the operations carried out by the Company meet withthe requirements prescribed by SEBI and Stock Exchange(s) for Depository Participant/Trading Members/ Clearing Members.
LISTING & DEPOSITORY FEE
The Company has paid Annual Listing Fee for the financial year 2020-21to BSE Limited and National Stock Exchange of India Limited according to the prescribednorms & regulations. Company has also paid Annual Custody Fee to National SecuritiesDepository Limited and Issuer Fee to Central Depository Services (India) Limited for thefinancial year 2020-21.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in 'Form No.MGT-9' as required under Section 92(3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 is included in this Board's Reportas "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 theprovisions of Section 186 of the Companies Act 2013 and rules made there under are shownunder Note No. 7 & 8 in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions whichfall under the scope of Section 188(1) of the Companies Act 2013 i.e. transactions ofmaterial nature with its promoters directors or senior management or their relativesetc. that may have potential conflict with the interest of the Company at large.Transactions entered with related parties as defined under Section 2(76) of the CompaniesAct 2013 and provisions of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 during the financial year 2019-20 weremainly in the ordinary course of business and on an arm's length basis.
Prior approval of the Audit Committee is obtained by the Company beforeentering into any related party transaction as per the applicable provisions of CompaniesAct 2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. As per the provisions of Section 188 of the CompaniesAct 2013 approval of the Board of Directors is also obtained for entering into relatedparty transactions by the Company. A quarterly update is also given to the Audit Committeeand the Board of Directors on the Related Party Transactions undertaken by the Company fortheir review and consideration.
During the year your Company has not entered into any materialcontract arrangement or transaction with related parties as defined under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and Policy on Materiality of Related Party Transactions and Dealing with RelatedParty Transactions of the Company. The details with respect to the related partytransactions are mentioned in the notes to the audited (standalone) financial statements.
There were no transactions during the year under review that arerequired to be reported in Form AOC-2 and such Form AOC-2 is given as "AnnexureC" in this Board Report.
The Policy on Materiality of Related Party Transactions and Dealingwith Related Party Transactions as approved by the Board is available on the Company'swebsite and may be accessed at:https://www.indothai.co.in/wp-content/uploads/2018/06/Policy-on-Related-Party-Transactions_06.05.2017.pdf
Risk is an integral part of business and your Company is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.
The Company's operations are prone to general risks associated witheconomic conditions change in Government regulations tax regimes other statutesfinancial risks and capital market fluctuations.
Your Company has taken Brokers Indemnity Insurance Policy forExchange(s) in order to cover the risk arising from operations. Additionally the assetsof the Company have also been insured under different kinds of separate policies i.e.Standard Fire and Special Perils Policy Electronic Equipment Insurance Vehicle InsurancePolicy. Company has also taken Keyman Insurance Policy(ies) in order to avoid largenegative impact on the Company's operations due to sudden loss of Keyman of the Company.
The Board of Directors of the Company has formed a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company. TheCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continual basis. Further riskfactors are set out in Management Discussion and Analysis Report which is forming part ofthis Annual Report.
For the development and implementation of risk plan the Board hasframed a Risk Management Policy which may be accessed on the Company's website:
CORPORATE SOCIAL RESPONSIBILITY ("CSR") & CSR INITIATIVES
The Company has constituted Corporate Social Responsibility Committeeunder the Chairmanship of Mr. Parasmal Doshi Whole Time Director of the Company in orderto conduct and review Corporate Social Responsibility activities in a prudent manner. Thebrief outline of the Corporate Social Responsibility policy of the Company initiativesundertaken by the Company on CSR activities during the year and details regarding the CSRCommittee are set out in "Annexure-E" of this report as "Annual Report onCSR Activities". Policy may be accessed on the Company's website at the link:https://www.indothai.co.in/wp-content/uploads/2018/06/Corporate-Social-Responsibility-Policy.pdf
The amount required to be spent on Corporate Social Responsibilityactivities during the year 2019-20 was Rs. 1433408/- (Rupees Fourteen Lakhs Thirty-ThreeThousand Four Hundred and Eight only) out of which the Company spent Rs. 479850/-(Rupees Four Lakhs Seventy-Nine Thousand Eight Hundred and Fifty only). The unspent amountof Rs. 953550/- (Rupees Nine Lakhs Fifty-Three Thousand Five Hundred and Fifty only)will be utilized by the Company on CSR Activities in the year 2020-21. As an integral partof society your Company considers social responsibility as an integral part of itsbusiness activities and endeavor to utilize allocable CSR budget for the benefit ofsociety. Your Company has primarily identified the following segments: CorporateGovernance Ethics and Compliance Human Resources Responsible Supply Chain Quality andServices Environment and Community engagement. Your company is in the process ofidentifying and evaluating projects which are in line with the vision of company's CSRpolicy. As suchall the projects would normally go through detailed evaluation process andassessed under agreed strategy and vision. However due to the prevailing Covid -19Pandemic the evaluation as to where the CSR amount be spent was delayed and thereforeCompany could not spend the allocable amount.
As a socially responsible Company your Company is committed toincrease its CSR impact over the coming years with its aim of playing a larger role inIndia's sustainable development by embedding wider economic social and environmentalobjectives and moving forward the Company will endeavor to spend the complete amount onCSR activities in accordance with the statutory requirements in the year 2020-21.Accordingly the Company has spent Rs. 441200/- (Rupees Four Lakhs Forty-One ThousandTwo Hundred only) up to 30 June 2020 owing to the CSR activities for previous year. TheCSR Committee confirms that the implementation and monitoring of CSR Policy is incompliance with CSR objectives and policy of the Company. Further there is no requirementfor the amount to be spent by the Company on Corporate Social Responsibility relatedactivities as specified in Schedule VII of the Companies Act 2013 for the financial year2020-21 as your Company has not incurred profits in the previous financial year ended31st March 2020.
VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant tothe provisions of Section 177(9) of the Companies Act 2013 read with the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for a framework and process whereby concerns can be raised byits Employees and Directors to the management about unethical behavior actual orsuspected fraud or violation of the Code of conduct or legal or regulatory requirementsincorrect or misrepresentation of any financial statements and have been outlined inCorporate Governance Report which forms part of this Annual Report. The policy providesfor adequate safeguards against victimization of employees and Directors of the Company.
The Vigil Mechanism/Whistle Blower Policy may be accessed on theCompany's website at thelink:https://www.indothai.co.in/wp-content/uploads/2018/06/Vigil-Mechanism-Policy_06.05.2017.pdf
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act 2013and in compliance of Regulation 19 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated theNomination and Remuneration Policy for Directors Key Managerial Personnel and Employeesof the Company in order to pay equitable remuneration to Directors KMPs and otherEmployees of the Company. The composition of Nomination and Remuneration Committee hasbeen given under Corporate Governance Report forming part of this Annual Report and 'Policyon Remuneration of Directors Key Managerial Personnel and Other Employees' has beenstated in "Annexure-F" set out to be part of Board's Report. The policymay also be acussed on the company's website at thelink:https://www.indothai.co.in/wp-content/uploads/2019/08/Policy-of-Remuneration-for-Directors-KMP-and-other-employees_21.08.2019.pdf
POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS
Your Company has formulated a policy on Preservation of Documents andRecords in accordance with Regulation 9 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Policy ensures that theCompany complies with the applicable document retention laws preservation of variousstatutory documents and also lays down minimum retention period for the documents andrecords in respect of which no retention period has been specified by any law/ rule/regulation. The Policy also provides for the authority under which the disposal/destruction of documents and records after their minimum retention period can be carriedout.
The said policy is available on the website of the Company at thelink:https://www.indothai.co.in/wp-content/uploads/2018/06/Policy-for-Preservation-of-Docs.pdf
POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION
Pursuant to Regulation 30 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Policy onDetermination of Materiality has been adopted by the Board to determine the events andinformation which are material in nature and are required to be disclosed to the concernedStock Exchanges.
The said policy is available on the website of the Company at the link:
In accordance with the requirements of Regulation 16(1)(c) andRegulation 24 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a Policy forDetermining Material Subsidiaries.
The same has been hosted on the website of the Company at the link:https://www.indothai.co.in/wp-content/uploads/2019/06/Policy-for-Material-Subsidiary_15.05.2019.pdf
CODE FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code for Prohibition of Insider Tradingunder Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations2015 which lays down the process of trading in securities of the Company by theemployees designated persons and connected persons and to regulate monitor and reporttrading by such employees and connected persons of the Company either on his/her ownbehalf or on behalf of any other person on the basis of unpublished price sensitiveinformation. The Company reviews the policy on need basis.
The Code for Prohibition of Insider Trading is available on the websiteof the Company at the link: https://www.indothai.co.in/wp-content/uploads/2019/04/Code-for-Prohibition-of-Insider-Trading.pdf
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHEDPRICE SENSITIVE
Pursuant to Regulation 8(1) of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 Company has a Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information with a view tolay down practices and procedures for fair disclosure of unpublished price sensitiveinformation that could impact price discovery in market for its securities.
The Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information is available on the website of the Company at the URL:https://www.indothai.co.in/wp-content/uploads/2019/04/Code-of-Practices-and-Procedures-for-Fair-Disclosure-ofUPSI_17.01.2019.pdf
The Company has formulated a policy for archival of its records underRegulation 9 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy deals with the retention and archival ofcorporate records of the Company and all its subsidiaries. The policy provides guidelinesfor archiving of corporate records and documents as statutorily required by the Company.
The Archival Policy is available on the website of the Company at thelink: https://www.indothai.co.in/wp-content/uploads/2019/06/Archival-Policy_07112015.pdf
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has zero tolerance policy in case of sexual harassment atworkplace and is committed to provide a healthy environment to each and every employee ofthe Company. The Company has in place 'Policy against Sexual Harassment of Women atWorkplace' in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (hereinafter referred as the"said Act") and rules made there under. As per the provisions of Section 4 ofthe said Act the Board of Directors has constituted the Internal Complaints Committee("ICC") at the Registered Office and at all the Regional Offices of the Companyto deal with the complaints received by the Company pertaining to gender discriminationand sexual harassment at workplace.
During the year under review there were no such incidents in relationto Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013.
Your Company has also organized workshops and awareness programmes atregular intervals for sensitizing the employees with the provisions of the Act andorientation programmes for the Members of the ICC in the manner prescribed in the saidAct. The updated policy against Sexual Harassment of Women at Workplace is available onthe website of the Company at the link:
Pursuant to the provisions of Section 177 of the Companies Act 2013and Regulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 your Companyhas formed the Audit Committeeunder the Chairmanship of Mr. Om Prakash Gauba. The composition of Audit Committee hasbeen stated under Corporate Governance Report and forms an integral part of report.
All recommendations made by the Audit Committee were accepted by theBoard. The role of the Committee is to provide oversight of the financial reportingprocess the audit process the system of internal controls and compliance with laws. Allpossible measures are taken by the Committee to ensure the objectivity and independence ofIndependent Auditors.
Your Company firmly believes that employees are the most valuableassets and key players of business success and sustained growth. Only with theirparticipation we manage to achieve a healthy work culture transparency in working fairbusiness practices and passion for efficiency. Thus development of human resources at alllevels is taken on priority to upgrade knowledge and skills of employees and sensitizethem towards productivity quality cost reduction safety and environment protection. TheCompany's ultimate objective is to create a strong and consistent team of employeeswherein each link in the resource chain is as strong as the other. In view of thisvarious employee benefits recreational and team building programs are conducted toenhance employee skills motivation as also to foster team spirit.
Your Company also conducts in-house training programs to developleadership as well as functional capabilities in order to meet future talent requirementsand to enhance business operations. Industrial relations were cordial throughout the year.To ensure that the employees are at their productive best we continue to work onsimplifying the internal processes through collaborative efforts with our workforce. Alsoduring the prevalent conditions of COVID-19 the employees have been supported in allpossible manners and all the necessary steps have been taken to ensure their safety asthe Company's business was considered as essential service during these pandemic times.
Material Changes during the financial year 2019-20:
The Membership of Multi Commodity Exchange of India Limitedand National Commodity&
Derivatives Exchange Limited was allotted on 11th April 2019 and 23April 2019 respectively for the purpose of becoming Trading member under the respectiveauthorities.
Material Changes after the end of financial year 2019-20:
The Company was under process of getting itself registered asCorporate Agent under the IRDAI (Insurance Regulatory and Development Authority of India)to provide insurance related services to its existing as well as prospective customers.
PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
The ratio of remuneration of each Director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthe Board's Report under "Annexure-G" as Median Remuneration.
In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 the list of the top 10 employees in terms of remuneration formspart of the Board's Report under "Annexure-G''.
Your Company's Corporate Governance Practices are a reflection of thevalue system encompassing culture policies and relationships with its stakeholders.Integrity and transparency are a key to Corporate Governance Practices to ensure that theCompany gain and retain the trust of its stakeholders at all times. Your Company iscommitted for highest standard of Corporate Governance in adherence of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 with theStock Exchanges a Report on Corporate Governance forms an integral part of this annualreport. A 'Certificate' from M/s Kaushal Ameta & Co. Practicing CompanySecretary confirming compliance by the Company of the conditions of Corporate Governanceas stipulated in Regulation 34(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is also annexed as "Annexure-H"to this Board's Report.
The details of Executive Director liable to retire by rotation aremade part in the Annexure to Notice of 26th AGM under Brief Profile of Directorsseeking ReAppointment as required under Regulation 36 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
Being a Broking Company we are not involved in any industrial ormanufacturing activities and therefore the Company's activities involve very low energyconsumption and have no particulars to report regarding conservation of energy andtechnology absorption. However efforts are made to further reduce energy consumption.
There has been no earnings and outgo in foreign exchange during thefinancial year 2019-20.The information on conservation of energy technology absorptionand foreign exchange earnings and outgo stipulated under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexedherewith and forms part of this Report as "Annexure-I".
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS
During the financial year 2019-20 there were no significant ormaterial orders passed by the Regulators or Courts or Tribunals which affect the goingconcern status of the Company and its operations in future.
Other disclosures related to financial year 2019-20:
Your Company does not have any Employee Stock Option Scheme& Employee Stock Purchase Scheme for its Employees/Directors.
Your Company has not issued shares with differential rights asto dividend voting or otherwise.
Neither the Managing Director nor the Whole-time Director(s) ofthe Company received any remuneration or commission from any of the Subsidiaries of yourCompany.
The applicable Secretarial Standards i.e. SS-1 and SS-2relating to 'Meetings of Board of Directors' and General Meetings' respectively have beenduly complied by your Company.
Electronic copies of the Annual Report 2019-20 and the Notice of 26thAGM are sent to all members whose email addresses are registered with theCompany/depository participants(s). For members who have not registered their emailaddresses were provided an opportunity to register the same. We strongly promote thepurpose and intention behind Green Initiative and accordingly the required processes andefforts have been made to encourage the shareholders to get their email addressesregistered so that Annual Reports Notices and all other concerned information can bereceived by them.
APPRECIATIONS & ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude to Shareholdersfor the confidence reposed by them and thank all the Clients Dealers and other businessassociates for their contribution to your Company's growth. The Directors also wish toexpress their appreciation for the efficient and loyal services rendered by each and everyemployee without whose whole-hearted efforts the overall satisfactory performance wouldnot have been possible.
Your Board expresses its gratitude for the assistance and co-operationextended by SEBI BSE NSE MSEI CDSL NSDL MCX NCDEX RBI MCA Central Government andGovernment of various States and other Regulatory Authorities including Local GoverningBodies. Your Board appreciates the precious support provided by the Auditors Lawyers andConsultants. The Company will make every effort to meet the aspirations of itsShareholders.
|By order of the Board of Directors |
|Indo Thai Securities Limited |
|Parasmal Doshi |
|(Chairman cum Whole-time Director) |
|DIN : 00051460 |
|Date : 29th August2020 Place: Indore |