BOARD'S REPORT Dear Members, Your 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. • 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. 0 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. 0 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 alongwith 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 upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and associate company and all other documents required to be attached to this report have been uploaded on the website of your Company (www.indothai.co.in ). The financial performance of subsidiary included in the consolidated financial statements of your Company is set out in the "Annexure-A" to this Annual Report. Indo Thai Realties Limited was incorporated on 01.03.2013 as Wholly Owned Subsidiary of Indo Thai Securities Limited and ITSL has invested Rs. 7,97,87,000/- (Rupees Seven Crores Ninety Seven Lacs Eighty Seven Thousand only) as a subscription tothe Memorandum of Association. Mr. Parasmal Doshi, Mr. Om Prakash Gauba, Mr. Mayur Rajendrabhai Parikh and Mr. Saurabh Oswal are holding office as Directors of Company and Ms. Shikha Komal Jain is tendering her services as Company Secretary of Indo Thai Realties Limited. Indo Thai Securities Limited had transferred its 100% shareholding held in M/s Indo Thai Fincap Limited (the Wholly Owned Subsidiary of Indo Thai Securities Limited) on 27.12.2014, as a result of this, Indo Thai Fincap Limited (ITFL) is cease to exist as subsidiary of your Company. Further, Mr. Dhanpal Doshi, Mr. Parasmal Doshi and Mr. Om Prakash Gauba had resigned from Board of aforesaid subsidiary company from the date of 19.12.2014. Indo Thai Commodities Pvt. Ltd. is the Associate Company of Indo Thai Securities Ltd. and detailed descriptions about the financial performance of the associate company has been set out in "Annexure -A" to this report. ? 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 re-appointment at the ensuing Annual General Meeting. Brief resume of the Director proposed to be appointed/ reappointed, nature of his experience in specific functions and area and number of companies in which he hold membership/chairmanship of Board and Committees, Shareholdings and inter-se relationships with other directors as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Annexure to Notice forming part of the Annual Report. Except above there are no changes in the Directorship of the Company during the year under review. Further, Mr. Deepak Sharma was appointed as Chief Financial Officer w.e.f. 09.05.2014 as defined under Section 2(19) and falls under Section 2(51) as "Key Managerial Personnel" of the Company. Mr. Anurag Kumar Saxena was appointed as Company Secretary and tendering his services since 16.11.2009 as Company Secretary cum Compliance Officer of the Company. He is responsible to ensure compliance with applicable statutory requirement and to advise and assist the Board for Company's conduct of affairs and for effective decision making of Board. ? FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS The details of Familiarisation Programme arranged for Independent Directors have been disclosed on the web site of the company and are available at the following link:(<http://www.indothai.co.in/Admin/Investors/Shareholders/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 thereunder 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 fulfilment 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 2013 which incl udes Boa rd's Perform ance, 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 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, 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 thereunder, the Board has appointed M/s Kaushal Ameta & Co., Company Secretaries in Practice (holding Certificate of Practice bearing No 9103) to undertake the secretarial audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure-B" in Form MR-3 and forms an integral part of this Report. No qualifications, reservation and adverse remark were contained in the Secretarial Audit Report. • 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 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 organisation. ? 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. • RISK MANAGEMENT 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 alongwith 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 thereunder. 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. • EXTRACT OF ANNUAL RETURN The details forming part of extract of Annual Return in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, is included in this Board's Report as "Annexure-C" and forms an integral part of this report. • PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder 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 thereunder all the transactions entered with related parties during the financial year 2014-15 were on arm's length basis and in the ordinary course of business except two. Further the transactions requiring disclosure are stated in Form AOC-2 as "Annexure-D" and forms integral part of this Board Report. Further, there are no other Material Related Party Transactions during the year under review with the promoters, directors and key managerial personnel. Further, the details of Related Party Transactions are shown under the Note No. 43 to the financial statements. The policy on materiality of Related Party Transactions and dealing with related party transaction has been approved by the board and may be accessed on the Company's web site at the link. <http://www.indothai.co.in/Admin/Investors/Shareholders/Policy%20on%20Related%20Party%20Transa ctions 09.08.2014.pdf § • CORPORATE SOCIAL RESPONSIBILITY (CSR) ~ Pursuant to the provisions of Section 135 of the §j Companies Act, 2013, the Company had constituted the Corporate Social Responsibility Committee under the Chairmanship of Mr. Parasmal Doshi, Whole-time Director cum Chief Financial Officer of the Company in order to conduct and review Corporate Social Responsibility activities. The composition of CSR Committee has been stated under Corporate Governance Report; Details relating to formation of CSR Policy and its content has been disclosed in "Annexure-E" and set out to be part of Board's Report. The CSR policy may be accessed on the Company's website at the link . <http://www.indothai.co.in/Admin/Investors/Shareholders/Corporate%20Social%20Resposibility%20Policy 1 0.11.2014.pdf The Company has not crossed the threshold limit to implement the CSR. Hence, investment in CSR is not applicable to the Company during the Financial Year. • VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY The Board had adopted Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and The Companies (Meetings of Board and Its Powers) Rules 2014 and Clause 49 of the Listing Agreement. The policy provides for a -framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Vigil Mechanism and Whistle Blower Policy of your Company have been outlined in Corporate Governance Report which forms part of this annual report. The Vigil Mechanism Policy may be accessed on the Company's web site at the <http://indothai.co.in/Admin/Investors/Shareholders/> Vigil%20Mechanism%20Policy 10.11.2014.pdf • NOMINATION AND REMUNERATION POLICY Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Clause 49 (IV) (B) (1) of the Listing Agreement, the Company had formed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and employees of the company in order to pay equitable remuneration to Directors , KMP's and other Employees of the company. The composition of Nomination and Remuneration Committee has been given under corporate governance report forming part of this annual report and Remuneration Policy has been stated in "Annexure-F" set out to be part of Board's Report. The policy may be accessed on the company's website at the link : <http://www.indothai.co.in/Admin/Investors/Shareholders/Policy%20on%20Remuneration%20of%20Directors,%20KMPs%20and%20other%20employees 09.05.2014.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. • 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 skill of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Company's ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other. In view of this, various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in- house training programs to develop leadership as well as functional capabilities in order to meet future talent requirements and to enhance business operations. Industrial relations were cordial throughout the year. MATERIAL CHANGES ? During the Financial Year 2014-15 one of the branch of Company located at "1st & 2nd Floor, Plot No. 248, Manji Ka Hatha, Paota, Jodhpur (Rajasthan)" has been closed and stopped its operations from 04.03.2015. ? Due to transfer of 100% shareholding held by Indo Thai Securities Limited in M/s Indo Thai Fincap Limited (the Wholly Owned Subsidiary of Indo Thai Securities Limited), Indo Thai Fincap Limited (ITFL) has been ceased to exist as subsidiary of Indo Thai Securities Limited w.e.f. 27th December, 2014. Further, Mr. Dhanpal Doshi, Mr. Parasmal Doshi and Mr. Om Prakash Gauba has resigned from Board of aforesaid Company (M/s Indo Thai Fincap Limited) from the date of 19.12.2014. ? There have been no material changes during the Current Financial Year 2015-16 and commitments, affecting the financial position of the company which have been occurred between the end of financial year 2014-15 of the company to which the financial statement relate and the date of report; and there has been no changes in the nature of business. • PARTICULARS EMPLOYEE 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 AnnualReport under "Annexure-G" Median Remuneration. There were no such employees drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month during the financial year 2014-15,hence the information required under Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be disclosed. • SURRENDER OF MEMBERSHIP OF UNITED STOCK EXCHANGE OF INDIA LIMITED The matter for application for surrender of membership of United Stock Exchange of India Limited (USE), which was considered in 19th Annual General Meeting of the Company, the same has been approved by SEBI vide its letter dated on 7th April, 2015. • GENERAL Other disclosures related to financial year 2014-15: ? Your Company does not have any Employee Stock Option Scheme & Employe 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 Reg ul a tory Authoriti es. Your B oa rd 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. By order of the Board of Directors Indo Thai Securities Limited Sd/- Parasmal Doshi (Chairman cum Whole Time Director cum CFO) DIN : 00051460 Date : July 25, 2015 Place : Indore |