To,
The Members of
SYSTEMATIX CORPORATE SERVICES LIMITED
Your Directors have pleasure in presenting the 38th
Board's Report on the business and operations of your Company together with the
audited financia-statements for the year ended March 31, 2023.
FINANCIA-SUMMARY OF YOUR COMPANY:
Particulars |
Current Financia-Year (31.03.2023) |
Previous Financia-Year (31.03.2022) |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
Revenue from Operations |
2,753.24 |
7,252.20 |
2,990.69 |
8,933.53 |
Other Income |
57.32 |
625.20 |
75.33 |
160.10 |
Profit before Depreciation, Finance Costs, |
|
|
|
|
Exceptiona-items and Tax Expense |
717.05 |
1173.50 |
1754.56 |
3090.61 |
Less: Depreciation/ Amortisation/ Impairment |
(24.75) |
263.99 |
1.44 |
405.45 |
Profit before Finance Costs, Exceptiona-& |
|
|
|
|
Extraordinary items and Tax Expense |
741.80 |
909.51 |
1753.12 |
2685.16 |
Less: Finance Costs |
196.16 |
333.33 |
194.02 |
349.38 |
Profit before Exceptiona-& Extraordinary items |
|
|
|
|
and Tax Expense |
545.64 |
576.18 |
1,559.10 |
2,335.78 |
Add/(less): Exceptiona-items |
- |
- |
- |
- |
Add/(less): Extraordinary Items |
- |
- |
- |
- |
Profit /loss before Tax |
545.64 |
576.18 |
1,559.10 |
2,335.78 |
Less: Tax Expense |
|
|
|
|
Provision for Taxation |
138.87 |
158.03 |
329.26 |
478.77 |
Deferred Tax |
12.33 |
(86.43) |
(6.10) |
106.88 |
Income Tax related to Earlier Years |
- |
(3.63) |
- |
0.42 |
Profit for the year (1) |
394.45 |
508.21 |
1,235.94 |
1,749.71 |
Add/(less): Other Comprehensive Income (2) |
1.59 |
36.46 |
11.75 |
34.47 |
Tota-Comprehensive Income/loss Tota-(1+2) |
396.04 |
544.67 |
1,247.69 |
1,784.18 |
Balance of profit /loss for earlier years |
3,293.77 |
5234.02 |
2,046.08 |
3685.18 |
Add: Profit for during the year |
396.04 |
544.67 |
1,247.69 |
1715.24 |
Less: Transfer to Debenture Redemption Reserve |
- |
- |
- |
- |
Less: Transfer to Reserves |
- |
44.9 |
- |
(235.34) |
Less: Dividend paid on Equity Shares |
129.80 |
129.80 |
- |
- |
Less: Dividend paid on Preference Shares |
- |
- |
- |
- |
Less: Dividend Distribution Tax |
- |
- |
- |
- |
Balance carried forward |
3,560.01 |
6292.18 |
3,293.77 |
5234.02 |
EPS (Basic) |
3.04 |
3.92 |
9.52 |
13.48 |
EPS (Diluted) |
3.04 |
3.92 |
9.52 |
13.48 |
BRIEF DESCRIPTION OF YOUR COMPANY'S WORKING DURING THE YEAR /
STATE OF COMPANY'S AFFAIR:
Standalone
As is evident from the above financia-summary, during the year, your
Company has earned tota-income of ? 2,810.56 Lakh as compared to tota-income of ?
3,066.00 Lakh earned during the previous year.
Your Company has earned profit after tax during the year of ? 394.45
Lakh as compared to the profit after tax of ? 1235.95 Lakh earned during the previous
year.
Consolidated
Your Group earned tota-income of ? 7,877.40 Lakh as compared to
tota-income of ? 9093.63 Lakh earned during the previous year.
Your Group earned profit after tax during the year of ? 508.21 Lakh as
compared to the profit after tax of ? 1,749.71 Lakh earned during the previous year.
CONSOLIDATED FINANCIA-STATEMENTS
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and applicable
provisions of the Companies Act, 2013 ("the Act") read with the Rules made
thereunder (as amended from time to time), the Consolidated Financia-Statements of your
Company for the FY 2022-23 have been prepared in compliance with applicable Indian
Accounting Standards and on the basis of the Audited Financia-Statements of your Company
and its subsidiaries, as approved by the respective Board of Directors
("Board"). The Consolidated Financia-Statements together with the Auditors'
Report is forming part of the Annua-Report.
TRANSFER TO RESERVES:
The Board of Directors of your company has decided not to transfer any
amount to the reserves for the year under review.
DIVIDEND:
Considering future plans and growth, your directors have not
recommended any dividend for the year under review.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY,
ASSOCIATES AND JOINT VENTURES, DURING THE YEAR UNDER REVIEW, ARE AS UNDER:
There is no such Company which have become or ceased as a subsidiary,
associates and joint ventures, during the year under review.
Further your Company continues to be a Subsidiary Company of Systematix
Holdings Private Limited (Formerly Known as Superstar Exports Private Limited), which
holds 68.28 % of tota-paid-up share capita-of your Company.
Your Company has five Wholly Owned Subsidiary Companies and one LLP,
namely:
1. Systematix Shares and Stocks (India) Limited.
2. Systematix Fincorp India Limited.
3. Systematix Finvest Private Limited.
4. Systematix Commodities Services Private Limited.
5. Systematix Ventures Private Limited.
6. Divisha Alternative Investments LLP
Your Company does not have any associate and joint venture company.
Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules,
2014, the report on the performance and financia-position of Subsidiary Companies in Form
AOC-1 is attached herewith as Annexure I' and forms part of this Report.
The statement also provides highlights of the performance and financia-position of each of
the subsidiaries and their contribution to the overal-performance of your Company as per
Rule 8(1) the Companies (Accounts) Rules, 2014.
The Audited Financia-Statements of the said Subsidiary Companies are
available on your Company's website and shal-also be made available for inspection by
any member at the Registered Office of your Company during business hours on working days
up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of
the Audited Financia-Statements of any Subsidiary Companies, may write to your Company
Secretary of your Company.
Pursuant to the provisions of Section 136 of the Act the Audited
Standalone and Consolidated Financia-Statements of your Company along with relevant
documents are available on your Company's website.
Materia-Subsidiaries:
As required under Regulation 16(1)(c) and 46 of the Listing
Regulations, the Board has approved the Policy on Determination of Materia-Subsidiaries
("Policy"). The said Policy is available on your Company's website at https://www.systematixgroup.in/
impdocuments/Policy-determining-material-subsidiary.pdf. Accordingly Systematix Shares
and Stocks (India) Limited, Systematix Fincorp India Limited and Systematix Finvest
Private Limited was determined as Materia-Subsidiaries for Financia-Year 2022-23.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business of your Company for the
year under review.
MATERIA-CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIA-POSITION OF YOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIA-YEAR
OF YOUR COMPANY TO WHICH THE FINANCIA-STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the year under review, there are no materia-changes and
commitments, which affect the financia-position of your Company which have occurred
between the end of the financia-year to which the financia-statements relate and the date
of this Report.
ANNUA-RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annua-Return of
your Company in prescribed Form MGT-7 for the financia-year ended March 31, 2023 is
available on your Company's website at www.systematixgroup.in.
DETAILS OF SIGNIFICANT AND MATERIA-ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE:
There are no significant materia-orders passed by the Regulators /
Courts or Tribunals which would impact the going concern status of your Company and its
future operations.
DETAILS IN RESPECT OF ADEQUACY OF INTERNA-FINANCIA-CONTROLS WITH
REFERENCE TO THE FINANCIA-STATEMENTS:
Your Company has adequate systems of interna-control, to ensure that
al-assets are safeguarded and protected against loss from unauthorized use and procedures
commensurate with the size and nature of business. Your Company continuously upgrades its
systems in line with the best availability practices. These systems are supported by
periodica-reviews by the management and standard policies and guidelines to ensure that
financia-and other records are prepared accurately. During the year under review, the
Interna-Financia-Controls were operating effectively and no materia-or serious
observations were received from the Auditors of your Company for inefficiency or
inadequacy of such controls.
INTERNA-CONTROLS OVER FINANCIA-REPORTING (ICFR):
Your Company has in place adequate interna-financia-controls
commensurate with the size, scale and complexity of its operations. During the year such
controls were tested and no reportable materia-weakness in the design or operations were
observed. Your Company has policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable
financia-information.
DEPOSITS:
During the year under review, your Company has not accepted any
deposits in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit)
Rules, 2014, no amounts were outstanding which were classified as Deposits'
under the applicable provisions of Act as on the date of Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT:
The particulars of loans, guarantees and investments given/made during
the financia-year under review and governed by the provisions of Section 186 of the Act,
2013 forms part of financia-statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Act and the Listing Regulations.
Your company has formulated a policy on Related Party Transactions for the purpose of
identification and monitoring of such transactions and the same is available on your
Company's website at
https://www.systematixgroup.in/impdocuments/Policy-materiality-and-dealing-with-RPT.pdf.
The Policy intends to ensure that proper reporting, approva-and disclosure processes are
in place for al-transactions between your Company and Related Parties.
Al-related party transactions entered into during the financia-year
were in ordinary course of business and arm's length basis. There were no significant
materia-related party transactions entered into by your Company with any related party
during the financia-year under review. Thus disclosure in Form AOC-2 as per Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not
required.
Al-related party transactions were placed before the Audit Committee
for prior approval. Prior omnibus approva-of the Audit Committee is obtained for the
transactions which are repetitive in nature. The details of al-such related party
transactions entered into pursuant to the omnibus approva-of the Committee, were placed
before the Audit Committee on a quarterly basis for its review.
Further, details of related party transactions as per Indian Accounting
Standard 24 (Ind AS 24) and Schedule V of the the Listing Regulations containing
name of the related party and details of the transactions entered with such related party
are given under Note 35 forming part of the Notes to Account of the Standalone
Financia-Statements which forms part of this Annua-Report.
STATUTORY AUDITORS:
M/s. Shah & Taparia, Chartered Accountants (FRN: 109463W) were
appointed as the Statutory Auditors of your Company at Annua-Genera-Meeting (AGM) of your
Company held on September 29, 2022 for a term of five consecutive years from the
conclusion of the Annua-Genera-Meeting held on September 29, 2022 unti-the conclusion of
Annua-Genera-Meeting of your Company to be held in the year 2027.
STATUTORY AUDITORS' REPORT:
M/s. Shah & Taparia, Statutory Auditors of your Company has audited
books of account of your Company for the financia-year ended March 31, 2023 and have
issued the Auditors' Report on the Standalone and Consolidated Financia-Statements
thereon. The Auditor's Report does not contain any qualification, reservation or
adverse remark or Disclaimer.
SECRETARIA-AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Manageria-Personnel) Rules, 2014, M/s. Kothari H. &
Associates, Practising Company Secretaries were appointed as Secretaria-Auditor of your
Company to undertake the Secretaria-Audit of your Company for the year under review. The
report of Secretaria-Audit in Form No. MR-3 for the FY 2022-23 is annexed herewith as Annexure
II'. The said report does not contain any qualification, reservation or adverse
remark or disclaimer.
SECRETARIA-AUDIT OF MATERIA-UNLISTED SUBSIDIARY FOR THE YEAR ENDED
MARCH 31, 2023:
As per Regulation 24A of the Listing Regulations, the Secretaria-Audit
of the materia-subsidiaries i.e. Systematix Shares and Stocks (India) Limited, Systematix
Fincorp India Limited and Systematix Finvest Private Limited has been conducted by M/s.
Kothari H. & Associates, Practising Company Secretaries for the financia-year 2022-23.
Secretaria-Audit Reports of materia-subsidiaries for the financia-year ended March 31,
2023, are annexed herewith and marked as Annexure II (a), (b), and (c)' to
this Report . None of the said Audit Reports contain any qualification, reservation or
adverse remark or disclaimer.
INTERNA-AUDITORS</p>
Your Company had designated Mr. Pradeep Gotecha, as an Interna-Auditor
of your Company, in compliance with the provisions of Section 138 of the Act and Rules
framed thereunder.
Interna-Audit Reports are reviewed by the Audit Committee of your
Company at their meetings held during quarterly intervals. Interna-Auditor carried out his
functions as per the scope of work assigned and placed his reports at the meetings of the
Audit Committee, during quarterly intervals.
COST AUDITORS AND RECORDS:
The Centra-Government has not prescribed maintenance of cost records
for your Company under Section 148 (1) of the Act.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the
Secretaria-Auditors have not reported to the Audit Committee/ Board pursuant to Section
143 (12) of the Act, any instances of frauds committed in your Company by its officers or
employees, the details of which needs to be mentioned in this Report.
SHARE CAPITAL:
There is no change in the authorised, issued, subscribed and paid-up
share capita-of your Company during the financia-year 2022-23.
Your Company has not issued any equity shares with differentia-rights /
sweat equity shares/ employee stock options during the financia-year 2022-23.
Your Company has not bought back any of its securities during the
financia-year 2022-23.
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 the necessary steps have been taken to
conserve & preserve the energy.
Your Company has maintained a technology friendly environment for its
employees to work in. Your Company uses latest technology and equipments. However since
your 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 Act read with rule 8(2) of the Companies (Accounts) Rules, 2014, are
provided as follows:
a. Tota-foreign exchange earned |
28,864,323 |
b. Tota-foreign exchange outgo |
- |
DIRECTORS AND KEY MANAGERIA-PERSONNEL:
The Board of Directors is constituted in accordance with the provisions
of the Act and the Listing Regulations and Articles of Association of your Company. Your
Company has received relevant disclosures and declarations from the Directors and none of
them are disqualified from being appointed as Director in terms of Section 164(2) of the
Act and the Listing Regulations. The detailed composition of the Board along with the
meetings and attendance are provided in Corporate Governance Report which forms part of
the Annua-Report.
During the year under review, Mr. Chandra Prakash Khandelwa-has
resigned as Chairman and Managing Director of your Company with effect from June 21, 2022.
Further the Board at its Meeting held on August 12, 2022, appointed
Mrs. Priyanka Khandelwa-(DIN: 01878267), as an Additiona-Director of your Company and on
the recommendation of Nomination and Remuneration Committee. Further, she was appointed as
Whole Time Director for the period of 5 years w.e.f. August 12, 2022. The appointment of
Mrs. Priyanka Khandelwa-was regularized in the Annua-Genera-Meeting held on September 29,
2022.
Further, On August 12, 2022, the Board of Directors on recommendation
of Nomination and Remuneration Committee proposed to re-appoint Mr. Rakesh Mehta as
Non-Executive Independent Director for further term of five years from March 10, 2023 to
March 9, 2028. His re-appointment as Non - Executive Independent Director of your Company
was approved by the Members at Annua-Genera-Meeting held on September 29, 2022.
In accordance with the provisions of the Act and in terms of the
Articles of Association of your Company, Mrs. Priyanka Khandelwa-who is liable to retire
by rotation being eligible, has offered herself for re- appointment. The Board recommends
her re-appointment for the consideration of the members of your Company at the forthcoming
Annua-Genera-Meeting.
Further, Mrs. Spruha Deshpande resigned as Company Secretary and
Compliance Officer of your Company with effect from November 1, 2022 and Ms. Rupa-Narvekar
was appointed as Company Secretary and Compliance Officer of your Company with effect from
January 18, 2023.
Subsequent to the year under review Ms. Rupa-Narvekar resigned as
Company Secretary and Compliance Officer of your Company with effect from. Apri-21, 2023.
Mr. Divyesh Badiyani was appointed as Company Secretary and Compliance Officer of your
Company with effect from May 26, 2023.
INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY:
Your Board consists of eminent personalities with considerable
professiona-expertise and credentials in finance, law, accountancy and other related
skills and fields. Their wide experience and professiona-credentials help your Company for
strategy formulation and its implementation, thereby enabling its growth objectives.
In the opinion of the Board, the independent director appointed during
the year possesses requisite integrity, expertise, experience and proficiency.
DECLARATION BY INDEPENDENT DIRECTOR(S):
The Independent Directors of your Company have made a declaration
confirming the compliance of the conditions of the independence stipulated in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent
Directors have also confirmed that they have complied with Schedule IV of the Act and your
Company's Code of Conduct for Board Members and Senior Management. Al-Independent
Directors of your Company have registered themselves with the Indian Institute of
Corporate Affairs.
MEETINGS OF BOARD OF DIRECTORS:
The Board of Directors met 5 (Five) times during the financia-year. The
details of meeting and attendance of the Directors are provided in the Corporate
Governance Report which forms part of the Annua-Report.
The intervening gap between the Meetings was within the period
prescribed under section 173 of the Act.
MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors met 1 (One) time during the financia-year.
The details of meeting and attendance of Independent Directors are provided in the
Corporate Governance Report which forms part of the Annua-Report.
COMMITTEES OF THE BOARD OF DIRECTORS:
Your Company has four Board-leve-Committees, which have been
established in compliance with the relevant provisions of applicable laws and statutes:
1. Audit Committee
2. Nomination And Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Socia-Responsibility Committee
The composition of aforesaid Committees, number of meetings held of
each Committee, during the year, and meetings attended by each member of the Committees
are provided in Corporate Governance Report which forms part of the Annua-Report.
The recommendations of the Committees, as and when made to the Board,
have been accepted by the Board.
FORMA-ANNUA-EVALUATION OF DIRECTORS, COMMITTEES & BOARD:
The Board has approved the policy for evaluating the performance of
Board, its committees and individua-Directors in compliances with the provision of Section
178 read with Schedule IV of the Act and the Listing Regulations. In accordance with the
evaluation criteria approved, the Nomination and Remuneration Committee have carried out
the annua-performance evaluation of the Board as a whole, its committees and
individua-Directors.
The Independent Directors carried out the annua-performance evaluation
of the Chairman, Non-Independent Directors and the Board as a whole.
A structured questionnaire covering various aspects of the Board's
functioning was circulated to the Directors. The criteria for evaluation of Independent
Directors included attendance at the meetings, inter persona-skills, independent
judgement, knowledge, compliance framework, etc.
The feedback and results of the questionnaire were collated and
consolidated report was shared with the Nomination and Remuneration Committee and the
Board for improvements of its effectiveness. The Directors expressed their satisfaction
with the evaluation process.
PREVENTION, PROHIBITION AND REDRESSA-OF SEXUA-HARASSMENT AT WORKPLACE:
Your Company has in place a Policy for prevention of Sexua-Harassment
at the Workplace in line with the requirements of the Sexua-Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Your Company is committed
to provide a safe and conducive work environment to its employees.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexua-Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
In accordance with the introduction of Companies (Accounts) Amendment
Rules, 2018 dated 31st July, 2018, your Directors would further like to inform that your
Company has duly constituted Interna-Complaints Committee as required under the
Sexua-Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
RISK MANAGEMENT:
Your Company recognizes that risk is an integra-part of business and is
committed to managing the risks in a proactive and efficient manner. Your Company
periodically assesses risks in the interna-and externa-environment, along with the cost of
treating risks and incorporates risk treatment plans in strategy, business and
operationa-plans. Some of the risks which may pose challenges are set out in Management
Discussions and Analysis Report which forms part of this report.
CORPORATE SOCIA-RESPONSIBILITY:
Your Company recognizes its responsibility towards society and focusing
on sustainable business practices encompassing economic, environmenta-and
socia-imperatives that not only cover business, but also the communities around us.
Further your Company has voluntarily constituted a Corporate
Socia-Responsibility ("CSR") Committee. The composition and terms of reference
of the CSR Committee is provided in the Report on Corporate Governance forming part of the
Annua-Report.
In terms of Section 135 of the Act read with Companies (Corporate
Socia-Responsibility Policy) Rules, 2014, your Company has also formulated a CSR Policy
which is available on your Company's website at www.systematixgroup.in/impdocuments/
CSR-Policy.pdf
The Annua-Report on CSR activities of your Company has been appended as
Annexure III to this Report.
MANAGERIA-REMUNERATION:
The particulars of employees required pursuant to Section 197 of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Manageria-Personnel) Rules, 2014 form part of this Report and are annexed as Annexure
IV. In accordance with the provisions of Section 136 of the Act, the Board's
Report and the financia-statements for the financia-year ended March 31, 2023 are being
sent to the members and others entitled thereto, excluding the details to be furnished
under Rule 5(2) of the Companies (Appointment and Remuneration of Manageria-Personnel)
Rules, 2014 which are available for inspection by the members at the Registered Office of
your Company during business hours on al-working days up to the date of the ensuing
Annua-Genera-Meeting. If any member desires to have a copy of the same, he may write to
the Company Secretary in this regard.
POLICY ON DIRECTORS', KEY MANAGERIA-PERSONNE-AND SENIOR MANAGEMENT
PERSONNE-APPOINTMENT AND REMUNERATION
The Board, on the recommendation of the Nomination and Remuneration
Committee, has framed the policy for selection and appointment of Directors including
determining qualifications and independence of a Director, Key
Manageria-Personne-("KMP"), Senior Management Personne-and their remuneration as
part of its charter and other matters provided under Section 178(3) of the Act and the
Listing Regulations.
Pursuant to Section 134(3)(e) of the Act, the Nomination and
Remuneration policy of your Company which lays down the criteria for determining
qualifications, competencies, positive attributes and independence for appointment of
Directors and relating to remuneration of Directors, KMP and other employees is available
on your Company's website at www.systematixgroup.in/impdocuments/Policy-nomination-remuneration.pdf
The Nomination and Remuneration Policy of your Company is attached
herewith as Annexure V'
VIGI-MECHANISM/ WHISTLE BLOWER MECHANISM
Pursuant to the provisions of Section 177(9) of the Act read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the
Listing Regulations, your Company has framed Vigi-Mechanism/ Whistle Blower Policy
("Policy") to enable directors and employees to report genuine concerns or
grievances, significant deviations from key management policies and report any
non-compliance and wrong practices, e.g., unethica-behavior, fraud, violation of law,
inappropriate behavior/ conduct etc.
The functioning of the Vigi-Mechanism is reviewed by the Audit
Committee from time to time. None of the Directors or employees have been denied access to
the Audit Committee of the Board. The objective of this mechanism is to maintain a
redressa-system which can process al-complaints concerning questionable accounting
practices, interna-controls, or fraudulent reporting of financia-information.
The Policy framed by your Company is in compliance with the
requirements of the Act & Listing Regulations and is available on your Company's
website at www.systematixgroup.in/impdocuments/Policy-vigil-mechanism-whistleblower.pdf.
CORPORATE GOVERNANCE REPORT:
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirements set out by
Securities and Exchange Board of India.
A detailed Report on Corporate Governance in terms of Schedule V of the
Listing Regulations for FY 2022-23 together with a Certificate from M/s. Kothari H. &
Associates, Practising Company Secretaries of your Company confirming compliance with
conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to
the Listing Regulations, is forming part of the Annua-Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 read with Schedule V of the
Listing Regulations, the Management's Discussion and Analysis Report is set out as an
addition to this Board Report.
CODE OF CONDUCT:
Pursuant to Regulation 26(3) of the Listing Regulations, al-the
Directors & Senior Management of your Company have affirmed compliance with the Code
of Conduct of your Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3) (c) of the Act, with
respect to Directors' Responsibility Statement, it is hereby confirmed;
a) That in the preparation of the annua-financia-statements for year
ended March 31, 2023, the applicable accounting standards had been followed along with
proper explanation relating to materia-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 your company as at March 31, 2023
and of the profit of your 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 Act for
safeguarding the assets of your company and for preventing and detecting fraud and other
irregularities;
d) That the annua-financia-statements have been prepared on a going
concern basis;
e) That the proper interna-financia-controls were in place and that
such interna-financia-controls were adequate and were operating effectively; and f) Those
systems to ensure compliance with the provisions of al-applicable laws was in place and
was adequate and were operating effectively.
COMPLIANCE WITH SECRETARIA-STANDARD:
Your Company has complied with the applicable Secretaria-Standards,
i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors' and
Genera-Meetings' respectively.
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings, either filed by your Company or filed against
your Company, pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) before
Nationa-Company Law Tribuna-or other courts during the year 2023.
DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND
VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIA-INSTITUTIONS:
The disclosure under this clause is not applicable as there was no
instance of one-time settlement with any bank or financia-institutions.
ACKNOWLEDGEMENTS:
Your Directors gratefully acknowledge the excellent support received
from al-stakeholders of your Company viz. clients, members, dealers, vendors, banks and
other business partners during the year. The Directors place on record their sincere
appreciation to al-employees of your Company for their unstinted commitment and continued
contribution to your Company.
For and on behalf of the Board of Directors |
Nikhi-Khandelwal |
Chairman & Managing Director |
DIN: 00016387 |
Date : 09/08/2023 |
Place : Mumbai |
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