DIRECTORS' REPORT To the Members, Your Directors have pleasure in presenting their 29th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2015. 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 under Companies Act 2013, during the year under review. DIRECTORS: In accordance with the provision of the Companies Act, 2013, Mrs. Swati Chhaj ed, who is proposed to be appointed as Independent Director possess appropriate balance of skill, expertise and knowledge and is qualified for appointment as independent director and given declaration that they meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement In the opinion of the Board all the Independent 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 31 st March 2014; the applicable accounting standards have been followed; II) That they have selected such accounting policies and applied them consistently and made j udgments, 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 31 st 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. AUDIT COMMITTEE Under the provisions of section 177 of Companies Act, 2013 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 197 read with rule 5 of the Companies Act, 2013 read with the Companies (particulars of employees) Rule 1975. The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition. HUMAN RESOURCES DEVELOPMENT Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition. CODE OF CONDUCT The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e <http://> systematixsecurities.com EXTRACT OF ANNUAL RETURN The detail forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-A CORPORATE SOCIAL RESPONSIBILITY (CSR) In terms of section 135 and Schedule VII of the Companies Act, 2013 are not applicable to our company. So there is not constituted a CSR Committee of the Board. SECRETARIAL AUDIT Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s Anil Somani & Associates, Company Secretary in Practice, Bhilwara to conduct the Secretarial Audit of the Company for the financial year ended March 31,2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-B to this Report RELATED PARTY TRANSACTIONS Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interest of the company. Transactions with related parties entered by the company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-C The board of Director of the company has on the recommendation of the Audit Committee adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the company at www. systematixsecurities.com under investors/policy documents/Related Party Policy link. LISTING OF THE SHARES Equity shares of the company are listed on Kolkata Stock Exchange, Bombay Stock Exchange and Madhya Pradesh Stock Exchange Limited. BOARD MEETING HELD DURING THE YEAR During the year, 5 meetings of the Board of Directors were held. The dates on which board meeting were held are as follow: 29thMay,2014, 13th August,2014, 13thNovember,2014, 13th February, 2015 and 27th March, 2015 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 Sudhir Samdani Managing Director DIN No. 00890642 JagdishRathi Director DIN No. 00890642 DIN No. 01211509 Date: 29.05.2015 Place: Kolkata |