The Members of
SYSTEMATIX CORPORATE SERVICES LIMITED
Your Directors have pleasure in presenting the 31st Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31stMarch 2016.
1.FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY :
| || || |
(Rs. in lacs)
|Particulars || |
Year ended 31st March 2016
Year ended 31st March 2015
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Total Income ||31.90 ||3501.37 ||161.35 ||3823.67 |
|Total Expenditure ||187.51 ||3557.78 ||163.37 ||3584.20 |
|Profit before Exceptional & Extraordinary Items and Tax ||(155.61) ||(56.41) ||(2.02) ||239.47 |
|Exceptional Items ||- ||1.24 ||3.60 ||98.80 |
|Extraordinary Items ||- ||- ||- ||- |
|Profit/(Loss) before Tax ||(155.61) ||(57.65) ||(5.62) ||140.67 |
|Provision for Taxation ||- ||42.82 ||3.21 ||105.84 |
|Deferred T ax ||(3.24) ||(12.69) ||(5.01) ||(83.32) |
|Income Tax related to Earlier Years ||0.16 ||2.04 || ||0.43 |
|Profit/(Loss) after Tax ||(152.53) ||(89.82) ||(3.82) ||117.72 |
|Paid up Share Capital ||4005.14 ||4005.14 ||4005.14 ||4005.14 |
|Reserves & Surplus ||2145.21 ||3915.56 ||2297.74 ||4005.38 |
|Proposed Dividend / Transfer to Reserve ||- ||- ||- ||- |
|Surplus / Deficit Transfer to Balance sheet ||- ||- ||- ||- |
|EPS (Basic) ||(1.17) ||(0.68) ||(0.03) ||0.90 |
|EPS (Diluted) ||(1.17) ||(0.68) ||(0.03) ||0.90 |
2. TRANSFER TO RESERVES :
Since the Company incurred losses it is not proposed to transfer any amount toreserves during FY 2015-16.
3. DIVIDEND :
Since the Company incurred losses during the financial year no dividend is recommendedby the Board for the financial year ended 31st March 2016.
4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OFCOMPANYS AFFAIR :
As is evident from the above financial review during the year the company has earnedStandalone Income of Rs. 31.90 Lacs as compared to Standalone Income of Rs. 161.35 Lacs ofthe Previous Year which registered a decline by 80.23 % as compared to last yearStandalone Income and Consolidated Income of Rs. 3501.37 Lacs as compared to ConsolidatedIncome of Rs. 3823.67 Lacs of the previous Year which also registered a decline by 8.43 %as compared to last year Consolidated Income.
The Company has incurred Standalone Loss after Tax during the year of Rs. 152.53 Lacsas compared to the Standalone Loss after Tax of the previous year of Rs. 3.82 Lacs andConsolidated loss after Tax during the year of Rs. 89.82 Lacs as compared to theConsolidated Profit after Tax of the Previous year of Rs. 117.72 Lacs as compared to lastyear Consolidated Profit after Tax.
5. 5.1 DETAILS OF WHOLLY OWNED SUBSIDIARIES :
The Company as on 31st March 2016 had four Wholly Owned Subsidiariesviz:
(i) M/s. Systematix Shares and Stocks (India) Limited
(ii) M/s. Systematix Fincorp India Limited
(iii) M/s. Systematix Finvest Private Limited
(iv) M/s. Systematix Commodities Services Private Limited
5.2 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES :
During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report. Further a statement containing the salient features ofthe financial statement of our subsidiaries in the prescribed format AOC-1 is appended as AnnexureI to the Board's Report. The statement also provides the details of performancefinancial positions of each of the subsidiaries. In accordance with Section 136 of theCompanies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited accounts of eachof its subsidiaries will be available for inspection during business hours at theregistered office of the Company.
5.3 DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY ASSOCIATES ANDJOINT VENTURES. DURING THE YEAR UNDER REVIEW ARE AS UNDER :
During the year there is none of the Company becomes Subsidiary or Associates or JointVentures.
6. NATURE OF BUSINESS :
The Company is a SEBI registered 'Category I' Merchant Banker.
There was no change in the nature of business of the Company for the year under review.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :
No material changes have occurred between the end of the financial year and the date ofthe report.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE :
There are no significant material orders passed by the Regulators / Courts or Tribunalswhich would impact the going concern status of the Company and its future operations.
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS :
The Company has adequate systems of internal control to ensure that all assets aresafeguarded and protected against loss from unauthorized use and procedures commensuratewith the size and nature of business. The Company continuously upgrades its systems inline with the best availability practices. These systems are supported by periodicalreviews by the management and standard policies and guidelines to ensure that financialand other records are prepared accurately.
10. DEPOSITS :
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014 no amounts were outstanding which were classified as 'Deposits' under theapplicable provisions of Companies Act 2013 as on the date of Balance Sheet.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
The particulars of loans guarantees and investments given/made during the financialyear under review and governed by the provisions of Section 186 of the Companies Act 2013forms part of financial statements.
12. 12.1 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party (/ies) are in the ordinary course of business and on arms' length basis.Hence Section 188(1) is not applicable and consequently no particulars in form AOC-2 havebeen furnished. Related Party transaction policy is posted on the website of the companyand is available at www.systematixgroup.in
12.2 MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS DURING THE PERIOD UNDER REVIEW :
The Company had not entered into any material transaction with any of its relatedparties. None of the transactions with any of related parties were in conflict with theCompany's interest. All related party transactions are in the ordinary course of businessand on arms' length basis. Hence Form AOC-2 is not required to be furnished. Transactionswith related party are disclosed in Note. 24 in 'Notes forming a part of financialstatement' annexed to the financial statements for the year.
The company has formulated a policy on dealing with Related Party Transactions whichcan be accessed on the Company's website www.systematixgroup.in.
13. AUDITORS AND THEIR REPORTS :
The matters related to Auditors and their Reports are as under:
13.1 OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31stMARCH 2016 :
The auditor's report does not contain any qualification reservation or adverse remarkor Disclaimer.
13.2 SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2016 :
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the report in respectof the Secretarial Audit carried out by M/s. Kothari H. & Associates CompanySecretaries in Form MR-3 for the FY 2015-16 is annexed herewith as 'Annexure II'.The said report does not contain any adverse observation or qualification requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
13.3 STATUTORY AUDITORS :
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Maharaj N R Suresh & Co. Chartered AccountantsChennai (Firm Registration No. 001931S) the Statutory Auditors of the Company holdoffice upto the conclusion of the Thirty Second (32nd) Annual General Meeting.However their appointment as Statutory Auditors of the Company is subject to ratificationby the Members at every Annual General Meeting. The Company has received a certificatefrom the said Auditors that they are eligible to hold office as the Auditors of theCompany and are not disqualified for being so appointed.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.
14. SHARE CAPITAL :
The Authorized Share Capital of the Company is Rs. 500000000/- and Paid up ShareCapital is Rs. 400514080/- during the year under review.
The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2015-2016.
The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2015-2016.
15. OTHER DISCLOSURES :
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
15.1 EXTRACT OF ANNUAL RETURN :
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2016 made under theprovisions of Section 92(3) of the Act is attached as 'Annexure IN' which formspart of this Report.
15.2 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :
A) ENERGY CONSERVATION & TECHNOLOGY ABSORPTION :
Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy. The Company has installed energyconservative equipment's like LED (Light Emitting Diode) lights instead of CFL (CompactFluorescent Lamp).
The Company has maintained a technology friendly environment for its employees to workin. Your Company uses latest technology and equipments. However since the Company is notengaged in any manufacturing the information in connection with technology absorption isNIL.
B) FOREIGN EXCHANGE EARNINGS AND OUTGO :
The foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 areprovided as follows:
|a. Total foreign exchange earned ||260094 |
|b. Total foreign exchange outgo ||NIL |
16. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL :
A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL :
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Chandra Prakash Khandelwal whois liable to retire by rotation and is eligible for re-appointment has offered himselffor re- appointment.
During the year under review Mr. Pradeep Gotecha (DIN: 03154115) has been Appointed asAdditional Director w.e.f. 2nd January 2016 and Mr. Sunil Sarda resigned asDirector of the Company w.e.f. 2nd March 2016. The Board has placed on recordits appreciation for the services rendered by Mr. Sunil Sarda during his tenure as aDirector.
B) DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY :
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
C) FORMAL ANNUAL EVALUATION OF DIRECTORS COMMITTEES & BOARD :
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
17. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES :
17.1 BOARD MEETINGS :
The Board of Directors met 5 times during the financial year ended 31stMarch 2016 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. Kindly refer section on Corporate Governce under the head "BOARD OFDIRECTOR (BOARD)."
17.2 AUDIT COMMITTEE :
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer section on Corporate Governance under the head'Audit Committee' for matters relating to constitution meetings functions &Responsibilities of the Committee.
17.3 DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES :
In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company. The Whistle Blower Policy is disclosed on thewebsite of the Company at www.systematixgroup.in
17.4 NOMINATION AND REMUNERATION COMMITTEE :
A Nomination and Remuneration Committee is in existence in accordance with theprovisions of sub section (3) of Section 178. Kindly refer section on CorporateGovernance under the head 'Nomination and Remuneration Committee' for matters relatingto constitution meetings functions of the Committee and the remuneration policyformulated by this Committee. The Company's Policy on appointment and remuneration ofDirectors and Key Managerial Personnel under Section 178(3) of the Companies Act 2013 andChapter V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015is attached as Annexure IV to this report.
17.5 PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE :
During the year the Company has not received any complaint of sexual harassment.
17.6 RISK MANAGEMENT :
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in strategy business and operational plans. Some of therisks which may pose challenges are set out in Management Discussions and Analysis Reportwhich forms part of this report.
18. MANAGERIAL REMUNERATION :
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as ANNEXURE V to this Report. Asper the provisions of section 197(14) of the Companies Act 2013 the Managing Director isnot in receipt of any commission from the Company or its subsidiaries.
19. CORPORATE GOVERNANCE CERTIFICATE :
The Compliance certificate from M/s. Maharaj N. R. Suresh & Co. CharteredAccountants Chennai (Firm Registration No. 001931S) regarding compliance of conditions ofcorporate governance as stipulated in Schedule V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 is annexed with the report.
20. CORPORATE SOCIAL RESPONSIBILITY :
The company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
21. DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 134(3)(c)of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed;
a) That in the preparation of the annual financial statements for year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31stMarch 2016 and of the profit and loss of the company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concernbasis;
e) That the proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively;
f) That systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and were operating effectively.
22. ACKNOWLEDGEMENTS :
Your Directors gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Chandra Prakash Khandelwal |
| ||Chairman & Managing Director |
| ||DIN:00016373 |
|Date: 11.08.2016 || |
|Place: Mumbai || |