Company’s Board comprises of 6 Directors, having considerable professional experience in their respective fields. Out of them 3 are Independent Directors designated as Non-Executive Directors and rest 3 are Executive Directors. The Executive Directors includes Managing Director and Whole-time Directors. The composition of the Board is in conformity with the requirements of Companies Act and the Listing Obligations & Disclosure Requirements Regulations, 2015 .
Note –With effect from 20/09/2024, the three Independent Director of the company i.e. Mr. Om Prakash Gauba, Mr. Sunil Kumar Soni & Mrs. Shobha Santosh Choudhary ceases to hold their office due to expire of their respective tenure and further Mr. Dharmendra Jain, Mr. Amber Chaurasia & Mrs. Shweta Sharma Pastaria has been appointed as Independent Director of the company.
| Name of Director & KMPs | Designation | Appointed Date | Cessation Date | Shareholding as on 31.03.2025 | Board Meeting Attended During FY- 2024-25 | Annual General Meeting Attended For the FY-2023-24 |
|---|---|---|---|---|---|---|
| Mr. Parasmal Doshi (DIN:00051460) | Whole-time Director cum Chairman | 01/10/2010 | N/A | 11,65,900 Shares | 14/14 | YES |
| Mr. Dhanpal Doshi (DIN:00700492) | Managing Director | 19/01/1995 | N/A | 1,27,0500 Shares | 14/14 | YES |
| Mr. Rajendra Bandi (DIN:00051441) | Whole-time Director | 19/01/1995 | N/A | 10,061 Shares | 14/14 | YES |
| Mr. Om Prakash Gauba (DIN:00059231) | Independent Director | 20/09/2019 | 20/09/2024 | NIL | 08/14 | YES |
| Mr. Sunil Kumar Soni (DIN:00508423) | Independent Director | 20/09/2019 | 20/09/2024 | NIL | 08/14 | YES |
| Mrs. Shobha Santosh Choudhary (DIN:06934418) | Independent Director | 20/09/2024 | 20/09/2024 | NIL | 04/14 | YES |
| Mr. Dharmendra Jain (DIN:01221034) | Independent Director | 20/09/2024 | N/A | NIL | 06/14 | YES |
| Mr. Amber Chaurasia (DIN: 07729278) | Independent Director | 20/09/2024 | N/A | NIL | 06/14 | YES |
| Mrs. Shweta Sharma Pastaria (DIN: 10753647) | Independent Director | 20/09/2024 | N/A | NIL | 06/14 | YES |
| Mr. Deepak Sharma | Chief Financial Officer | 09/05/2014 | N/A | NIL | 14/14 | YES |
| Mr. Sarthak Doshi | Chief Executive Officer | 03/02/2024 | N/A | 5,60,000 Shares | 14/14 | YES |
| Mrs. Shruti Sikarwar | Company Secretary cum Compliance Officer | 03/09/2022 | N/A | NIL | 14/14 | YES |
| Mr. Hemant Agrawal | Compliance Officer Broking / Depository Participant | 01/01/1993 | N/A | 1,500 Shares | N/A | N/A |
In terms of Clause 49 of Listing Agreement and as per the provisions of the Companies Act, 2013, Company has constituted the following
Board Committees
1] Audit Committee
The Audit Committee consists of 3 Non-Executive Independent Directors and 1 Executive Director. The Audit Committee consists of 3 Non-Executive Independent Directors namely, Mr. Om Prakash Gauba, Mr. Sunil Kumar Soni, Mrs. Shobha Santosh Choudhary and 1 Executive Director namely Mr. Parasmal Doshi. The Composition of the Committee is in accordance with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. Maximum members of the Committee are Non-Executive Directors of the Company with Mr. Om Prakash Gauba as its Chairman. The Company Secretary is the Secretary of the Audit Committee.
With effect from 20th September 2024
The Audit Committee consists of 3 Non-Executive Independent Directors and 1 Executive Director. The Audit Committee consists of 3 Non-Executive Independent Directors namely, Mr. Amber Chaurasia, Mr. Dharmendra Jain, Mrs. Shweta Sharma Pastaria and 1 Executive Director namely Mr. Parasmal Doshi. The Composition of the Committee is in accordance with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. Maximum members of the Committee are Non-Executive Directors of the Company with Mr. Amber Chaurasia as its Chairman. The Company Secretary is the Secretary of the Audit Committee. Details of Meetings and attendance during the FY 2024-25 are as under:
The particulars of Meetings and the attendance by the Members of the Audit Committee Audit Committee:
Total 5 (Five) Audit Committee Meetings were held during the financial year 2024-25 on 10th May 2024, 10th August 2024, 12th September 2024, 26th October 2024 & 25th January 202
| Meeting Date Name | 10th May 2024 | 10th August 2024 | 12th September 2024 | 26th October 2024 | 25th January 2025 |
|---|---|---|---|---|---|
| Mr. Om Prakash Gauba (Chairman) |
YES | YES | YES | N/A | N/A |
| Mr. Sunil Kumar Soni (Member) |
YES | YES | YES | N/A | N/A |
| Mrs. Shobha Santosh Choudhary (Member) |
YES | NO | NO | N/A | N/A |
| Mr. Parasmal Doshi (Member) |
YES | YES | YES | YES | YES |
With effect from 20th September 2024
| Meeting Date Name | 10th May 2024 | 10th August 2024 | 12th September 2024 | 26th October 2024 | 25th January 2025 |
|---|---|---|---|---|---|
| Mr. Amber Chaurasia
(Chairman)
|
N/A | N/A | N/A | YES | YES |
| Mr. Dharmendra Jain (Member) |
N/A | N/A | N/A | YES | YES |
| Mrs. Shweta Sharma Pastaria (Member) |
N/A | N/A | N/A | YES | YES |
| Mr. Parasmal Doshi (Member) |
YES | YES | YES | YES | YES |
2] Nomination and Remuneration Committee
During the financial year 2024-25, 2(Two) Meetings of Nomination and Remuneration Committee were held at 10th May,2024 and 05th September 2024 The Nomination and Remuneration Committee consists of 3 Non-Executive Independent Directors. Mr. Sunil Kumar Soni is heading the Committee as Chairman. The Company Secretary, Ms. Shruti Sikarwar acts as the Secretary of the Committee. During the financial year 2024-25, 3(Two) Meetings of Nomination and Remuneration Committee were held at 10th May,2024 and 05th September 2024.
| Name of the Director | Designation | Meetings attended/ held during the year |
|---|---|---|
| Mr. Sunil Kumar Soni | Chairman | 2/2 |
| Mr. Om Prakash Gauba | Member | 2/2 |
| Mrs. Shobha Santosh Choudhary* | Member | 1/2 |
With effect from 20th September 2024
The Nomination and Remuneration Committee consists of 3 Non-Executive Independent Directors i.e. Mr. Amber Chaurasia, Mr. Dharmendra Jain &
Mrs. Shweta Sharma Pastaria.
Mr. Amber Chaurasia is heading the Committee as Chairman. The Company Secretary, Ms. Shruti Sikarwar acts as the Secretary of the Committee.
The Stakeholders’ Relationship Committee consists of 3 Non-Executive Independent Directors and 1 Executive Director. Mr. Sunil Kumar Soni is the Chairman of the Committee. During the financial year 2024-25, 1 (One) Meetings of Stakeholders Relationship Committee were held at 10th May, 2024.
| Name of the Director | Designation | Meetings attended/ held during the year |
|---|---|---|
| Mr. Om Prakash Gauba | Member | 1/1 |
| Mr. Sunil Kumar Soni | Chairman | 1/1 |
| Mrs. Shobha Santosh Choudhary | Member | 1/1 |
| Mr. Parasmal Doshi | Member | 1/1 |
With effect from 20th September 2024
The Stakeholders’ Relationship Committee consists of 3 Non-Executive Independent Directors and 1 Executive Director i.e Mr. Amber Chaurasia, Mr. Dharmendra Jain, Mrs. Shweta Sharma Pastaria & Mr. Parasmal Doshi.
Mr. Amber Chaurasia is heading the Committee as Chairman
The Corporate Social Responsibility (the ‘CSR’) Committee under the Chairmanship of Mr. Parasmal Doshi, Whole-time Director of the Company. The CSR Committee consists of the following Directors as Members:
| Name of the Director | Categroy | Designation | *Meetings attended/ held during the year |
|---|---|---|---|
| Mr. Parasmal Doshi | Whole-time Director cum Chairman | Chairman | 1/1 |
| Mr. Dhanpal Doshi | Managing Director Cum Chief Executive Officer | Member | 1/1 |
| Mr. Rajendra Bandi | Whole Time Director | Member | 1/1 | Mr. Om Prakash Gauba | Non-Executive - Independent Director | Member | 1/1 |
With effect from 20th September 2024
The Corporate Social Responsibility (the ‘CSR’) Committee consists of three executive directors and one non-executive independent director i.e Mr. Parasmal Doshi, Mr. Dhanpal Doshi, Mr. Rajendra Bandi & Mr. Amber Chaurasia.
5] Risk Management Committe
The Risk Management Committee consist the following persons
| Name of the Director | Categroy | Designation | *Meetings attended/ held during the year |
|---|---|---|---|
| Mr. Parasmal Doshi | Whole-time Director cum Chairman | Chairman | 1/1 |
| Mr. Dhanpal Doshi | Managing Director Cum Chief Executive Officer | Member | 1/1 |
| Mr. Om Prakash Gauba | Non-Executive Independent Director | Member | 1/1 |
| Mr. Deepak Sharma | Chief Financial Officer | Member | 1/1 |
During the Financial year 2024-25 one meeting of Risk Management Committee was held on May 10th May, 2024.
With effect from 20th September 2024
The Risk Management Committee consists of two executive directors, one non-executive independent director & chief Financial officer i.e Mr. Parasmal Doshi, Mr. Dhanpal Doshi, Mr. Amber Chaurasia. & Mr. Deepak Sharma respectively.
Last three Annual General Meetings
| Annual General Meeting | Date and Time | Venue | Special Resolution Passed |
|---|---|---|---|
| 28th | Friday, 30th September, 2022 at 05:00 P.M. | Through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) facility | No Special Resolution was Passed |
| 29th | Saturday, 23rd September, 2023 at 11:30 A.M | Through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) facility | |
| 30th | Saturday, 28th September, 2024 at 12:15 P.M | Through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM) facility |
|
Authorised Equity Share Capital Since Incorporation:
| Particulars of Increase / Modification | Cumulative No. of Shares | Date of General Meeting |
|---|---|---|
| On Incorporation | 10,00,000 | - |
| Increase from Rs. 100 to Rs. 200 Lacs | 20,00,000 | 26.03.1997 |
| Increase from Rs. 200 Lacs to Rs 220 Lacs | 22,00,000 | 30.09.2002 |
| Increase from Rs. 220 Lacs to Rs 1200 Lacs | 1,20,00,000 | 20.03.2010 |
| Increase from Rs. 1200 Lacs to Rs 1500 Lacs | 1,50,00,000 | 28.09.2024 |
| Particulars of Increase / Modification | Cumulative No. of Shares | Cumulative Number of Equity Shares |
|---|---|---|
| 26th October 2024 | 1,58,319 | 1,01,58,319 |
| 14th January 2025 | 9,04,000 | 1,10,62,319 |
| 20th February 2025 | 2,72,500 | 1,13,34,819 |
| 29th March 2025 | 3,57,200 | 1,16,92,019 |
| 17th April 2025 | 1,67,000 | 1,18,59,019 |
During the financial year 2024-25 Indo Thai Securities Limited (i.e. the Company) was having Three Subsidiary Company i.e. Indo Thai Realties Limited, Indo Thai Globe Fin (IFSC) Limited and Femto Green Hydrogen Limited and also has an Associate Company namely Indo Thai Commodities Private Limited.
| Company Name | Subsidiary / Associate | Incorporation Date | Authorized Equity Shares | Subscribed Equity Shares |
|---|---|---|---|---|
| Indo Thai Realties Limited | Subsidiary | 01.03.2013 | 80,00,000 | 79,78,700 |
| Indo Thai Globe Fin (IFSC) Limited | Subsidiary | 20.02.2017 | 20000000 | 12500000 |
| Femto Green Hydrogen Limited | Subsidiary | 23.12.2021 | 60000000 | 5450000 |
| Indo Thai Commodities Private Limited | Associate | 21.11.2003 | 25,00,000 | 18,58,000 |
Details of Shares acquired /sold by the Promoters and Promoter Group:
The present shareholding of Promoter & Promoter Group comprises of 61.73% amounting to 7217897 Equity Shares of the Company. Disclosure under SEBI (Substantial Acquisition of Shares And Takeovers) Regulations, 2011 and provisions of Regulations of SEBI (Prohibition of Insider Trading) Regulations, 1992 and provisions of SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2011 have been complied by Acquirer as well as Target Company in respect of acquisition of such shares.
| Category | No. of Shares held on 31.03.2024 | Shares held in % on 31.03.2024 | No. of Shares held on 31.03.2025 | Shares held in % on 31.03.2025 |
|---|---|---|---|---|
| Promoters & Promoter Group | 7217897 | 72.18% | 7217897 | 61.73% |
| Public | 2782103 | 27.82% | 4474122 | 38.27% |
| Total | 10000000 | 100% | 11692019 | 100% |
Note – Share holding pattern is drawn on fully diluted basis.
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Benefits
Details of business
Memorandum of Association and Articles of Association
Brief profile of board of directors including directorship and full-time positions in body corporates
Terms and conditions of appointment of independent directors
Composition of various committees of board of directors
Code of conduct of board of directors and senior management personnel
Details of establishment of vigil mechanism/ Whistle Blower policy
Criteria of making payments to non-executive directors
Policy on dealing with related party transactions
Policy for determining ‘material’ subsidiaries
Details of familiarization programmes imparted to independent directors
Email address for grievance redressal and other relevant details
Contact Details
Financial results
Shareholding pattern
Materiality Policy as per Regulation 30 (4)
Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as
required under regulation 30(5)
Disclosures under regulation 30(8)
Statements of deviation(s) or variations(s) as specified in regulation 32
Annual return as provided under section 92 of the Companies Act, 2013
