| 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 |