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Directors Report of Systematix Securities Ltd.

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 28th Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2014. The Financial Results of the company in the year under review are as under:

Financial Results and Operations:

Rs. In Lacs

Year Year ended 31/3/2014 ended 31/3/2013

Total Income 54.20 58.69

Total Expenditure 30.44 26.19

Profit/Loss before tax 23.76 32.50

Provision for Tax

Current Tax 4.28 5.96

Deferred Tax 0.00 0.00

Earlier Year Tax 0.00 0.00

Profit/Loss after tax 19.48 26.54

No. of Equity Shares 5000000 5000000

Earning per share (Rs.10/- each) 0.39 0.53 Basic & Diluted (in Rs.)

DIVIDEND

To provide more strength to the company, your Directors have not recommended any dividend for the year under review

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review.

DIRECTORS:

Shri Jagdish Rathi, Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma, existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under Section 160 of the Companies Act, 2013 for proposal for appointment of Independent Director and all other Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in Section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

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 and Managing director is not liable to retire by rotation.

DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, 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 2014; 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.

AUDITORS:

M/s. Sethiya Khandelwal & Co., Chartered Accountants, Indore 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 provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Sethiya Khandelwal & Co., as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 31st AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

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.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Shri Jagdish Rathi, Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma are independent directors of the Company.

CORPORATE GOVERNANCE:

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 clause 49 of the Listing Agreement 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 217 (2A) of the Companies Act, 1956 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

LISTING OF THE SHARES

Equity shares of the company are listed on Kolkata Stock Exchange, Bombay Stock Exchange and Madhya Pradesh Stock Exchange Limited.

ACKNOWLEDGMENT:

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 : 13.08.2014 Place: Kolkata

Sudhir Samdani Jagdish Rathi Managing Director Director DIN No. 00890642 DIN No. 01211509


Mar 31, 2011

The Directors hereby present the Twenty Fifth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

Financial Results:

Rs. In Lacs Year Year ended ended 31/3/2011 31/3/2010

Total Income 29.76 27.15

Total Expenditure 22.26 20.84

Profit before depreciation 7.50 6.31

Depreciation 0.97 0.97

Profit/Loss before tax 6.53 5.34

Provision for taxation

Income Tax (MAT) 1.98 1.28

Fringe benefit tax 0.00 0.00

Profit/Loss after tax 4.55 4.06

Paid up Equity Share Capital 500.00 500.00

DIVIDEND

To conserve the resources of profit, Your Directors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri J.C. Rathi, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re- appointment.

DIRECTOR'S RESPONSIBILITIES STATEMENT.

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

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

ii) that the Directors have 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 at the end of financial year and of the profit of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this 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.

AUDITORS

M/s Sethiya Khandelwal & Company, Chartered Accountants, Indore, retires and being eligible, offers them selves for re-appointment in forthcoming Annual General Meeting.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self- explanatory and do not call for any comments from the Directors.

DISCLOSURE OF SPECIAL PARTICULARS

As company does not have any manufacturing facilities, hence particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable. And further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the companies Act, read with the companies (particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE

A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding 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

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri J.C. Rathi, Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma.

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.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.

Place: Kolkata for and on behalf of the Board

Dated: 30.05.2011 S.K. Samdani Jagdish Rathi

Managing Director Director


Mar 31, 2010

Dear Members,

The Directors hereby present the Twenty Fourth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

Financial Results:

Rs. In Lacs

Year Year ended ended 31/3/2010 31/3/2009

Total Income 27.15 22.34

Total Expenditure 20.84 18.07

Profit before depreciation 6.31 4.27

Depreciation 0.97 0.97

Profit/Loss before tax 5.34 3.30 Provision for taxation

Income Tax 1.28 0.34

Fringe benefit tax 0.00 0.28

Profit/Loss after tax 4.06 2.68

Paid up Equity Share Capital 500 500

DIVIDEND

To conserve the resources of profit, Your Directors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

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

DIRECTORS RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's 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 departure;

ii) that the Directors have 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 at the end of financial year and of the profit of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this 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.

AUDITORS

M/s Sethiya Khandelwal & Company, Chartered Accountants, Indore, retires and being eligible, offers them selves for re-appointment in forthcoming Annual General Meeting.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self- explanatory and do not call for any comments from the Directors.

DISCLOSURE OF SPECIAL PARTICULARS

As company does not have any manufacturing facilities, hence particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable. And further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the companies Act, read with the companies (particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE

A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding 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

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri J.C. Rathi, Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the devoted services rendered by the staff members of the Company. Your Company & Directors wish to extend sincere thanks to the Banks and shareholders, officers and staff of the company for their excellent corporation and dedicated work.

for and on behalf of the Board

S.K. Samdani Jagdish Rathi Managing Director Director

Place : INDORE Dated : 31.05.2010

 
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