To the Members
Your Directors have pleasure in presenting their 33rd Annual Report and the Audited Accounts for the Financial Year ended 31st March 2019.
Financial Results and Operations:
(Rupees in Lacs)
|Revenue from operations||63.36||37.32|
|Profit before Interest Dep. & Taxes||51.00||2.11|
|Profit Before Tax||50.97||2.06|
|Provision for Taxation||15.29||0.39|
|Provision for Deferred Tax||0.00||0.00|
|Profit After Tax||35.68||1.67|
|Other Comprehensive Income||0.00||0.00|
|Total Comprehensive Income||35.68||1.67|
|Earnings Per Share||0.71||0.03|
To provide more strength to the company your Directors have not recommended any dividend for the year under review
Your company has not accepted or invited any deposits from public under Companies Act 2013 during the year under review.
In accordance with the provision of the Companies Act 2013 no director is liable to retire by rotation as independent directors are proposed to appoint for five years in forthcoming annual general meeting.
Mr. Rajesh Kumar Inani is appointed as whole time director w.e.f. 27.09.2018 possess appropriate balance of skill expertise and knowledge and is qualified for appointment as director under section 196 197 and 203 read with schedule V of Companies Act 2013.
Mr. Sudhir Samdani has resigned from the directorship of the Company w.e.f. 28.09.2018 and Mrs. Swati Chhajed has from the directorship of the Company w.e.f. 07.12.2018
Appointment of Mr. Sumit Kothari And Mrs. Kiran Bhatnagar as a director was withdrawn by the Board of Directors due to not providing documents as required.
DIRECTOR'S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 134(3)c read with section 134(5) of the Companies Act 2013 with respect to the Director's Responsibility Statement your directors hereby confirm:
I) That in the preparation of the annual accounts for the financial year ended 31st March 2019; the applicable accounting standards have been followed;
II) That they have selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year under review;
III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets 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 are adequate and were operating effectively.
VI) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
M/s. B.K. Dad & Associates. Chartered Accountants Chittorgarh who are the Statutory Auditors of the Company hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provision of Section 139 of the Companies Act 2013 and the Rules framed there under it is proposed to appoint M/s. B.K. Dad & Associates as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of AGM to be held in the year 2022.
COMMENTS ON AUDITORS REPORT
The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments if any appearing in the Auditors' Report are self-explanatory and 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 with the Stock Exchanges an Audit Committee Comprises of Shri Rajesh Kumar Inani Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma are independent directors of the Company.
A separate section titled Corporate Governance including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under Regulation 27 of the Listing Regulation and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.
PARTICULARS OF EMPLOYEES
The Company did not have any employee during the year drawing remuneration attracting the 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 harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment economic and the market condition.
HUMAN RESOURCES DEVELOPMENT
Your Company believes that nurturing and development of human capital is of key importance for its operations The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment economic and the market condition.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company 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 annexed herewith as Annexure-A
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act 2013 are not applicable to 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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company engaged the services of M/s Anil Somani & Associates Company Secretary in Practice Bhilwara to conduct the Secretarial Audit of the Company for the financial year ended March 31 2019. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-B to this Report
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters Directors Management or their relatives which could have had a potential conflict with the interest of the company. Transactions with related parties entered by the company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the 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 Committee adopted a policy to regulate transactions between the Company and its Related Parties in compliance with the applicable provisions of the Companies Act 2013 the Rules thereunder and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the company at www. systematixsecurities.com under investors/policy documents/Related Party Policy link.
BOARD MEETING HELD DURING THE YEAR
During the year 5 meetings of the Board of Directors were held. The dates on which board meeting were held are as follow: 30th May 2018 13th August 2018 14th November 2018 30th January2019 and 11th March 2019.
The Board places on record its deep appreciation of the devoted services of loyal workers executives and other staff of the Company who have contributed to the performance and company's continue inherent strength. Your directors also wish to thank the banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.
|For and behalf of the Board |
|Date: 30.05.2019 |
|Rajesh Kumar Inani||Basanti Lal Agal|
|DIN No. 00410591||DIN No. 08416577|