Your Directors take great pleasure in presenting the 27th Annual Report of INDOTHAI SECURITIES LIMITED (the Company) along with the Audited FinancialStatements for the financial year ended 31stMarch 2021.
Your Company has been offering services to corporate clients high net worthindividuals and retail investors since its inception. The Company is rendering broking andclearing services in the Capital & Derivatives Segments being a Member of NationalStock Exchange of India Limited (NSE) BSE Limited Metropolitan StockExchange of India Limited (MSEI) Multi Commodity Exchange of India Limited(MCX) and National Commodity & Derivatives Exchange Limited(NCDEX) and Depository Participant of Central Depository Services (India)Limited (CDSL). Considering our diversi ed base of customers and highlytalented workforce we are emerging as a growing Company in the eld of Securities Market.Indo Thai Securities Limited is the agship Company of 'Indo Thai' group which has itsRegistered Office at Indore.
The financial performance of the Company for the financial year ended 31st March 2021is summarized below:
| || || || ||(Rs. in Lakhs) |
| ||Standalone ||Consolidated |
|Particulars ||(Figures as per IND AS) |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|a. Total Revenue from Operations ||2188.19 ||938.10 ||2190.17 ||937.24 |
|b. Other Income ||75.28 ||4.33 ||115.28 ||57.49 |
|c. Total Income ||2263.47 ||942.43 ||2305.45 ||994.73 |
|d. Total Expenditure ||625.56 ||2302.95 ||685.91 ||2354.11 |
|e. Profit/(Loss) before exceptional items & tax ||1637.91 ||-1360.52 ||1619.53 ||-1359.38 |
|f. Exceptional Items ||0.00 ||0.00 ||0.00 ||0.00 |
|g. Profit/(Loss) before tax ||1637.91 ||-1360.52 ||1619.53 ||-1359.38 |
|h. Provision for Income Tax || || || || |
|Current Tax ||-1.12 ||0.96 ||-0.82 ||0.96 |
|Deferred Tax ||389.57 ||-272.20 ||383.60 ||-276.75 |
|I. Profit/(Loss) for the period from continuing operations ||1249.45 ||-1089.28 ||1236.75 ||-1083.59 |
|j. One time impact on Tax Expenses (current & deferred) due to change in tax rate ||218.95 ||- ||218.95 ||- |
|k. Profit /(Loss) for the period ||1030.50 ||-1089.28 ||1017.80 ||-1083.59 |
|l. Other Comprehensive Income ||13.90 ||-11.07 ||13.90 ||-11.07 |
|(Net of tax) || || || || |
|m. Total comprehensive Income ||1044.39 ||-1100.35 ||1030.23 ||-1095.66 |
|n. Paid up Equity Share Capital ||1000 ||1000 ||1000 ||1000 |
|o. Earnings Per Share ||10.30 ||-10.89 ||10.18 ||-10.84 |
The total revenue (including sale of shares) was registered at Rs. 2263.47 Lakhs asagainst Rs. 942.43 Lakhs in previous year. The Profit for the year was Rs. 1637.91 Lakhsand profit after Tax was Rs. 1030.50 Lakhs. The Earning per Share (EPS) was atRs. 10.30 for the financial year 2020-21.
During the financial year under review on a consolidated basis the total revenue(including sale of shares) was Rs. 2305.45 Lakhs as against Rs. 994.73 Lakhs in theprevious year. The profit for the year was Rs. 1619.53 Lakhs and that after Tax was Rs.1017.80 Lakhs. The Earning per Share was at Rs. 10.18 for the financial year 2020-21.
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 business sector. Indo Thai Securities Limited has alwaysbelieved that for the purpose of growth diversification and expansion are must.
The Company is further exploring various fields to maintain and to escalate itself inthe securities market.
The world faced an unprecedented once-in-a-lifetime catastrophe in the form of theCOVID-19 pandemic. In the Financial Year 2020-21 the Covid-19 pandemic developed rapidlyinto global crisis forcing governments to enforce lock-downs of all economic activities.The Indian Government declared complete lock-down since 24th March 2020 continuing tillthe end of the 1st quarter of the F.Y. 2020-21 with minor exemptions and essentialservices were allowed to operate with limited capacity. Capital markets and bankingservices had been declared as essential services and accordingly the Company has beencontinuing the operations with minimal permitted staff at branches. However otheremployees were encouraged to work from home. All operations and servicing of clients weresmoothly ensured without any interruptions as the activities of trading settlement DPstock exchanges and depositories functions have been fully automated and seamlessprocesses.
The Board of Directors in their meeting held on 30th June 2021 has recommended a naldividend @10% i.e. Re.1/-per Equity Share of face value of Rs.10/-each for the financialyear 2020-21 aggregating to Rs. 1 Crore. The dividend payout is subject to approval ofMembers at the ensuing Annual General Meeting (AGM) of the Company.
TRANSFER TO RESERVES
During the year under review no amount was transferred to General Reserve.
SUBSIDIARY/IES AND ASSOCIATE/S
Indo Thai Realties Limited
Incorporated on 1st March 2013 as a Wholly Owned Subsidiary Company of Indo ThaiSecurities Limited Indo Thai Realties Limited has paid - up share capital of Rs.79787000/- (Rupees Seven Crores Ninety-Seven Lakhs Eighty-Seven Thousand only). Mr.Parasmal Doshi Mr. Om Prakash Gauba Mr. Mayur Rajendrabhai Parikh and Mr. Dhanpal Doshiare holding office as Directors of the Company and Ms. Bhumika Saxena is tendering herservices as Company Secretary of the Company.
Indo Thai Globe Fin (IFSC) Limited
Incorporated on 20th February 2017 Wholly Owned Subsidiary Company of Indo ThaiSecurities Limited Indo Thai Globe Fin (IFSC) Limited has a paid - up share capital ofRs. 12500000/- (Rupees One Crore Twenty-Five Lakhs only). Mr. Dhanpal Doshi Mr.Sarthak Doshi Mr. Rajendra Bandi and Mr. Sunil Kumar Soni are holding office as theDirectors of the Company.
Indo Thai Commodities Private Limited
An Associate Company of Indo Thai Securities Limited being incorporated on 21stNovember 2003 having 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 the Directors of 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 Indian Accounting Standard (Ind AS) 110 asissued by the Institute of Chartered Accountants of India which have been furnished underNote No. 41 to the Consolidated Financial Statements and forms part of this Annual Report.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and Audited Financial Statements of each of its subsidiaries together with therelated information are available on the website of your Company.
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 tothis Board's Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In compliance with the provisions of Sections 149 and 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 modi cation(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 and Mrs. Shobha Santosh Choudhary wereappointed as the Non-Executive Independent Directors at the 25th Annual General Meeting(AGM) of the Company held on 28th September 2019 to hold office for a term of 5 (Five)consecutive years from 20th September 2019 to 19th September2024.
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 25th AGM conform to therequired integrity experience and expertise standards. In accordance with the Rule 6 ofCompanies (Appointment and Qualification of Directors) Fifth Amendment Rules 2019 Mr. OmPrakash Gauba Mr. Sunil Kumar Soni and Mrs. Shobha Santosh Choudhary are exempted fromappearing for the online pro ciency self-assessment test conducted by the Institute underSection 150(1) of the Companies Act 2013.
Further Mr. Dhanpal Doshi (Managing Director cum CEO)Mr. Parasmal Doshi (Whole-TimeDirector - Finance)and Mr. Rajendra Bandi (Whole Time Director) were re-appointed at the26th AGM held on 30th September 2020 to hold office for a term of 3 (Three) consecutiveyears out of which Mr. Parasmal Doshi and Mr. Rajendra Bandi are liable to retire byrotation.
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 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 rules made thereunderand in adherence to Regulation 6(1) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Sanjay Kushwah wasappointed as the Company Secretary cum Compliance Officer of the Company in the BoardMeeting held on Monday 23rd July 2018.
CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL
There have been no changes in Board of Directors and Key Managerial Personnel of theCompany during the year 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. Parasmal Doshi (Whole TimeDirector) (DIN: 00051460) is liable to retire by rotation and being eligible seeksre-appointment at the ensuing AGM. Mr. Parasmal Doshi 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 for re-appointment ofaforesaid Director. A brief resume of the Director proposed to be re-appointed nature ofhis experience in specific functions and area and number of listed companies in which heholds Membership/Chairmanship of Board and Committees shareholdings and inter-serelationships with other Directors as stipulated under Regulation 36(3) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and Secretarial Standards on General Meetings (SS-2) are provided in the 'Annexure tothe Notice of AGM' forming part of the Annual Report
FAMILIARIZATION 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/2021/03/Details-of-Familiarization-Programmes_2020-21.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 he/she meets the criteria of theindependence laid down in Section 149(6) of the Companies Act 2013 along with Regulation16(1)(b) and Regulation 25 of the Securities and Exchange Board of India (ListingObligations 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 its Committees and ofindividual Directors pursuant to the provisions of the Companies Act 2013 and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations 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 05th 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 08th March 2021 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 for the year ended 31st March 2021 theapplicable Accounting Standards have been followed and there are no material departuresfrom 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 2021 and of the profitsof 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 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
- 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.
NUMBER OF MEETINGS OF THE BOARD
5 (Five) meetings of the Board were held on the following dates during the financialyear 2020-21:
i. Thursday 30th July 2020;
ii. Saturday 29thAugust 2020;
iii. Tuesday 15thSeptember 2020;
iv. Wednesday 21st October 2020;
v. Friday 12th February 2021.
Details of such meetings are provided in the Corporate Governance Report which formspart of this report.
Due to COVID -19 pandemic Ministry of Corporate Affairs and SEBI vide Circular No.11/2020 dated 24th March 2020 and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated 26thJune 2020 respectively provided relaxation from observing the maximum stipulated timegap between two meetings from 120 days to 180 days.
In regards to the above stated circulars the maximum interval between two meetings ismore than 120 days.
STATUTORY AUDITOR AND AUDITOR'S REPORT
The tenure of M/s SPARK & Associates Chartered Accountants LLP(Formerly known asM/s SPARK & Associates) Indore (Firm Registration No. 005313C/C400311) will expire atthe ensuing Annual General Meeting having regard to the provisions of the Section 139 ofthe Companies Act 2013.
Accordingly the Board has proposed for the re-appointment of M/s SPARK &Associates Chartered Accountants LLP(Formerly known as M/s SPARK & Associates) Indore(Firm Registration No. 005313C/C400311) as recommended by the Audit Committee. Members arerequested to consider their re-appointment. The re- appointment of the auditor is proposedto the Members in the Notice of the ensuing Annual General Meeting vide item no. 4 foranother term of 5 (Five) years commencing from the conclusion of ensuing 27th AnnualGeneral Meeting till the conclusion of the 32nd Annual General Meeting. The Company hasreceived a confirmation from the Statutory Auditor to the effect that their re-appointment if made would be within limits prescribed under Section 141 of the CompaniesAct 2013.
The Report given by the Auditor 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 the Companies Act 2013 and rules madethereunder the Board has appointed M/s Kaushal Ameta & Co. Company SecretariesIndore(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 2021 is annexedherewith marked as Annexure-B in 'Form No. MR-3' and forms anintegral part of this Report. No qualifications reservations and adverse remarks werecontained in the Secretarial Audit Report.
Further pursuant to Regulation 24A of the Securities and Exchange Board of India(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 31st March 2021. 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 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.
CODE OF CONDUCT
In compliance with Regulation 26(3) of the 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). TheCode is applicable to the Members of the Board the Senior Management Officers andEmployees of the Company. The Code is available on the following link:https://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 2021. Declaration to this effect signedby Managing Director cum CEO forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year 2020-21 as stipulatedunder Regulation 34(2)(e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection 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 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 Audit for the financial year 2020-21 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 30th June 2021 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 year2021-22. 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 2021-22 to BSE Limitedand National Stock Exchange of India Limited according to the prescribed norms ®ulations.
Company has also paid Annual Custody Fee to National Securities Depository Limited andIssuer Fee to Central Depository Services (India) Limited for the financial year 2021-22.
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the AnnualReturn as on 31st March 2021 is available on the Company's website and may be accessedat: https://www.indothai.co.in/wp-content/uploads/2021/09/Form-MGT-7_2020-21.pdf
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.6 & 7 in the notes to the Financial Statements.
RELATED PARTY 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 the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year 2020-21 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 the Companies Act 2013and the 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 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 Cin this Board Report.
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:
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 alsobeen insured under different kinds of separate policies i.e. Standard Fire and SpecialPerils Policy Electronic Equipment Insurance Vehicle Insurance Policy. Company has alsotaken Keyman 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:https://www.indothai.co.in/wp-content/uploads/2018/10/Risk-Management-Policy_20.09.2018.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR) & CSR INITIATIVES
The Company has constituted Corporate Social Responsibility Committee under theChairmanship of Mr. Parasmal Doshi Whole Time Director of the Company in order toconduct and review Corporate Social Responsibility activities in a prudent 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-D of this report asAnnual Report on CSR Activities.
Policy may be accessed on the Company's website at the link:
As an integral part of society your Company considers social responsibility as anintegral part of its business activities and endeavor to utilize allocable CSR budget forthe benefit of society. The CSR Committee confirms that the implementation and monitoringof CSR Policy is in compliance with CSR objectives and policy of the Company. For adetailed report on CSR please refer to Annexure - D to this boardreport.
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 the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. The policyprovides for a framework and process whereby concerns can be raised by its Employees andDirectors to the management about unethical behavior actual or suspected fraud orviolation of the Code of conduct or legal or regulatory requirements incorrect ormisrepresentation of any financial statements and have been outlined in CorporateGovernance Report which forms part of this Annual Report. The policy provides for adequatesafeguards against victimization of employees and Directors of the Company.
The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company's website atthe link :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 2013 and in complianceof Regulation 19 of the 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-E set out to be part of Board's Report.
The policy may also be accessed on the Company's website at the link:
POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS
Your Company has formulated a policy on Preservation of Documents and Records inaccordance with Regulation 9 of the 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 thedisposal/destruction of documents and records after their minimum retention period can becarried out.
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 the 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 POLICY
In accordance with the requirements of Regulation 16(1)(c) and Regulation 24 of theSecurities 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 FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code for Prohibition of Insider Trading under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015which lays down the process of trading in securities of the Company by the employeesdesignated persons and connected persons and to regulate monitor and report trading bysuch employees and connected persons of the Company either on his/her own behalf or onbehalf of any other person on the basis of unpublished price sensitive information. TheCompany reviews the policy on need basis.
The Code for Prohibition of Insider Trading is available on the website of the Companyat the link:
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 link:
The Company has formulated a policy for archival of its records under Regulation 9 ofthe 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 the link:
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 organized workshops and awareness programmes at regular intervalsfor sensitizing 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 updated policy against Sexual Harassment of Women at Workplace is available on thewebsite of the Company at the link:
Pursuant to the provisions of Section 177 of the Companies Act 2013 and Regulation 18of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company 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.
Attracting enabling and retaining talent have been the cornerstone of the HumanResource function and the results underscore the important role that human capital playsin critical strategic activities such as growth. A robust Talent Acquisition systemenables the Company to balance unpredictable business demands with a predictable resourcesupply through organic and inorganic growth.
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. Also during theprevalent conditions of COVID-19 the employees have been supported in all possiblemanners and all the necessary steps have been taken to ensure their safety as theCompany's business was considered as essential service during these pandemic times.
Material Changes during the financial year 2020-21 :
Due to the complexity of the Business the Company in it's Board Meeting held on 12thFebruary 2021 has withdrawn the decision to act as corporate agent under IRDAI(Registration of Corporate Agents) Regulations 2015.
Material Changes after the end of financial year 2020-21 :
There were no material changes after the end of financial year 2020-21.
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-F 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-F''.
Your Company's Corporate Governance Practices are a reflection of the value systemencompassing culture policies and relationships with its stakeholders. Integrity andtransparency are key to Corporate Governance Practices to ensure that the Company gain andretain the trust of its stakeholders at all times. Your Company is committed for higheststandard of Corporate Governance in adherence of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Pursuant toRegulation 34(3) read with Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 with the StockExchanges a Report on Corporate Governance forms an integral part of this annual report.A 'Certificate' from M/s Kaushal Ameta & Co. Practicing Company Secretaryconfirming compliance by the Company of the conditions of Corporate Governance asstipulated in Regulation 34(3) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is also annexed as Annexure-Gto this Board's Report.
The details of Executive Director liable to retire by rotation are made part in the Annexureto Notice of 27th AGM under Brief Profile of Directors seeking Re-Appointmentas required under Regulation 36 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) 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 andhave 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 year2020-21.
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-H.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL
During the financial year 2020-21 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.
Other disclosures related to financial year 2020-21:
A. Your Company does not have any Employee Stock Option Scheme & Employee StockPurchase Scheme for its Employees/Directors.
B. Your Company has not issued shares with differential rights as to dividend votingor otherwise.
C. 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.
D. 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.
Electronic copies of the Annual Report 2020-21 and the Notice of 27th AGM are sent toall members whose email addresses are registered with the Company/depositoryparticipants(s). For members who have not registered their email addresses were providedan opportunity to register the same. We strongly promote the purpose and intention behindGreen Initiative and accordingly the required processes and efforts have been made toencourage the shareholders to get their email addresses registered so that AnnualReports Notices and all other concerned information can be received by them.
APPRECIATIONS & ACKNOWLEDGEMENTS
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 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-operation extended bySEBI BSE NSE MSEI CDSL NSDL MCX NCDEX RBI MCA Central Government and Governmentof various States and other Regulatory Authorities including Local Governing Bodies. YourBoard appreciates the precious support provided by the Auditors Lawyers and Consultants.The Company will make every effort to meet the aspirations of its Shareholders.