To the Members
Your Directors have pleasure in presenting their 31st Annual Report andthe Audited Accounts for the Financial Year ended 31st March 2017.
Financial Results and Operations: (Rupees in Lacs)
| ||2016-17 ||2015-16 |
|Total Income ||43.67 ||45.33 |
|Total Expenditure ||31.89 ||30.85 |
|Profit/Loss before tax ||11.78 ||14.48 |
|Provision for Tax || || |
|Current Tax ||2.09 ||4.07 |
|Deferred Tax ||0.00 ||0.00 |
|Earlier Year Tax ||0.00 ||0.00 |
|Profit/Loss after tax ||9.69 ||10.41 |
|No. of Equity Shares ||5000000 ||5000000 |
|Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) ||0.19 ||0.23 |
To provide more strength to the company your Directors have not recommended anydividend for the year under review
Your company has not accepted or invited any deposits from public under Companies Act2013 during the year under review.
In the opinion of the Board all the Independent directors fulfills the conditionsspecified in the Act and the Rules made there under as the Regulation 25 of the ListingRegulation 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 134(5) of the Companies Act 2013 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 2017; 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.
V) That they have laid down internal financial controls in the company that areadequate and were operating effectively.
VI) That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and these are adequate and are operating effectively.
As per Section 139 of the Companies Act M/ s. Sethiya Khandelwal & Co. CharteredAccountants Indore retires as Statutory Auditors of the Company. Your Board places onrecord their appreciation for the services provided by M/ s. Sethiya Khandelwal & Co.Chartered Accountants as Statutory Auditor of the Company for over a decade. Based on therecommendations of the Audit Committee and upon review of confirmations of satisfaction ofcriteria as specified in Section 141 of the Companies Act 2013 read with Rule 4 ofCompanies (Audit & Auditors) Rules 2014 your Board had subject to approval of theMembers at the ensuing Annual General Meeting approved appointment of M/s. B.K. Dad &Associates Chartered Accountants (Firm Registration No. 018840C) as Statutory Auditors ofthe Company in place of retiring Statutory Auditors M/ s. Sethiya Khandelwal & Co.Chartered Accountants Indore. A proposal seeking Members approval for appointment of M/s.B. K. Dad Chartered Accountants as Statutory Auditors of the Company until conclusion of36th Annual General Meeting to be held in the year 2022 subject toratification by Shareholders at every AGM forms part of the Notice of ensuing AnnualGeneral Meeting.
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-explanatoryand do not call for any further explanation / clarification by the Board of Directors.
Under the provisions of section 177 of Companies Act 2013 and Listing Regulation withthe Stock Exchanges an Audit Committee Comprises of Shri Jagdish Rathi Shri RakeshSethiya and Shri Bhagwati Prasad Sharma are independent directors of the Company.
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 Regulation 27 of the Listing Regulation and also theManagement Discussion and Analysis Report and CEO certification are annexed hereto andform part of the 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 theCompanies (particulars of employees) Rule 1975. The company continued to have cordial andharmonious relations with employees. In totality our employees have shown a high degree ofmaturity and responsibility in responding to the changing environment economic and themarket condition.
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 the company i.ehttp:// 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.
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 31 2017. 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 as Annexure-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 Regulations. 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 and Bombay StockExchange. BOARD MEETING HELD DURING THE YEAR
During the year 4 meetings of the Board of Directors were held. The dates on whichboard meeting were held are as follow:
30th May2016 12th August 2016 14th November 2016and 13th February 2017.
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: 30.05.2017 || || |
|Place: Indore ||Sudhir Samdani ||Jagdish Rathi |
| ||Managing Director ||Director |
| ||DIN No. 00890642 ||DIN No. 01211509 |