The Directors have pleasure in presenting before you the 28th Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2021.
FINANCIAL RESULTS :-
The financial results of the Company for the year under review are summarized for yourconsideration:
|Particulars ||2020-2021 ||2019-2020 |
| ||(Amount in Lakh) ||(Amount in Lakh) |
|Gross Income ||7441.48 ||8810.62 |
|Expenses ||8198.53 ||8813.87 |
|Profit / Loss Before Interest and Depreciation ||(731.49) ||(-3.25) |
|Interest ||5.32 ||1.30 |
|Depreciation ||235.49 ||214.99 |
|Exceptional Item || ||- |
|Net Profit / (Loss) Before Tax ||(731.49) ||220.03 |
|Provision for Tax || ||- |
|Deferred Tax ||(179.90) ||(34.72) |
|Net Profit / (Loss) After Tax ||(262.77) ||(185.31) |
STATE OF COMPANYfS AFFAIRS / BRIEF DESCRIPTION OF THE COMPANYfS WORKINGDURING
THE YEAR / HIGHLIGHTS / OPERATIONS
During the year under review your Company registered a total revenue of 7467.04 lakhwhich is 15.24 % less than the revenue of the previous year. Due to adverse marketconditions the Company had a net loss of Rs.556.59as compared to net loss of Rs. 185.31lakh during the previous year. The management is optimistic about the future growth of theCompany.
Your Directors have not recommended any dividend in the current financial year.
The Company has not transferred any amount to any reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply to the Companyas there were no amounts due to be transferred to the fund during the year under review.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Ms. Neena Batra (DIN 07846399) Director of the Company retireby rotation in the ensuing Annual General Meeting and being eligible offer himself forre-appointment. Mr. Rahul Goyat was appointed as the Chairman of the Meetings of the Boardin place of Mr. Suninder Veer Singh and Ms. Neena Kumar Resigned from the Directorshipwef30.10.2020.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations that they meet thecriteria of Independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 25 of SEBI (LODR) Regulations.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 as on 31st March 2021 are as follows:
|Name ||Designation |
|Mr. Suninder Veer Singh ||Managing Director |
|Mr. Ranjan Jain ||Whole Time Director |
|Ms. ShikhaKataria ||Company Secretary |
|Mr. Naresh Batra ||Chief Financial Officer |
However Naresh Batra has now resigned and company has appointed Mr. Sanjeev Agrawal asthe Chief Financial Officer with effect from 29.06.2021
During the year under the company issued 2750000 equity shares by way of preferentialAllotment and thus change in the Share Capital of the Company. The Authorised capital ofthe Company is Rs. 250000000 comprising of 23000000 equity shares of Rs. 10/- eachand 20000000 preference shares of Rs. 1/- each. Issued paid up and subscribed ShareCapital of the Company is Rs. 225404000 comprising of 215404000 shares of Rs. 10/-each and 10000000 Preference Shares of Rs. 1/- each.
- The Company has not bought back any of its securities during the year under review.
- The Company has not issued any Sweat Equity Shares during the year under review.
- No Bonus Shares were issued during the year under review.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the Company. TheCompany has in place "Policy for Prevention and Redressal of Sexual Harassment"in line with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (hereinafter referred to as the said Act') andRules made there under. As per the provisions of Section 4 of the said Act the Board ofDirectors has constituted the Internal Complaints Committee (ICC) at the Registered Officeof the Company to deal with the Complaints received by the Company pertaining to genderdiscrimination and sexual harassment at workplace.
Further as per the provisions of Section 21& 22 of the aid Act the Report indetails of the number of cases filed under Sexual Harrasement and their disposal for thefinancial year under review is as under:
|Sr. No ||No. of cases pending as on the beginning of the financial year under review ||No. of complaints filed during the financial year under review ||No. of cases pending as on the end of the financial year under review |
|1. ||NIL ||NIL ||NIL |
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There is Change in the Chief Financial Officer of the Company Mr. Naresh Batraresigned from the position and Company on the recommendation of Audit and Nomination andremuneration Committee appoints Mr.Sanjeev Agrawal as Chief Financial Officer and KeyManagerial Personnel.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The company has issued and allotted 2750000 Equity Shares of Rs. 10/- each onpreferential basis to non-promoters of the Company by taking permission of theshareholders through postal ballot thereby increasing the issued subscribed and Paid UpShare Capital to 21540400 Equity Shares of Rs. 10/- each
MAJOR CHANGES HAPPENING DURING THE FINANCIAL YEAR
Your Directors wish to inform that there have not been any changes during the FinancialYear under review: a. In the nature of Company's business b. Generally in the class ofbusiness in which the Company has an interest.
LISTING WITH BSE LIMITED
The Equity Shares of the Company are listed at BSE Limited and are being regularlytraded on the Main Board of Exchange.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information has been given by way of an Annexure D-1 to this Report.
The Board of Directors has adopted The Code of Conduct for Prevention of InsiderTrading in accordance with the requirements of the SEBI (Prohibition of Insider Trading)Regulations 2015. The Insider trading policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation.
Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Listing Regulations 2015 Report on Corporate Governance is annexedherewith and forms a part of this Annual Report. A Certificate from Mr. Kanwaljit Singh aPracticing Company Secretary confirming compliance with the conditions of CorporateGovernance is also annexed with the Annual Report.
BUSINESS RESPONSIBILITY REPORT
Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable to the Company.
POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors Key Management Personnel and other employees is attached asAnnexure D-2 which forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review as stipulatedunder Part B of Schedule V to the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section asAnnexure D-3 forming part of this Annual Report.
PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:-
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the CompaniesAct 2013 the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard. The details under Section 197 (12) of the Companies Act 2013read with Rules 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given as Annexure D-4.
NUMBER OF MEETINGS OF BOARD
During the year 2020-21 10 (Ten) Board Meetings were held including 1 (One)Independent Directors meeting as required under Schedule IV of Companies Act 2013 and asper Listing Regulations 2015.
|Date of Board Meeting ||No. of Directors entitled ||Attendance of Directors |
|25.04.2020 ||6 ||3 |
|25.06.2020 ||6 ||4 |
|27.07.2020 ||6 ||4 |
|25.08.2020 ||6 ||4 |
|26.10.2020 ||6 ||6 |
|30.10.2020 ||6 ||5 |
|17.11.2020 ||5 ||4 |
|30.12.2020 ||5 ||5 |
|06.02.2021(Independent Director) ||2 ||2 |
|08.02.2021 ||5 ||4 |
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and Individual Directors includingIndependent Directors. Accordingly following is the criteria for evaluation:-
|a. Criteria for evaluation of the Board of Directors as a whole: |
|i. The Frequency of Meetings |
|ii. Quantum of Agenda |
|iii. Administration of Meetings |
|iv. Flow and quantity of Information from the Management to the Board |
|v. Number of Committees and their role. |
|vi. Overall performance of the Company Criteria for evaluation of the Individual Directors including Independent Directors; |
|vii. Experience and ability to contribute to the decision making process |
|viii. Problem solving approach and guidance to the Management |
|ix. Attendance and Participation in the Meetings |
|x. Personal competencies and contribution to strategy formulation |
|xi. Contribution towards Statutory compliances monitoring of controls and Corporate Governance |
The Independent Directors had met separately on 06.02.2021without the presence ofNon-Independent Directors and the members of management and discussed inter-alia theperformance of non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of Executive andNon-Executive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector`s performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpress their satisfaction with the evaluation process.
STATUTORY AUDITORS & AUDITORS REPORT:-
M/s S T A V & CO Chartered Accountants (Firm registration No: 024510C) who wasappointed as Statutory Auditors of the Company in the last Annual General Meeting to holdoffice till the conclusion of Annual General Meeting to be held in the year 2025.
There is no qualifications or observations marked by the auditors in the Auditors'Report regarding a part that company the Company has not paid the statutory dues of Bankand Company various credit facilities have been declared NPA (Non Performing Assets) bythe Bank. The Company is taking steps to clear all the dues shortly.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Anil Negi (M. No. 46547) a Company Secretary in practice having CP No. 17213 wasappointed as Secretarial Auditor of the Company for the Financial Year 2020-21 pursuant toSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by him inthe prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.
There is no qualifications or adverse remarks by the Secretarial Auditors in the Reportissued on 26 July 2021 which were duly complied
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by Auditors under sub-section (12) of section 143including those which are reportable to the Central Government.
DISCLOSURE ABOUT COST AUDIT
Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors at their meetingdated 29.06.2021 appointed M/s. C.L. Bansal & Associates Cost Accountants as theCost Auditors of the Company for the financial year 2021-2022. The remuneration proposedto be paid to the Cost Auditor subject to the ratification by the members at the ensuingAGM would not be exceeding Rs. 45000/- (Rupees FortyThousandOnly) plus out of pocketexpenses if any.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidation of financial statement In terms of Rule 6 of Companies (Accounts) Rules2014 are not applicable as Company does not have any subsidiary or associates.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
As required pursuant to provisions of section 134(1) (e) of the Act the Company has awell placed proper and adequate internal financial control system commensurate with thesize scale and complexity of its operations. The scope and authority of the InternalAudit function is well defined in the Organization. The internal financial control systemensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. During the year as per the requirements ofListing Agreement with the Stock Exchanges a Risk Management Committee was constituted bythe Board of Directors with responsibility of preparation of Risk Management Policyreviewing and monitoring the same on regular basis to identify and review critical riskson regular basis The risks faced by the Company and their minimization procedures areassessed by the Board. Further the Company identifies risks and control systems areinstituted to ensure that the risks in each business process are mitigated. The Boardprovides oversight and reviews the Risk Management Policy on a regular basis. In theopinion of the Board there has been no identification of elements of risk that maythreaten the existence of the Company.
DETAILS OF THE PERFORMANCE OF THE SUBSIDIARY/ ASSOCIATE OR JOINT VENTURE
The Company does not have any Subsidiary/Joint Ventures/ Associate Companies. Hencethe provisions regarding incorporation of a separate segment for disclosure of thefinancial positions and performance of the Subsidiary Associate and Joint Venturecompanies is not applicable to the Company
The Company has neither accepted nor renewed any deposits during the Financial Year2019-20 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is NIL.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY`S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.
The Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 an Audit Committee has been duly constituted.The Audit Committee as on March 31 2021 comprises of the following Independent Directors:
|Mr. Rahul Goyat ||Independent Director Chairman |
|Ms. Neena Batra ||Non-Independent Director Member |
|Ms. Sidhu Jasvirkaur Daljeetsingh ||Independent Director Member |
Details of the Audit Committee have been separately given in the Corporate Governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.
NOMINATION & REMUNERATION COMMITTEE
In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and pursuant to the provisions of Section178 of the Companies Act 2013 Nomination & Remuneration Committee as on March 312021 comprises of the following Directors:
|Ms. Sidhu Jasvirkaur Daljeetsingh ||Independent Director Chairman |
|Ms. Neena Batra ||Non-executive Non- Independent Director Member |
|Mr. Rahul Goyat ||Independent Director Member |
The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has constituted StakeholdersRelationship Committee with following composition as on March 31 2021 :-
|Mr. Rahul Goyat ||Independent Director Chairman |
|Mr. Ranjan Jain ||Wholetime Managing Director Member |
|Mr. Suninder veer Singh ||Managing Director Member |
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on March 31 2021 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure D-6 and formspart of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2020-21 are attached as Annexure D-7 which forms part of this report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis. Hence provisions of Section 188 (1) are not applicable. However as thesetransactions were in the ordinary course of business and on an arm's length basis in theopinion of the Board these transactions are justified to be executed. The detail of thesetransactions is given in Annexure D-8 which forms part of this report.
During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered material' according to the policy of theCompany on Materiality of Related Party
Transactions. Your attention is also drawn to the Related Party disclosures set out inNote no. 16 of the Financial Statements.
The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms ofSection 177 (10) of the Companies Act 2013 and also in terms of Listing regulations2015. The details of the said Vigil Mechanism cum Whistle Blower Policy is given in theCorporate Governance Section which is annexed herewith. The Vigil Mechanism cum WhistleBlower Policy is also available on the Company's websitehttp://www.syschem.in/DOWNLOAD/Whistleblower_Policy.pdf.
DIRECTORSf RESPONSIBILITY STATEMENT
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) theDirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitand Loss of the Company for that period; (c) the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; (d) the Directors had prepared the annual accounts on agoing concern basis; (e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. (f) the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
The Company has devised proper systems to ensure compliance of all laws applicable tothe Company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws.
CEO / CFO CERTIFICATION
In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the CFO have submitted necessary certificate to the Board of Directors stating theparticulars specified under the said Regulation. The Certificate has been reviewed by theAudit Committee and taken on record by the Board of Directors.
DEMATERIALIZATION OF SHARES
As mentioned in Company's earlier Annual Reports the Company's Equity Shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. About 98.4% of the shares of the Company are already indematerialized form. M/s Beetal Financial & Computer Services Pvt. Limited New Delhiis acting as the Registrar and Share Transfer Agents for this purpose and acts as commonshare agency in terms of SEBI Guidelines.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 (IBC)
No Insolvency resolution process has been initiated/ filed by a financial oroperational creditor or by the Company itself under the IBC before the NCLT.
Your Directors wish to express their sincere appreciation to valued Clients Company'sBankers Associates
Shareholders and Employees of the Company for their continued support &co-operation.
|For & On Behalf of the Board ||For& On Behalf of the Board |
|(Suninder Veer Singh) ||(Ranjan Jain) |
|Managing Director ||Wholetime Director |
|(DIN 07693557) ||(DIN 00635274) |
|PLACE: CHANDIGARH || |
|Date:27/07/2021 || |