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Systematix Securities Ltd.

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Systematix Securities Ltd. (SYSTEMATIXSEC) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their 29th Annual Report and theAudited Accounts for the Financial Year ended 31st March 2015.

Financial Results and Operations: (Rupees in Lacs)
2014-15 2013-14
Total Income 48.91 54.20
Total Expenditure 33.93 30.44
Profit/Loss before tax 14.98 23.76
Provision for Tax
Current Tax 3.58 4.28
Deferred Tax 0.00 0.00
Earlier Year Tax 0.00 0.00
Profit/Loss after tax 11.40 19.48
No. of Equity Shares 5000000 5000000
Earning per share (Rs. 10/- each) Basic & Diluted (in Rs.) 0.23 0.39

DIVIDEND

To provide more strength to the company your Directors have not recommended anydividend for the year under review

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public under Companies Act2013 during the year under review.

DIRECTORS:

In accordance with the provision of the Companies Act 2013 Mrs. S wati Chhajed whois proposed to be appointed as Independent Director possess appropriate balance of skillexpertise and knowledge and is qualified for appointment as independent director and givendeclaration that they meets the criteria of independence as laid down under section 149(6)of the Companies Act 2013 and clause 49 of the Listing Agreement

In the opinion of the Board all the Independent directors fulfills the conditionsspecified in the Act and the Rules made there under as the Clause 49 of the ListingAgreement for their appointment as Independent Directors of the Company.

In accordance with the provision of the Companies Act 2013 no director is liable toretire by rotation as independent directors are proposed to appoint for five years inforthcoming annual general meeting and managing director is not liable to retire byrotation.

DIRECTOR’S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956 withrespect to the Director's Responsibility Statement your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31stMarch 2014; the applicable accounting standards have been followed;

II) That they have selected such accounting policies and applied them consistently andmade judgments and estimate that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of financial year and of the profitof the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of this Act for safeguarding theassets of the Company and for preventing and detecting Fraud and other irregularities.

(IV) That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Sethiya Khandelwal & Co. Chartered Accountants Indore who are the statutoryauditors of the Company hold office till the conclusion of the forthcoming AGM and areeligible for re-appointment. Pursuant to the provisions of Section 139 of the CompaniesAct 2013 and the Rules framed there under it is proposed to appoint M/s. SethiyaKhandelwal & Co. as statutory auditors of the Company from the conclusion of theforthcoming AGM till the conclusion of the 31 st AGM to be held in the year 2017 subjectto ratification of their appointment at every AGM.

COMMENTS ON AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. Theobservations and comments if any appearing in the Auditors' Report are self-explanatoiyand do not call for any further explanation / clarification by the Board of Directors.

AUDIT COMMITTEE

Under the provisions of section 177 of Companies Act 2013 and Listing Agreement withthe Stock Exchanges an Audit Committee Comprises of Shri Jagdish Rathi Shri RakeshSethiya and Shri Bhagwati Prasad Sharma are independent directors of the Company.

CORPORATE GOVERNANCE:

A separate section titled "Corporate Governance" including a certificate fromthe Auditors of the Company confirming compliance of the conditions of the CorporateGovernance as stipulated under clause 49 of the Listing Agreement and also the ManagementDiscussion and Analysis Report and CEO certification are annexed hereto and form part ofthe report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee during the year drawing remuneration attractingthe provision of

section 197 read with rule 5 of the Companies Act 2013 read with the Companies(particulars of employees) Rule 1975. The company continued to have cordial and harmoniousrelations with employees. In totality our employees have shown a high degree of maturityand responsibility in responding to the changing environment economic and the marketcondition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of keyimportance for its operations The HR policies and procedures of your Company are gearedup towards this objective. In totality our employees have shown a high degree of maturityand responsibility in responding to the changing environment economic and the marketcondition.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior managementof the Company. All the Board members and senior management personnel have affirmedcompliance with the code of conduct. The code of conduct has posted on website of thecompany i.e http:// systematixsecurities.com

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-A

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act 2013 are not applicableto our company. So there is not constituted a CSR Committee of the Board.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s Anil Somani & Associates Company Secretary inPractice Bhilwara to conduct the Secretarial Audit of the Company for the financial yearended March 312015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-Bto this Report

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interest of thecompany. Transactions with related parties entered by the company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure-C

The board of Director of the company has on the recommendation of the Audit Committeeadopted a policy to regulate transactions between the Company and its Related Parties incompliance with the applicable provisions of the Companies Act 2013 the Rules thereunderand the Listing Agreement. This Policy was considered and approved by the Board has beenuploaded on the website of the company at www. systematixsecurities.com underinvestors/policy documents/Related Party Policy link.

LISTING OF THE SHARES

Equity shares of the company are listed on Kolkata Stock Exchange Bombay StockExchange and Madhya Pradesh Stock Exchange Limited.

BOARD MEETING HELD DURING THE YEAR

During the year 5 meetings of the Board of Directors were held. The dates on whichboard meeting were held are as follow:

29thMay2014 13th August2014 13thNovember2014 13th February 2015 and 27th March2015

ACKNOWLEDGMENT:

The Board places on record its deep appreciation of the devoted services of loyalworkers executives and other staff of the Company who have contributed to theperformance and company's continue inherent strength. Your directors also wish to thankthe banks and other stakeholders for their continued support and faith respond in theCompany. We look forward to their continued support in the future.

For and behalf of the Board

Date: 29.05.2015
Place: Kolkata Sudhir Samdani Jagdish Rathi
Managing Director Director
DIN No. 00890642 DIN No. 01211509

ANNEXURE B

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015 [Pursuant to section 204(1) of the CompaniesAct 2013 and rule No.9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014)

To

The Members Systematix Securities Limited

237 Kamalaya Centre

156 A Lenin Sarani

Kolkata West Bengal

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Systematix Securities Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Management's Responsibility for Secretarial Compliances

The company's Management is responsible for preparation and maintenance of secretarialrecords and for devising proper system to ensure compliance with the provisions ofapplicable laws and regulations.

Auditor's Responsibility

My responsibility is to express an opinion on the Secretarial records StandardsProcedures followed by the company with respect to Secretarial Compliances.

We believe that audit evidence and information obtained from the Company's managementis adequate and appropriate for me to provide a basis for my opinion.

Opinion

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit and subject to Management Representation Letter We herebyreport that in our opinion the company has during the audit period covering thefinancial year ended on 31.03.2015 generally complied with the statutory provisionslisted hereunder and also that the Company has in proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

We have examined the books papers minutes books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 312015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder as applicable;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent ofForeign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of

India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (not applicable since there is noaction/ event in pursuance of said regulation)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (not applicable since there is no action/ event in pursuance of saidregulation)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (not applicable since there is no action/ event in pursuance of saidregulation)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (not applicable since there is no action/ event in pursuance of said regulation)

We further report no other law was specifically applicable to the company and furtherno general laws were applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

(i) The Listing Agreements entered into by the Company with Stock Exchange;

(ii) Secretarial Standards issued by The Institute of Company Secretaries of India.(Not applicable as not notified till the period under review)

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned except in respect tomandatory disclosures on company's website as required under various provisions ofCompanies Act 2013 and Listing Agreement and however later the company has Developed andmaintained its website.

We further report that

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

3. Majority decision is carried through while the dissenting members' views arecaptured and recorded as part of the minutes.

4. The Company has proper Board processes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has Major decisions taken bythe members in pursuance to section 180 of the Companies Act 2013 having a major bearingon the company's affairs in pursuance of the above referred laws rules regulationsguidelines standards etc. referred to above).

For Anil Somani & Associates
Company Secretaries
Anil Kumar Somani
ACS : 36055
Place: Bhilwara COP .13379
Date : 30th May 2015

This report is to be read with our letter of even date which is annexed as' Annexure A'and forms an integral part of this report.

Annexure to Secretarial Audit Report

To

The Members Systematix Securities Limited

237 Kamalaya Centre

156 A Lenin Sarani

Kolkata West Bengal

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of corporate and other applicable laws andregulations standards is the responsibility of management Our examination was limited tothe verification of procedures on test basis.

6. The secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs ofthe company.

For Anil Somani & Associates
Company Secretaries
Anil Kumar Somani
ACS: 36055
Place: Bhilwara COP: 13379
Date: 30th May 2015

Form AOC-2

(Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules2014)

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 18 8 of theCompanies Act 2013 including certain arm's length transaction under third proviso isgiven below:

Details of contracts or arrangements or transactions not at Arm's length basis:

S. No. Particulars Details
1 Name(s) of the related party &nature of relationship Nil
2 Nature of contracts/arrangements/transaction Nil
3 Duration of the contracts/arrangements/transaction Nil
4 Salient terms of the contracts or arrangements or transaction including the value if any Nil
5 Justification for entering into such contracts or arrangements or transactions Nil
6 Date of approval by the board Nil
7 Amount paid as advances if any Nil
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188 Nil