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Directors Report of Systematix Corporate Services Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. in lacs)

Particulars Year ended 31st March, 2015 Year ended 31st March, 2014

Standalone Consolidated Standalone Consolidated

Total Income 161.35 3823.67 313.60 3998.41

Total Expenditure 163.37 3584.20 208.90 371129

Profit before exceptional & (2.02) 239.47 10470 287.12 extraordinary items and tax

Exceptional Items 3.59 98.80 - 0.09

Extraordinary Items - - - -

Profit/Loss before Tax (5.61) 14067 104.70 287.03

Provision for Taxation 3.21 105.84 35.30 11578

Deferred Tax (5.01) (83.32) (1.50) (27.11)

Income tax related to earlier - 0.43 - 1.86 year

Profit after Tax (3.81) 11772 70.90 196.50

Paid up Share Capital 4005.14 4005.14 1305.14 1305.14 Reserves Surplus 2297.74 4005.38 2301.56 3887.67

Proposed Dividend/ Transfer: - - - - to Reserve

Surplus/Deficit Transfer to - - - - Balance sheet

EPS (Basic) (0.03) 0.90 0.54 1.50

EPS(Diluted) (0.03) 0.90 0.54 1.50

2. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves during FY 2014-15.

3. DIVIDEND

Since the Company incurred losses during the financial year, no dividend is recommended by the Board for the financial year ended 31st March, 2015.

4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S AFFAIR

As is evident from the above financial review, during the year, the company has earned Stand alone Income of Rs. 161.35 Lacs as compared to income of Rs. 313.60 Lacs of the Previous Year which registered a decline by 48.55 % as compared to last year Income, and Consolidated Income of Rs.3823.67 Lacs as compared to Consolidated Income of Rs. 3998.41 Lacs of the previous Year which also registered a decline by 4.37 % as compared to last year Consolidated Income.

The Company has incurred Stand alone Loss after tax during the year of Rs. 3.81 Lacs as compared to the Profit after Tax of the previous year of Rs. 70.90 Lacs, and Consolidated Profit after tax during the year of Rs. 117.72 Lacs as compared to the Consolidated Profit after Tax of the Previous year of Rs. 196.50 Lacs which also registered a decline by 40.09 % as compared to last year Consolidated Profit after Tax.

5. 5.1 DETAILS OF WHOLLY OWNED SUBSIDIARIES

The Company as of March 31, 2015 had four Wholly Owned Subsidiaries viz:

(i) M/s. Systematix Shares and Stocks (India) Limited

(ii) M/s. Systematix Fincorp India Limited

(iii) M/s. Systematix Finvest Private Limited

(iv) M/s. Systematix Commodities Services Private Limited

DETAILS OF STEP DOWN SUBSIDIARY COMPANY

M/s. Systematix Distributions Services Private Limited (till March 31, 2015)

5.2 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board's Report. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries will be available for inspection during business hours at the registered office of the Company.

5.3 DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES, DURING THE YEAR UNDER REVIEW, ARE AS UNDER:

During the year, there is none of the Company becomes Subsidiary or Associates or Joint Ventures; however, M/s. Systematix Commodities Services Private Limited has become direct subsidiary instead of step down subsidiary. Further, M/s. Systematix Distributions Services Private Limited has ceased from fellow Subsidiary company as it ceased to be subsidiary company of M/s. Systematix Commodities Services Private Limited with effect from March 31, 2015.

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 THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY

TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No material changes have occurred between the end of the financial year and the date of the report.

8 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts or Tribunals which 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 THE FINANCIAL STATEMENTS.

The Company has adequate systems of internal control, to ensure that all assets are safeguarded and protected against loss from unauthorized use and procedures commensurate with the size and nature of business. The Company continuously upgrades its systems in line with the best availability practices. These systems are supported by periodical reviews by the management and standard policies and guidelines to ensure that financial and other records are prepared accurately.

10 DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no amounts were outstanding which were classified as 'Deposits' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in complian cewiththe Chapter V of the Companies Act, 2013 is not applicable.

11 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 forms part of financial statements.

12 12.1 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms' length basis. Hence, Section 188(1) is not applicable and consequently no particulars in form AOC-2 have been furnished. Related Party transaction policy is posted on the website of the company and is available at 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 related parties. None of the transactions with any of related parties were in conflict with the Company's interest. All related party transactions are in the ordinary course of business and on arms' length basis. Transactions with related party are disclosed in Note. 28 in 'Notes forming a part of financial statement' annexed to the financial statements for the year.

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 ENDED MARCH 31, 2015:

The auditor's report does not contain any qualification, reservation or adverse remark or Disclaimer.

13.2 SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2015:

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 respect of the Secretarial Audit carried out by Mr. Hitesh Kothari, Partner of M/s. Kothari H. & Associates, Company Secretaries in Form MR-3 for the FY 2014-15 is annexed herewith as 'Annexure II'. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

13.3 STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Maharaj N R Suresh & Co. Chartered Accountants, Chennai (Registration No. 001931S), the Statutory Auditors of the Company, hold office up to the conclusion of the Thirty First (31st) Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

14 SHARE CAPITAL

The following changes occurred during the year under review in the share capital of the Company.

a) The Authorized Share Capital of the Company has been increased from Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 2,50,00,000/- (Rupees Two Crore Fifty Lakhs) Equity shares of Rs.10/- (Rupees Ten) each to Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 2,00,00,000 (Two crore) Equity Shares of Rs.10/- (Rupees Ten) each and 3,00,00,000 (Three Crore) Preference Shares of Rs. 10/- (Rupees Ten) each by introducing 2,50,00,000 (Two Crore Fifity Lacs) preference shares of Rs. 10/- (Rupees Ten) each and converting of 50,00,000 (Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten) each into 50,00,000 (Fifty Lacs) preference shares of Rs. 10/- (Rupees Ten)

b) Issue of 2,70,00,000 non-convertible Redeemable preference shares (NCRPS) of face value of Rs. 10/- each (the "Preference Shares") on preferential basis , for the consideration other than cash being conversion of unsecured loan from M/s Superstar Exports Private Limited in to share Capital.

As on March 31, 2015 the authorized Capital of the Company is Rs. 500,000,000/- and paid up Share Capital is Rs. 400,514,080/- The Company has not issued any equity shares with differential rights / sweat equity shares/employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015.

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 of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is attached as 'Annexure III' which forms part of this Report.

15.2 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

A) ENERGY CONSERVATION & TECHNOLOGY ABSORPTION

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipment's like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipment's. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows:

a. [Total foreign exchange earned I 4,69,153"

b. Total foreign exchange outgo I NIL

16 MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL;

DIRECTORS:

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Sunil Sadr who is liable to retire by rotation and is eligible for re- appointment, has offered himself for re- appointment.

Pursuant to provision of section 203 of the Companies Act, 2013, the Articles of Association of the Company and other applicable provisions, the Company appointed Ms. Vrunda Dhanesha to hold the office of the Company Secretary and Compliance Officer of the Company w e. f. 14th August, 2015 in place of Mr. Tushar Adhav who resigned from his office w.e.f. 22nd June, 2015.

During the year under review, the existing appointment w e. f. August 13, 2014 of Mr. Pradeep Gotecha as Chief Financial Officer was formalised as the Key Managerial Personnel of the Company to comply with the provisions of Section 203 of the Companies Act, 2013.

During the year under review Mr. Sanjay Khandelwal (DIN: 01592134) has been Appointed as Non- Executive Independent Director w e. f September 30, 2014 for a tenure of Five (5) years and Mr. Ashish Kumar Vyas resigned as an Independent Director of the Company w e. f. September 30, 2014. The Board has placed on record its appreciation for the services rendered by Mr. Ashish Kumar Vyas during his tenure as a Director.

B) DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming 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 Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17 DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES;

17.1 BOARD MEETINGS

The Board of Directors met 5 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.Additionally, during the financial year ended March 31, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

17.2 AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the 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 the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at www.systematixgroup.in

17.4 NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Company's Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and Clause 49(IV) of Listing Agreement is attached as Annexure IV 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 to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in strategy, business and operational plans. Some of the risks which may pose challenges are set out in Management Discussions and Analysis Report which forms part of this report.

18 MANAGERIAL REMUNERATION:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Corporate Office of the Company. The aforesaid information is also available for inspection by Members at the Corporate Office of the Company, 21 days before the 30th Annual General Meeting and upto the date of the Annual General Meeting during the business hours on working days. As per the provisions of section 197(14) of the Companies Act, 2013, the Managing Director is not in receipt of any commission from the Company or its subsidiaries.

19 CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from M/s. Maharaj N. R. Suresh & Co., Chartered Accountants Chennai (Registration No. 001931S) regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

20 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed;

a) That in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit and loss of the company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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 internal financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and were operating effectively.

21 ACKNOWLEDGMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Chandra Prakash Khandelwal Sunil Sarda

Chairman & Managing Director Director

DIN: 00016373 DIN: 00030913

Date: 16/08/2015

Place: Mumbai


Mar 31, 2014

Dear Members,

The Directors have Pleasure in presenting the 29th Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL REVIEW :

Particulars Year ended 31/03/2014 Year ended 31/03/2013 Standalone Consolidated Standalone Consolidated

Total Income 313.60 3998.41 453.39 5047.49

Total Expenditure 193.52 2439.48 248.74 3161.53

Profit before 120.08 1558.93 204.65 1885.96 depreciation interest & exceptional items

Interest 0.00 1117.48 21.44 1396.11

Depreciation 15.38 154.33 15.24 157.69

Exceptional Items 0.00 0.09 0.00 (0.54)

Profit before Tax 104.70 287.03 167.97 332.70 Provision for 35.30 115.78 53.72 144.32 Taxation

Deferred Tax (1.50) (27.11) 1.00 (35.77)

Income tax related 0.00 1.86 0.00 3.17 to earlier year

Profit after Tax 70.90 196.50 113.25 220.98

Paid up Equity 1305.14 1305.14 1305.14 1305.14 Share Capital

Reserves & Surplus 2301.56 3887.67 2230.66 3691.18

As is evident from the above financial review, during the year, the company has earned Stand alone Income of Rs. 313.60 Lacs as compared to income of Rs. 453.39 Lacs of the Previous Year which registered a decline by 30.83% as compared to last year Income and Consolidated Income of Rs. 3998.41 Lacs as compared to income of Rs. 5047.49 Lacs of the previous Year which also registered a decline by 20.78% as compared to last year Consolidated Income.

The Company earned Stand alone Profit after tax during the year is Rs. 70.90 Lacs as compared to the Profit after Tax of the previous year of Rs. 113.25 which registered a decline by 37.39% as compared to last year Profit after Tax and Consolidated Profit after tax during the year of Rs. 196.50 Lacs as compared to the Profit after Tax of the Previous year of Rs. 220.98 Lacs which also registered a decline by 11.07% as compared to last year Profit after Tax.

DIVIDEND AND TRANSFER TO RESERVES :

In order to conserve the resources for increasing business operations, Your Director do not recommend any dividend for the year under review. No amount is proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closed from 22nd September, 2014 to 30th September, 2014 (both days inclusive). The Annual General Meeting of the Company will be held on Tuesday, 30th September, 2014 at 11.00 a.m.

PUBLIC DEPOSITS:

During the Year under review the Company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits.

DIRECTORS:

Section 149 of the Companies Act, 2013 (the Act) which defines the composition of the Board has been notified effective April 01, 2014 and provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years.

As per the explanation provided under Section 149 of the Act, any tenure of an independent Director on the date of commencement of this Section i.e. April 01,2014 shall not be counted as a term. The tenure of every independent director to compute the period of first five consecutive years would be reckoned afresh from April 01,2014. In term of the aforesaid provisions, the independent Directors of the Company will be eligible to hold office for a consecutive period of five years as per applicable provisions of the Companies Act, 2013.

Section 152 of the Act, also notified effective April 01,2014 provides that independent directors would need to be excluded from the total number of directors for the purpose of computing the number of directors whose period of office will be liable to determination by retirement of directors by rotation.

As on the date of this report, the Company''s Board consists of the following Independent Directors:

1. Mr. Mahesh Solanki

2. Mr. Ashish Kumar Vyas

3. Mr. Shriram Khandelwal

Mr. Ashish Kumar Vyas has shown his unwillingness to continue act as an Independent Director of the Company after ensuing Annual General Meeting. The Company has received a notice from a member proposing candidature of Mr. Sanjay Khandelwal for an appointment of an independent Director in the ensuing general meeting of the members.

In accordance with the provisions of the companies Act and Article of Association of the Company, Mrs. Anju Khandelwal retires by rotation at the forthcoming Annual General Meeting, and being eligible; offer himself for re- appointment.

Brief profile of the proposed appointees together with other disclosures in terms of clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 29th Annual General Meeting.

CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICER

Pursuant to the Provisions of section 203 of the Companies Act, 2013, the Articles of Association of the Company and other applicable provisions, the Company appointed Mr. Tushar Adhav to hold the office of the Company Secretary and Compliance Officer of the Company w.e.f. 13th August, 2014 in place of Mr. V R N H S Prasad who resigned from his office w.e.f. 28th July, 2014.

SUBSIDIARY COMPANIES

The Company as of March 31, 2014 had five subsidiaries, viz:

1. M/s. Systematix Fincorp India Limited- Wholly Owned Subsidiary

2. M/s. Systematix Finvest Private Limited- Wholly Owned Subsidiary

3. M/s. Systematix Shares & Stocks (I) Limited- Subsidiary of the Company

4. M/s. Systematix Commodities Services Private Limited - Fellow subsidiary (wholly Owned Subsidiary of the Systematix shares and Stocks (I) Limited)

5. Systematix Distributions Services Private Limited- Fellow subsidiary (the wholly owned subsidiary of Systematix Commodities Services Private Limited.)

ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No.5/12/2007-CL-III dated February 08, 2011, issued general exemption under section 212(8) of the Companies Act, 1956 to the companies fulfilling the conditions contained in the above circular from complying with the provisions of section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its balance sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarised financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company.

Annual Accounts of each of Company''s subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Board Department of the Company in this regard.

The Annual Accounts of each of the Company''s subsidiary companies will also be available for inspection by any shareholder in the head offices of the holding and subsidiary companies.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on BSE Limited. The Company has paid the annual Listing fee for the financial year 2014-15 to BSE.

AUDITORS AND AUDITORS'' REPORT

M/s. Maharaj N. R. Suresh & Co, Chartered Accountants, Mumbai (Registration No. 001931S) Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re- appointment. A certificate to the effect that their appointment, if made, will be within the prescribed limits under Section 141 of the Companies Act, 2013, has been obtained from them. In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Board on the recommendation of the Audit Committee recommends the re-appointment of M/s. Maharaj N. R. Suresh & Co as Statutory Auditor of the Company for the next three (3) consecutive financial years

i.e. 2014-15, 2015-16 and 2016-17 that subject to rectification by the shareholders at every Annual General Meeting. The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

iv. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board of Directors has in its meeting held on 13th August, 2014 appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretaries, Mumbai holding certificate of practice number 5502 issued by The Institute of Company Secretaries of India as Secretarial Auditor for the Financial year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS, FOREIGN EXCHANGE EARNINGS AND OUTGOES

The nature of the Company is a service Company. Therefore the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

During the period under review the Company has earned Foreign Exchange of Rs. 5,01,709 & outgo was Rs. 54,808.

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section which forms part of the annual report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulation set out in the Listing Agreement with the Stock Exchange and have implemented all the prescribed requirements. A Report on Corporate Governance, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, forms part of the Annual Report.

A Certificate from the Auditors of the Company, M/s. Maharaj N. R. Suresh & Co., Chartered Accountants confirming the compliance of conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report.

ACKNOWLEDGMENTS

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government Authorities and look forward to their continued support. Your Directors place on record their gratitude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company. Your Directors also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.

By Order of the Board Of Systematix Corporate Services Limited

Sd/- Chandra Prakash Khandelwal Date: 13th August, 2014 Chairman and Managing Director Place: Mumbai (Din: 00016373)


Mar 31, 2012

To The Members of Systematix Corporate Services Ltd.

Dear Members,

The Directors have Pleasure in presenting the Twenty Seventh Annual Report and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL REVIEW:

(Rs. In Lacs)

Particulars Year ended 31/03/2012 Year ended 31/03/2011

Stand Consolidated Stand alone Consolidated alone

Total income 357.66 5145.54 290.95 3222.56

Total Expenditure 258.20 3063.35 190.58 797.67

Profit / (Loss) before 99.46 2082.19 100.37 2424.89 depreciation and interest

Interest 45.55 1717.88 1.00 1703.05

Depreciation 15.24 157.28 7.81 12.32

Exceptional Items 0.00 1.36 (1.11) (2.12)

Profit/ (Loss) before Tax 38.67 205.67 92.67 711.64

Tax/ Provision for Taxation/ 5.91 68.62 2.89 210.84 Deferred Tax

Profit/Loss after Tax 32.76 137.05 89.78 500.80

Paid up Equity Share Capital 1305.14 1305.14 1304.95 1304.95

Reserves & Surplus 2117.41 3470.20 2084.65 3333.15

As is evident from the above financial review, during the year, the company has earned Stand alone Income of Rs. 357.66 lacs as compared to income of Rs. 290.95 Lacs of the Previous Year and Consolidated Income of Rs. 5145.54 lacs as compared to income of Rs.3222.56 lacs of the previous Year. The Company earned Stand alone Profit after tax during the year is Rs. 32.76 Lacs as compared to the Profit after Tax of the previous year of Rs. 89.78 and Consolidated Profit after tax during the year of Rs. 137.05 lacs as compared to the Profit after Tax of the Previous year of Rs. 500.80 Lacs.

DIVIDEND AND TRANSFER TO RESERVES

In order to conserve the resources for increasing business operations, Your Director do not recommend duty dividend for the year under review. No amount is proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closed from 24th September, 2012 to 25th September, 2012, both days inclusive. The Annual General Meeting of the Company will be held on 25th September, 2012.

SHARE CAPITAL AND OPTIONAL CONVERTIBLE DEBENTURE:

During the year the Company has allotted 4,43,758 nos. of Equity Shares of the face value of Rs. 10 each at Rs. 250/- share and 3,03,667 nos. of Optionally Fully Convertible Debentures (OFCDs) face value of Rs. 250/- to the shareholders of Systematix Shares & stocks (India) Limited (SSSIL) as a consideration against acquisition of 29,89,700 nos. of snares of SSSIL.

PUBLIC DEPOSIT:

During the Year under review the Company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits.

DIRECTORS

In accordance with the provisions of the companies Act, 1956 and Article of Association of the Company, Mr. Ramesh Raizada and Mrs. Anju Khandelwal retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer them self for re- appointment.

Information on the provision details of director seeking appointment/ re- appointment as required under clause 49 of the Listing Agreement has been given under the Notice to Shareholders under the head "Additional Information".

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

I. That in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review.

III. That the Directors have taken proper and sufficient c are for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

IV. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Analysis and discussion Report, as required under the listing Agreement with the Stock Exchange is enclosed at Annexure A.

SUNSIDIARY COMPANIES:

The Company as of March 31, 2012 had Four subsidiaries, viz M/s. Systematix Fincorp India Limited, M/s. Systematix Finevest Private Limited and M/s. Systematix Shares s Stocks (I) Limited the Wholly Owned Subsidiary of the Company and M/s. Systematix Commodities Services Private Limited, wholly Owned Subsidiary of the Systematic shares and Stocks (1) Limited and Systematix Commodities Trading Private Limited, the wholly owned subsidiary of Systematix Commodities Services Private Limited.

ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES:

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No.5/12/2007-CL-TTT dated February 08, 2011, issued general exemption under section 212(8) of the Companies Act, 195G to the companies fulfilling the conditions contained in the above circular from complying with the provisions of section 212 of the. Companies Act, able which requires holding companies to attach annual accounts and other documents of subsidiary companies to its balance sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures Lo consolidated financial Statements of the Company.

Annual Accounts of each of Company''s subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Board Department of the Company in this regard.

The annual accounts of each of the Company''s subsidiary companies will also be available for inspection by any shareholder in the head offices of the holding and subsidiary companies. Addresses of the Company and the subsidiary companies are given at the end of the corporate governance chapter.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to he. listed at Bombay Stock Exchange Ltd. (BSE) . The Company has paid the annual Listing fee for the financial year 2012-13 to BSE.

AUDITORS AND AUDITORS'' REPORT

The Statutory Auditors of the Company, M/e. Maharaj N. R. Suresh & Co.. Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible of Per themselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the private limited under Section 224(IB) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are 3elf explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS, FOREIGN EXCHANGE EARNTNGS AND OUTGOES:

The nature of the Company is a service Company. Therefore the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of particulars in the Board of Directors) Rules, 1988 are not applicable to the Company.

During the period under review the company has earned Foreign Exchange of Rs.3,62,340/-

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary tor a copy thereof.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed tor a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and analysis report for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section which forms, part of the annual report.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulation set out in the Listing Agreement with the Stock Exchange and have implemented all the prescribed requirements.

A Report on Corporate Governance as stipulated under clause 4 9 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A Certificate from the Auditors of the Company, M/s. Maharaj N. R. Suresh & Co., Chartered Accountants confirming the compliance of conditions of the corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this Report.

AUDIT COMMITTEE:

As per the provision of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee of the Company comprised of the three non- executive independent Directors viz.,Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Sarda. Mr. Mahesh Solanki is the Chairman of the Audit Committee.

SHAREHOLDERS''/ INVESTORS'' GRIEVANCES COMMITTEE:

As per the provision of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Shareholders''/ Investors'' Grievances Committee of the Company comprised of the three non- executive independent Directors viz.,Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Sarda and Mr. J N Khandelwal is the Chairman of the Shareholders''/ Investors'' Grievances Committee.

REMUNERATION COMMITTEE:

As per the provision of the Companies Act, 1956, the Remuneration Committee of the Company comprised of the three non- executive independent Directors viz., Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Garda and Mr. Sunil Saida la tlie Chairman of the Remuneration Committee.

ACKNOWLEDGMENTS

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government Authorities and look forward to their oont inued support. Your Directors place on record their gratitude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company. Your Directors also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.

By order of the Board

For Systematix Corporate Services Limited

Sd/-

Chandra Prakash Khandelwal

Chairman

Place: Mumbai

Date: 23/07/2012


Mar 31, 2011

The Members of Systematix Corporate Services Ltd.

Dear Members,

The Directors have Pleasure in presenting the Twenty Sixth Annual Report and Audited Accounts for the year ended 31st March, 2011.

FINANCIAL REVIEW:

(Rs. In Lacs)

Particulars Year ended 31/03/2011 Year ended 31/03/2010

Stand Consolidated Stand alone Consolidated alone

Total income 290.95 3222.56 21.98 1195.09

Total Expenditure 190.58 797.61 70.04 348.09

Profit / (Loss) before 100.37 2424.89 (48.06) 347.00 depreciation and interest

Interest 1.00 1703.05 1.53 793.12

Depreciation 7.81 12.32 5.96 6.19

Profit/ (Loss) before Tax 91.56 709.51 (55.55) 47.69

Tax/ Provision for Taxation/ 2.89 210.84 1.25 36.19 Deferred Tax

Profit/Loss after Tax 88.67 498.67 (56.80) 11.50

Paid up Equity Share Capital 1304.95 1304.95 1259.87 1259.87

Reserves & Surplus 2093.66 3333.15 1028.64 1055.20

As is evident from the above financial review, during the year, the company has earned Stand alone Income of Rs. 290.95 lacs as compared to income of Rs. 21.98 Lacs of the Previous Year and Consolidated Income of Rs. 3222.56 lacs as compared to income of Rs. 1195.09 lacs of the previous Year. The Company earned Stand alone Profit after tax during the year is Rs. 88.67 Lacs as compared to the Profit after Tax of the previous year of Rs. (56.80) and Consolidated Profit after tax during the year of Rs. 4 98.67 lacs as compared to the Profit after Tax of the Previous yftar of Rs. 11.50 Lacs.

DIVIDEND AND TRANSFER TO RESERVES

In order to conserve the resources for increasing business operations, Your Director do not recommend dtiy dividend for the year under review. No amount ic proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closed from 28rh September, 2011 to 30th September, 2011, both days inclusive. The Annual General Meeting of Uie Company will be held on 30th September, 2011.

SHARE CAPITAL AND OPTIONAL CONVERTIBLE DEBENTURE:

During the year the Company has allotted 4,43,758 nos. of Equity Shares of the face value of Rs. 10 each at Rs. 250/- share and 3,03,667 nos. of Optionally Fully Convertible Debentures (OFCDs) face value of Rs. 250/- to the shareholders of Systematix Shares & stocks (India) Limited (SSSIL) as a consideration against acquisition of 29,89,700 nos. of snares of SSSIL.

PUBLIC DEPOSIT:

During the Year under review the Company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companlfts Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits.

DIRECTORS

In accordance with the provisions of the companies Act, 1956 and Article of Association of the Company, Mr. Ramesh Raizada and Mrs. Anju Khandelwal retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer themself for re- appointment.

Information on the provision details of director seeking appointment/ re- appointment as required under clause 49 of the Listing Agreement has been given under the Notice to Shareholders under tho head "Additional Information".

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

I. That in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state vf affairs of the Company at the end of the financial year and on the profit of the Company for the year under review.

III. That the Directors have taken proper and sufficient c are for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

IV. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Analysis and discussion Report, as required under the listing Agreement with the Stock Exchanqe is enclosed at Annexure A.

SUNSIDIARY COMPANIES:

The Company as of March 31, 2011 had Four subsidiaries, viz M/s. Systematix Fincorp India Limited, M/s. Systematix Finvest Private Limited and M/s. Systematix Shares s Stocks (I) Limited the Wholly Owned Subsidiary of the Company and M/s. Systematix Commodit i es .Sfirvir.es Private Limited, wholly Owned Subsidiary of the Systematic shares and Stocks (1) Limited.

ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES:

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No.5/12/2007-CL-TTT dated February 08, 2011, issued general exemption under scction 212(8) of the Companies Act, 195G to the companies fulfillinq the conditions contained in the above circular from complying with the provisions of section 212 of the. Companies Act, able which requires holding companies to attach annual accounts and other documents of subsidiary companies to its balance sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarised financial information of each subsidiary has been included in the disclosures Lo consolidated financial Statements of the Company.

Annual Accounts of each of Company''s subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Board Department of the Company in this regard.

The annual accounts of each of the Company''s subsidiary companies will also be available for inspection by any shareholder in the head offices of the holding and subsidiary companies. Addresses of the Company and the subsidiary companies are given at the end of the corporate governance chapter.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to he. listed at Bombay Stock Exchange Ltd. (BSE) . The Company has paid the annual Listing fee for the financial year 2011-12 to DGE.

AUDITORS AND AUDITORS'' REPORT

The Statutory Auditors of the Company, M/e. Maharaj N. R. Suresh & Co.. Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible of Per themselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prcocribcd limite under Section 224(IB) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are 3elf explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS, FOREIGN EXCHANGE EARNTNGS AND OUTGOES:

The nature of the Company is a service Company. Therefore the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of particulars in the Board of Directors) Rules, 1988 are not applicable to the Company.

There was no foreign exchange earnings and outgo durinq the year under review.

PARTICULARS OF EMPLOYEES

Intormation as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary tor a copy thereof.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed tor a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 19b6.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and analysis report for the year under review, as stipulated under clause 4 9 of the listing aqreement with the stock exchanges in India, is presented in a separate section which forms, part of the annual report

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulation set out in the Listing Agreement with the Stock Exchange and have implemented all the prescribed requirements.

A Report on Corporate Governance as stipulated under clause 4 9 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A Certificate from the Auditors of the Company, M/s. Maharaj N. R. Suresh & Co., Chartered Accountants confirming the compliance of conditions of the corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this Report.

AUDIT COMMITTEE:

As per the provision of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee of the Company comprised of the three non- executive independent Directors viz.,Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Sarda. Mr. Mahesh Solanki is the Chairman of the Audit Committee.

SHAREHOLDERS''/ INVESTORS'' GRIEVANCES COMMITTEE:

As per the provision of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Shareholders''/ Investors'' Grievances Committee of the Company comprised of the three non- executive independent Directors viz.,Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Sarda and Mr. J N Khandelwal is the Chairman of the Shareholders''/ Investors'' Grievances Committee.

REMUNERATION COMMITTEE:

As per the provision of the Companies Act, 1956, the Remuneration Committee of the Company comprised of the three non- executive independent Directors viz., Mr. Mahesh Solanki, Mr. J N Khandolwal and Mr. Sunil Garda and Mr. Sunil Saida la tlie Chairman of the Remuneration Committee.

ACKNOWLEDGMENTS

Your Directors placc on record their gratitude for Llie valuable support and assistance extended to the Company by the Banks, Government Authorities and look forward to their oont inued support. Your Directors place on rccord their gratitude towards the stakeholders and clicnto of the Company for reposing their faith and confidence in the Company. Your Directors also wish to place on record their appreciation of Lhc contribution made by the Executives and staff of the Company.

By order of the Board

For Systematix Corporate Services Limited

Sd/-

Chandra Prakash Khandelwal

(Managing Director)

Place: Mumbai

Date: 18-06-2011


Mar 31, 2010

The Directors have pleasure in presenting Twenty Fifth Annual Report and Audited Accounts for the year ended 31st March 2010.

FINANCIAL REVIEW :

(Rs. in Lacs)

Particulars Year ended Year ended 31/03/2010 31/03/2009

Total Income 21.98 31.64

Total Expenditure 70.04 227.70

Profit / (Loss) before depreciation and interest (48.06) (196.06)

Interest 1.53 3.21

Depreciation 5.96 7.68

Profit/(Loss) before Tax (55.55) (206.95)

Tax/Provision for Taxation/Deferred Tax 1.25 0.35

Profit/Loss after Tax (56.80) (207.30)

Paid up Equity Share Capital 1259.87 1259.87

Reserves & Surplus 1028.64 1028.64

As is evident from the above financial review, during the year, the Company has earned Income of Rs. 21.98 Lacs as compared to income of Rs. 31.64 Lacs of the previous year. The Company is taking hard and effective steps to grab all the business opportunities and improve its performance.

DIVIDEND:

In order to conserve the resources for increasing business opera*.ons, your Directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. J.N. Khandelwal retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

Information on the details of director seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement has been given under the Notice to Shareholders under the head Additional Information.

APPOINTMENT OF MR. V.R.N.H.S. PRASAD SANKA AS COMPANY SECRETARY OF THE COMPANY:

During the year Mr. V.R.N.H.S. Prasad Sanka was appointed as Company Secretary of the Company w.e.f., 04th day of January, 2010

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March, 2010 and of the Loss of the Company for the year ended on that date.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed at Annexure A.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE). The Company has paid the annual Listing fee for the financial year 2010-11 to BSE.

AUDITORS AND AUDITORS REPORT:

The statutory auditors of the company, Maharaj N.R. Suresh & Co., Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of your company is a service company. Therefore the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the company.

There was no foreign exchange earning and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate from the Auditors of the Company, Maharaj N.R. Suresh & Co., Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this report.

AUDIT COMMITTEE:

As per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee of the company comprised of three non-executive independent Directors viz., Mr. Mahesh Solanki, Mr. J.N. Khandelwal and Mr. Sunil Sarda. Mr. Mahesh Solanki is the Chairman of the Audit Committee.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government authorities and look forward to their continued support. Your Directors.also place on record their gratitude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company.

Yours Directors also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.

By order of the Board For Systematix Corporate Services Ltd.

Sd/- Sd/-

Place- Indore Ramesh Raizada Sunil Sarda

Date: 29-05-2010 (Managing Director) (Director)

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