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