Your Directors are pleased to present the 24th Annual Report of INDO THAISECURITIES LIMITED (the "Company") along with the Audited FinancialStatements for the financial year ended 31st March 2018.
^ COMPANY OVERVIEW
Your Company has been offering services to corporate clients high net worthindividuals and retail investors since 1995. The Company is rendering broking and clearingservices in the Capital & Derivatives Segments being a Member of National StockExchange of India Limited ("NSE") BSE Limited ("BSE") andMetropolitan Stock Exchange of India Limited ("MSEI") and Depository Participantof Central Depository Services (India) Limited ("CDSL"). Considering ourdiversified base of customers and highly talented workforce we are emerging as a growingCompany in the field of Securities Market. Indo Thai Securities Limited is the flagshipCompany of 'Indo Thai' group which has its Registered Office at Indore.
^ FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended 31stMarch 2018 is summarized below:
(Rs. in Lakhs)
|Particulars || |
|2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Revenue from Operations ||5276.56 ||4412.85 ||5306.56 ||4412.85 |
|Other Income ||500.09 ||109.59 ||512.66 ||131.81 |
|Total Income ||5776.65 ||4522.44 ||5819.22 ||4544.67 |
|Total Expenditure ||4620.99 ||4686.59 ||4647.58 ||4697.87 |
|Extraordinary Items ||0.00 ||454.86 ||0.00 ||454.86 |
|Profit Before Tax ('PBT') ||1155.66 ||290.70 ||1138.24 ||301.65 |
|Provision for Income Tax ||261.27 ||(9.68) ||265.62 ||(10.93) |
|Profit After Income Tax (including Deferred taxes) ||894.39 ||300.38 ||872.61 ||312.58 |
|Surplus Brought Forward from Previous Year ||1109.34 ||929.32 ||1298.33 ||1089.38 |
|Amount Available for Appropriations ||2003.73 ||1109.34 ||2170.94 ||1298.33 |
|Proposed Dividend ||100.00 ||100.00 ||100.00 ||100.00 |
|Earnings Per Share (Amount in Rs.) ||8.94 ||3.00 ||8.73 ||3.29 |
^ PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS
+ Standalone Performance
The operating revenue (including sale of shares) was remarkable at Rs. 5276.56 Lakhs asagainst Rs. 4412.85 Lakhs in previous year. The profit for the year attributable toshareholders was Rs. 1155.66 Lakhs and Profit After Tax ('PAT') was Rs. 894.39 Lakhs. TheEarning per Share ("EPS") was at Rs. 8.94 for the financial year 2017-18
+ Consolidated Performance
During the financial year under review on a consolidated basis the operating revenue(including sales of shares) was higher at Rs. 5306.56 Lakhs as against Rs. 4412.85 Lakhs(an increase of approx 20%). The profit for the year attributable to shareholders was Rs.1138.24 Lakhs and Profit After Tax ('PAT') was Rs. 872.61 Lakhs. The Earning per Share wasat Rs. 8.73 for the financial year 2017-18.
The Company is of the view that there is no space for stagnancy in this fast growingeconomy. Moreover the Company deals in securities market being one of the mostfluctuating yet lucrative sector. Indo Thai Securities Limited has always believed thatfor the purpose of growth diversification and expansion are must.
Indo Thai Securities Limited for the purpose of setting its hand in commoditiesmarket has applied for transfer of Membership from Indo Thai Commodities Private Limited(the Associate Company of Indo Thai Securities Limited) in Multi Commodity Exchange ofIndia ("MCX") and National Commodity and Derivatives Exchange.
The Company is also engaging itself in market making of several Companies listed on SMEExchanges i.e. NSE Emerge and BSE SME. The Company is giving importance to margin tradingfacility for NSE clients.
Your Company has also registered itself as a Third Party Distributor in NCD BrokingFDs FMPs Bonds etc.
The Company is further exploring various fields to maintain and to escalate itself inthe securities market. ^ DIVIDEND
The Board of Directors in their meeting held on 26th May 2018 hasrecommended a final dividend @ 10% i.e. Re. 1/- per Equity Share of face value of Rs. 10/-each for the financial year 2017-18 aggregating to Rs. 1 Crore (excluding dividenddistribution tax). The dividend payout is subject to approval of Members at the ensuingAnnual General Meeting ("AGM") of the Company .
^ 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.
^ SUBSIDIARY/IESAND 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.
Indo Thai Globe Fin (IFSC) Limited was incorporated on 20th February 2017and has a paid - up share capital of Rs. 12500000/- (Rupees One Crore Twenty Five Lakhsonly). Mr. Dhanpal Doshi Mr. Sarthak Doshi and Mr. Sunil Kumar Soni are holding office asDirectors in the Company.
Indo Thai Realties Limited was incorporated on 1st March 2013 as a WhollyOwned Subsidiary Company of Indo Thai Securities Limited. Indo Thai Realties Limited has apaid - up share capital of Rs. 79787000/- (Rupees Seven Crores Ninety Seven LakhsEighty Seven Thousand only). Mr. Parasmal Doshi Mr. Om Prakash Gauba Mr. MayurRajendrabhai Parikh and Mr. Saurabh Oswal are holding office as Directors in the Companyand Ms. Mayuri Jain was rendering her services as the Company Secretary of Indo ThaiRealties Limited and has resigned from the post w.e.f. 13th July 2018.
Indo Thai Commodities Private Limited is an Associate Company of Indo Thai SecuritiesLimited 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% 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 office 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 public holidays upto thedate of the Annual General Meeting as required under Section 136 of the Companies Act2013. Any Member desirous of obtaining a copy of the said financial statements may requestto the Company Secretary. The financial statements including financial statements ofSubsidiaries and Associate Companies and all other documents required to be attached tothis report have been uploaded on the website of your Companywww.indothai.co.in.
The financial performance of Subsidiary Companies & Associate Company as includedin the consolidated financial statements of your Company and is also set out in theprescribed format '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) |
Your 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 and 152 read with Schedule IV andall other applicable provisions of the Companies Act 2013 and the Companies (Appointmentand Qualification 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 and Mrs.Shobha Santosh Choudhary were appointed as the Non-Executive Independent Directors at the20th AGM of the Company held on 20th September 2014 to hold officefor a term of 5 (Five) consecutive years from the date of 20th Annual GeneralMeeting.
Mr. Deepak Sharma was appointed as Chief Financial Officer pursuant to provisions ofSection 203 of Companies Act 2013 and rules made thereunder w.e.f. 9th May2014 as defined under Section 2(19) of Companies Act 2013 and falls under definition of"Key Managerial Personnel" of the Company pursuant to Section 2(51) of CompaniesAct 2013.
Pursuant to provisions of Section 203 of Companies Act 2013 and rules made thereunderand in adherence to Regulation 6(1) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Udayan Abhilash Shukla wasappointed as the Company Secretary cum Compliance Officer of the Company in the BoardMeeting held on Friday 20th January 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.
+ KeyManagerial Personnel
The Company observed no change in Key Managerial Personnel of the Company during theyear under review.
^ 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. Rajendra Bandi (Whole TimeDirector) (DIN: 00051441) is liable to retire by
rotation and being eligible seeks re-appointment at the ensuing Annual GeneralMeeting. Mr. Rajendra Bandi is not disqualified under Section 164(2) of the Companies Act2013. Board of Directors recommends his re-appointment in the best interest of theCompany.
Brief resume of the Director proposed to be appointed/reappointed nature of hisexperience in specific functions and area and number of listed 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 following link:
http://www.indothai.co.in/wp- content/uploads/2018/07/Details-of-Familiarization-Programme 2017-18.pdf
^ DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of the independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of theSecurities 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 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.
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 and Remuneration Committeeafter seeking inputs from all the Directors on the basis of criteria such as the Boardcomposition and structure effectiveness of Board processes information and functioningetc. as provided by the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on 5th January 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 and 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 12th March 2018performance 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 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 for the year ended 31st March2018 the applicable Accounting Standards have been followed and there are no materialdepartures for the same;
+ the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2018 and ofthe profits of the Company for the year ended on that date;
+ the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in
accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
+ the Directors have prepared the annual accounts on a going concern basis;
+ 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.
^ NUMBEROF MEETINGS OF THE BOARD
5 (Five) meetings of the Board were held on the following dates during the financialyear 2017-18:
I. Saturday 6th May 2017;
II. Thursday 3rd August 2017;
III. Thursday 14th September 2017;
IV. Wednesday 8th November 2017;
V. Wednesday 17th January 2018.
Details of such meetings are provided in the Corporate Governance Report which formspart of this report.
The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013.
+ STATUTORY AUDITOR AND AUDITOR'S REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s SPARK &Associates Chartered Accountants Indore (Firm Registration No. 005313C) were appointedas the Statutory Auditor of the Company at 22nd Annual General Meeting held on24th September 2016 till the conclusion of 27th AGM.
Pursuant to the notification issued by the Ministry of Corporate Affairs on 7thMay 2018 amending Section 139 of Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of the Statutory Auditors.
The Report given by the Auditors on the financial statement of the Company is part ofthis Annual Report. The Audit Report does not contain any qualification reservationadverse remark or disclaimer.
+ SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of Companies Act 2013 and rules madethereunder the Board has appointed M/s KaushaL Ameta & Co. Company Secretary inPractice (holding Certificate of Practice bearing No. 9103) to undertake the SecretarialAudit of the Company.
The Secretarial Audit Report for the financial year ended 31st March 2018is annexed herewith marked as "Annexure-B" in 'Form No. MR-3' andforms an integral part of this Report. No qualifications reservations and adverse remarkswere contained in the Secretarial Audit Report.
+ REPORTING OF FRAUDS BY THE AUDITORS
During the year under review the Statutory Auditor and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in the Board's Report.
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 and therefore there was no principal or interestoutstanding as on the date of the Balance Sheet.
In compliance with Regulation 26(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013the 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 link: http://www.indothai.co.in/wp-content/uploads/2018/06/Code-of-Conduct-for- Directors-and-Senior-Managment-1.pdf
All the Members of the Board the Senior Management Officers and Employees haveaffirmed compliance to the Code as on 31st March 2018. 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 year 2017-18 as stipulatedunder Regulation
34(2)(e) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of thisAnnual Report and gives detail of overall industry structure developments performanceand 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 adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 as amended from time totime.
Your Company has always believed that a system of strict internal control includingsuitable monitoring procedures and transparency is an important factor in the success andgrowth of any organization. It also ensures that financial and other records are reliablefor preparing financial statements.
Internal Audit Reports and significant audit observations are brought to the attentionof the Audit Committee of the Company. The internal controls existing in the Company areconsidered to be adequate vis-a-vis the business requirements.
Your Company ensures adequacy commensurate with its current size and business toensure operational efficiency protection and conservation of resources accuracy andpromptness in financial reporting and compliance of laws and regulations. It is supportedby the internal audit process and will be enlarged to be adequate with the growth in thebusiness activity.
For more details on internal financial control system and their adequacy kindly referManagement Discussion and Analysis Report.
^ INTERNAL AUDITORS
Internal Audit for the financial year 2017-18 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 Auditor 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 26th May 2018 in accordance with the circulars issued bySecurities and Exchange Board of India for conducting an Internal Audit of Stock Brokingand Depository Participant Operations Regulatory Compliance Audit for the financial year2018-19. The purpose of this Internal Audit is to examine that the processes andprocedures followed and the operations carried out by the Company meet with therequirements prescribed by SEBI and Stock Exchange(s) for Depository Participant/TradingMembers/Clearing Members.
^ LISTING & DEPOSITORY FEE
The Company has paid Annual Listing Fee for the financial year 2018-19 to BSE Ltd. andNational 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 2018-19.
^ EXTRACTOF 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.11 & 40 in the notes to the financial statements.
^ RELATEDPARTY TRANSACTIONS
There were no materially significant related party transactions which fall under thescope of Section 188(1) of the Companies Act 2013 i.e. transactions of material naturewith its promoters directors or senior management or their relatives etc. that may havepotential conflict with the interest of the Company at large. Transactions entered withrelated parties as defined under Section 2(76) of the Companies Act 2013 and provisionsof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year 2017-18 were mainly in theordinary course of business and on an arm's length basis.
Prior approval of the Audit Committee is obtained by the Company before entering intoany related party transaction as per the applicable provisions of Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. As per the provisions of Section 188 of the Companies Act 2013approval of the Board of Directors is also obtained for entering into related partytransactions by the Company. A quarterly update is also given to the Audit Committee andthe 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 material contract arrangementor transaction with related parties as defined under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and Policy onMateriality of Related Party Transactions and Dealing with Related Party Transactions ofthe Company. The details with respect to the related party transactions are mentioned inthe notes to the audited (standalone) financial statements.
There were no transactions during the year under review that are required to bereported in Form AOC-2 and such Form AOC-2 is given as Annexure -C in this Board'sReport.
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/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 to managing therisks in a proactive and efficient manner. Your Company periodically assesses risks in theinternal and external environment along with the cost of treating risks and incorporatesrisk treatment 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 also been insured under different kinds of separate policies i.e. StandardFire and Special Perils Policy Electronic Equipment Insurance Vehicle Insurance Policy.Company has also taken Keyman Insurance Policy(ies) in order to avoid large negativeimpact 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 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:
http://www.indothai.co.in/wp- content/uploads/2018/06/Risk-Management- Policv06.05.2017.pdf
^ CORPORATE SOCIAL RESPONSIBILITY ("CSR") & CSR INITIATIVES
The Company has 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 in aprudent manner.
The brief outline of the Corporate Social Responsibility 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's website at the link:
During the year the Company spent Rs. 700300/- (Rupees Seven Lakhs Three Hundredonly) on Corporate Social Responsibility activities. The amount required to be spent bythe Company on Corporate Social Responsibility (CSR) related activities as
specified in Schedule VII of the Companies Act 2013 for the financial year 2018-19 isRs. 837950/- (Rupees Eight Lakhs Thirty Seven Thousand Nine Hundred and Fifty only). TheCompany will utilize the aforementioned amount on CSR Activities in the year 2018-19.
^ VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisionsof Section 177(9) of the Companies Act 2013 read with the Companies (Meetings of Boardand its Powers) Rules 2014 and Regulation 22 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The policy providesfor a framework and process whereby concerns can be raised by its Employees and Directorsto the management about unethical behavior actual or suspected fraud or violation of theCode of conduct 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 policy provides for adequate safeguards againstvictimisation of employees and Directors of the Company.
The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company's website atthe link:
http://www.indothai.co.in/wp- content/uploads/2018/06/Vigil-Mechanism- Policy06.05.2017.pdf.
^ 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 has formulated the Nomination andRemuneration Policy for Directors Key Managerial Personnel and Employees of the Companyin order to pay equitable remuneration to Directors KMPs 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 onRemuneration of Directors Key Managerial Personnel and Other Employees' has beenstated in "Annexure-F" set out to be part of Board's Report.
The policy may also be accessed on the Company's
website at the Link:
http://www.indothai.co.in/wp- content/upLoads/2018/06/PoLicv-on-Remuneration-of-Directors-KMP-and-other-EmpLovees.pdf ^ POLICY ON PRESERVATION OF DOCUMENTS ANDRECORDS
Your Company has formulated a policy on Preservation of Documents and Records inaccordance 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 the Link:
^ 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 ofMateriaLity has been adopted by the Board to determine the events and information whichare materiaL in nature and are required to be discLosed to the concerned Stock Exchanges.
The said poLicy is avaiLabLe on the website of the Company at the Link:
^ MATERIAL SUBSIDIARY
In accordance with the requirements of ReguLation 16(1)(c) and ReguLation 24 ofSecurities and Exchange Board of India (Listing ObLigations and DiscLosure Requirements)ReguLations 2015 the Company has formuLated a PoLicy for Determining MateriaLSubsidiaries.
The same has been hosted on the website of the Company at the Link:
^ CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has in pLace a Code of Conduct for Prohibition of Insider Trading underSEBI (Prohibition of Insider Trading) ReguLations 2015 which Lays down the process oftrading in securities of the Company by the empLoyees and connected persons and toreguLate monitor and report trading by such empLoyees and connected persons of theCompany either on his/her own behaLf or on behaLf of any other person on the basis ofunpubLished price sensitive information. The Company reviews the poLicy on need basis.
The poLicy on Insider Trading is avaiLabLe on the website of the Company at the Link:
http://www.indothai.co.in/wp- content/upLoads/2018/06/Insider-Trading- PoLicy ITSL06.05.2017-FinaL.pdf
^ 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 forFair DiscLosure of UnpubLished Price Sensitive Information with a view to Lay downpractices and procedures for fair discLosure of unpubLished price sensitive informationthat couLd impact 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 URL:
^ ARCHIVAL POLICY
The Company has formuLated a poLicy for archivaL of its records under ReguLation 9 ofSEBI (Listing ObLigations and DiscLosure Requirements) 2015. The poLicy deaLs with theretention and archivaL of corporate records of Indo Thai Securities Limited and aLL itssubsidiaries. The poLicy provides guideLines for archiving of corporate records anddocuments as statutoriLy required by the Company.
The Archival Policy is available on the website of the Company at the link:
http://www.indothai.co.in/wp- content/uploads/2018/07/Archival- Policv 07112015.pdf
^ PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the Company. TheCompany has in place 'Policy against Sexual Harassment of Women at Workplace' in line withthe requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 (hereinafter referred as the "said Act") and rules madethere under. As per the provisions of Section 4 of the said Act the Board of Directorshas constituted the Internal Complaints Committee ("ICC") at the RegisteredOffice and at all the Regional Offices of the Company to deal with the complaints receivedby the Company pertaining to gender discrimination and sexual harassment at workplace.
During the year under review there were no such incidents in relation to SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.
Your Company has also organised workshops and awareness programmes at regular intervalsfor sensitising the employees with the provisions of the Act and orientation programmesfor the Members of the ICC in the manner prescribed in the said Act.
The Policy against Sexual Harassment of Women at Workplace is available on the websiteof the Company at the link:
http://www.indothai.co.in/wp- content/uploads/2018/07/Policy-Against-Sexual- HarassmentITSL.pdf
Your Company pursuant to the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 has formed the Audit Committee under theChairmanship of Mr. Om Prakash Gauba. The composition of Audit Committee has been statedunder Corporate Governance Report and forms an integral part of report.
All recommendations made by the Audit Committee were accepted by the Board. The role ofthe Committee is to provide oversight of the financial reporting process the auditprocess the system of internal controls and compliance with laws. All possible measuresare taken by the Committee to ensure the objectivity and independence of IndependentAuditors.
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 skills 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.
Your Company also conducts in-house training programs to develop leadership as well asfunctional capabilities in order to meet future talent requirements and to enhancebusiness operations. Industrial relations were cordial throughout the year. To ensure thatthe employees are at their productive best we continue to work on simplifying theinternal processes through collaborative efforts with our workforce.
^ MATERIAL CHANGES
+ Material Changes during the financial year 201718 :
In Futures and Options Segment (F&O segment) of National Stock Exchange IndiaLimited the Company's Clearing Member was changed to Edelweiss Custodial ServicesLimited.
+ Material Changes after the end of financial year 2017-18 :
The Company issued a Postal Ballot Notice dated 28thApril 2018 for thefollowing businesses:
1. To increase the borrowing limits u/s 180(1)(c) of the Companies Act 2013.
2. To create charge/mortgage etc. on Company's movable or immovable properties in termsof Section 180(1)(a) of the Companies Act 2013.
3. To ratify increase in remuneration of Mr. Dhanpal Doshi Managing Director cum CEOof the Company.
All the above resolutions were duly passed with requisite majority. The results for thesame were declared on 16th June 2018 along with the Scrutinizer's Report.
The Postal Ballot result is available on the website of the Company at the link:
^ 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 in terms of remuneration forms part of the Board's Reportunder "Annexure-G''.
^ CORPORATE GOVERNANCE
Your Company has been observing best corporate governance practices and benchmarkingitself in line with each such practice on a 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 toRegulation 34(3) read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges aReport on Corporate Governance forms an integral part of this annual report. A 'Certificate'from the M/s Kaushal Ameta & Co. Practicing Company Secretary 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.
The details of Executive Director liable to retire by rotation and seekingre-appointment are made part in the Annexure to Notice of 24th AGM underBrief Profile of Directors seeking Re-Appointment as required under Regulation 36of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
^ 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 and therefore the Company's activities involve very low energy consumption andhas no particulars to report regarding conservation of energy and technology absorption.However efforts are made to further reduce energy consumption.
There has been no earnings and outgo in foreign exchange during the financial year2017-18.
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 2017-18 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.
^ GOODSAND SERVICES TAX (GST)
Goods and Service Tax (GST) came into effect from 1st July 2017 through theimplementation of One Hundred and First Amendment of the Constitution of India. GSTreplaced the existing multiple cascading taxes levied by the Central and StateGovernments.
Your Company has successfully implemented and migrated to GST followed by the changesacross various departments/operations of the Company.
Other disclosures related to financial year 2017-18:
+ Your Company does not have any Employee Stock Option Scheme & Employee StockPurchase Scheme for its Employees/Directors.
+ Your Company has not issued shares with differential rights as to dividend voting orotherwise.
+ Neither the Managing Director nor the Whole-time Director(s) of the Company receivedany remuneration or commission from any of the Subsidiaries of your Company.
+ The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings ofBoard of Directors' and 'General Meetings' respectively have been duly complied by yourCompany.
^ APPRECIATIONS & ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude to Shareholders for theconfidence reposed by them and thank all the Clients Dealers and other businessassociates for their contribution to your Company's growth. The Directors also wish toplace on record their
appreciation of the valuable services rendered by the executives staff and workers ofthe Company.
Your Board expresses its gratitude for the assistance and co-operation extended bySEBI BSE NSE MSEI CDSL RBI MCA ROC Central Government and Government of variousStates and other Regulatory Authorities including Local Governing Bodies. Your Boardappreciates the precious support provided by the Auditors Lawyers and Consultants. Weplace on record our appreciation for the contribution made by our employees at all levels.Our consistent growth was made possible by their hard work solidarity cooperation andsupport.
| ||By order of the Board of Directors Indo Thai Securities Limited |
|Date : 23rd July 2018 Place : Indore ||Parasmal Doshi |
(Chairman cum WhoLe-time Director cum CFO)
DIN : 00051460