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Directors Report of Indo Thai Securities Ltd.

Mar 31, 2015

The directors are pleased to present the 21st Annual Report together with the Audited Financial Statements for the year ended 31st March, 2015.

- CORPORATE OVERVIEW

Your Company has been offering services to corporate clients, high net worth individuals and retail investors since past 20 years. Company is rendering broking and clearing services in the Capital & Derivatives Segments being a Member of National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (''MSEI'') (formerly known as MCX Stock Exchange Ltd.) and Depository Participants of Central Depository Services India Limited (CDSL). Considering with our diversified base of customer and highly talented workforce we are emerging as growing company in the field of security market. Indo Thai Securities Limited is a flagship Company of ''Indo Thai'' group, which has its Registered Office in Indore.

- FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended 31st March, 2015 is summarized below:

(Rs. in Lacs)

Particulars

Year ended 31.03.2015

Year ended 31.03.2014

Revenue from Operations

3199.44

1880.45

Other Income

424.07

229.44

Total Income

3623.51

2109.89

Total Expenditure (Including Exceptional Items)

3348.78

2016.74

Profit Before Tax (PBT)

274.73

93.15

Provision for Income Tax

33.51

24.64

Profit After Income Tax(including Deferred taxes)

241.22

68.51

Surplus brought forward from previous year

281.87

213.36

Amount available for appropriations

395.61

281.87

Proposed Dividend

100.00

Nil

Earnings Per Share (Amount in Rs.)

Rs. 2.41

Rs. 0.69

- PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIRS

Another year of your Company''s operation has been successfully accomplished with profits. The financial performance of your Company during the financial year ended 31st March 2015 remained healthy. Increased operational income led to high Revenue growth. The Net-worth of your Company as on 31st March, 2015 was Rs. 37,81,76,470/-as against Rs. 36,68,02,277/-in previous year.

- Standalone Performance

- Revenue: The operating revenue (including sales of shares) was remarkable at Rs. 3199.44 Lacs as against Rs. 1880.45 Lacs in previous year ended on 31st March 2014.

- Profit Before Tax : On a standalone basis your Company earned a higher Profit Before Tax (PBT) of Rs. 274.73 Lacs as against Rs. 93.15 Lacs in previous year.

- Profit After Tax: Company has reported a Profit After Tax (PAT) of Rs. 241.22 Lacs as against Rs. 68.51 Lacs in previous years.

- Earning Per Share: Due to higher earnings and after full year appropriation, the earning per share (EPS) was at Rs. 2.41 for the financial year 2014-15 as against Rs. 0.69 in the previous year.

- Consolidated Performance

- Revenue : During the financial year under review, on a consolidated basis, the Operating Revenue was higher at Rs. 3199.44 Lacs as against Rs. 1880.45 of previous year (an increase of approx 70%). The increase in consolidated operational revenue was achieved due to huge revenue generation.

- Profit Before Tax : On a consolidated basis your Company earned a higher Profit Before Tax (PBT) of Rs. 360.42. Lacs as against previous year Rs. 117.54 Lacs.

- Profit After Tax: The consolidated profit after tax (PAT) has been jumped to Rs.296.10 Lacs, and is remarkable as compared to previous year which stood at Rs.86.50 Lacs.

- Earning Per Share : During the financial year 20142015, due to huge earnings and after full year appropriations, the earning per share was Rs. 2.96 as against Rs. 0.48 in the previous financial year.

- FUTURE PROSPECTS

There always exist a need for continuous efforts to bring about transformation and improvement in the working and functioning of the affairs of the Company so that it becomes fair, transparent, competitive and attractive for stakeholders.

Keeping the growth prospects of the company and its shareholders in mind, ITSL has been concentrating on working into a new segment i.e., marketing of Mutual Fund products from the current financial year (2015-1 6), thereby diversifying the working affairs of the Company and enhancing its Financial Performance in the future.

- DIVIDEND

Your Directors are very pleased to recommend a dividend @ 10% i.e. Re. 1/- per Equity Share of face value of Rs. 10/- each for the financial year ended March 31, 2015, aggregating to Rs. 1 Crore (excluding dividend distribution tax). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. For the first time in the history of Indo Thai Securities Limited, your Company is going to join in the club of ''Dividend Paying Companies'' of all listed companies at the Stock Exchange, subject to approval of members.

The dividend will be paid to members whose names appear in the Register of Members on cut-off/record date mentioned in the Notice to ensuing AGM. In respect of shares held in dematerialized form it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

- TRANSFER TO RESERVES

During the year under review, no amount was transferred to General Reserve and profit available after assets write-off and provision for dividend and Dividend Distribution Tax has been carried forward to the Profit & Loss statement.

- CASHFLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, a Cash Flow Statement is attached to the Balance Sheet along with Auditors Report.

- SUBSIDIARY/IES AND ASSOCIATES

During the financial year 2014-15 your company was having two Wholly Owned Subsidiary Companies i.e. Indo Thai Realties Limited & Indo Thai Fincap Limited, Out of which Indo Thai Fincap Limited ceased to exist during the quarter ended on December 2014.

The Financial Statements of the subsidiaries and associate company (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. A separate segment containing the salient features of financial statements of a subsidiaries and associate company of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013, which have been furnished under Note No. 37 to the Consolidated Financial Statements and forms part of this Annual Report.

The financial statements of the subsidiary and associate Company and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and associate company and all other documents required to be attached to this report have been uploaded on the website of your Company (www.indothai.co.in). The financial performance of subsidiary included in the consolidated financial statements of your Company is set out in the “Annexure-A” to this Annual Report.

Indo Thai Realties Limited was incorporated on 01.03.2013 as Wholly Owned Subsidiary of Indo Thai Securities Limited and ITSL has invested Rs. 7,97,87,000/- (Rupees Seven Crores Ninety Seven Lacs Eighty Seven Thousand only) as a subscription to the Memorandum of Association. Mr. Parasmal Doshi, Mr. Om Prakash Gauba, Mr. Mayur Rajendrabhai Parikh and Mr. Saurabh Oswal are holding office as Directors of Company and Ms. Shikha Komal Jain is tendering her services as Company Secretary of Indo Thai Realties Limited.

Indo Thai Securities Limited had transferred its 100% shareholding held in M/s Indo Thai Fincap Limited (the Wholly Owned Subsidiary of Indo Thai Securities Limited) on 27.12.2014, as a result of this, Indo Thai Fincap Limited (ITFL) is cease to exist as subsidiary of your Company. Further, Mr. Dhanpal Doshi, Mr. Parasmal Doshi and Mr. Om Prakash Gauba had resigned from Board of aforesaid subsidiary company from the date of 19.12.2014.

Indo Thai Commodities Pvt. Ltd. is the Associate Company of Indo Thai Securities Ltd. and detailed descriptions about the financial performance of the associate company has been set out in “Annexure -A” to this report.

f DIRECTORS & KEY MANAGERIAL PERSONNEL

During the financial year under review, in compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement Shri Om Prakash Gauba, Shri Sunil Kumar Soni, Shri Sukrati Ranjan Solanki, Smt. Shobha Santosh Choudhary were appointed as the Non-executive Independent Directors of the Company at the 20th AGM of the company held on 20th September, 2014 to hold office for a term of 5 (Five) consecutive years from the date of 20th Annual General Meeting.

Further, Mr. Dhanpal Doshi, Mr. Parasmal Doshi and Mr. Rajendra Bandi were re-appointed as Managing Director cum Chief Executive Officer, Whole-time Director cum Chief Financial Officer and Whole-time Director of the company respectively for a term of 3 consecutive years from date of 20th AGM, out of them Mr. Parasmal Doshi and Mr. Rajendra Bandi are liable to retire by rotation.

Mr. Parasmal Doshi is the Director liable to retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting. Brief resume of the Director proposed to be appointed/ reappointed, nature of his experience in specific functions and area and number of companies in which he hold membership/chairmanship of Board and Committees, Shareholdings and inter-se relationships with other directors as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Annexure to Notice forming part of the Annual Report.

Except above there are no changes in the Directorship of the Company during the year under review.

Further, Mr. Deepak Sharma was appointed as Chief Financial Officer w.e.f. 09.05.2014 as defined under Section 2(19) and falls under Section 2(51) as “Key Managerial Personnel” of the Company.

Mr. Anurag Kumar Saxena was appointed as Company Secretary and tendering his services since 16.11.2009 as Company Secretary cum Compliance Officer of the Company. He is responsible to ensure compliance with applicable statutory requirement and to advise and assist the Board for Company''s conduct of affairs and for effective decision making of Board.

- FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of Familiarisation Programme arranged for Independent Directors have been disclosed on the web site of the company and are available at the following link:(http://www.indothai.co.in/Admin/Investors/Shar eholders/Familiarization%20Program%20for%20ID s ITSL.pdf)

- DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors of the Company have given ''Declaration of Independence'' confirming that they meet the criteria of Independent Director as envisaged in Section 149(6) of the Companies Act, 2013 read with schedules and rules made there under as well as Clause 49 of the Listing Agreement.

- CODE OF CONDUCTS FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors, this Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of Independent Directors.

- ANNUAL EVALUATION

Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feedback forms for evaluation of Board, Independent Directors and Chairman.

Independent Directors, in their meeting held on 26th March 2015 transacted all the business cited under Clause 49(IIB)(6)(b) of the Listing Agreement and Clause VII(3) of the Schedule IV of the Companies Act 201 3 which includes Board''s Performance, performance of Chairman and other Non-independent Directors.

The Board subsequently evaluated performance of its own, Committees and Independent Directors without participation of the relevant director.

- DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in term of Section 134(3)(c) of the Companies Act 2013 that:

- In the preparation of the Annual Accounts, for the Year ended 31st March 2015 the applicable accounting standards have been followed and there are no material departures for the same;

- Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31 March, 2015 and of the profits of the Company for the year ended on that date;

- Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Directors have prepared the annual accounts on a going concern basis;

- Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

- AUDITORS & AUDITOR''S REPORT

M/s. S. Ramanand Aiyar & Company, Indore the statutory auditors of the Company retires at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Company has received a confirmation from the Statutory Auditors to the effect that their reappointment, if made, would be within limits prescribed under Section 141(3) (g) of the companies Act 2013.

The notes on Financial Statements referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments. There are no qualifications, reservation and adverse remark were contained in the Auditors Report.

- SECRETARIAL AUDIT

Pursuant to the Provisions of Section 204 of Companies Act, 2013 and rules made there under, the Board has appointed M/s Kaushal Ameta & Co., Company Secretaries in Practice (holding Certificate of Practice bearing No 9103) to undertake the secretarial audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as “Annexure-B” in Form MR-3 and forms an integral part of this Report. No qualifications, reservation and adverse remark were contained in the Secretarial Audit Report.

- PUBLICDEPOSITS

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

- CORPORATE GOVERNANCE

Your Company has been observing best corporate governance practice and benchmark itself against each such practice on-going basis. Your Company is committed for highest standard of Corporate Governance in adherence of SEBI and Listing Agreement norms. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance forms an integral part of this annual report. A certificate from the Practicing Company Secretary, M/s Kaushal Ameta & Co. confirming compliance by the Company of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also annexed to this Annual Report.

- CODE OF CONDUCT

Pursuant to the provisions of Clause 49 II (E) of the Listing Agreement, Code of Conduct had been laid down by the Company for its Board Members and Senior Management, officers & employees. All the Directors and the Senior Management, officers & employees have affirmed compliance with the said Code of Conduct. A declaration by the Chief Executive Officer regarding compliance by Board Members and Senior Management, officers & employees with the Code of Conduct for the year ended March 31, 2015 is annexed to this Annual Report.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year 2014-15, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report, And gives detail of overall industry structure, developments performance and state of affairs of the Company''s operations during the year.

- INTERNAL CONTROL SYSTEMS AND COMPLIANCE FRAMEWORK

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

- Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable.

- A system of strict internal control, including suitable monitoring procedures has always believed that transparency, systems and controls are important factors in the success and growth of any organization.

- The Company has an adequate system of internal control supported by an extensive programme of internal control; and systems are established to ensure that financial and other records are reliable for preparing financial statements. This department assumes great significance given the size, scope and rapid rate of growth of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

- Internal Audit Reports and significant Audit observations are brought to the attention of the Audit Committee of the Directors. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements.

- Your Company ensures adequacy with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

- INTERNAL AUDITORS

Internal Audit for the financial year 2014-15 was conducted by M/s Abhijeet Jain & Associates Chartered Accountants. Further, the Company has appointed M/s SPARK & Associates for conducting the internal audit of the Company for the financial year 2015-16. The idea behind conducting internal audit is to examine- that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Audit Department reviews the adequacy and efficiency of the key internal controls guided by the Audit Committee.

The Company has appointed M/s SPARK & Associates (Formerly Known As Harish Dayani & Co.) In accordance with the circulars issued by SEBI, for conducting an Internal Audit of stock broking and depository participant operations, Regulatory compliance Audit and Systems Audit. The purpose of this internal audit is to examine that the processes and procedures followed and the operations carried out by the Company meet with the requirements prescribed by stock exchanges and SEBI for Trading Members/Clearing Members.

- RISKMANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

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

Your Company has taken Brokers Indemnity Insurance Policy for exchange(s) in order to cover the risk arising from operations. Additionally, the assets of the Company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Policy, Burglary B.P., Electronic Equipment Insurance, Vehicle Insurance Policy. Company had also taken Key Man Insurance Policy in order to avoid large negative impact on the Company''s operations due to sudden loss of Keyman of the Company.

During the financial year 2014-15, the Board of Directors have approved the Risk Management Policy and the risk appetite for your Company under adherence of Section 134 of the Companies Act, 2013 and rules made there under. Directors have constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Mr. Parasmal Doshi. The details of Committee and its charter are set out in Corporate Governance Report forming part of this annual report. Further, there are no such risk which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis report which forms part of this Annual Report.

- EXTRACTOF ANNUAL RETURN

The details forming part of extract of Annual Return in Form MGT-9, as required 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-C” 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 of Section 186 of the Companies Act, 2013 and rules made there under are shown under Note No. 38 in the notes to the financial statements.

- NUMBEROF MEETINGS

During the year, four Board Meetings were held, with gap between meetings not exceeding the period prescribed under the Act; Description regarding the number of the Board and Committees meetings held during the financial year 2014-15 forms part of Corporate Governance Report.

- RELATED PARTIES TRANSACTION

Pursuant to Section 188 of the Companies Act, 2013 and Rules made there under all the transactions entered with related parties during the financial year 2014-15 were on arm''s length basis and in the ordinary course of business except two. Further the transactions requiring disclosure are stated in Form AOC-2 as “Annexure-D” and forms integral part of this Board Report. Further, there are no other Material Related Party Transactions during the year under review with the promoters, directors and key managerial personnel. Further, the details of Related Party Transactions are shown under the Note No. 43 to the financial statements.

The policy on materiality of Related Party Transactions and dealing with related party transaction has been approved by the board and may be accessed on the Company''s web site at the link.

http://www.indothai.co.in/Admin/Investors/Sharehol

ders/Policy%20on%20Related%20Party%20Transa

ctions 09.08.2014.pdf

- CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company had constituted the Corporate Social Responsibility Committee under the Chairmanship of Mr. Parasmal Doshi, Whole-time Director cum Chief Financial Officer of the Company in order to conduct and review Corporate Social Responsibility activities. The composition of CSR Committee has been stated under Corporate Governance Report; Details relating to formation of CSR Policy and its content has been disclosed in “Annexure-E” and set out to be part of Board''s Report. The CSR policy may be accessed on the Company''s w e b s i t e a t t h e l i n k . http://www.indothai.co.in/Admin/Investors/Shareholde rs/Corporate%20Social%20Resposibility%20Policy 1

0.11.2014.pdf

The Company has not crossed the threshold limit to implement the CSR. Hence, investment in CSR is not applicable to the Company during the Financial Year.

- VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Board had adopted Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and The Companies (Meetings of Board and Its Powers) Rules 2014 and Clause 49 of the Listing Agreement. The policy provides for a -framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Vigil Mechanism and Whistle Blower Policy of your Company have been outlined in Corporate Governance Report which forms part of this annual report.

The Vigil Mechanism Policy may be accessed on the Company''s web site at the

http://indothai.co.in/Admin/Investors/Shareholders/ Vigil%20Mechanism%20Policy 10.11.2014.pdf

- NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Clause 49 (IV) (B) (1) of the Listing Agreement, the Company had formed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and employees of the company in order to pay equitable remuneration to Directors , KMP''s and other Employees of the company. The composition of Nomination and Remuneration Committee has been given under corporate governance report forming part of this annual report and Remuneration Policy has been stated in “Annexure-F” set out to be part of Board''s Report.

The policy may be accessed on the company''s website at the link :

http://www.indothai.co.in/Admin/Investors/Sharehol ders/Policy%20on%20Remuneration%20of%20Dire ctors.%20KMPs%20and%20other%20employees 0

9.05.2014.pdf

- AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Company had formed the Audit committee under the Chairmanship of Mr. Om Prakash Gauba. The composition of Audit Committee has been stated under Corporate Governance Report and forms an integral part of report. All recommendations made by Audit Committee were accepted by Board. The role of the Committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws.

- HUMANRESOURCE

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Only with their participation we manage to achieve a healthy work culture, transparency in working, fair business practices and passion for efficiency. Thus development of human resources at all levels is taken on priority to upgrade knowledge and skill of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Company''s ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other. In view of this, various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as functional capabilities in order to meet future talent requirements and to enhance business operations. Industrial relations were cordial throughout the year.

- MATERIAL CHANGES

- During the Financial Year 2014-15 one of the branch of Company located at “1st & 2nd Floor, Plot No. 248, Manji Ka Hatha, Paota, Jodhpur (Rajasthan)” has been closed and stopped its operations from 04.03.2015.

- Due to transfer of 100% shareholding held by Indo Thai Securities Limited in M/s Indo Thai Fincap Limited (the Wholly Owned Subsidiary of Indo Thai Securities Limited), Indo Thai Fincap Limited (ITFL) has been ceased to exist as subsidiary of Indo Thai Securities Limited w.e.f. 27th December, 2014. Further, Mr. Dhanpal Doshi, Mr. Parasmal Doshi and Mr. Om Prakash Gauba has resigned from Board of aforesaid Company (M/s Indo Thai Fincap Limited) from the date of 19.12.2014.

- There have been no material changes during the Current Financial Year 2015-16 and commitments, affecting the financial position of the company which have been occurred between the end of financial year 2014-15 of the company to which the financial statement relate and the date of report; and there has been no changes in the nature of business.

- PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual

Report under “Annexure-G” Median Remuneration.

There were no such employees drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month during the financial year 2014-15,hence the information required under Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be disclosed.

- SURRENDER OF MEMBERSHIP OF UNITED STOCK EXCHANGE OF INDIA LIMITED

The matter for application for surrender of membership of United Stock Exchange of India Limited (USE), which was considered in 19th Annual General Meeting of the Company, the same has been approved by SEBI vide its letter dated on 7th April, 2015.

- GENERAL

Other disclosures related to financial year 2014-15:

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

- Your Company does not issue with differential as to dividend, voting or otherwise.

- Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from the Subsidiary of your Company.

- There were no such incident occurred in relation to sexual harassment of Women at workplace (Prevention, Prohibition And Redressal) Act, 2013.

- PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision relating to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption does not apply to the Company because the Company does not carry any manufacturing process/activities during the financial year 2014-15 and there has been no earnings and outgo in foreign exchange during the financial year 2014-15.

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

During the Financial Year 2014-15, there were no significant or material orders were passed by the Regulators or Courts or tribunals which affect the going concern status of the Company and its operations in future. Although some penalties were imposed by the Regulatory Bodies, the details of such penalties are stated under Corporate Governance Report which is a forming part of this annual report.

- APPRECIATION

During the Financial Year 2014-15, National Stock Exchange of India Limited has been honored by the ''CII-EXIM Bank Award for Business Excellence Prize: 2014'' and on this occasion NSE has acknowledged and appreciated the support of some renowned Broker Members for letting NSE to achieve such award, and your Company is one of them.

- GRATITUDE & ACKNOWLEDGEMENT

Your Board would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and all the other Stakeholders for their confidence and trust. They have reposed in the Company. Your Board similarly expresses gratitude for the assistance and co-operation extended by SEBI, BSE, NSE, MCX-SX, USE, CDSL, RBI, MCA, ROC, Central Government and Government of various States and other Regulatory Authorities. Your Board acknowledges appreciation for the invaluable support provided by the Auditors, Lawyers, Consultants and Investors.

Your Board wishes to sincerely thank all its Clients & Shareholders for their patronage. Your Board records with sincere appreciation for the valuable contribution made by Employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

Date : July 25, 2015 By order of the Board of Directors

Place : Indore Indo Thai Securities Limited

Sd/-

Parasmal Doshi

(Chairman cum Whole Time Director cum CFO)

DIN : 00051460


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report and Audited Statement of Accounts of the company for the financial year ended 31st March 2014.

* financial highlights

The financial performance of Company is summarized below (Rs. in Lacs)

Particulars F.Y. : 2013-2014 F.Y. : 2012-2013

Revenue from Operations 1880.45 697.44 Other Income 229.44 304.18 Total Income 2109.89 1001.62 Total Expenditure (Including Exceptional Items) 2016.74 997.77 Profit Before Tax (PBT) 93.15 3.85 Provision for Income Tax 24.64 0.59 Profit After Income Tax 68.51 3.26 Surplus brought forward from previous year 213.36 210.07 Amount available for appropriations 281.87 213.36 Earnings Per Share 0.69 0.03

* COMPANY''S PERFORMANCE/REVIEW OF OPERATIONS

Your Company has successfully completed another year of its operations. Despite the difficult market conditions, the Company had earned Profit this year. Your Company is a corporate member dealing in the business of stock and share broking, depository service. The Financial performance of your company during the financial year ended 31st March, 2014 remained healthy. Revenue growth has been driven by increase in operational income. The Net Worth of your company as on 31st March, 2014 was Rs. 36,68,02,277/- as against Rs. 35,99,51,351/- in previous year.

* Standalone

On a Standalone basis, your Company earned a higher Profit Before Tax (PBT) of Rs. 93.15 Lacs as against Rs. 3.85 Lacs in the previous year.

The Operating Revenue (including Sales of Shares) was higher at Rs. 1880.45 Lacs, as against Rs. 697.44 Lacs in previous year reporting an increase of approx 170%. The Operating Revenue was higher mainly on account of improved operational performance and favorable market conditions. Your Company has reported a Profit After Tax (PAT) of Rs. 68.51 Lacs as against Rs. 3.26 Lacs for the previous year.

During Financial Year 2013-14, due to higher earnings after full year''s appropriation, the Earnings Per Share was at Rs. 0.69 as against Rs. 0.03 in the previous year.

* Consolidated

On a Consolidated basis, the Operating Revenue was higher at Rs. 1880.45 Lacs, as against Rs. 697.44, an increase of approx 170%. The increase in the Consolidated Operating Revenue was primarily on account of the higher revenue generated.

The Consolidated Profit after Tax at Rs. 86.50 Lacs is higher as compared to the previous year which stood at Rs. -6.99 Lacs. During Financial Year 2013-14, due to higher earnings after full year''s appropriation on, the Earnings Per Share was at Rs. 0.48 as against Rs. -0.07 in the previous year.

* DIVIDEND

The Company has been continuing its expansion drive and would require substantial outflow of funds. Further after looking towards future opportunities and considering other factors, your directors believe for the betterment of the company and growth in terms of capital appreciation, fund should be re-invested into the company.

In order to further consolidate your Company''s position, your Board proposes to employ the surplus resources to augment capital requirements, and does not recommend a dividend for the financial year 2013-2014 (hereinafter referred to as ''current financial year'').

* FUTURE OUTLOOK

With the gradual weaning away of the economic slowdown witnessed last year, business conditions have improved substantially during recent months and the Indian financial sector, with the rest of the economy has shown remarkable signs of recovery and resurgence. Following the global financial markets in the previous financial year, the current financial year was a year for your company to take steps for a recovery and confidence building. These steps seem to have paid off for Corporate India with companies declaring good results. Financial markets are expected to grow; however, uncertain global economic environment, inflation and competitive intensity continue to pose challenges. While the near term conditions pose a challenge for the economy, the medium to longer term secular trends based on rising incomes, aspirations, low consumption levels, etc. are positive and an opportunity for the Financial sector in general and for your Company in particular.

With a stable Government at the Centre, activity levels in the Indian capital markets have increased significantly and the benchmark Sensex and Nifty have gained significantly and touched the high level 26300.00 and 7840.95 respectively on July 25, 2014. Market volumes have also seen an increase during this period. The retail segment has still some concern on direct Equity as an asset class. This is visible in day to day traded volumes on Stock Exchanges. Full participation from this segment will result in enhanced business for your Company and your Company is focused in this direction. There are a host of changes in regulations being introduced by the Securities and Exchange Board of India with special emphasis on investor service and protection. Your Company has always been focused on customer service and would be able to comply with these requirements. Competition has intensified with margins coming under severe pressure. Your Company is taking all necessary steps to meet these challenges among others to build leadership position in the industry. On the global front there are still doubts on the economic scene with news of inability to service/ repay sovereign debt by certain countries coming in from time to time. However, the financial crisis in Europe is a matter of concern, since it may have a dampening effect on the Indian equity markets.

* DIRECTORS

Mr. Sanjay Parmar who was appointed as Non Executive Independent Director of the Company since 20th August, 2010, has resigned on 20th April, 2013 from the post of Directorship due to his pre occupation.

Mr. Sukrati Ranjan Solanki was appointed as an Additional Director (Non-executive Independent Director) with effect from 06th May, 2013, and was appointed as Non-executive Independent Director of the Company liable to retire by rotation at the 19th Annual General Meeting by the members.

Except above there are no changes in the Directorship of the Company during the year under review.

Shri Om Prakash Gauba, Shri Sunil Kumar Soni, Shri Sukrati Ranjan Solanki are the Independent Directors of the Company and they shall be appointed in terms of provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement. Company has received Declaration from them as ''Certificate of Independence'' pursuant to the provisions of sub-section (6) of Section 149 of Companies Act, 2013 on 1st April, 2014. These Directors are proposed to be appointed at the 20th Annual General Meeting, due to changes arising from the implementation of the Companies Act, 2013.

Further as per the special provisions under Section 149 read with rule 3 of The Companies (Appointment and Qualification of Directors) Rules 2014, every listed company shall appoint at least one woman director. Smt. Shobha Santosh Choudhary is proposed to be appointed as Independent Director. She has given Declaration of Independence confirming that she meet the criteria of independent director as envisaged in the Companies Act, 2013 and Clause 49 of the Listing Agreement Mr. Rajendra Bandi is the Director liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. The Board recommends Director''s appointment/re-appointment at ensuing Annual General Meeting and brief resume of the Directors proposed to be appointed/reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated under Clause 49 of the Listing Agreement of Stock Exchange are provided in the Explanatory Statement to the Notice of the 20th Annual General Meeting.

* KEY MANAGERIAL PERSONNEL

Mr. Deepak Sharma who was tendering his services as Accounts Manager has been appointed as Chief Financial Officer (herein after ''CFO'')w.e.f. 09th May 2014, as defined under Section 2(19) and falls under Section 2(51) as "Key Managerial Personnel", as is made compulsory for every listed Company.

Mr. Anurag Kumar Saxena was appointed as Company Secretary and tendering his services since 16th November 2009 as Company Secretary cum Compliance Officer of the Company. He is responsible to ensure compliance with applicable statutory requirement and to advice and assist the Board for Company''s conduct of affairs and for effective decision making of Board.

* RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm and declare that they have taken all reasonable steps, as are required, to ensure that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

ii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

iv) They have prepared the annual accounts on a going concern basis.

* AUDITORS & AUDITORS'' REPORT

M/s S. Ramanand Aiyar & Company, Indore retires at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Company has received a confirmation from the Statutory Auditors to the effect that their re-appointment, if made, would be within limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

The notes on Financial Statements referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments. There are no qualifications in the Auditors'' Report.

* PUBLIC DEPOSITS

Your company has not accepted any deposits from the public falling within the purview of Section 58A and 58AA of the Companies Act, 1956. As such there was no principal or interest outstanding as on the date of the balance sheet. * CORPORATE GOVERNANCE AND CODE OF CONDUCT

Your Company is committed for highest standard of Corporate Governance in adherence of SEBI and Listing Agreement norms. Pursuant to Clause 49 of the Listing

Agreement with the Stock Exchanges, a Report on Corporate Governance is given as annexure to this Report. A certificate from the Practicing Company Secretaries, confirming compliance by the Company of the conditions of Corporate Governance as provided in Clause 49 of the Listing Agreement is also annexed to this Report as "Certificate on Corporate Governance". Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the CEO & MD regarding compliance by Board Members and Senior Management, Officers And Employees of the Company with the Code of Conduct for the year ended March 31, 2014 is annexed as ''Certificate on Adherence With Company''s Code of Conduct'' to this Annual Report.

Disclosures required in accordance with Sub-section IV, Section II of Part II of Schedule V of Companies Act, 2013 regarding remuneration package of executive directors seeking re-appointment; their service contract, notice period etc. are made in the Explanatory Statement of Notice of 20th Annual General Meeting in Item No. 8, 9 & 10 under the para of terms and condition of appointment.

* MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated Under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate Section forming part of this Annual Report.

* ENHANCEMENT OF BUSINESS OPERATIONS

Your Company is in process to expand its business in India by way of setting-up of new Branches, Terminal Locations, Authorised Person Locations. Recently, your Company had opened a new Branch at Jodhpur (Rajasthan).

* SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Indo Thai Fincap Limited (ITFL) and Indo Thai Realties Limited (ITRL) are the subsidiaries of your Company with effect from 27th February, 2013 & 1st March, 2013 respectively. The Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under Note No. 37 to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

Indo Thai Fincap Limited has made an application to Reserve Bank of India (RBI) to register the Company as Non Banking Financial Institution (NBFI) and to obtain Certificate of Registration under section 45-IA of RBI Act, 1934 and made all necessary correspondence with the RBI. But ITFL has received a letter from RBI, wherein RBI has returned the application of ITFL with some remarks. After, all necessary steps taken by the ITFL in this regard, M/s Indo Thai Fincap Limited has decided to rescind its decision to get Certificate of Registration from RBI under Section 45-IA of RBI Act, 1934 and not interested to submit said application again. Furthermore, the fund of Rs. 2,11,00,000/- (Rupees Two Crore Eleven Lacs) which was invested by Indo Thai Securities Limited in ITFL are trapped and it is not fruitful for the Company. Therefore, Company is in the planning to make disinvestment from Wholly Owned Subsidiary M/s Indo Thai Fincap Limited and release its trapped fund for future growth.

Indo Thai Realties Limited was incorporated on 01.03.2013 as Wholly Owned Subsidiary and Indo Thai Securities Limited has invested Rs. 7,97,87,000/- (Rupees Seven Crores Ninety Seven Lacs Eighty Seven Thousand only) as a subscription to the Memorandum of Association. Mr. Parasmal Doshi, Mr. Dhanpal Doshi and Mr. Om Prakash Gauba were the First Directors of Indo Thai Realties Limited. Later on Mr. Dhanpal Doshi resigned from the Board on 28.02.2014 and two new directors Mr. Mayur Rajendrabhai Parikh and Mr. Saurabh Oswal have joined the Board as Additional Directors w.e.f. 28.02.2014. Ms. Shikha Komal Jain was appointed as Company Secretary of Indo Thai Realties Limited w.e.f. 20.01.2014.

* SURRENDER OF MEMBERSHIP OF UNITED STOCK EXCHANGE OF INDIA LIMITED

Your Company was a trading member of United Stock Exchange of India Limited (USE) in Currency Derivative Segment since 22.09.2010, but from the date of obtaining such membership company did not make any trade through United Stock Exchange of India Limited (USE), therefore the Company has decided to surrender of membership of USE as it will be in the interest of the Company. This matter was considered in last Annual General Meeting of the Company and members'' approval also taken on the same. The surrender application of membership moved to United Stock Exchange of India Limited is still pending with USE/SEBI.

INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY

A system of strict internal control, including suitable monitoring procedures has always believed that transparency, systems and controls are important factors in the success and growth of any organization. The Company has an adequate system of internal control supported by an extensive programme of internal control; and systems are established to ensure that financial and other records reliable for preparing financial statements. This department assumes great significance given the size, scope and rapid rate of growth of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Internal Audit Reports and significant Audit observations are brought to the attention of the Audit Committee of the Directors. The internal controls existing in the company are considered to be adequate vis-a-vis the business requirements. Your Company ensures adequacy with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

* INTERNAL AUDITORS

The Company has appointed M/s Abhijeet Jain & Associates, Chartered Accountants for conducting Internal Audit of the Company for the financial year 2014-15. The purpose of this internal audit is to examine that the processes and procedures followed and the operations carried out by the company are according to the prescribed norms. The Internal Auditors reviews the adequacy and efficiency of the Company''s financial statement and also conducts periodic audit of various functions of the Company so as to provide true and fair view of the company''s financial position.

In accordance with the circulars issued by SEBI, the Company has appointed M/s SPARK & Associates (Formerly Known As Harish Dayani & CO.) for conducting an Internal Audit of stock broking and depository participant operations, regulatory compliance audit and system audit. The purpose of this internal audit is to examine that the processes and procedures followed and the operations carried out by the Company meet with the requirements prescribed by stock exchanges and SEBI for Trading Members/Clearing Members. The Auditors reviews the adequacy and efficiency of the Company''s internal controls and also conducts periodic audit of various functions of the Company.

Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company.

* HUMAN RESOURCES

Your Company continuously strives to foster a culture of high performance. Your Management has infused a lot of rigor and intensity in its people development processes and in honing skill sets. Your Company is putting in place the various human resource policies and assigning personnel for the same.

The biggest strength of the Company has always been its people. Only with their participation we manage to achieve a healthy work culture, transparency in working, fair business practices and passion for efficiency. Thus development of human resources at all levels is taken on priority to upgrade knowledge and skill of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Company''s ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other.

Constant focus on the Human Resources dimension is an integral part of the company''s values. Attracting, retaining and developing our workforce to meet the current and future needs of our business are a key focus area. The organization is committed to achieve the above through comprehensive interventions in training and development, providing career growth opportunities and creating an entrepreneurial culture.

* RISKS AND CONCERNS/INSURANCE

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

To cover the risk arising from operations, your company has taken Brokers Indemnity Insurance Policy for exchange(s) and In addition, assets of the company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Policy, Burglary B.P., Electronic Equipment Insurance, Vehicle Insurance Policy. To avoid large negative effect on the company''s operations due to sudden loss of Keyman, Company had also taken Key Man Insurance Policy.

* PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not carry out any manufacturing activities, particulars to be disclosed with respect to conservation of energy and technology absorption under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. During the year under review there has been no earning and outgo in foreign exchange.

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. The company has no specific Research & Development department. There are no foreign exchange earnings or out go during the year under review.

* E-VOTING

As Ministry of Corporate Affairs (MCA) has made it mandatory to provide facility of Electronic Voting to its Shareholders for resolutions which is/are intends to pass and obtain approvals of shareholders through Postal Ballot or at the venue of AGM/EGM, therefore in this regard the Company has taken initiative to fulfill the obligations considering future requirements as laid down by the MCA. Your company has executed tripartite agreement with CDSL in this regard.

* PARTICULAR OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended.

* LISTING & DEPOSITORY FEE

Your Company got honour of Listing at two national level stock exchanges (i.e. BSE Limited and the National Stock Exchange of India Limited) and Company''s equity are available for trading from listing date (i.e. 02.11.2011). The Annual Listing Fee for the year 2014-15 has been duly paid by the Company to BSE & NSE according to the prescribed norms and regulations.

Company has also paid Annual Custody Fee to NSDL, Issuer Fee to CDSL for the financial year 2014-15.

* ENHANCING SHAREHOLDER VALUE

The Company accords top priority for creating and enhancing share holder value. All the Company''s operations are guided and aligned towards maximizing shareholder''s value. Efforts have been made for capacity expansion and cost reduction measures are taken up to enhance the growth in revenue and profitability.

* FINES AND PENALTIES

NSE has imposed a total penalty of Rs. 15000 for 4 instances during the financial year 2013-14 in respect of periodic call auction wrongly executed by Clients in illiquid scrips with reference to SEBI circular no. CIR/MRD/DP/6/2013 and Exchange circular no. NSE/SURV/17/2013. NSE has also imposed penalty of Rs. 1500 each for adverse findings reported in Internal Audit Report for half year ended on March 2013 and September 2013. The same is accepted by management and corrective action taken thereon.

BSE has imposed penalty of Rs. 1500 each on adverse findings reported in Internal Audit Report for half year ended on September 2012 and March 2013. The same is accepted by management and corrective action taken thereon. A further penalty of Rs. 10,000 was imposed in respect of Inspection of Books of Accounts and other documents by BSE for not settling accounts of clients on a monthly/quarterly basis which was paid by Company.

In respect of our suo moto filed Petition(s) CA 317/2012, CA 318/2012, CA 319/2012 u/s 621A of the Companies Act, 1956 (Compounding of Offences), The Company Law Board, Mumbai has imposed penalty of Rs. 15000, Rs. 7500, Rs. 40000 respectively each for all four applicants including Company and its three Directors at hearing held on 08.11.2013. Such penalty has been paid on 13.11.2013.

Securities and Exchange Board of India has also imposed a penalty of Rs. 500000/- U/s 15HB of SEBI Act under Adjudication Order dated 16.05.2014 issued in the matter of Magma Fincorp Ltd., which has been paid on 30th June 2014.

* SURVEY BY INCOME TAX TDS CIRCLE

TDS of Income Tax Department has conducted a survey proceeding U/s 133A of the IT Act, 1961, at Company''s Registered Office and its two branches on 03.10.2013 and Company has submitted all documents demanded by the TDS Department.

* GREEN INITIATIVES

The colour ''green'' is the colour of responsibility towards the environment. It signifies the correlation between human behavior and nature. The Green Initiative strongly support and promote environment related initiatives. This Initiative will bring the sustainable technologies into the mainstream and which will help us become more energy independent. As a bright and a green tomorrow await us, it is our responsibility and opportunity to join hands and create a success story for India. Since 2012, we followed sustainability initiatives with the aim of going green and minimizing our impact on global environment. In the present scenario of climate change and Global warming, your company is taking further step towards paperless compliance by sending various documents, (i.e. Annual Report, Proxy Form and other Notices) to the shareholders/members through electronic mode as it will keep our earth/ environment green and safe.

Members are requested to appreciate and participate into the ''Green Initiative'' by register/update their e-mail address with Depository Participants. Moreover any Member of the company will be entitled to receive all such communication in physical form, upon request. Please note that these documents will also be available on the Company''s website www.indothai.co.in for download by the Shareholders.

* APPRECIATION

During the year under review, NSE has celebrated its 20th Anniversary and on this occasion it has awarded Silver Plate (Trophy) to selected broker companies; and you will be glad to know that your Company was one of them.

* ACKNOWLEDGEMENTS

It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with clients interests.

Your Directors would like to express their gratitude and its sincere appreciation for all the guidance and cooperation received from various regulatory authorities including, Securities and Exchange Board of India, Central Depository Services (India) Limited, National Securities Depository Limited, National Stock Exchange of India Limited, BSE Limited, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies and all other Government & Regulatory Authorities; and to thank its Shareholders, Clients, Bankers, Lenders, Business Associates and Employees for the continuous support given by them to the Company and for their confidence in its management. Your Directors also wish to extend a special thanks to the employees at all levels, which have exhibited the qualities of perseverance, teamwork and enthusiasm and have enabled the Company to achieve exceptional business growth.

Date : August 09, 2014 By order of the Board of Directors Place : Indore Indo Thai Securities Limited

Sd/- Parasmal Doshi (Chairman & Whole-time Director)


Mar 31, 2013

To, Dear Stakeholders,

The take pleasure in presenting the 19th Annual Report and the Audited Financial Statement of the Company for the Financial Year ended March 31, 2013.

1. FINANCIAL PERFORMANCE (Standalone)

The standalone financial results for fiscal 2013 are summarized as under.

(Rs. in Lacs)

Particulars F.Y. : 2012-2013 F.Y. : 2011-2012

Income from Operation 638.45 413.79

Other Operating Income 58.99 27.51

Other Income 304.18 158.25

Total Income 1001.62 599.55

Total Expenditure (Including Exceptional Items) 997.77 566.94

Profit Before Tax (PBT) 3.85 32.61

Provision for Income Tax 0.59 12.43

Profit After Income Tax 3.26 20.18

Surplus brought forward from previous year 209.71 189.53

Amount available for appropriations 212.97 209.71

Earnings Per Share 0.03 0.26

2. REVIEW OF OPERATIONS

Financial Performance shows that the total Revenue of the company rose to Rs. 1001.62 Lacs for the year ended March 31, 2013 in comparison of Rs. 599.55 Lacs in preceding Financial Year. Total expenses of the company increased by Rs. 430.83 Lacs in financial year ended 31st March 2013 as compared to last financial year.

This year the scenario of Capital Market is assorted but owing to lack of participation of retail investors, earnings of your company was under pressure, consequently profit of the company for financial year ended on March 2013 has been declined as compared to past year profit and earns Net Profit of Rs. 3.26 Lacs in comparison to Last Financial years'' Net Profit of Rs. 20.18 Lacs.

The Earning Per Share (EPS) is also affected and EPS work out Rs. 0.03 for the year 2012-13 on the face value of Rs.10/- compared to Rs. 0.26 for the previous year.

With the transfer of Retained Earnings in the Reserve and Surplus account, the net worth of your Company as on 31st March 2013 was Rs 3599.51 Lacs as compared to Rs 3596.23 Lacs in previous year.

During the year your company has paid-off all its Long Term Borrowings, consequently your company becomes debt free company.

3. DIVIDEND

With Objective of long term value creation for the shareholders, your Directors have recommended conservation of internal resources in place of divided distribution.

4. FUTURE OUTLOOK

Your Company wants to start new facility for their client that is margin funding facility. For margin funding facility your company has incorporated a new company M/s Indo Thai Fincap Limited as Non Banking Financial Company (NBFC) and to initiate its operation such company is approached to the Reserve Bank of India (RBI) and submitted an application to RBI for their approval.

In accordance with Global Market Scenario and the turnover of Currency Derivative Market Segment (CDS), your company wishes to give more focus in Currency Derivative Market Segment for the reason that in preceding financial year CDS has earn 10 times more turnover/profit in comparison to capital market. The turnover of CDS witnessed a multifaceted growth, so the company is looking for better business opportunity.

5. DIRECTORS

Mr. Sukrati Ranjan Solanki, was appointed as an Additional Director (Non-executive Independent Director) with effect from 06th May, 2013, whose office as such expires at the conclusion of forth coming Annual General Meeting. Your Directors recommend his appointment as Non-executive Independent Director of the Company at the ensuing Annual General Meeting by the members.

Mr. Sanjay Parmar who was appointed as Non Executive Independent Director of the Company since 20th August, 2010, has resigned from the post of Directorship due to his pre occupation with effect from 20th April, 2013.

The Board expresses its sincere appreciation and gratitude to the out going Director for his valuable assistance and advice rendered by him during the tenure of his association with the Board.

Mr. Om Prakash Gauba and Mr. Sunil Kumar Soni, Directors of the company retire by rotation at ensuing Annual General Meeting (AGM). The retiring Directors being eligible have offered themselves for reappointment by the members at the said Annual General Meeting. A brief resume of Mr. Om Prakash Gauba and Mr. Sunil Kumar Soni is attached with this Report .

The Board recommends the appointments/re- appointment of all the aforesaid Directors.

Except above no other change in the Directorship of the Company during the year under review.

6. RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm and declare that they have taken all reasonable steps, as are required, to ensure that

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis.

7. AUDITORS & AUDITORS'' REPORT

M/s. S. Ramanand Aiyar & Company, Indore retires at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re- appointment. The Company has received a confirmation from the Statutory Auditors to the effect that their re-appointment, if made, would be within limits prescribed under section 224(1B) of the companies Act 1956.

With reference to observations made in Auditors'' Report, the notes of the accounts are self explanatory and therefore do not call for any further comments. There are no qualifications in the Auditors Report.

8. PUBLIC DEPOSIT

Your company has not accepted any deposits from the public falling within the purview of Section 58A and 58AA of the companies Act 1956. As such there was no principal or interest outstanding as on the date of the balance sheet.

9. CORPORATE GOVERNANCE

A detailed report on Corporate Governance forms part of this Annual Report. Your Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate issued by Practicing Company Secretary on compliance with Corporate Governance requirements by the Company is attached to the report on Corporate Governance.

10. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated Under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the annual report.

11. CODE OF CONDUCT

As per the Listing Agreement with the Stock Exchanges, the declaration signed by the Managing Director and CEO affirming compliance with code of conduct by Directors, Senior Management and Employees, for the Financial Year 2013 is annexed and form part of the Corporate Governance Report.

12. RECONCILIATION OF SHARE CAPITAL AUDIT

As per Securities and Exchange Board of India (SEBI) norms, Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.

13. POSTAL BALLOT

Company has modified the terms of utilization of IPO proceeds as mentioned in the ''Object of the Issue'' in the Prospectus, so as to achieve sustainable growth of the Company. Therefore company has obtained the approval of shareholders by special majority through Postal Ballot Procedure. The revised and modified schedule of utilization of IPO proceeds are as follows:

(Rs. In Lacs)

Sr. No. Purpose Amount Stated Revised In The Prospectus Amount

1 Expansion And Upgradation of Our Existing Branches And Set Up Network of Branches 200.00 2.13

2 Purchase And Set Up of Office Space For Mumbai Regional Office 400.00 0.00

3 Purchase & Set Up of Office Space For Corporate Office 400.00 200.00

4 Brand Building And Advertisement 300.00 25.00

5 Augmenting Working Capital Requirement 1000.00 1100.00

6 General Corporate Purpose 494.08 667.97

7 Public Issue Expenses 165.92 167.03

8 Investment in Wholly Owned Subsidiary Company(ies) engaged in 797.87 acquiring land, premises, or in any way building space for the Company on ownership / lease basis and its funds management

Total 2960.00 2960.00

The object for ''Augmenting Long Term Working Capital Requirement'' has also been revised as ''Augmenting Working Capital Requirements''; and revised object is as follows:

a) Augmenting Working Capital Requirements by using ''Working Capital'' term as Assets excluding Fixed Assets minus Liabilities;

b) Including maintaining adequate level of margin with stock exchanges to undertake business in equities & derivatives, fund will be utilized for funding activities which includes "Margin Funding" as per exchange norms through NBFC;

c) Capital Infusion in group Company(ies) by way of acquisition of shares. Giving ICD & Loans to companies including group companies. And investment in any listed and unlisted companies;

d) Funds may be used in pro-trading and results thereof.

14. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has acquired and subscribed to equity shares representing 100% of the paid-up equity share capital of Indo Thai Realties Limited (ITRL) and Indo Thai Fincap Limited (ITFL). As a result of this, ITRL and ITFL have become subsidiaries of the Company pursuant to Section 4 of the Companies Act, 1956, with effect from 27th February, 2013 & 1st March 2013 respectively.

The Ministry of Corporate Affairs, Government of India, has granted a general exemption to companies, by General Circular No.2/2011 dated 8th February, 2011, under Section 212 (8) of the Companies Act, 1956, from attaching individual accounts of subsidiaries with their annual reports, subject to fulfilment of certain conditions. Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2013.

However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under Note No. 39 to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. The Company management reaffirms that internal control systems and procedures in the Company are commensurate with nature and size of its business and are regularly reviewed and updated by incorporating changes in regulatory provisions to ensure that not only the assets of the Company are safeguarded and protected against any loss, but all the transactions are properly accounted and that they meet the test of legal compliance.

Apart from regular review and monitoring the internal control systems and procedures by the Company''s Internal Control Department, a Chartered Accountants firm M/s Abhijeet Jain & Associates is conducting Concurrent Audit of all operational activities of your Company to ensure complete checks and balance at regular intervals. This provides reasonable assurance to the effectiveness of the internal control systems and procedures and reliability of financial reporting.

16. HUMAN RESOURCE MANAGEMENT

Indo Thai Securities Limited believes in sound employee policies and practices. Individual performance assessment systems were implemented to encourage merit and innovation. Roles and responsibilities were defined across levels. A well-drawn recruitment policy and performance based compensation policy enabled the employees to enhance a sense of ownership.

17. INSURANCE

Your company has taken Brokers Indemnity Insurance Policy for exchange(s) and insurance policy for securities in DP to cover the risk arising from operations, and different kinds of policies i.e. Standard Fire and Special Perils Policy, Burglary B.P., Electronic Equipment Insurance, Vehicle Insurance Policy are also taken for covering the Company''s properties.

18. SATISFACTION OF CHARGE

The Company was enjoying Bank Guarantee (BG) facility of Rs. 4,90,00,000/- from Bank of India, R.N.T Marg Branch Indore, but Board of Directors felt that there is no need to retain such facility because of Company is already enjoying BG & other facilities from Indusind Bank, Indore. Due to that reason no need to carry such bank guarantee facility which was under registration of charge. In this view company had discontinued such facility from the Bank of India and got satisfied the charge created or modified time to time with Registrar of Companies.

19. OPENING AND MERGER OF BRANCHES

Company targeted the Gujarat State to spread the business operations of the company because Gujarat is a business hub of India and retail participation is much higher than other states, in this connection a new branch was opened in the Ahmedabad which is located at 307, Samedh Building, Near Associated petrol Pump, C.G. Road, Ahmedabad.

During the last financial year Company has merged its one branch situated at 138, Ist Floor M.T. Cloth Market, Govardhan Chowk, Indore (M.P.) with another existing branch located at Shop No. 5, Ground Floor, Plot No. 4, Ratan Ganga Complex, Scheme No. 47 Sapna Sangeeta Road, Indore (M.P.). Company has also change the status of its another branch located at E-20, Raj Talkies Complex, Chhawani, Indore (M.P.) into Authorised Person.

20. PARTICULAR OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, as amended.

21. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

The company has no specific Research & Development department. There are no foreign exchange earnings or out go during the year under review.

22. GREEN INITIATIVES

For maintaining the planet Earth evergreen and in accordance with the MCA circular"Green Initiative in the Corporate Governance", your company wants to send various notices and documents, including Annual Report, to its shareholders through electronic mode to the registered e-mail addresses of shareholders. We are thinking that you will co-operate with the Company and consider the importance of such circular. We request you to register your e-mail ID with your depositories to get annual reports and other communications through email instead of paper mode. Members are requested to appreciate by participating into the ''Green Initiative'' taken by MCA and register/update their e-mail address with your Depository Participant. Moreover any Member of the company will be entitled to receive all such communication in physical form, upon request. Please note that these documents will also be available on the Company''s website www.indothai.co.in for downloading by the shareholders.

23. AWARDS AND ACCOLADES

During the year your company got two Certificates of Appreciation from National Stock Exchange of India Limited for outstanding efforts in promoting Gold Exchange of India Traded Funds (Gold ETF) during Akshay Tritiya and excellent support during the special trading session on the auspicious event of Dhanteras. Your company also participated in Investothon 2012 organized by NSE and got honored as Most Shareholders Award.

24. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their sincere thanks to the valued clients, investors, business associates and Bankers for their support, cooperation and guidance. We also thank various Stock Exchanges and governing agencies for support extended by them. We also wish to place on record appreciation of the committed service rendered by all the employees of the company at all levels.

For & on behalf of the Board Indo Thai Securities Limited

Sd/-

Date : July 22, 2013 Parasmal Doshi

Place : Indore (Chairman)


Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of Indo Thai Securities Limited along with the Audited Financial Statement for the Financial Year ended March 31, 2012.

1. FINANCIAL RESULTS

The financial performance for fiscal 2012 is summarized in the following table.

(Rs. in Lacs)

Particulars F.Y. -2011-2012 F.Y. -2010-2011

Income from Brokerage 211.34 366.55

Income from Depository operation 10.45 12.49

Sales 277.21 27.34

Other Operating Income 17.06 59.05

Other Income 158.24 49.69

Total Income 674.30 515.12

Total Expenditure (including exceptional items) 641.70 352.28

Profit Before Tax(PBT) 32.60 162.84

Provision for Income Tax 12.42 56.30

Profit After Income Tax 20.18 106.54

Surplus brought forward from previous year 189.53 482.99

Amount available for appropriations 209.71 189.53

Earnings per share (In Rs.) 0.26 1.78

Financial Results of the company shows that income of our company has been increased as compared to previous year. The total income for the year increased from Rs. 515.12 Lacs to Rs. 674.30 Lacs.

This year we have complied Accounting Standard 15 "Employee Benefit" in respect of gratuity provision and due to own account trading losses company's profit has been declined as compared to past year profit. Due to increase in equity base the Earning Per Share (EPS) for the year 2011 -12 on the face value of Rs. 10/- work out to Rs. 0.26/- compared to Rs. 1.78/- for the previous year.

2. REVIEW OF OPERATIONS

- Revenues

The total revenue of the Company for current financial year has been grown up by 30.9% as compared to previous financial year. The main rationale for such increase is operational performance. The Operational Revenue of your Company for 2011 -12 was Rs 516.06 lacs has grown by 10.88% over the year, compared to Rs 465.43 lacs 2010-11.

- Profits

The Profit before exceptional and extraordinary items and tax for the year is Rs 50.20 lacs in comparison to earlier year's profit of Rs. 162.84 lacs.

Net Worth

The net worth of your Company as on 31st March 2012 was Rs 3596.22 lacs as compared to Rs 789.54 lacs in previous year. The increase in the net worth is mainly due to IPO proceeds and partly due to retained earnings.

- Loan Funds

During the financial year 2011-12, Company had paid off its debts and thus reduces its financial cost of borrowings. Outstanding Long term borrowing of the company as on 31st March 2012 has been reduced by 61.45%, as compared to financial year ended on 31st march 2011.

The Company has paid off all its Short terms borrowings of Rs 131.35 lacs, and it has no outstanding short term borrowing at the end of financial year ended on 31st March 2012.

3. FUTURE OUTLOOK

Your company intends to utilize the proceeds of the issue for financing the growth of our business. Subject to the approval of shareholders, the company is about to revise its implementation schedule of object of the issue.

Company is on focus to use technology for exploring its business, and this view Company is about to start trading facility through Mobile Handsets and Tablet PC, so clients can avail the benefit of real time market quotes and take immediate action as per movement of market/stock index.

The turnover of Indian Capital Market witnessed a compound annual growth which provides an efficient and transparent platform for various types of securities and so the company is looking for better business opportunity.

4. DIVIDEND

In view of inadequate profit your director have decided not to recommend any dividend for the financial year 2011-12.

5. ENHANCEMENT OF SHARE CAPITAL

During the year the Company's paid up Share capital has been enhanced from Rs. 6,00,00,000/- to Rs. 10,00,00,000/- consisting of 1,00,00,000 Equity Shares of Rs.10/- each. By means of Initial Public Offerings (IPO) the Company has issued 40,00,000 Equity Shares of Rs. 10/- each.

The equity capital raised through IPO will be utilized for various objects mentioned in prospectus.

6. INITIAL PUBLIC OFFERINGS & LISTING

Directors of your Company wish to express their jovial thanks from deep of heart to Investors for showing their trust in company and believing of visions and future endeavors. As a result of sincere & positive efforts of all Intermediaries of IPO, Employee, Business Partners, esteemed Clients and valued Investors your company has achieved the honor of listing in both the major exchange of India i.e. NSE & BSE. Date wise IPO voyage upto 06.08.2011 was shown in the Director's Report of previous year, afterward Company has filed Red Herring Prospectus & Prospectus to SEBI on 21.09.2011 & 24.10.2011 respectively. The Allotment of Shares was approved by Board of Directors in their meeting duly held on 28.10.2011 and the shares were credited through the Corporate Action to both the Depositories on 29th October, 2011.

The Public Issue was oversubscribed to 115% and total Rs. 29,60,00,000/- raised through IPO by offering 40,00,000 Equity Shares of face value Rs. 10/- at the price of Rs. 74/- (including Rs. 64/- as premium per share).

The securities of your company got listed on 2nd November 2011 with National Stock Exchange of India Limited and BSE Limited, and annual listing fees and annual custodian fees to NSDL & CDSL for the year 2012- 2013 have been paid well within time.

Company has invested corpus of un-utilized IPO proceeds in different Mutual Fund's Schemes and switch the invested amount time to time from one scheme to another scheme to get the maximum return.

7. PUBLIC DEPOSIT

Your company has not accepted any deposits from the public falling within the purview of section 58A and 58AA of the companies Act 1956. As such there was no principal or interest outstanding as on the date of the balance sheet.

8. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

9. STATUTORY AUDITORS

M/s. S. Ramanand Aiyar & Company, Indore retires at the ensuing Annual general Meeting. They have confirmed their eligibility and willingness for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within limits prescribed under section 224(1B) of the companies Act 1956.

10. REPLIES TO AUDITORS' REPORT

With reference to observations made in Auditors' Report, the notes of the account are self explanatory and therefore do not call for any further comments. There are no qualifications in the Auditors Report.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company considered Internal Audit to be very significant part of its Corporate Governance Practice. The Company retains few specialized Audit Firms to carry out specific/concurrent audit of some critical functions such as KYC process, demat transfers, pay- in/pay-outs, Investors complaints, risk management, surveillance, accounts and other related functional areas. The scope of Audit included Systems Audit, Internal Audit on half yearly basis as mandate by SEBI/ Exchange, etc. and Internal Audit and Concurrent Audit as directed by CDSL. M/s Harish Dayani & Company, Chartered Accountant, Mumbai has been appointed for conducting audit under SEBI compliance for Brokers and Depository Participants.

The company has invested in ensuring that its Internal Audit and control system are adequate and commensurate with the nature of our business and size of our operations. A Chartered Accountants firm M/s Abhijeet Jain & Associates is conducting Concurrent Audit of all operational activities of your Company to ensure complete checks and balance at regular intervals.

12. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the companies

Act, 1956, your Directors state that:

- In the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures.

- Appropriate accounting policies were selected and applied are consistent and the judgment and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profit of the company for the year ended on that date.

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ; and

- That the annual accounts have been prepared on going concern basis.

13. DIRECTORS

Shri Rajendra Bandi and Shri Sanjay Parmar, Directors of the company retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. A brief resume of Shri Rajendra Bandi and Shri Sanjay Parmar is attached with this Report as Annexure-1.

The Board of Directors has re-appointed Mr. Dhanpal Doshi as Managing Director, Mr. Parasmal Doshi as Whole- Time Director cum Chief Executive Office and Mr. Rajendra Bandi as Whole-Time Director, for a further term of 3 years, with effect from 1st April 2012, subject to the approval of Members at the forth coming Annual General Meeting of the Company. No other change in the Directorship of the Company during the year under review.

14. KEY INITIATIVES

- Admission as Trading cum Clearing Member in NSE for F&O Segment

Your Company has received SEBI approval and NSCCL permission for enablement on Future & Option Segment. Company has fulfilled necessary requirement of the exchange and deposited Interest Free Security Deposit to NSE; and started clearing activities from 16.04.2012.

- Admission as Self Clearing Member in NSE for Currency Derivatives Segment

SEBI has also given its approval to register the Company as Self Clearing Member and after few days company started clearing activities from 14.05.2012.

- Renewal of Registration as Depository Participant of CDSL with SEBI

Your company was admitted as DP of CDSL in 2007 and the registration was for 5 years, which was due for renewal by July 2012. Your Company has applied for permanent registration as DP and SEBI has granted Certificate of Permanent Registration as DP- CDSL w.e.f. 05.07.2012.

- Decision Support Tool/Algorithms For Trading

Company has also obtained Approval from exchange(s) for Decision Support Tool/Algorithms For Trading

- Margin Trading Facility For Clients

Approval for Margin Trading facility also taken from NSE & BSE, but this facility is not yet started.

15. INSURANCE

To cover the risk arising from operations, your company has taken Brokers Indemnity Insurance Policy for exchange(s) and In addition, properties of the company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Policy, Burglary B.P., Electronic Equipment Insurance, Vehicle Insurance Policy. To avoid large negative effect on the company's operations due to sudden loss of Keyman, Company had also taken Key Man Insurance Policy.

16. AWARDS AND RECOGNITIONS

National Stock Exchange of India issued a Certificate of Appreciation on April 25, 2012, for outstanding efforts of the Company in promoting Gold Traded Funds (Gold ETF) and contributing to the overall growth of this product category.

17. PARTICULAR OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act 1956, read with Companies Rules 1975, as amended.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

The company has no specific Research & Development department. There are no foreign exchange earnings or out go during the year under review.

19. SEBI COMPLAINT REDRESS SYSTEM (SCORES)

In terms of SEBI Circular dtd. 22.02.2012, SEBI has commended processing of Investor Complaints in a centralized web based complaint Redress System 'SCORES' (www.scores.gov.in). Through this system Investor may upload his complaint on such website and view online the status of its complaint. The Complaint Status is regularly checked by Company Secretary by login the Id as given by SEBI for SCORES. Till date no complaint is lodged by any Investor on SCORES.

20. GREEN INITIATIVES

The Ministry of Corporate Affairs (MCA) has taken a 'Green Initiative' in the Corporate Governance by allowing paperless compliances by companies and in the issued circulars of MCA, Companies are now permitted to send various notices and documents, including Annual Report to its shareholders through electronic mode to the registered e-mail addresses of shareholders. This is a welcome move by the Ministry since it will benefit the society at large through reduction in paper consumption and it will also ensure prompt receipt of communication and avoid loss in postal transit.

Members are requested to appreciate & participate into the 'Green Initiative' taken by MCA and register/update their e-mail address with your Depository Participant. Moreover any Member of the company will be entitled to receive all such communication in physical form, upon request. Please note that these documents will also be available on the Company's website www.indothai.co.in for download by the shareholders.

21. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their sincere thanks to the valued customers, suppliers, investors and Banks for their support, cooperation and guidance. We also thank various Stock Exchanges & governing agencies for support extended by them.

We also wish to place on record appreciation of the committed service rendered by all the employees of the company at all levels.

For & on behalf of the Board Indo Thai Securities Limited Sd/- Parasmal Doshi (Chairman)

Date : August 11, 2012 Place : Indore

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