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Systematix Corporate Services Ltd.
|BSE: 526506||Sector: Financials|
|NSE: N.A.||ISIN Code: INE356B01016|
|BSE 00:00 | 16 Aug||67.00||
|NSE 05:30 | 01 Jan||Systematix Corporate Services Ltd|
Systematix Corporate Services Ltd. (SYSTEMATIXCORP) - Director Report
Company director report
The Members of
SYSTEMATIX CORPORATE SERVICES LIMITED
Your Directors have pleasure in presenting the 32nd Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31stMarch 2017.
1.FINANCIAL SUMMARY OF THE COMPANY :
2. TRANSFER TO RESERVES :
No amount is proposed to be transferred to the reserves for the financial year ended 31stMarch 2017.
3. DIVIDEND :
In order to conserve the resources for increasing business operations no dividend isrecommended for the financial year ended 31st March 2017.
4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'SAFFAIR :
As is evident from the above financial review during the year the company has earnedStandalone Income of Rs 254.45 Lakh as compared to Standalone Income of Rs 31.90 Lakh ofthe previous year which registered an increase by 697.65 % as compared to last yearStandalone Income and Consolidated Income of Rs 4396.03 Lakh as compared to ConsolidatedIncome of Rs 3501.37 Lakh of the previous year which also registered an increase by 25.55% as compared to last year Consolidated Income.
The Company has incurred Standalone Profit after Tax during the year of Rs 68.47 Lakhas compared to the Standalone Loss after Tax of the previous year of Rs 152.53 Lakh andConsolidated profit after Tax during the year of Rs 395.29 Lakh as compared to theConsolidated Loss after Tax of the previous year of Rs 89.82 Lakh.
5. 5.1 DETAILS OF WHOLLY OWNED SUBSIDIARIES :
The Company as on 31st March 2017 had four Wholly Owned Subsidiaries viz:
(i) Systematix Shares and Stocks (India) Limited
(ii) Systematix Fincorp India Limited
(iii) Systematix Finvest Private Limited
(iv) 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 asAnnexure I 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 :
There is no such company becoming or ceasing as a subsidiary associates and jointventures during the year under review.
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 :
There are no material changes and commitments if any affecting the financial positionsof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the 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 t he 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 entered by the Company during the yearunder review with related party (/ies) are in the ordinary course of business and on arms'length basis. As the transactions entered do not fall under Section 188(1) of theCompanies Act 2013. Hence disclosure in Form ACO-2 is not required to be furnished.Related Party transaction policy is posted on the website of the company and is availableat 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 NDED 31STMARCH 2017 :
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 2017 :
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 2016-17 is annexed herewith as 'Annexure II'. The saidreport does not contain any adverse observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.
13.3 STATUTORY AUDITORS :
In terms of the provisions of Section 139 of Companies Act 2013 (the "Act")no listed company can appoint or re-appoint an audit firm as auditor for more than twoterms of five consecutive years. The Act further prescribes that the Company has to complywith these provisions within three years from the commencement of the Act.
M/s. Maharaj N R Suresh & Co. Chartered Accountants Chennai (Firm Registration No.001931S) were the Statutory Auditors of the Company since F.Y. 2007-08. It is mandated asper the Companies Act 2013 to appoint a new Auditor if the current auditor holds officemore than a continuous period of ten years. Hence the Board proposed the name of M/s. SJawahar & Associates Chartered Accountants (Firm Registration No. 006232S) to beappointed as Statutory Auditor of the company for a period of five years pursuant to theprovisions of Section 139 of the Companies Act 2013.
M/s. S Jawahar & Associates Chartered Accountants (Firm Registration No. 006232S)have expressed their willingness to get appointed as the Statutory Auditors of the companyand has furnished a certificate of their eligibility and consent under Section 141 of theCompanies Act 2013 and the rules framed there under. In terms of the SEBI (LODR)Regulations 2015 the Auditors have confirmed that they hold a valid certificate issuedby the Peer Review Board of the ICAI.
14. SHARE CAPITAL :
The Company has forfeited its 142300 partly paid-up equity shares of the Company on31st March 2017 due to non-payment of call money by the shareholders of theCompany. As a result of which the current Paid up Share Capital of the Company is Rs399802580/- 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 2016-2017.
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 2016-2017.
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 2017 made under theprovisions of Section 92(3) of the Act is attached as 'Annexure III' which forms part ofthis 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:
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 theArticles of Association of the Company Mrs. Anju Khandelwal who is liable to retire byrotation and is eligible for re-appointment has offered herself for re- appointment.
During the year under review Mr. Pradeep Gotecha has resigned as a Director and ChiefFinancial Officer of the Company with effect from 07th February 2017 and Mr.Shree Prakash Mundhra has been appointed as Chief Financial Officer of the Company witheffect from 14th February 2017.
Mr. Chandra Prakash Khandelwal was re-appointed as Managing Director with effect from 1stApril 2017 at the Board Meeting of the Company held on 14th February 2017 forthe tenure of 5 years subject to approval of shareholder at the ensuing annual generalmeeting.
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 and Nomination & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
D) FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor Independent Directors to familiarize them with the working of the Company theirroles rights and responsibilities vis-a-vis the Company the industry in which theCompany operates business model etc. Details of the Familiarization Programme areexplained in the Corporate Governance Report and are also available on the Company'swebsite at www.systematixgroup.in
17. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES :
17.1 BOARD MEETINGS :
The Board of Directors met 6 times during the financial year ended 31stMarch 2017 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 Governance under the head "BOARD OFDIRECTORS (BOARD)." Additionally during the financial year ended 31stMarch 2017 the Independent Directors held a separate meeting in compliance with therequirements of Schedule IV of the Companies Act 2013 and Clause 25 (3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
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 nomination and remunerationpolicy formulated by this Committee. The Company's Nomination and Remuneration Policyframed under section 178(3) of the Companies Act 2013 and Chapter IV of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 is attached as "AnnexureIV" 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. As per theprovisions of section 197(14) of the Companies Act 2013 the Managing Director is not inreceipt 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 provisions of section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable.
21. INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
22. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS:
Pursuant to the notification issued by The Ministry of Corporate Affairs dated 16thFebruary 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 theCompany will adopt "IND AS" with effect from 01st April 2019 withthe comparatives for the periods ending 31st March 2018.
23. 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 2017 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 2017 and of the profit 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 concern basis;
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 laws were inplace and were adequate and were operating effectively.
24. INTIMATION OF UNCERTAIN EVENT :
The Company has intimated to BSE vide letter dated 02nd December 2016regarding the catastrophic event of fire that took place at the office of Company/Subsidiaries being situated at "2nd floor J. K. Somani Bldg BritishHotel Lane Fort Mumbai - 400001". Further the intimation of the updated statuspursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and SEBI circular dated September 09 2015 regarding "ContinuousDisclosure Requirements (major fire at our office at FORT Mumbai) were submitted to BSE.
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.