Mar 31, 2018
Dear Members,
The Directors are pleased to present the 2 4ln Annual Report of INDOTHAI SECURITIES LIMITED (the âCompanyâ) along with the Audited Financial Statements for the financial year ended 31st March,2018.
- COMPANY OVERVIEW
Your Company has been offering services to corporate clients, high net worth individuals and retail investors since 1995. The Company is rendering broking and clearing services in the Capital & Derivatives Segments being a Member of National Stock Exchange of India Limited (âNSEâ),BSE Limited (âBSEâ) and Metropolitan Stock Exchange of India Limited (âMSEIâ) and Depository Participant of Central Depository Services (India) Limited (âCDSLâ). Considering our diversified base of customers and highly talented workforce, we are emerging as a growing Company in the field of Securities Market. Indo Thai Securities Limited is the flagship Company of âIndo Thaiâ group, which has its Registered Office at Indore.
FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended 31st March, 2018 is summarized below:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from Operations |
5276.56 |
4412.85 |
5306.56 |
4412.85 |
Other Income |
500.09 |
109.59 |
512.66 |
131.81 |
Total Income |
5776.65 |
4522.44 |
5819.22 |
4544.67 |
Total Expenditure |
4620.99 |
4686.59 |
4647.58 |
4697.87 |
Extraordinary Items |
0.00 |
454.86 |
0.00 |
454.86 |
Profit Before Tax (âPBTâ) |
1155.66 |
290.70 |
1138.24 |
301.65 |
Provision for Income Tax |
261.27 |
(9.68) |
265.62 |
(10.93) |
Profit After IncomeTax (including Deferred taxes) |
894.39 |
300.38 |
872.61 |
312.58 |
Surplus Brought Forward from Previous Year |
1109.34 |
929.32 |
1298.33 |
1089.38 |
Amount Available for Appropriations |
2003.73 |
1109.34 |
2170.94 |
1298.33 |
Proposed Dividend |
100.00 |
100.00 |
100.00 |
100.00 |
Earnings Per Share (Amount in Rs.) |
8.94 |
3.00 |
8.73 |
3.29 |
PERFORMANCE REVIEW AND STATE OF COMPANYâS AFFAIRS
- Standalone Performance
The operating revenue (including sale of shares) was remarkable at Rs.5276.56 Lakhs as against Rs.4412.85 Lakhs in previous year. The profit for the year attributable to shareholders was Rs. 1155.66 Lakhs and Profit After Tax (âPATâ) was Rs. 894.39 Lakhs. The Earning per Share (âEPSâ) was at Rs. 8.94 for the financial year 2017-18
- Consolidated Performance
During the financial year under review, on a consolidated basis, the operating revenue (including sales of shares) was higher at Rs. 5306.56 Lakhs as against Rs. 4412.85 Lakhs (an increase of approx 20%). The profit for the year attributable to shareholders was Rs. 1138.24 Lakhs and Profit After Tax (âPATâ) was Rs. 872.61 Lakhs.The Earning per Share was at Rs. 8.73 for the financial year 2017-18.
- FUTURE PROSPECTS
The Company is of the view that there is no space for stagnancy in this fast growing economy. Moreover, the Company deals in securities market, being one of the most fluctuating yet lucrative sector. Indo Thai Securities Limited has always believed that for the purpose of growth, diversification and expansion are must.
IndoThai Securities Limited, for the purpose of setting its hand in commodities market, has applied for transfer of Membership from Indo Thai Commodities Private Limited (the Associate Company of Indo Thai Securities Limited) in Multi Commodity Exchange of India (âMCXâ)and National Commodity and Derivatives Exchange.
The Company is also engaging itself in market making of several Companies listed on SME Exchanges i.e.NSE Emerge and BSE SME. The Company is giving importance to margin trading facility for NSE clients.
Your Company has also registered itselfasaThird Party Distributor in NCD Broking, FDs.FMPs, Bonds,etc.
The Company is further exploring various fields to maintain and to escalate itself in the securities market.
- DIVIDEND
The Board of Directors in their meeting held on 26â* May, 2018 has recommended a final dividend @ 10% i.e. Re. 1/-per Equity Share of face value of Rs. 10/-each for the financial year 2017-18, aggregating to Rs. 1 Crore (excluding dividend distribution tax). The dividend payout is subject to approval of Members at the ensuing Annual General Meeting (âAGMâ) of the Company.
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.
- SUBSIDIARY/IES AND ASSOCIATE/S
Your Company has two Wholly Owned Subsidiary Companies i.e IndoThai Realties Limited and IndoThai Globe Fin (IFSC) Limited and one Associate Company i.e.IndoThai Commodities Private Limited.
Indo Thai Globe Fin (IFSC) Limited was incorporated on 20thFebruary,2017and has a paid-up share capital of Rs. 1,25,00,000/- (Rupees One Crore Twenty Five Lakhs only). Mr. Dhanpal Doshi, Mr. Sarthak Doshi and Mr. Sunil Kumar Soni are holding office as Directors in the Company.
Indo Thai Realties Limited was incorporated on 1st March, 2013 as a Wholly Owned Subsidiary Company of Indo Thai Securities Limited. Indo Thai Realties Limited has a paid - up share capital of Rs. 7,97,87,000/-(Rupees Seven Crores Ninety Seven Lakhs Eighty Seven Thousand only). Mr. Parasmal Doshi, Mr. Om Prakash Gauba, Mr. Mayur Rajendrabhai Parikh and Mr. Saurabh Oswal are holding office as Directors in the Company and Ms. Mayuri Jain was rendering her services as the Company Secretary of Indo Thai Realties Limited and has resigned from the post w.e.f. ISââ July, 2018.
Indo Thai Commodities Private Limited is an Associate Company of Indo Thai Securities Limited, being incorporated on 21st November, 2003. Indo Thai Commodities Private Limited has a paid - up share capital of Rs. 1,85,80,000/- (Rupees One Crore Eighty Five Lakhs Eighty Thousand only). IndoThai Securities Limited has 40.05% Equity Shareholding in such Associate Company by investing Rs. 42,52,000/-(Rupees Forty Two Lakhs Fifty Two Thousand only). Mr. Parasmal Doshi, Mr. Dhanpal Doshi and Mr. Sarthak Doshi are holding office as Directors in the Company.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. The Consolidated Financial Statements with subsidiaries were prepared as per provisions of Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder and in accordance with Accounting Standard 21 as issued by the Institute of Chartered Accountants of India,which have been furnished under Note No. 33 to the Consolidated Financial Statements andforms part of this Annual Report.
The Financial Statements of the Subsidiaries 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 and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any Member desirous of obtaining a copy of the said financial statements may request to the Company Secretary. The financial statements including financial statements of Subsidiaries and Associate Companies 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 Companies & Associate Company as included in the consolidated financial statements of your Company and is also set out in the prescribed format âForm No. AOC-1â is appended as âAnnexure-Aâ to this Boardâs Report.
- DIRECTORS & KEYMANAGERIALPERSONNEL
The Board of Directors of your Company consists of the following Directors:
1. Mr.Parasmal Doshi (Chairman cum WTD cum CFO)
2. Mr.Dhanpal Doshi (Managing Director cum CEO)
3. Mr.Rajendra Bandi (Whole Time Director)
4. Mr.Om Prakash Gauba (Independent Director)
5. Mr.Sukrati Ranjan Solanki (Independent Director)
6. Mr.Sunil Kumar soni (Independent Director)
7. Mrs.Shobha Santosh (Independent Director) Choudhary
Your Company also consists of the following Key Managerial Personnel:
1. Mr.Deepak Sharma (Chief Financial Officer)
2. Mr.Udayan Abhilash Shukla (Company Secretary cum Compliance Officer)
In compliance with the provisions of Sections 149 and 152, read with Schedule IV 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 Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Om Prakash Gauba, Mr. Sunil Kumar Soni, Mr. Sukrati Ranjan Solanki, and Mrs. Shobha Santosh Choudhary were appointed as the Non-Executive Independent Directors at the 20ââ AGM of the Company held on 201â September, 2014 to hold office for a term of 5 (Five) consecutive years from the date of 20ââ Annual General Meeting.
Mr. Deepak Sharma was appointed as Chief Financial Officer pursuant to provisions of Section 203 of Companies Act, 2013 and rules made thereunder w.e.f. 9ââ May, 2014 as defined under Section 2(19) of Companies Act, 2013 and falls under definition of âKey Managerial Personnelâ of the Company pursuant to Section 2(51) of CompaniesAct,2013.
Pursuant to provisions of Section 203 of Companies Act, 2013 and rules made thereunder and in adherence to Regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015,Mr.Udayan Abhilash Shukla was appointed as the Company Secretary cum Compliance Officer of the Company in the Board Meeting held on Friday,20thJanuary,2017
- CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL
- Board of Directors
There have been no changes in Board of Directors of the Company during the year under review.
- Key Managerial Personnel
The Company observed no change in Key Managerial Personnel of the Company during the year under review.
- RETIREMENTBYROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajendra Bandi (Whole Time Director) (DIN: 00051441) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing Annual General Meeting. Mr. Rajendra Bandi is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.
Brief resume of the Director proposed to be appointed/reappointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/ Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Annexure to the Notice of AGMâ forming part of the Annual Report.
- FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business. The details of Familiarization Programme arranged for Independent Directors have been disclosed on the website of the Company and are available at the following link: http://www.indothai.co.in/wp-content/uploads/2018/07/Details-of-Familiarization-Proaramme 2017-18.pdf
- DECLARATION BYTHE INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of the independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.
- CODE OF CONDUCT FOR INDEPENDENT DIRECTORS
The Company has also placed the Code of Conduct for 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
The Board of Directors has carried out an annual evaluation of Board Committees pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.
The performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5thJanuary,2017.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,etc.
In a separate meeting of Independent Directors held on 12th March,2018, performance of Non-Independent Directors and the Board as a whole was evaluated.
- DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:
- in the preparation of the Annual Accounts for the year ended Sl^March,2018,the applicable Accounting Standards have been followed and there are no material departures for the same;
- the 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 31st March, 2018 and of the profits of the Company for the year ended on that date;
- the 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;
- the Directors have prepared the annual accounts on a going concern basis;
- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
- NUMBER OF MEETINGS OFTHE BOARD
5 (Five) meetings of the Board were held on the following dates during the financial year 2017-18:
I. Saturday, 6th May, 2017;
II. Thursday,3rd August,2017;
III. Thursday,14th September,2017;
IV. Wednesday 8th November 2017;
V. Wednesday,17th January,2018.
Details of such meetings are provided in the Corporate Governance Report, which forms part of this report.
The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act,2013.
- AUDITORS
- STATUTORYAUDITOR AND AUDITORâS REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s SPARK & Associates, Chartered Accountants, Indore (Firm Registration No. 005313C) were appointed as the Statutory Auditor of the Company at 22ri Annual General Meeting held on 24,tâSeptember,2016 till the conclusion of 27°âAGM.
Pursuant to the notification issued by the Ministry of Corporate Affairs on 7th May 2018, amending Section 139 of Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of the StatutoryAuditors.
The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
- SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Kaushal Ameta & Co., Company Secretary in Practice (holding Certificate of Practice bearing No. 9103), to undertake the SecretarialAudit of the Company.
The Secretarial Audit Report for the financial year ended 31st March,2018 is annexed herewith marked as âAnnexure-Bâ in âForm No. MR-3â and forms an integral part of this Report. No qualifications, reservations and adverse remarks were contained in the Secretarial Audit Report.
- REPORTING OF FRAUDS BYTHE AUDITORS
During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Boardâs Report.
PUBLIC DEPOSITS
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 Deposits) Rules, 2014 and therefore, there was no principal or interest outstanding as on the date of the Balance Sheet.
- CODE OF CONDUCT
In compliance with Regulation 26(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has framed and adopted a Code of Conduct (the âCodeâ). The Code is applicable to the Members of the Board, the Senior Management, Officers and Employees of the Company. The Code is available on the following link: http://www.indothai.co.in/wp-content/u p loads/2018/06/Code-of-Conduct-for-Directors-and-Senior-Manaament-l.pdf
All the Members of the Board, the Senior Management, Officers and Employees have affirmed compliance to the Code as on 31sâ March, 2018. Declaration to this effect, signed by Managing Director cum CEO, forms part of the Annual Report.
- MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year 2017-18,as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Companyâs operations during the year.
- INTERNAL FINANCIAL CONTROL
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, as amended from time to time.
Your Company has always believed that a system of strict internal control, including suitable monitoring procedures and transparency, is an important factor in the success and growth of any organization. It also ensures that financial and other records are reliable for preparing financial statements.
Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements.
Your Company ensures adequacy, commensurate 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.
For more details on internal financial control system and their adequacy kindly refer Management Discussion and Analysis Report.
- INTERNAL AUDITORS
Internal Audit for the financial year 2017-18 was conducted by M/s BDMV & Co., Chartered Accountants, Indore.The idea behind conducting Internal Audit is to examine that the Company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.
The Company has re-appointed M/s BDMV & Co., Chartered Accountants, Indore in the Board Meeting held on 26th May, 2018 in accordance with the circulars issued by Securities and Exchange Board of India for conducting an Internal Audit of Stock Broking and Depository Participant Operations, Regulatory Compliance Audit for the financial year 2018-19. 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 SEBI and Stock Exchange(s) for Depository Participant/Trading Members/Clearing Members.
- LISTINGS. DEPOSITORY FEE
The Company has paid Annual Listing Fee for the financial year 2018-19 to BSE Ltd. and National Stock Exchange of India Ltd. according to the prescribed norms & regulations.
Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year2018-19.
EXTRACTOFANNUALRETURN
The details forming part of extract of Annual Return in âForm No. MGT-9â, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, is included in this Boardâs Report as âAnnexure-Dâ 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 thereunder are shown under Note No. 11 & 40 in the notes to the financial statements.
- RELATED PARTYTRANSACTIONS
There were no materially significant related party transactions which fall under the scope of Section 188(1) of the Companies Act, 2013 i.e. transactions of material nature, with its promoters,directors or senior management or their relatives etc., that may have potential conflict with the interest of the Company at large. Transactions entered with related parties, as defined under Section 2(76) of the Companies Act, 2013 and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,during the financial year 2017-18 were mainly in the ordinary course of business and on an armâs length basis.
Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is also obtained for entering into related party transactions by the Company. A quarterly update is also given to the Audit Committee and the Board of Directors on the Related Party Transactions undertaken by the Company for their reviewand consideration.
During the year, your Company has not entered into any material contract,arrangement or transaction with related parties, as defined under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions of the Company.The details with respect to the related party transactions are mentioned in the notes to the audited (standalone) financial statements.
There were no transactions during the year under review, that are required to be reported in Form AOC-2 and such Form AOC-2 is given as Annexure -C in this Boardâs Report.
The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, is available on the Companyâs website and may be accessed at: http://www.indothai.co.in/wp-content/uDloads/2018/06/Policv-on-Related-Partv-Transactions 06.05.2017.pdf
- RISK MANAGEMENT
Risk is an integral part of business and your Company 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 Companyâs 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, Electronic Equipment Insurance, Vehicle Insurance Policy. Company has also taken Keyman Insurance Policy(ies) in order to avoid large negative impact on the Companyâs operations due to sudden loss of Keyman of the Company.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis. Further risk factors are set out in Management Discussion and Analysis Report which is forming part of this Annual Report.
For the development and implementation of risk plan the Board has framed a Risk Management Policy which may be accessed on the Companyâs website: http://www.indothai.co.in/wp-con tent/up loads/2018/06/Risk-Management-Policv 06.05.2017.Ddf
- CORPORATE SOCIAL RESPONSIBILITY (âCSRâ) & CSR INITIATIVES
The Company has constituted 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 Responsibilityactivities in a prudent manner.
The brief outline of the Corporate Social Responsibility policy of the Company, initiatives undertaken by the Company on CSR activities during the year and details regarding the CSR Committee are set out in âAnnexure-Eâ of this report as âAnnual Report on CSR Activitiesâ.
Policy may be accessed on the Companyâs website at the link:
http://www.indothai.co.in/wp-con ten t/up loads/2 018/06/Corpo rate-Soci a l-Responsibilitv-Policv.pdf
During the year the Company spent Rs. 7,00,300/-(Rupees Seven Lakhs Three Hundred only) on Corporate Social Responsibility activities.The amount required to be spent by the Company on Corporate Social Responsibility (CSR) related activities as specified in Schedule VII of the Companies Act, 2013 for the financial year 2018-19 is Rs.8,37,950/-(Rupees Eight Lakhs Thirty Seven Thousand Nine Hundred and Fifty only). The Company will utilize the aforementioned amount on CSR Activities in the year 2018-19.
-VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and have been outlined in Corporate Governance Report which forms part of this Annual Report. The policy provides for adequate safeguards against victimisation of employees and Directors of the Company.
The Vigil Mechanism/Whistle Blower Policy may be accessed on the Companyâs website at the link: http://www.indothai.co.in/wp-con tent/up loads/2 018/06/Vi ail-Meehan ism-Policv 06.05.2017.Ddf.
- NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in order to pay equitable remuneration to Directors, KMPs 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 Policy on Remuneration of Directors, Key Managerial Personnel and Other Employeesâ has been stated in âAnnexure-Fâ set out to be part of Boardâs Report.
The policy may also be accessed on the Companyâs website at the Link:
http://www.indothai.co.in/wp-content/uploads/2018/06/PoLicv-on-Remuneration-of-Directors-KMP-and-other-Ennplovees.pdf
- POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS
Your Company has formulated a policy on Preservation of Documents and Records in accordance with Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy ensures that the Company complies with the applicable document retention laws, preservation of various statutory documents and also lays down minimum retention period for the documents and records in respect of which no retention period has been specified by any law/ rule/ regulation. The Policy also provides for the authority under which the disposal /destruction of documents and records after their minimum retention period can be carried out.
The said policy is available on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/Policv-for-Preservation-of-Docs.pdf
- POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION
Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy on Determination of Materiality has been adopted by the Board to determine the events and information which are material in nature and are required to be disclosed to the concerned Stock Exchanges.
The said policy is available on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/Policv-for-Determination-of-Materialitv06.05.2017.pdf
- MATERIALSUBSIDIARY
In accordance with the requirements of Regulation 16(l)(c) and Regulation 24 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy for Determining Material Subsidiaries.
The same has been hosted on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/Policv-for-Materia i-Subsidiarv.pdf
- CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code of Conduct for Prohibition of Insider Trading, under SEBI (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information. The Company reviews the policy on need basis.
The policy on Insider Trading is available on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/lnsider-Tradina-Policv ITSL 06.05.2017-Final.pdf
- CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
Pursuant to Regulation 8(1) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of unpublished price sensitive information that could impact price discovery in market for its securities.
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company at the URL:
http://www.indothai.co.in/wp-content/uploads/2018/06/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-UPSI-06.05.2017-Final.pdf
- ARCHIVAL POLICY
The Company has formulated a policy for archival of its records under Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements), 2015. The policy deals with the retention and archival of corporate records of IndoThai Securities Limited and all its subsidiaries. The policy provides guidelines for archiving of corporate records and documents as statutorily required by the Company.
The Archival Policy is available on the website of the Company at the link:
http://www.indothai.co.in/wp-content/uploads/2018/07/Archival-Policv 07112015.pdf
- PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place âPolicy against Sexual Harassment of Women at Workplaceâ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as the âsaid Actâ) and rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (âICCâ) at the Registered Office and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.
During the year under review, there were no such incidents in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Company has also organised workshops and awareness programmes at regular intervals for sensitising the employees with the provisions of the Act and orientation programmes for the Members of the ICC in the manner prescribed in the said Act.
The Policy against Sexual Harassment of Women at Workplace is available on the website of the Company at the link:
http://www.indothai.co.in/wp-content/up loads/2018/07/Policv-Aaa inst-Sexual-Harassment ITSLpdf
- AUDITCOMMITTEE
Your Company, pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has 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 i nteg ra I pa rt of re port.
All recommendations made by the Audit Committee were accepted by the 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. All possible measures are taken by the Committee to ensure the objectivity and independence of Independent Auditors.
-HUMAN RESOURCE
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 skills of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Companyâs 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 aIso to foster team spirit.
Your 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. To ensure that the employees are at their productive best, we continue to work on simplifying the internal processes through collaborative efforts with our workforce.
- MATERIALCHANGES
- Material Changes during the financial year 201718:
In Futures and Options Segment (F&O segment) of National Stock Exchange India Limited, the Companyâs Clearing Member was changed to Edelweiss Custodial Services Limited.
- Material Changes after the end of financial year 2017-18:
The Company issued a Postal Ballot Notice dated 28IhApril,2018 forthe following businesses:
1. To increase the borrowing limits u/s 180(l)(c) of the Companies Act, 2013.
2. To create charge/mortgage etc. on Companyâs movable or immovable properties in terms of Section 180(l)(a) of the Companies Act,2013.
3. To ratify increase in remuneration of Mr. Dhanpal Doshi, Managing Director cum CEO of the Company.
All the above resolutions were duly passed with requisite majority. The results for the same were declared on 16IhJune,2018 along with the Scrutinizerâs Report.
The Postal Ballot result is available on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/Postalballotresultsandscrutinizersreport.pdf
- PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
The ratio of remuneration of each Director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boardâs Report under âAnnexure-Gâas Median Remuneration.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the list of the top 10 employees in terms of remuneration forms part of the Boardâs Report underâAnnexure-Gâ.
- CORPORATE GOVERNANCE
Your Company has been observing best corporate governance practices and benchmarking itself in line with each such practice on a continual basis. Your Company is committed for highest standard of Corporate Governance in adherence of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance forms an integral part of this annual report. A âCertificateâ from the M/s Kaushal Ameta & Co., Practicing Company Secretary, confirming compliance by the Company of the conditions of Corporate Governance as stipulated in Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed as âAnnexure-Hâ to this Boardâs Report.
The details of Executive Director, liable to retire by rotation and seeking re-appointment,are made part in the Annexure to Notice of 24,hAGM under Brief Profile of Directors seeking Re-Appointment as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.
- PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO
Being a Broking Company, we are not involved in any industrial or manufacturing activities and therefore, the Companyâs activities involve very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy consumption.
There has been no earnings and outgo in foreign exchange during the financial year 2017-18.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as âAnnexure-Iâ.
- SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
During the financial year 2017-18, there were no significant or material orders passed by the Regulators or Courts or Tribunals which affect the going concern status of the Company and its operations in future.
- GOODS AND SERVICES TAX (GST)
Goods and Service Tax (GST) came into effect from 1st July, 2017 through the implementation of One Hundred and First Amendment of the Constitution of India. GST replaced the existing multiple cascading taxes levied by the Central and State Governments.
Your Company has successfully implemented and migrated to GST followed by the changes across various departments/operations of the Company.
- GENERAL
Other disclosures related to financial year 2017-18:
- Your Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.
- Your Company has not issued shares with differential rights as to dividend,voting or otherwise.
- Neither the Managing Director nor the Whole-time Director(s) of the Company received any remuneration or commission from any of the Subsidiaries of your Company.
- The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of Board of Directorsâ and âGeneral Meetingsâ respectively, have been duly complied by your Company.
- APPRECIATIONS & ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers, and other business associates for their contribution to your Companyâs growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.
Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, BSE, NSE, MSEI, CDSL, RBI, MCA, ROC, Central Government and Government of various States and other Regulatory Authorities including Local Governing Bodies. Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
By order of the Board of Directors
IndoThai Securities Limited
Date : 23 dJuly, 2018 Parasmal Doshi
(Chairman cum Whole-time Director cum CFO)
Place : lndore DIN:00051460
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 âAnnexure-Aâ 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 âAnnexure -Aâ 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 âKey Managerial Personnelâ 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 âAnnexure-Bâ 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 Boardâs Report as âAnnexure-Câ 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 âAnnexure-Dâ 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 âAnnexure-Eâ 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 âAnnexure-Fâ 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 â1st & 2nd Floor, Plot No. 248, Manji Ka Hatha, Paota, Jodhpur (Rajasthan)â 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 âAnnexure-Gâ 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