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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Systematix Corporate Services Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 40th Board''s Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2025.

FINANCIAL SUMMARY OF YOUR COMPANY: ('' in Lakh except EPS)
Particulars	Current Financial Year (31.03.2025)		Previous Financial Year (31.03.2024)
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	6,819.62	13,938.70	5,575.78	13,965.42
Other Income	58.14	2,948.09	11.99	888.31
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	3718.44	6444.37	3264.68	7274.18
Less: Depreciation/ Amortisation/ Impairment	237.15	317.94	74.84	192.49
Profit before Finance Costs, Exceptional & Extraordinary items and Tax Expense	3481.29	6126.43	3189.84	7081.69
Less: Finance Costs	282.27	417.28	229.16	309.00
Profit before Exceptional & Extraordinary items and Tax Expense	3199.02	5709.15	2960.68	6,772.69
Add/(less): Exceptional items	-	-	-	-
Add/(less): Extraordinary Items	-	-	-	-
Profit /loss before Tax	3199.02	5709.15	2960.68	6,772.69
Less: Tax Expense Provision for Taxation Deferred Tax Income Tax related to Earlier Years	829.30 (6.14) 12.36	1601.16 (509.60) 41.46	765.10 1.17 2.22	1,045.05 373.77 19.24
Profit for the year (1)	2363.50	4576.13	2192.20	5,334.63
Add/(less): Other Comprehensive Income (2)	(2.51)	(5.60)	(3.33)	(13.36)
Total Comprehensive Income/loss Total (1 2)	2360.99	4570.53	2188.87	5321.27
Balance of profit /loss for earlier years	5,748.85	10,904.79	3,559.98	6,292.97
Add: Profit for during the year	2360.99	4,570.53	2188.87	5,321.27
Less: Transfer to Reserves	-	169.95	-	709.45
Less: Dividend paid on Equity Shares	129.80	129.80	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	7,980.04	15,175.56	5,748.85	10,904.79
EPS (Basic)	1.79	3.46	1.69	4.11
EPS (Diluted)	1.79	3.46	1.69	4.11
Note: Previous Financial Year figures have been regrouped/re-arranged wherever necessary.

BRIEF DESCRIPTION OF YOUR COMPANY''S WORKING DURING THE YEAR / STATE OF COMPANY''S AFFAIR:

Standalone

As is evident from the above financial summary, during the year, your Company has earned total income of '' 6877.76 Lakh as compared to total income of '' 5587.77 earned during the previous year.

Your Company has earned profit after tax during the year of '' 2363.50 Lakh as compared to the profit after tax of '' 2192.20 Lakh earned during the previous year.

Consolidated

Your Group earned total income of '' 16886.79 Lakh as compared to total income of '' 14853.73 Lakh earned during the previous year.

Investments Re-defined

Your Group earned profit after tax during the year of '' 4576.13 Lakh as compared to the profit after tax of '' 5,334.63 Lakh earned during the previous year.

These numbers reflect our adeptness at navigating the market dynamics and capitalising on strategic opportunities to enhance shareholder value. The financial performance is reflective of our continued focus on our commitment to sustainable growth amid fluctuating economic conditions.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 (âthe Actâ) read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of your Company for the FY 2024-25 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited Financial Statements of your Company and its subsidiaries, as approved by the respective Board of Directors (âBoardâ). The Consolidated Financial Statements together with the Auditorsâ Report is forming part of the Annual 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:

During the past financial year, the Company has actively rewarded its shareholders declaring and disbursing a final dividend of '' 1/- per share for the financial year 2023-24. The Board at its meeting held on May 16, 2025, recommended a final dividend of '' 0.10/- per Equity Share (10% of the face value) of '' 1/- each for the financial year 2024-25, subject to the approval of Members at the forthcoming Annual General Meeting (AGM).

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 has become or ceased as a subsidiary, associates and joint ventures, during the year under review. However, your Company has acquired a 80% stake in Urban Affordable Housing LLP â the LLPâ on May 23, 2025 by making capital contribution of '' 1,60,000/-. Accordingly, Urban Affordable Housing LLP has become Subsidiary LLP of your Company. Urban Affordable Housing LLP is incorporated with an object to carry business of real estate & financial services. Also the LLP is proposed to act as sponsor of Alternative Investment Funds subject to necessary approvals.

Further, the name of one of the Wholly-Owned Subsidiary of your Company was changed from âSystematix Ventures Private Limitedâ to âSystematix Wealth & Asset Management Private Limitedâ w.e.f. January 22, 2025. Further the name was changed from âSystematix Wealth & Asset Management Private Limited (Formerly Known as Systematix Ventures Private Limited)â to âSystematix Wealth & Asset Services Private Limitedâ w.e.f April 11, 2025.

Further your Company continues to be a Subsidiary Company of M/s. Systematix Holdings Private Limited, which holds 64.91 % of total paid-up share capital of your Company.

Your Company has five Wholly Owned Subsidiary Companies and one Subsidiary LLP as on March 31, 2025, namely:

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, a separate statement containing the salient features of the financial statement of subsidiaries in Form AOC-1 is attached herewith as âAnnexure Iâ and forms part of this Report. The statement also provides highlights of the performance and financial position of each of the subsidiaries and their contribution to the overall performance of your Company as per Rule 8(1) the Companies (Accounts) Rules, 2014.

The Audited Financial Statements of the said Subsidiary Companies are available on your Company''s website and shall 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 Financial Statements of any Subsidiary Companies, may write to Company Secretary of your Company.

Pursuant to the provisions of Section 136 of the Act the Audited Standalone and Consolidated Financial Statements of your Company along with relevant documents are available on your Company''s website.

Material Subsidiaries:

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board has approved the Policy on Determination of Material Subsidiaries (âPolicyâ). The said Policy is available on your Company''s website at https://www.systematixgroup.in/ cms/ResearchReport/Policy%20for%20Determining%20Material%20Subsidiary.pdf. Accordingly M/s. Systematix Shares and Stocks (India) Limited, M/s. Systematix Fincorp India Limited and M/s. Systematix Finvest Private Limited were determined as Material Subsidiaries for Financial Year 2024-25.

MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF YOUR COMPANY:

Effective from March 6, 2024, books of accounts, records, documents are kept at 303 & 304, 3rd Floor, Hallmark Business Plaza, Sant Dyaneshwar Marg, Near Gurunanak Hospital, Bandra (East), Mumbai - 400051.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of your Company for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF YOUR COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under review, there are no material changes and commitments, which affect the financial position of your Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. However, your Company has acquired a 80% stake in Urban Affordable Housing LLP â the LLPâ on May 23, 2025 by making capital contribution of '' 1,60,000/-. Accordingly, Urban Affordable Housing LLP has become Subsidiary LLP of your Company. Urban Affordable Housing LLP is incorporated with an object to carry business of real estate & financial services. Also the LLP is proposed to act as sponsor of Alternative Investment Funds subject to necessary approvals.

ANNUAL 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 Annual Return of your Company in prescribed Form MGT-7 for the financial year ended March 31, 2025 is available on your Company''s website at https://www.systematixgroup.in/. Stakeholders are invited to review the document at your Company''s Investor Relations page. This initiative is part of our ongoing commitment to ensure transparency and ease of access to our corporate disclosures.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant material 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 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company has adequate systems of internal control, to ensure that all 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 periodical reviews by the management and standard policies and guidelines to ensure that financial and other records are prepared accurately. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observations were received from the Auditors of your Company for inefficiency or inadequacy of such controls.

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material 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 financial 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 âDeposits'' 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 financial year under review and governed by the provisions of Section 186 of the Act, 2013 forms part of financial 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/cms/ResearchReport/Policy%20on%20materiality%20of%20RPT%20 and%20Dealing%20with%20RPT.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

All related party transactions entered into during the financial year were in ordinary course of business and arm''s length basis. There were no significant material related party transactions entered into by your Company with any related party during the financial 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.

All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. The details of all such related party transactions entered into pursuant to the omnibus approval 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 Listing Regulations containing name of the related party and details of the transactions entered with such related party are given under Note 34 forming part of the Notes to Account of the Standalone Financial Statements which forms part of this Annual Report.

STATUTORY AUDITORS:

M/s. Shah & Taparia, Chartered Accountants (FRN: 109463W) were appointed as the Statutory Auditors of your Company at Annual General Meeting (AGM) of your Company held on September 29, 2022 for a term of five consecutive years from the conclusion of the Annual General Meeting held on September 29, 2022 until the conclusion of Annual General 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 financial year ended March 31, 2025 and have issued the Auditors'' Report on the Standalone and Consolidated Financial Statements thereon. The Auditor''s Report does not contain any qualification, reservation or adverse remark or Disclaimer.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Kothari H. & Associates, Practising Company Secretaries were appointed as Secretarial Auditors of your Company to undertake the Secretarial Audit of your Company for the year under review. The report of Secretarial Audit in Form No. MR-3 for the FY 2024-25 is annexed herewith as Annexure II''. The said report does not contain any qualification, reservation or adverse remark or disclaimer.

Further, the Secretarial Compliance Report for the year ended March 31, 2025 issued by the Practicing Company Secretary pursuant to Regulation 24A of the Listing Regulations, has been filed with BSE Limited and a copy of the same is available on the Company''s website www.systematixgroup.in/.

Further, pursuant to Regulation 24A of the Listing Regulations, and on the basis of the recommendation of the Audit Committee & Board of Directors, it is proposed to appoint Mrs. Sonam Jain, Practising Company Secretary as the Secretarial Auditor of the Company for consecutive 5 years i.e. from financial year FY 2025-26 to FY 2029-30, subject to the approval of the members.

The Company has received a consent and certificate from Mrs. Sonam Jain, Practising Company Secretary that they are eligible to be appointed as Secretarial Auditor of the Company and are not disqualified for being so appointed.

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY FOR THE YEAR ENDED MARCH 31, 2025:

As per Regulation 24A of the Listing Regulations, the Secretarial Audit of the material subsidiaries i.e. M/s. Systematix Shares and Stocks (India) Limited, M/s. Systematix Fincorp India Limited and M/s. Systematix Finvest Private Limited has been conducted by M/s. Kothari H. & Associates, Practising Company Secretaries for the financial year 2024-25. Secretarial Audit Reports of material subsidiaries for the financial year ended March 31, 2025, 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.

INTERNAL AUDITORS:

Your Company had designated Mr. Pradeep Gotecha, as an Internal Auditor of your Company, in compliance with the provisions of Section 138 of the Act and Rules framed thereunder.

Internal Audit Reports are reviewed by the Audit Committee of your Company at their meetings held during quarterly intervals. Internal 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. The internal audit reports does not contain any qualification, reservation or adverse remark or disclaimer.

COST AUDITORS AND RECORDS:

The Central 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, the Secretarial Auditors and the Internal Auditor 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:

During the year under review, following changes were made in the Share Capital of the Company.

Sub-division/Split of Equity Shares :

Pursuant to the member''s approval received in the Annual General Meeting held on September 26, 2024 for sub-division/ split, the Board of Directors of your Company had fixed November 05, 2024 as the Record Date for the purpose of sub-division/split of 1 (One) equity share of the Company having face value of '' 10/- (Ten) each into 10 (Ten) equity shares having face value of '' 1/- (One) each. Accordingly, with effect from November 05, 2024 the revised face value is '' 1/- per share and the new ISIN with effect from November 05, 2024 is lNE356B01024.

Further, pursuant to the aforesaid sub-division/split the revised authorized share capital of the Company is Rs. 50,00,00,000/-(Rupees Fifty Crore) divided into 20,00,00,000/- (Twenty Crore) Equity Shares of '' 1/- each (Rupee One) and 3,00,00,000/-(Three Crore) Preference Shares of '' 10/- (Rupees Ten) each and the revised paid-up share capital of the Company is ''12,98,02,580/- (Rupees Twelve Crore Ninety Eight Lakhs Two Thousand Five Hundred and Eighty) divided into 12,98,02,580 (Twelve Crore Ninety Eight Lakhs Two Thousand Five Hundred and Eighty) Equity Shares of '' 1/- (Rupee One) each.

Preferential Issue:

On November 14, 2024 your Company had allotted 67,35,430 Equity Shares of face value of '' 1/- each fully paid-up to Non-Promoters, on a preferential basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018), and other applicable laws, at a price of '' 153.10/- (Rupees One Hundred Fifty-Three and Ten paise) per Equity Share (including Premium of '' 152.10/-) amounting to '' 103,11,94,333/-(Rupees One Hundred Three Crore Eleven Lakh Ninety Four Thousand Three Hundred and Thirty Three Only).

Further pursuant to the aforesaid preferential issue the revised paid-up share capital of the Company is Rs. 13,65,38,010/-(Rupees Thirteen Crore Sixty Five Lakhs Thirty Eight Thousand and Ten) divided into 13,65,38,010 (Thirteen Crore Sixty Five Lakhs Thirty Eight Thousand and Ten) Equity Shares of '' 1/- (Rupee One) each.

Your Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options during the financial year 2024-25.

Your Company has not bought back any of its securities during the financial year 2024-25.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) ENERGY CONSERVATION & TECHNOLOGY ABSORPTION:

Your company, along with its subsidiaries, primarily offers financial services-a sector not traditionally associated with high energy consumption. Despite this, we continuously explore avenues to reduce our operational carbon footprint, although the direct impact remains minimal due to the nature of our business activities.

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:

		(in ''
a.	Total foreign exchange earned	16,44,42,568
b.	Total foreign exchange outgo	15,63,601

DIRECTORS AND KEY MANAGERIAL 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 Annual Report.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on August 09, 2024, appointed Mr. Ganesh Ramanathan (DIN: 00016260) as an Additional Non-Executive Independent Director of your Company. The appointment of Mr. Ganesh Ramanathan (DIN: 00016260) was regularized in the Annual General Meeting held on September 26, 2024.

Further, Mrs. Anju Khandelwal, Director of your Company who retired by rotation, was re-appointed at the Annual General Meeting held on September 26, 2024.

Further, Mr. Sanjay Lalchand Khandelwal (DIN: 01592134), completed his second and final term of 10 years as a NonExecutive Independent Director of your Company and consequently ceased to be a Director with effect from September 29, 2024.

In accordance with the provisions of the Act and in terms of the Articles of Association of your Company, Mrs. Priyanka Khandelwal 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 Annual General Meeting.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY:

The Board epitomizes a blend of professionalism, knowledge, and experience, contributing significantly to the strategic direction of the Company. Our Independent Directors are Particularsly noted for their professional integrity, as well as their extensive expertise and experience, which are invaluable to our leadership framework.

The Board is proactive in providing strategic guidance and fulfills its fiduciary responsibilities with a steadfast commitment to safeguarding the interests of the Company and its stakeholders.

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. All 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 financial year. The details of the meeting and attendance of the Directors are provided in the Corporate Governance Report which forms part of the Annual 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 financial year. The details of the meeting and attendance of Independent Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS:

Your Company has now three Board-level 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

The composition of aforesaid Committees, terms of reference, 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 Annual Report.

The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

Additionally, to streamline the management of day-to-day administrative and routine matters, the Board has established various management-level committees. These committees are composed of Directors from your Company, enabling efficient decision-making and operational agility.

FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD:

The Board has approved the policy for evaluating the performance of Board, its committees and individual Directors in compliance 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 annual performance evaluation of the Board as a whole, its committees and individual Directors.

The Independent Directors carried out the annual 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 including attendance at the meetings, inter personal 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 REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual 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.

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 Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further, details as required under Rule 8 of Companies (Accounts), Rules, 2014 are as follows:

Number of complaints of sexual harassment received in the year;	NIL
Number of complaints disposed off during the year;	NIL
Number of cases pending for more than ninety days.	NIL

MATERNITY BENEFIT ACT, 1961:

Your Directors confirms that your Company has complied with the provisions of the Maternity Benefit Act, 1961. Your Company is committed to supporting female employees during pregnancy, childbirth, and thereafter, and strive to maintain a workplace that is conducive to their well-being and career growth.

NUMBER OF EMPLOYEES

There were 39 employees as on March 31, 2025 out of which 24 were male employees & 16 female employees.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in strategy, business and operational 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 SOCIAL RESPONSIBILITY (âCSRâ):

Your Company recognizes its responsibility towards society and focusing on sustainable business practices encompassing economic, environmental and social imperatives that not only cover business, but also the communities around us.

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has also formulated a CSR Policy which is available on your Company''s website at https://www.systematixgroup.in/ impdocuments/CSR-Policy.pdf

Our approach to CSR goes beyond mere financial contributions; as experts in the financial sector, we are committed to Leveraging our core competencies and expertise to make a significant social impact. This commitment is detailed in the Annual Report on CSR activities, which is annexed to this report as Annexure - III.

MANAGERIAL 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 Managerial 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 financial statements for the financial year ended March 31, 2025 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 Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing Annual General 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 MANAGERIAL PERSONNEL''S AND SENIOR MANAGEMENT PERSONNEL''S 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 Managerial Personnel (âKMPâ), Senior Management Personnel 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, Senior Management Personnel and other employees is available on your Company''s website at https://www.systematixgroup.in/cms/ResearchReport/Nomination%20and%20Remuneration%20 Policy.pdf

The Nomination and Remuneration Policy of your Company is attached herewith as âAnnexure V''

VIGIL 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 Vigil Mechanism/ Whistle Blower Policy (âPolicyâ) 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., unethical behavior, fraud, violation of law, inappropriate behavior/ conduct etc.

The functioning of the Vigil 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 redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial 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 https://www.systematixgroup.in/cms/ResearchReport/Policy-vigil-mechanism-whistleblower. pdf

CORPORATE GOVERNANCE REPORT:

Effective corporate governance is the cornerstone of sustainable and successful businesses. Our Company is deeply committed to upholding the highest standards of governance, which guide our strategic decisions and daily operations. This commitment ensures financial responsibility, ethical conduct, and fairness to all stakeholders (including employees, customers, investors, regulators, suppliers, and society at large).

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY 2024-25 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 Annual 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. This analysis is integral to understanding the context of our financial results and the strategic initiatives undertaken by the Company during the financial year 2024-25.

CODE OF CONDUCT:

Pursuant to Regulation 26(3) of the Listing Regulations, all 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 annual financial statements for year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material 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, 2025 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 annual financial statements have been prepared on a going concern basis;

e) That the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f) Those systems to ensure compliance with the provisions of all applicable laws was in place and was adequate and were operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARD:

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not carrying any fund which is required to be transferred to Investor Education and Protection Fund. 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 National Company Law Tribunal or other courts during the year 2025.

DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS:

The disclosure under this clause is not applicable as there was no instance of one-time settlement with any bank or financial institutions.

During the year under review, the trading of securities was not suspended.

The Company, during the year under review, has not issued any debt instruments or has not taken fixed deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained.

ACKNOWLEDGEMENTS:

The Board of Directors extends its sincere gratitude to the Securities and Exchange Board of India, BSE Limited, and the Ministry of Corporate Affairs, along with other government and regulatory authorities, for their continued support throughout the year. We also deeply appreciate the trust and confidence placed in us by our clients and stakeholders, which is essential to our success.

Further, the Board acknowledges with great appreciation the efforts and dedication of all our employees across the Company and its subsidiaries. Their commitment has been crucial in driving profitable growth during the fiscal year under review

Mar 31, 2024

Your Directors have pleasure in presenting the 39^th Board''s Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2024.

FINANCIAL SUMMARY OF YOUR COMPANY:

('' in Lakh except EPS)
Particulars	Current Financial Year (31.03.2024)		Previous Financial Year (31.03.2023)
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	5574.89	13965.43	2,753.24	7,252.20
Other Income	11.99	888.31	57.32	625.20
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	3263.77	7274.19	717.05	1173.51
Less: Depreciation/ Amortisation/ Impairment	73.94	192.49	(24.75)	263.99
Profit before Finance Costs, Exceptional & Extraordinary items and Tax Expense	3189.83	7081.70	741.80	909.52
Less: Finance Costs	229.16	309.00	196.16	333.33
Profit before Exceptional & Extraordinary items and Tax Expense	2960.67	6772.70	545.64	576.19
Add/(less): Exceptional items	-	-	-	-
Add/(less): Extraordinary Items	-	-	-	-
Profit /loss before Tax	2960.67	6772.70	545.64	576.19
Less: Tax Expense Provision for Taxation Deferred Tax Income Tax related to Earlier Years	765.10 1.17 2.21	1045.05 373.77 19.25	138.87 12.32	158.03 (86.43) (3.64)
Profit for the year (1)	2192.19	5334.63	394.45	508.23
Add/(less): Other Comprehensive Income (2)	(3.33)	(13.36)	1.59	36.46
Total Comprehensive Income/loss Total (1 2)	2188.86	5321.27	396.04	544.69
Balance of profit /loss for earlier years	3,560.02	6292.14	3,293.78	5234.03
Add: Profit for during the year	2188.86	5321.27	396.04	544.69
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	(0.04)	(708.61)	(129.80)	513.42
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	5748.84	10904.80	3,560.02	6292.14
EPS (Basic)	16.89	41.10	3.04	3.92
EPS(Diluted)	16.89	41.10	3.04	3.92

BRIEF DESCRIPTION OF YOUR COMPANY''S WORKING DURING THE YEAR / STATE OF COMPANY''S AFFAIR:Standalone

As is evident from the above financial summary, during the year, your Company has earned total income of '' 5586.88 Lakh as compared to total income of ''2,810.56 earned during the previous year.

Your Company has earned profit after tax during the year of '' 2192.19 Lakh as compared to the profit after tax of '' 394.45 Lakh earned during the previous year.

Consolidated

Your Group earned total income of '' 14853.74 Lakh as compared to total income of '' 7877.40 Lakh earned during the previous year.

Your Group earned profit after tax during the year of '' 5334.63 Lakh as compared to the profit after tax of '' 508.23 Lakh earned during the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 (âthe Actâ) read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of your Company for the FY 2023-24 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited Financial Statements of your Company and its subsidiaries, as approved by the respective Board of Directors (âBoardâ). The Consolidated Financial Statements together with the Auditors'' Report is forming part of the Annual 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:

The Board at its meeting held on August 09, 2024, recommended a final dividend of '' 1/- per Equity Share (10% of the face value) of '' 10/- each, subject to the approval of Members at the forthcoming Annual General Meeting (AGM).

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 has 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 M/s. Systematix Holdings Private Limited, which holds 68.28 % of total paid-up share capital of your Company.

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 financial position of Subsidiary Companies in Form AOC-1 is attached herewith as âAnnexure I'' and forms part of this Report. The statement also provides highlights of the performance and financial position of each of the subsidiaries and their contribution to the overall performance of your Company as per Rule 8(1) the Companies (Accounts) Rules, 2014.

Material Subsidiaries:

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board has approved the Policy on Determination of Material Subsidiaries (âPolicyâ). The said Policy is available on your Company''s website at https://www.systematixgroup.in/ impdocuments/Policy-determining-material-subsidiary.pdf. Accordingly M/s. Systematix Shares and Stocks (India) Limited, M/s. Systematix Fincorp India Limited and M/s. Systematix Finvest Private Limited were determined as Material Subsidiaries for Financial Year 2023-24.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of your Company for the year under review.

MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF YOUR COMPANY:

The Board of your Company has approved the change in place of keeping books of accounts, records, documents to Unit No. 303 & 304, 3rd Floor, Hallmark Business Plaza, Sant Dyaneshwar Marg, Near Gurunanak Hospital, Bandra (East), Mumbai -400051, with effect from March 06, 2024.

ANNUAL RETURN

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant material 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 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):

DEPOSITS:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Act, 2013 forms part of financial 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, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

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 36 forming part of the Notes to Account of the Standalone Financial Statements which forms part of this Annual Report.

STATUTORY AUDITORS:

STATUTORY AUDITORS'' REPORT:

M/s. Shah & Taparia, Statutory Auditors of your Company has audited books of account of your Company for the financial year ended March 31, 2024 and have issued the Auditors'' Report on the Standalone and Consolidated Financial Statements thereon. The Auditor''s Report does not contain any qualification, reservation or adverse remark or Disclaimer.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Kothari H. & Associates, Practising Company Secretaries were appointed as Secretarial Auditor of your Company to undertake the Secretarial Audit of your Company for the year under review. The report of Secretarial Audit in Form No. MR-3 for the FY 2023-24 is annexed herewith as Annexure II''. The said report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY FOR THE YEAR ENDED MARCH 31, 2024:

Reports of material subsidiaries for the financial year ended March 31, 2024, 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.

INTERNAL AUDITORS

Your Company had designated Mr. Pradeep Gotecha, as an Internal Auditor of your Company, in compliance with the provisions of Section 138 of the Act and Rules framed thereunder.

COST AUDITORS AND RECORDS:

The Central 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 Secretarial 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 capital of your Company during the financial year 2023-24.

Your Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options during the financial year 2023-24.

Your Company has not bought back any of its securities during the financial year 2023-24.

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.

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:

(in ''
a.	Total foreign exchange earned	4,15,01,083
b.	Total foreign exchange outgo	-

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Ms. Rupal Narvekar resigned as Company Secretary and Compliance Officer of your Company with effect from April 21, 2023. Mr. Divyesh Badiyani was appointed as Company Secretary and Compliance Officer of your Company with effect from May 26, 2023.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board, by way of a circular resolution dated August 29, 2023, appointed Mr.Sampath Kumar Kangeyam Venkatakrishnan (DIN: 10295069) as an Additional Non-Executive Independent Director of your Company. The appointment of Mr. Sampath Kumar Kangeyam Venkatakrishnan (DIN: 10295069) was regularized in the Annual General Meeting held on September 27, 2023.

Further, Mrs. Priyanka Khandelwal, Director of your Company who retired by rotation, was re-appointed at the Annual General Meeting held on September 27, 2023.

Further, Mr. Shriram Surajmal Khandelwal (DIN: 06729564), completed his second and final term of 10 years as a NonExecutive Independent Director of your Company and consequently ceased to be a Director with effect from March 31, 2024.

In accordance with the provisions of the Act and in terms of the Articles of Association of your Company, Mrs. Anju Khandelwal who is liable to retire by rotation being eligible, has offered herself for re- appointment. The Board recommends her reappointment for the consideration of the members of your Company at the forthcoming Annual General Meeting.

INTEGRITY; EXPERTISE, EXPERIENCE AND PROFICIENCY:

Your Board consists of eminent personalities with considerable professional expertise and credentials in finance, law, accountancy and other related skills and fields. Their wide experience and professional 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):

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 4 (Four) times during the financial year. The details of the meeting and attendance of the Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

The intervening gap between the Meetings was within the period prescribed under section 173 of the Act.

MEETING OF INDEPENDENT DIRECTORS:

COMMITTEES OF THE BOARD OF DIRECTORS:

Your Company has now three Board-level 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

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 Annual Report.

The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

Further, pursuant to Section 135 (9) of the Companies Act, 2013, where the amount to be spent by a Company towards Corporate Social Responsibility (âCSRâ) does not exceed fifty lakh rupees, the requirement for constitution of the CSR Committee shall not be applicable and the functions of such Committee, be discharged by the Board of Directors of Company. Accordingly, amount to be spent by your Company in the FY 2023-2024 being less than fifty lakh rupees, the Board of your Company in its meeting held on January 23, 2024 dissolved the CSR Committee.

FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD:

The Independent Directors carried out the annual 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 personal skills, independent judgement, knowledge, compliance framework, etc.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT:

CORPORATE SOCIAL RESPONSIBILITY (âCSRâ):

Pursuant to Section 135 (9) of the Companies Act, 2013, where the amount to be spent by a Company towards Corporate Social Responsibility (âCSRâ) does not exceed fifty lakh rupees, the requirement for constitution of the CSR Committee shall not be applicable and the functions of such Committee, be discharged by the Board of Directors of Company. Accordingly, amount to be spent by your Company in the FY 2023-2024 being less than fifty lakh rupees, the Board of your Company in its meeting held on January 23, 2024 dissolved the CSR Committee.

The Annual Report on CSR activities of your Company has been appended as Annexure III to this Report.

MANAGERIAL 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 Managerial 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 financial statements for the financial year ended March 31, 2024 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 Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing Annual General 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 MANAGERIAL PERSONNEL''S AND SENIOR MANAGEMENT PERSONNEL''S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of your Company is attached herewith as âAnnexure V''

VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

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 https://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 2023-24 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 Annual 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, all 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 annual financial statements for year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material 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, 2024 and of the profit of your company for the year ended on that date;

d) That the annual financial statements have been prepared on a going concern basis;

e) That the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f) Those systems to ensure compliance with the provisions of all applicable laws was in place and was adequate and were operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARD:

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company is not carrying any fund which is required to be transferred to Investor Education and Protection Fund. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS:

The disclosure under this clause is not applicable as there was no instance of one-time settlement with any bank or financial institutions.

OTHER DISCLOSURES:

During the year under review, the trading of securities was not suspended.

ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge the excellent support received from all 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 all employees of your Company for their unstinted commitment and continued contribution to your Company.

Mar 31, 2023

Your Directors have pleasure in presenting the 38^th Board''s Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2023.

FINANCIAL SUMMARY OF YOUR COMPANY:

(Rs. in Lakh except EPS)
Particulars	Current Financial Year (31.03.2023)		Previous Financial 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, Exceptional 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, Exceptional & 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 Exceptional & Extraordinary items and Tax Expense	545.64	576.18	1,559.10	2,335.78
Add/(less): Exceptional 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
Total Comprehensive Income/loss Total (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 financial summary, during the year, your Company has earned total income of T 2,810.56 Lakh as compared to total income of T 3,066.00 Lakh earned during the previous year.

Your Company has earned profit after tax during the year of T 394.45 Lakh as compared to the profit after tax of T1235.95 Lakh earned during the previous year.

Consolidated

Your Group earned total income of T 7,877.40 Lakh as compared to total income of T 9093.63 Lakh earned during the previous year.

Your Group earned profit after tax during the year of T 508.21 Lakh as compared to the profit after tax of T 1,749.71 Lakh earned during the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 (âthe Actâ) read with the Rules made thereunder (as amended from time to time), the Consolidated Financial 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 Financial Statements of your Company and its subsidiaries, as approved by the respective Board of Directors (âBoardâ). The Consolidated Financial Statements together with the Auditors'' Report is forming part of the Annual 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 total paid-up share capital 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 financial 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 financial position of each of the subsidiaries and their contribution to the overall performance of your Company as per Rule 8(1) the Companies (Accounts) Rules, 2014.

Material Subsidiaries:

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board has approved the Policy on Determination of Material Subsidiaries (âPolicyâ). 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 Material Subsidiaries for Financial 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.

ANNUAL RETURN

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant material 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 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):

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:

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, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

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 Financial Statements which forms part of this Annual Report.

STATUTORY AUDITORS:

STATUTORY AUDITORS'' REPORT:

M/s. Shah & Taparia, Statutory Auditors of your Company has audited books of account of your Company for the financial year ended March 31, 2023 and have issued the Auditors'' Report on the Standalone and Consolidated Financial Statements thereon. The Auditor''s Report does not contain any qualification, reservation or adverse remark or Disclaimer.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Kothari H. & Associates, Practising Company Secretaries were appointed as Secretarial Auditor of your Company to undertake the Secretarial Audit of your Company for the year under review. The report of Secretarial Audit in Form No. MR-3 for the FY 2022-23 is annexed herewith as âAnnexure II''. The said report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY FOR THE YEAR ENDED MARCH 31,2023:

As per Regulation 24A of the Listing Regulations, the Secretarial Audit of the material 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 financial year 2022-23. Secretarial Audit Reports of material subsidiaries for the financial year ended March 31, 2023, are annexed herewith and marked as âAnnexure II (a), (b), and (c)'' to this Report . None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer.

INTERNAL AUDITORS

Your Company had designated Mr. Pradeep Gotecha, as an Internal Auditor of your Company, in compliance with the provisions of Section 138 of the Act and Rules framed thereunder.

COST AUDITORS AND RECORDS:

The Central Government has not prescribed maintenance of cost records for your Company under Section 148 (1) of the Act. REPORTING OF FRAUDS BY AUDITORS

SHARE CAPITAL:

There is no change in the authorised, issued, subscribed and paid-up share capital of your Company during the financial year 2022-23.

Your Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options during the financial year 2022-23.

Your Company has not bought back any of its securities during the financial 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.

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:

(In ^)
a.	Total foreign exchange earned	28,864,323
b.	Total foreign exchange outgo	-

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Chandra Prakash Khandelwal 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 Khandelwal (DIN: 01878267), as an Additional 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 Khandelwal was regularized in the Annual General 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 Annual General Meeting held on September 29, 2022.

Further, Mrs. Spruha Deshpande resigned as Company Secretary and Compliance Officer of your Company with effect from November 1, 2022 and Ms. Rupal 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. Rupal Narvekar resigned as Company Secretary and Compliance Officer of your Company with effect from. April 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:

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):

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 5 (Five) times during the financial year. The details of meeting and attendance of the Directors are provided in the Corporate Governance Report which forms part of the Annual 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 financial year. The details of meeting and attendance of Independent Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS:

Your Company has four Board-level 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 Social Responsibility Committee

The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD:

The Board has approved the policy for evaluating the performance of Board, its committees and individual 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 annual performance evaluation of the Board as a whole, its committees and individual Directors.

The Independent Directors carried out the annual 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 personal skills, independent judgement, knowledge, compliance framework, etc.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT:

CORPORATE SOCIAL RESPONSIBILITY:

Further your Company has voluntarily constituted a Corporate Social Responsibility (âCSRâ) Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance forming part of the Annual Report.

In terms of Section 135 of the Act read with Companies (Corporate Social 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 Annual Report on CSR activities of your Company has been appended as Annexure III to this Report.

MANAGERIAL 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 Managerial 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 financial statements for the financial 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 Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing Annual General 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 MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

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.svstematixaroup.in/impdocuments/Policv-nomination-remuneration.pdf

The Nomination and Remuneration Policy of your Company is attached herewith as ''Annexure V''

VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

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.svstematixaroup.in/impdocuments/Policv-viail-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 Annual 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, all 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 annual financial statements for year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material 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;

d) That the annual financial statements have been prepared on a going concern basis;

e) That the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f) Those systems to ensure compliance with the provisions of all applicable laws was in place and was adequate and were operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARD:

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS:

The disclosure under this clause is not applicable as there was no instance of one-time settlement with any bank or financial institutions.

ACKNOWLEDGEMENTS:

Mar 31, 2018

To,

The Members of

SYSTEMATIX CORPORATE SERVICES LIMITED

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

1.FINANCIAL SUMMARY OF THE COMPANY :

(Rs. in lakh)

Particulars	Year ended 31st March, 2018		Year ended 31st March, 2017
	Standalone	Consolidated	Standalone	Consolidated
Total Income	761.24	5580.07	254.45	4396.03
Total Expenditure	371.95	4682.69	188.83	3814.93
Profit before Exceptional &	389.29	897.39	65.62	581.10
Extraordinary Items and Tax			-
Exceptional Items	-	-	-	-
Extraordinary Items	-	-	-	18.14
Profit/(Loss) before Tax	389.29	897.39	65.62	562.96
Provision for Taxation Deferred T ax Income Tax related to Earlier Years	96.51 (1.21) 1.19	244.30 3.5 10.59	0.77 (3.51) (0.11)	164.30 6.26 (2.89)
Profit/(Loss) after Tax	292.80	639.00	68.47	395.29
Paid up Share Capital	3998.03	3998.03	3998.03	3998.03
Reserves & Surplus	2506.49	4949.34	2213.68	4310.85
Proposed Dividend / Transfer to Reserve	-	-	-	-
Surplus / Deficit Transfer to	-	-	-	-
Balance sheet
EPS (Basic)	2.26	4.92	0.52	3.03
EPS (Diluted)	2.26	4.92	0.52	3.03

2. TRANSFER TO RESERVES :

No amount is proposed to be transferred to the reserves for the financial year ended 31st March, 2018.

3. DIVIDEND :

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended 31st March, 2018.

4. BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR / STATE OF COMPANYâS AFFAIR :

As is evident from the above financial review, during the year, the company has earned Standalone Income of Rs.. 761.24 Lakh as compared to Income of Rs. 254.45 Lakh of the previous year which is 199.17% more as compared to last year Income. Consolidated Income of Rs. 5580.07 Lakh as compared to Income of Rs. 4396.03 Lakh of the previous year which is 271.55% more as compared to last year Income.

The Company has incurred Standalone Profit after Tax during the year of Rs. 292.80 Lakh as compared to the Standalone Loss after Tax of the previous year of Rs. 68.47 Lakh, and Consolidated profit after Tax during the year of Rs. 639.00 Lakh as compared to the Consolidated Loss after Tax of the previous year of Rs. 395.29 Lakh.

5. 5.1 DETAILS OF WHOLLY OWNED SUBSIDIARIES :

The Company as on 31st March, 2018 had five Wholly Owned Subsidiaries viz :

(i) Systematix Shares and Stocks (India) Limited

(ii) Systematix Fincorp India Limited

(iii) Systematix Finvest Private Limited

(iv) Systematix Commodities Services Private Limited

(v) Systematix Ventures Private Limited (with effect from 15th March, 2018)

5.2 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES :

During the year, the Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Boardâs Report. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries will be available for inspection during business hours at the registered office of the Company.

5.3 DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES, DURING THE YEAR UNDER REVIEW, ARE AS UNDER :

Systematix Ventures Private Limited has become a wholly owned subsidiary during the year under review.

6. NATURE OF BUSINESS :

The Company is a SEBI registered âCategory Iâ Merchant Banker.

There was no change in the nature of business of the Company for the year under review.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :

The Company has received a Public Announcement made by Superstar Exports Private Limited alongwith Persons Acting in Concert (PACs) dated 01st February, 2018 to acquire up to 33,75,000 fully paid up equity shares of face value of Rs. 10/- each representing 26% of voting equity share capital of Systematix Corporate Services Limited from the public shareholders.

In this connection, company has received the acknowledgement copy of Post Offer report date 17th May, 2018 submitted under regulation 27(7) of SEBI (SAST) Regulations, 2011 by Ashika Capital Limited (Merchant Banker) containing the details of number of shares accepted and pre and post offer shareholding of the Acquirer & PACs in our Company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE :

There are no significant material orders passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS :

The Company has adequate systems of internal control, to ensure that all assets are safeguarded and protected against loss from unauthorized use and procedures commensurate with the size and nature of business. The Company continuously upgrades its systems in line with the best availability practices. These systems are supported by periodical reviews by the management and standard policies and guidelines to ensure that financial and other records are prepared accurately.

10. DEPOSITS :

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, no amounts were outstanding which were classified as âDepositsâ under the applicable provisions of Companies Act, 2013 as on the date of Balance Sheet.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 forms part of financial statements.

12. 12.1 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All the transactions/ contracts/ arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on armsâ length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013. Hence disclosure in Form ACO-2 is not required to be furnished. Related Party transaction policy is posted on the website of the company and is available at www.systematixgroup.in

12.2 MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS DURING THE PERIOD UNDER REVIEW :

The Company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the Companyâs interest. All related party transactions are in the ordinary course of business and on armsâ length basis. Hence Form AOC-2 is not required to be furnished. Transactions with related party are disclosed in Note 24 in âNotes forming a part of financial statementâ annexed to the financial statements for the year.

The company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Companyâs website www.systematixgroup.in.

13. AUDITORS AND THEIR REPORTS :

The matters related to Auditors and their Reports are as under:

13.1 OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2018 :

The auditorâs report does not contain any qualification, reservation or adverse remark or Disclaimer.

13.2 SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH, 2018 :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates, Company Secretaries in Form MR-3 for the FY 2017-18 is annexed herewith as âAnnexure IIâ. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

13.3 STATUTORY AUDITORS :

Pursuant to the provisions of Section 139 of the Companies Act, 2013 M/s. S Jawahar & Associates, Chartered Accountants (Firm Registration No. 006232S) has been appointed as Statutory Auditors of the company for a period of five years in the last Annual General Meeting, subject to the ratification by the members in every Annual General Meeting.

M/s. S Jawahar & Associates, Chartered Accountants (Firm Registration No. 006232S) have expressed

their willingness to continue as the Statutory Auditors of the company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013, and the rules framed there under. In terms of the SEBI (LODR) Regulations, 2015, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

Accordingly, the ratification of the appointment of M/s. S Jawahar & Associates, Chartered Accountants (Firm Registration No. 006232S) as a Statutory Auditors of the company be recommended to the members and the resolution for the said ratification is a part of the Notice of aGm.

14. SHARE CAPITAL :

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2017-2018.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2017-2018.

The Company has redeemed 20,00,000 non-convertible redeemable preference shares of Rs. 10/- each on 19th March, 2018.

15. OTHER DISCLOSURES :

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under :

15.1 EXTRACT OF ANNUAL RETURN :

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as âAnnexure IIIâ which forms part of this Report.

15.2 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 adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipmentâs like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipments. However since the 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 Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows :

16. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL :

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Chandra Prakash Khandelwal who is liable to retire by rotation and is eligible for reappointment has offered himself for re- appointment.

During the year under review, Mr. Rakesh Mehta was appointed as an Additional Independent Director with effect from 09th March, 2018 and will be confirmed as an Independent Director in the ensuing Annual General Meeting

Further, Mr. Mahesh Solanki has been resigned from the post of Independent Director of the Company with effect from 29th May, 2018.

Mr. Shree Prakash Mundhra, Chief Financial Officer of the Company has resigned with effect from 12th February, 2018 and Mr. Anil Bhagchandani was appointed as Chief Financial Officer of the Company with effect from 29th May, 2018

B) DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY :

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

C) FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD :

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

IIn compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates business model etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and are also available on the Companyâs website at www.systematixgroup.in

17. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES :

17.1 BOARD MEETINGS :

The Board of Directors met 7 times during the financial year ended 31stMarch, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head âBOARD OF DIRECTORS (BOARD).â Additionally, during the financial year ended 31st March, 2018 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17.2 AUDIT COMMITTEE :

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head, âAUDIT COMMITTEEâ for matters relating to constitution, meetings, functions & responsibilities of the Committee.

17.3 DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES :

In compliance with the provisions of Section 177(9), the Board of Directors of the Company has framed the âWhistle Blower Policyâ as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at www.systematixgroup.in

17.4 NOMINATION AND REMUNERATION COMMITTEE :

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub section (3) of Section 178. Kindly refer section on Corporate Governance, under the head, âNOMINATION AND REMUNERATION COMMITTEEâ for matters relating to constitution, meetings, functions of the Committee and the Nomination and remuneration policy formulated by this Committee. The Companyâs Nomination and Remuneration Policy framed under Section 178(3) of the Companies Act, 2013 and Chapter IV of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is attached as âAnnexure IVâ to this report.

17.5 PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE :

The 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 Sexual 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 the Company has duly constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

17.6 RISK MANAGEMENT :

18. MANAGERIAL REMUNERATION :

During the financial year 2017-2018, there were no employee in the Company whose particulars are required to be given in terms of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, is annexed herewith as âAnnexure - Vâ to this report.

19. CORPORATE GOVERNANCE CERTIFICATE :

The Compliance certificate from M/s .S. Jawahar & Associates., Chartered Accountants Chennai (Firm Registration No. 001931S) regarding compliance of conditions of corporate governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is annexed with the report.

20. CORPORATE SOCIAL RESPONSIBILITY :

The provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable.

21. INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs 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 financial information.

22. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS:

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16th February, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company will adopt âIND ASâ with effect from 01st April, 2019, with the comparatives for the periods ending 31st March, 2019.

23. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed;

a) That in the preparation of the annual financial statements for year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material 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 the company as at 31st March, 2018 and of the profit of the 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 Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and were operating effectively.

24. ACKNOWLEDGEMENTS :

Your Directors gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted

For and on behalf of the Board of Directors

Sd/-

Chandra Prakash Khandelwal

Date: 13 08 2018 Chairman & Managing Director

Place: Mumbai DIN: 00016373

Mar 31, 2015

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. in lacs)

Particulars Year ended 31st March, 2015 Year ended 31st March, 2014

Standalone Consolidated Standalone Consolidated

Total Income 161.35 3823.67 313.60 3998.41

Total Expenditure 163.37 3584.20 208.90 371129

Profit before exceptional & (2.02) 239.47 10470 287.12 extraordinary items and tax

Exceptional Items 3.59 98.80 - 0.09

Extraordinary Items - - - -

Profit/Loss before Tax (5.61) 14067 104.70 287.03

Provision for Taxation 3.21 105.84 35.30 11578

Deferred Tax (5.01) (83.32) (1.50) (27.11)

Income tax related to earlier - 0.43 - 1.86 year

Profit after Tax (3.81) 11772 70.90 196.50

Paid up Share Capital 4005.14 4005.14 1305.14 1305.14 Reserves Surplus 2297.74 4005.38 2301.56 3887.67

Proposed Dividend/ Transfer: - - - - to Reserve

Surplus/Deficit Transfer to - - - - Balance sheet

EPS (Basic) (0.03) 0.90 0.54 1.50

EPS(Diluted) (0.03) 0.90 0.54 1.50

2. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves during FY 2014-15.

3. DIVIDEND

Since the Company incurred losses during the financial year, no dividend is recommended by the Board for the financial year ended 31st March, 2015.

4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S AFFAIR

As is evident from the above financial review, during the year, the company has earned Stand alone Income of Rs. 161.35 Lacs as compared to income of Rs. 313.60 Lacs of the Previous Year which registered a decline by 48.55 % as compared to last year Income, and Consolidated Income of Rs.3823.67 Lacs as compared to Consolidated Income of Rs. 3998.41 Lacs of the previous Year which also registered a decline by 4.37 % as compared to last year Consolidated Income.

The Company has incurred Stand alone Loss after tax during the year of Rs. 3.81 Lacs as compared to the Profit after Tax of the previous year of Rs. 70.90 Lacs, and Consolidated Profit after tax during the year of Rs. 117.72 Lacs as compared to the Consolidated Profit after Tax of the Previous year of Rs. 196.50 Lacs which also registered a decline by 40.09 % as compared to last year Consolidated Profit after Tax.

5. 5.1 DETAILS OF WHOLLY OWNED SUBSIDIARIES

The Company as of March 31, 2015 had four Wholly Owned Subsidiaries viz:

(i) M/s. Systematix Shares and Stocks (India) Limited

(ii) M/s. Systematix Fincorp India Limited

(iii) M/s. Systematix Finvest Private Limited

(iv) M/s. Systematix Commodities Services Private Limited

DETAILS OF STEP DOWN SUBSIDIARY COMPANY

M/s. Systematix Distributions Services Private Limited (till March 31, 2015)

5.2 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board's Report. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries will be available for inspection during business hours at the registered office of the Company.

5.3 DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES, DURING THE YEAR UNDER REVIEW, ARE AS UNDER:

During the year, there is none of the Company becomes Subsidiary or Associates or Joint Ventures; however, M/s. Systematix Commodities Services Private Limited has become direct subsidiary instead of step down subsidiary. Further, M/s. Systematix Distributions Services Private Limited has ceased from fellow Subsidiary company as it ceased to be subsidiary company of M/s. Systematix Commodities Services Private Limited with effect from March 31, 2015.

6 NATURE OF BUSINESS

The Company is a SEBI registered 'Category I' Merchant Banker.

There was no change in the nature of business of the Company for the year under review.

7 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY

TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No material changes have occurred between the end of the financial year and the date of the report.

8 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

9 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has adequate systems of internal control, to ensure that all assets are safeguarded and protected against loss from unauthorized use and procedures commensurate with the size and nature of business. The Company continuously upgrades its systems in line with the best availability practices. These systems are supported by periodical reviews by the management and standard policies and guidelines to ensure that financial and other records are prepared accurately.

10 DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no amounts were outstanding which were classified as 'Deposits' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in complian cewiththe Chapter V of the Companies Act, 2013 is not applicable.

11 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 forms part of financial statements.

12 12.1 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms' length basis. Hence, Section 188(1) is not applicable and consequently no particulars in form AOC-2 have been furnished. Related Party transaction policy is posted on the website of the company and is available at www.systematixgroup.in

12.2 MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS DURING THE PERIOD UNDER REVIEW:

The Company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the Company's interest. All related party transactions are in the ordinary course of business and on arms' length basis. Transactions with related party are disclosed in Note. 28 in 'Notes forming a part of financial statement' annexed to the financial statements for the year.

13 AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

13.1 OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2015:

The auditor's report does not contain any qualification, reservation or adverse remark or Disclaimer.

13.2 SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2015:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report in respect of the Secretarial Audit carried out by Mr. Hitesh Kothari, Partner of M/s. Kothari H. & Associates, Company Secretaries in Form MR-3 for the FY 2014-15 is annexed herewith as 'Annexure II'. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

13.3 STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Maharaj N R Suresh & Co. Chartered Accountants, Chennai (Registration No. 001931S), the Statutory Auditors of the Company, hold office up to the conclusion of the Thirty First (31st) Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

14 SHARE CAPITAL

The following changes occurred during the year under review in the share capital of the Company.

a) The Authorized Share Capital of the Company has been increased from Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 2,50,00,000/- (Rupees Two Crore Fifty Lakhs) Equity shares of Rs.10/- (Rupees Ten) each to Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 2,00,00,000 (Two crore) Equity Shares of Rs.10/- (Rupees Ten) each and 3,00,00,000 (Three Crore) Preference Shares of Rs. 10/- (Rupees Ten) each by introducing 2,50,00,000 (Two Crore Fifity Lacs) preference shares of Rs. 10/- (Rupees Ten) each and converting of 50,00,000 (Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten) each into 50,00,000 (Fifty Lacs) preference shares of Rs. 10/- (Rupees Ten)

b) Issue of 2,70,00,000 non-convertible Redeemable preference shares (NCRPS) of face value of Rs. 10/- each (the "Preference Shares") on preferential basis , for the consideration other than cash being conversion of unsecured loan from M/s Superstar Exports Private Limited in to share Capital.

As on March 31, 2015 the authorized Capital of the Company is Rs. 500,000,000/- and paid up Share Capital is Rs. 400,514,080/- The Company has not issued any equity shares with differential rights / sweat equity shares/employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015.

15 OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

15.1 EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is attached as 'Annexure III' which forms part of this Report.

15.2 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 adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipment's like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipment's. However since the 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 Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows:

a. [Total foreign exchange earned I 4,69,153"

b. Total foreign exchange outgo I NIL

16 MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL;

DIRECTORS:

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Sunil Sadr who is liable to retire by rotation and is eligible for re- appointment, has offered himself for re- appointment.

Pursuant to provision of section 203 of the Companies Act, 2013, the Articles of Association of the Company and other applicable provisions, the Company appointed Ms. Vrunda Dhanesha to hold the office of the Company Secretary and Compliance Officer of the Company w e. f. 14th August, 2015 in place of Mr. Tushar Adhav who resigned from his office w.e.f. 22nd June, 2015.

During the year under review, the existing appointment w e. f. August 13, 2014 of Mr. Pradeep Gotecha as Chief Financial Officer was formalised as the Key Managerial Personnel of the Company to comply with the provisions of Section 203 of the Companies Act, 2013.

During the year under review Mr. Sanjay Khandelwal (DIN: 01592134) has been Appointed as Non- Executive Independent Director w e. f September 30, 2014 for a tenure of Five (5) years and Mr. Ashish Kumar Vyas resigned as an Independent Director of the Company w e. f. September 30, 2014. The Board has placed on record its appreciation for the services rendered by Mr. Ashish Kumar Vyas during his tenure as a Director.

B) DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

C) FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17 DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES;

17.1 BOARD MEETINGS

The Board of Directors met 5 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.Additionally, during the financial year ended March 31, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

17.2 AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings, functions & Responsibilities of the Committee.

17.3 DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177(9), the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at www.systematixgroup.in

17.4 NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Company's Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and Clause 49(IV) of Listing Agreement is attached as Annexure IV to this report.

17.5 PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

During the year, the Company has not received any complaint of sexual harassment.

17.6 RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in strategy, business and operational plans. Some of the risks which may pose challenges are set out in Management Discussions and Analysis Report which forms part of this report.

18 MANAGERIAL REMUNERATION:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Corporate Office of the Company. The aforesaid information is also available for inspection by Members at the Corporate Office of the Company, 21 days before the 30th Annual General Meeting and upto the date of the Annual General Meeting during the business hours on working days. As per the provisions of section 197(14) of the Companies Act, 2013, the Managing Director is not in receipt of any commission from the Company or its subsidiaries.

19 CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from M/s. Maharaj N. R. Suresh & Co., Chartered Accountants Chennai (Registration No. 001931S) regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

20 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed;

a) That in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material 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 the company as at 31st March, 2015 and of the profit and loss of the 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 Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and were operating effectively.

21 ACKNOWLEDGMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Chandra Prakash Khandelwal Sunil Sarda

Chairman & Managing Director Director

DIN: 00016373 DIN: 00030913

Date: 16/08/2015

Place: Mumbai

Mar 31, 2014

Dear Members,

The Directors have Pleasure in presenting the 29th Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL REVIEW :

Particulars Year ended 31/03/2014 Year ended 31/03/2013 Standalone Consolidated Standalone Consolidated

Total Income 313.60 3998.41 453.39 5047.49

Total Expenditure 193.52 2439.48 248.74 3161.53

Profit before 120.08 1558.93 204.65 1885.96 depreciation interest & exceptional items

Interest 0.00 1117.48 21.44 1396.11

Depreciation 15.38 154.33 15.24 157.69

Exceptional Items 0.00 0.09 0.00 (0.54)

Profit before Tax 104.70 287.03 167.97 332.70 Provision for 35.30 115.78 53.72 144.32 Taxation

Deferred Tax (1.50) (27.11) 1.00 (35.77)

Income tax related 0.00 1.86 0.00 3.17 to earlier year

Profit after Tax 70.90 196.50 113.25 220.98

Paid up Equity 1305.14 1305.14 1305.14 1305.14 Share Capital

Reserves & Surplus 2301.56 3887.67 2230.66 3691.18

As is evident from the above financial review, during the year, the company has earned Stand alone Income of Rs. 313.60 Lacs as compared to income of Rs. 453.39 Lacs of the Previous Year which registered a decline by 30.83% as compared to last year Income and Consolidated Income of Rs. 3998.41 Lacs as compared to income of Rs. 5047.49 Lacs of the previous Year which also registered a decline by 20.78% as compared to last year Consolidated Income.

The Company earned Stand alone Profit after tax during the year is Rs. 70.90 Lacs as compared to the Profit after Tax of the previous year of Rs. 113.25 which registered a decline by 37.39% as compared to last year Profit after Tax and Consolidated Profit after tax during the year of Rs. 196.50 Lacs as compared to the Profit after Tax of the Previous year of Rs. 220.98 Lacs which also registered a decline by 11.07% as compared to last year Profit after Tax.

DIVIDEND AND TRANSFER TO RESERVES :

In order to conserve the resources for increasing business operations, Your Director do not recommend any dividend for the year under review. No amount is proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closed from 22nd September, 2014 to 30th September, 2014 (both days inclusive). The Annual General Meeting of the Company will be held on Tuesday, 30th September, 2014 at 11.00 a.m.

PUBLIC DEPOSITS:

During the Year under review the Company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits.

DIRECTORS:

Section 149 of the Companies Act, 2013 (the Act) which defines the composition of the Board has been notified effective April 01, 2014 and provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years.

As per the explanation provided under Section 149 of the Act, any tenure of an independent Director on the date of commencement of this Section i.e. April 01,2014 shall not be counted as a term. The tenure of every independent director to compute the period of first five consecutive years would be reckoned afresh from April 01,2014. In term of the aforesaid provisions, the independent Directors of the Company will be eligible to hold office for a consecutive period of five years as per applicable provisions of the Companies Act, 2013.

Section 152 of the Act, also notified effective April 01,2014 provides that independent directors would need to be excluded from the total number of directors for the purpose of computing the number of directors whose period of office will be liable to determination by retirement of directors by rotation.

As on the date of this report, the Company''s Board consists of the following Independent Directors:

1. Mr. Mahesh Solanki

2. Mr. Ashish Kumar Vyas

3. Mr. Shriram Khandelwal

Mr. Ashish Kumar Vyas has shown his unwillingness to continue act as an Independent Director of the Company after ensuing Annual General Meeting. The Company has received a notice from a member proposing candidature of Mr. Sanjay Khandelwal for an appointment of an independent Director in the ensuing general meeting of the members.

In accordance with the provisions of the companies Act and Article of Association of the Company, Mrs. Anju Khandelwal retires by rotation at the forthcoming Annual General Meeting, and being eligible; offer himself for re- appointment.

Brief profile of the proposed appointees together with other disclosures in terms of clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 29th Annual General Meeting.

CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICER

Pursuant to the Provisions of section 203 of the Companies Act, 2013, the Articles of Association of the Company and other applicable provisions, the Company appointed Mr. Tushar Adhav to hold the office of the Company Secretary and Compliance Officer of the Company w.e.f. 13th August, 2014 in place of Mr. V R N H S Prasad who resigned from his office w.e.f. 28th July, 2014.

SUBSIDIARY COMPANIES

The Company as of March 31, 2014 had five subsidiaries, viz:

1. M/s. Systematix Fincorp India Limited- Wholly Owned Subsidiary

2. M/s. Systematix Finvest Private Limited- Wholly Owned Subsidiary

3. M/s. Systematix Shares & Stocks (I) Limited- Subsidiary of the Company

4. M/s. Systematix Commodities Services Private Limited - Fellow subsidiary (wholly Owned Subsidiary of the Systematix shares and Stocks (I) Limited)

5. Systematix Distributions Services Private Limited- Fellow subsidiary (the wholly owned subsidiary of Systematix Commodities Services Private Limited.)

ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No.5/12/2007-CL-III dated February 08, 2011, issued general exemption under section 212(8) of the Companies Act, 1956 to the companies fulfilling the conditions contained in the above circular from complying with the provisions of section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its balance sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarised financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company.

Annual Accounts of each of Company''s subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Board Department of the Company in this regard.

The Annual Accounts of each of the Company''s subsidiary companies will also be available for inspection by any shareholder in the head offices of the holding and subsidiary companies.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on BSE Limited. The Company has paid the annual Listing fee for the financial year 2014-15 to BSE.

AUDITORS AND AUDITORS'' REPORT

M/s. Maharaj N. R. Suresh & Co, Chartered Accountants, Mumbai (Registration No. 001931S) Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re- appointment. A certificate to the effect that their appointment, if made, will be within the prescribed limits under Section 141 of the Companies Act, 2013, has been obtained from them. In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Board on the recommendation of the Audit Committee recommends the re-appointment of M/s. Maharaj N. R. Suresh & Co as Statutory Auditor of the Company for the next three (3) consecutive financial years

i.e. 2014-15, 2015-16 and 2016-17 that subject to rectification by the shareholders at every Annual General Meeting. The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

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

i. That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

iv. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board of Directors has in its meeting held on 13th August, 2014 appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretaries, Mumbai holding certificate of practice number 5502 issued by The Institute of Company Secretaries of India as Secretarial Auditor for the Financial year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS, FOREIGN EXCHANGE EARNINGS AND OUTGOES

The nature of the Company is a service Company. Therefore the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

During the period under review the Company has earned Foreign Exchange of Rs. 5,01,709 & outgo was Rs. 54,808.

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section which forms part of the annual report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulation set out in the Listing Agreement with the Stock Exchange and have implemented all the prescribed requirements. A Report on Corporate Governance, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, forms part of the Annual Report.

A Certificate from the Auditors of the Company, M/s. Maharaj N. R. Suresh & Co., Chartered Accountants confirming the compliance of conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report.

ACKNOWLEDGMENTS

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government Authorities and look forward to their continued support. Your Directors place on record their gratitude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company. Your Directors also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.

By Order of the Board Of Systematix Corporate Services Limited

Sd/- Chandra Prakash Khandelwal Date: 13th August, 2014 Chairman and Managing Director Place: Mumbai (Din: 00016373)

Mar 31, 2012

To The Members of Systematix Corporate Services Ltd.

Dear Members,

The Directors have Pleasure in presenting the Twenty Seventh Annual Report and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL REVIEW:

(Rs. In Lacs)

Particulars Year ended 31/03/2012 Year ended 31/03/2011

Stand Consolidated Stand alone Consolidated alone

Total income 357.66 5145.54 290.95 3222.56

Total Expenditure 258.20 3063.35 190.58 797.67

Profit / (Loss) before 99.46 2082.19 100.37 2424.89 depreciation and interest

Interest 45.55 1717.88 1.00 1703.05

Depreciation 15.24 157.28 7.81 12.32

Exceptional Items 0.00 1.36 (1.11) (2.12)

Profit/ (Loss) before Tax 38.67 205.67 92.67 711.64

Tax/ Provision for Taxation/ 5.91 68.62 2.89 210.84 Deferred Tax

Profit/Loss after Tax 32.76 137.05 89.78 500.80

Paid up Equity Share Capital 1305.14 1305.14 1304.95 1304.95

Reserves & Surplus 2117.41 3470.20 2084.65 3333.15

As is evident from the above financial review, during the year, the company has earned Stand alone Income of Rs. 357.66 lacs as compared to income of Rs. 290.95 Lacs of the Previous Year and Consolidated Income of Rs. 5145.54 lacs as compared to income of Rs.3222.56 lacs of the previous Year. The Company earned Stand alone Profit after tax during the year is Rs. 32.76 Lacs as compared to the Profit after Tax of the previous year of Rs. 89.78 and Consolidated Profit after tax during the year of Rs. 137.05 lacs as compared to the Profit after Tax of the Previous year of Rs. 500.80 Lacs.

DIVIDEND AND TRANSFER TO RESERVES

In order to conserve the resources for increasing business operations, Your Director do not recommend duty dividend for the year under review. No amount is proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closed from 24th September, 2012 to 25th September, 2012, both days inclusive. The Annual General Meeting of the Company will be held on 25th September, 2012.

SHARE CAPITAL AND OPTIONAL CONVERTIBLE DEBENTURE:

During the year the Company has allotted 4,43,758 nos. of Equity Shares of the face value of Rs. 10 each at Rs. 250/- share and 3,03,667 nos. of Optionally Fully Convertible Debentures (OFCDs) face value of Rs. 250/- to the shareholders of Systematix Shares & stocks (India) Limited (SSSIL) as a consideration against acquisition of 29,89,700 nos. of snares of SSSIL.

PUBLIC DEPOSIT:

During the Year under review the Company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits.

DIRECTORS

In accordance with the provisions of the companies Act, 1956 and Article of Association of the Company, Mr. Ramesh Raizada and Mrs. Anju Khandelwal retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer them self for re- appointment.

Information on the provision details of director seeking appointment/ re- appointment as required under clause 49 of the Listing Agreement has been given under the Notice to Shareholders under the head "Additional Information".

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

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

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

II. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review.

III. That the Directors have taken proper and sufficient c are for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

IV. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Analysis and discussion Report, as required under the listing Agreement with the Stock Exchange is enclosed at Annexure A.

SUNSIDIARY COMPANIES:

The Company as of March 31, 2012 had Four subsidiaries, viz M/s. Systematix Fincorp India Limited, M/s. Systematix Finevest Private Limited and M/s. Systematix Shares s Stocks (I) Limited the Wholly Owned Subsidiary of the Company and M/s. Systematix Commodities Services Private Limited, wholly Owned Subsidiary of the Systematic shares and Stocks (1) Limited and Systematix Commodities Trading Private Limited, the wholly owned subsidiary of Systematix Commodities Services Private Limited.

ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES:

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No.5/12/2007-CL-TTT dated February 08, 2011, issued general exemption under section 212(8) of the Companies Act, 195G to the companies fulfilling the conditions contained in the above circular from complying with the provisions of section 212 of the. Companies Act, able which requires holding companies to attach annual accounts and other documents of subsidiary companies to its balance sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures Lo consolidated financial Statements of the Company.

Annual Accounts of each of Company''s subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Board Department of the Company in this regard.

The annual accounts of each of the Company''s subsidiary companies will also be available for inspection by any shareholder in the head offices of the holding and subsidiary companies. Addresses of the Company and the subsidiary companies are given at the end of the corporate governance chapter.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to he. listed at Bombay Stock Exchange Ltd. (BSE) . The Company has paid the annual Listing fee for the financial year 2012-13 to BSE.

AUDITORS AND AUDITORS'' REPORT

The Statutory Auditors of the Company, M/e. Maharaj N. R. Suresh & Co.. Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible of Per themselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the private limited under Section 224(IB) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are 3elf explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS, FOREIGN EXCHANGE EARNTNGS AND OUTGOES:

The nature of the Company is a service Company. Therefore the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of particulars in the Board of Directors) Rules, 1988 are not applicable to the Company.

During the period under review the company has earned Foreign Exchange of Rs.3,62,340/-

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary tor a copy thereof.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed tor a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and analysis report for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section which forms, part of the annual report.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulation set out in the Listing Agreement with the Stock Exchange and have implemented all the prescribed requirements.

A Report on Corporate Governance as stipulated under clause 4 9 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A Certificate from the Auditors of the Company, M/s. Maharaj N. R. Suresh & Co., Chartered Accountants confirming the compliance of conditions of the 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:

As per the provision of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee of the Company comprised of the three non- executive independent Directors viz.,Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Sarda. Mr. Mahesh Solanki is the Chairman of the Audit Committee.

SHAREHOLDERS''/ INVESTORS'' GRIEVANCES COMMITTEE:

As per the provision of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Shareholders''/ Investors'' Grievances Committee of the Company comprised of the three non- executive independent Directors viz.,Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Sarda and Mr. J N Khandelwal is the Chairman of the Shareholders''/ Investors'' Grievances Committee.

REMUNERATION COMMITTEE:

As per the provision of the Companies Act, 1956, the Remuneration Committee of the Company comprised of the three non- executive independent Directors viz., Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Garda and Mr. Sunil Saida la tlie Chairman of the Remuneration Committee.

ACKNOWLEDGMENTS

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government Authorities and look forward to their oont inued support. Your Directors place on record their gratitude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company. Your Directors also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.

By order of the Board

For Systematix Corporate Services Limited

Sd/-

Chandra Prakash Khandelwal

Chairman

Place: Mumbai

Date: 23/07/2012

Mar 31, 2011

The Members of Systematix Corporate Services Ltd.

Dear Members,

The Directors have Pleasure in presenting the Twenty Sixth Annual Report and Audited Accounts for the year ended 31st March, 2011.

FINANCIAL REVIEW:

(Rs. In Lacs)

Particulars Year ended 31/03/2011 Year ended 31/03/2010

Stand Consolidated Stand alone Consolidated alone

Total income 290.95 3222.56 21.98 1195.09

Total Expenditure 190.58 797.61 70.04 348.09

Profit / (Loss) before 100.37 2424.89 (48.06) 347.00 depreciation and interest

Interest 1.00 1703.05 1.53 793.12

Depreciation 7.81 12.32 5.96 6.19

Profit/ (Loss) before Tax 91.56 709.51 (55.55) 47.69

Tax/ Provision for Taxation/ 2.89 210.84 1.25 36.19 Deferred Tax

Profit/Loss after Tax 88.67 498.67 (56.80) 11.50

Paid up Equity Share Capital 1304.95 1304.95 1259.87 1259.87

Reserves & Surplus 2093.66 3333.15 1028.64 1055.20

As is evident from the above financial review, during the year, the company has earned Stand alone Income of Rs. 290.95 lacs as compared to income of Rs. 21.98 Lacs of the Previous Year and Consolidated Income of Rs. 3222.56 lacs as compared to income of Rs. 1195.09 lacs of the previous Year. The Company earned Stand alone Profit after tax during the year is Rs. 88.67 Lacs as compared to the Profit after Tax of the previous year of Rs. (56.80) and Consolidated Profit after tax during the year of Rs. 4 98.67 lacs as compared to the Profit after Tax of the Previous yftar of Rs. 11.50 Lacs.

DIVIDEND AND TRANSFER TO RESERVES

In order to conserve the resources for increasing business operations, Your Director do not recommend dtiy dividend for the year under review. No amount ic proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closed from 28rh September, 2011 to 30th September, 2011, both days inclusive. The Annual General Meeting of Uie Company will be held on 30th September, 2011.

SHARE CAPITAL AND OPTIONAL CONVERTIBLE DEBENTURE:

During the year the Company has allotted 4,43,758 nos. of Equity Shares of the face value of Rs. 10 each at Rs. 250/- share and 3,03,667 nos. of Optionally Fully Convertible Debentures (OFCDs) face value of Rs. 250/- to the shareholders of Systematix Shares & stocks (India) Limited (SSSIL) as a consideration against acquisition of 29,89,700 nos. of snares of SSSIL.

PUBLIC DEPOSIT:

During the Year under review the Company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companlfts Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits.

DIRECTORS

In accordance with the provisions of the companies Act, 1956 and Article of Association of the Company, Mr. Ramesh Raizada and Mrs. Anju Khandelwal retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer themself for re- appointment.

Information on the provision details of director seeking appointment/ re- appointment as required under clause 49 of the Listing Agreement has been given under the Notice to Shareholders under tho head "Additional Information".

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

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

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

II. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state vf affairs of the Company at the end of the financial year and on the profit of the Company for the year under review.

III. That the Directors have taken proper and sufficient c are for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

IV. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Analysis and discussion Report, as required under the listing Agreement with the Stock Exchanqe is enclosed at Annexure A.

SUNSIDIARY COMPANIES:

The Company as of March 31, 2011 had Four subsidiaries, viz M/s. Systematix Fincorp India Limited, M/s. Systematix Finvest Private Limited and M/s. Systematix Shares s Stocks (I) Limited the Wholly Owned Subsidiary of the Company and M/s. Systematix Commodit i es .Sfirvir.es Private Limited, wholly Owned Subsidiary of the Systematic shares and Stocks (1) Limited.

ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES:

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No.5/12/2007-CL-TTT dated February 08, 2011, issued general exemption under scction 212(8) of the Companies Act, 195G to the companies fulfillinq the conditions contained in the above circular from complying with the provisions of section 212 of the. Companies Act, able which requires holding companies to attach annual accounts and other documents of subsidiary companies to its balance sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarised financial information of each subsidiary has been included in the disclosures Lo consolidated financial Statements of the Company.

Annual Accounts of each of Company''s subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Board Department of the Company in this regard.

The annual accounts of each of the Company''s subsidiary companies will also be available for inspection by any shareholder in the head offices of the holding and subsidiary companies. Addresses of the Company and the subsidiary companies are given at the end of the corporate governance chapter.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to he. listed at Bombay Stock Exchange Ltd. (BSE) . The Company has paid the annual Listing fee for the financial year 2011-12 to DGE.

AUDITORS AND AUDITORS'' REPORT

The Statutory Auditors of the Company, M/e. Maharaj N. R. Suresh & Co.. Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible of Per themselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prcocribcd limite under Section 224(IB) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are 3elf explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS, FOREIGN EXCHANGE EARNTNGS AND OUTGOES:

The nature of the Company is a service Company. Therefore the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of particulars in the Board of Directors) Rules, 1988 are not applicable to the Company.

There was no foreign exchange earnings and outgo durinq the year under review.

PARTICULARS OF EMPLOYEES

Intormation as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary tor a copy thereof.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed tor a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 19b6.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and analysis report for the year under review, as stipulated under clause 4 9 of the listing aqreement with the stock exchanges in India, is presented in a separate section which forms, part of the annual report

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulation set out in the Listing Agreement with the Stock Exchange and have implemented all the prescribed requirements.

A Report on Corporate Governance as stipulated under clause 4 9 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A Certificate from the Auditors of the Company, M/s. Maharaj N. R. Suresh & Co., Chartered Accountants confirming the compliance of conditions of the 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:

As per the provision of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee of the Company comprised of the three non- executive independent Directors viz.,Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Sarda. Mr. Mahesh Solanki is the Chairman of the Audit Committee.

SHAREHOLDERS''/ INVESTORS'' GRIEVANCES COMMITTEE:

As per the provision of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Shareholders''/ Investors'' Grievances Committee of the Company comprised of the three non- executive independent Directors viz.,Mr. Mahesh Solanki, Mr. J N Khandelwal and Mr. Sunil Sarda and Mr. J N Khandelwal is the Chairman of the Shareholders''/ Investors'' Grievances Committee.

REMUNERATION COMMITTEE:

As per the provision of the Companies Act, 1956, the Remuneration Committee of the Company comprised of the three non- executive independent Directors viz., Mr. Mahesh Solanki, Mr. J N Khandolwal and Mr. Sunil Garda and Mr. Sunil Saida la tlie Chairman of the Remuneration Committee.

ACKNOWLEDGMENTS

Your Directors placc on record their gratitude for Llie valuable support and assistance extended to the Company by the Banks, Government Authorities and look forward to their oont inued support. Your Directors place on rccord their gratitude towards the stakeholders and clicnto of the Company for reposing their faith and confidence in the Company. Your Directors also wish to place on record their appreciation of Lhc contribution made by the Executives and staff of the Company.

By order of the Board

For Systematix Corporate Services Limited

Sd/-

Chandra Prakash Khandelwal

(Managing Director)

Place: Mumbai

Date: 18-06-2011

Mar 31, 2010

The Directors have pleasure in presenting Twenty Fifth Annual Report and Audited Accounts for the year ended 31st March 2010.

FINANCIAL REVIEW :

(Rs. in Lacs)

Particulars Year ended Year ended 31/03/2010 31/03/2009

Total Income 21.98 31.64

Total Expenditure 70.04 227.70

Profit / (Loss) before depreciation and interest (48.06) (196.06)

Interest 1.53 3.21

Depreciation 5.96 7.68

Profit/(Loss) before Tax (55.55) (206.95)

Tax/Provision for Taxation/Deferred Tax 1.25 0.35

Profit/Loss after Tax (56.80) (207.30)

Paid up Equity Share Capital 1259.87 1259.87

Reserves & Surplus 1028.64 1028.64

As is evident from the above financial review, during the year, the Company has earned Income of Rs. 21.98 Lacs as compared to income of Rs. 31.64 Lacs of the previous year. The Company is taking hard and effective steps to grab all the business opportunities and improve its performance.

DIVIDEND:

In order to conserve the resources for increasing business opera*.ons, your Directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits.

DIRECTORS:

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

Information on the details of director seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement has been given under the Notice to Shareholders under the head Additional Information.

APPOINTMENT OF MR. V.R.N.H.S. PRASAD SANKA AS COMPANY SECRETARY OF THE COMPANY:

During the year Mr. V.R.N.H.S. Prasad Sanka was appointed as Company Secretary of the Company w.e.f., 04th day of January, 2010

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors 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 departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March, 2010 and of the Loss of the Company for the year ended on that date.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed at Annexure A.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE). The Company has paid the annual Listing fee for the financial year 2010-11 to BSE.

AUDITORS AND AUDITORS REPORT:

The statutory auditors of the company, Maharaj N.R. Suresh & Co., Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of your company is a service company. Therefore the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the company.

There was no foreign exchange earning and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate from the Auditors of the Company, Maharaj N.R. Suresh & Co., Chartered Accountants confirming 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:

As per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee of the company comprised of three non-executive independent Directors viz., Mr. Mahesh Solanki, Mr. J.N. Khandelwal and Mr. Sunil Sarda. Mr. Mahesh Solanki is the Chairman of the Audit Committee.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government authorities and look forward to their continued support. Your Directors.also place on record their gratitude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company.

Yours Directors also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.

By order of the Board For Systematix Corporate Services Ltd.

Sd/- Sd/-

Place- Indore Ramesh Raizada Sunil Sarda

Date: 29-05-2010 (Managing Director) (Director)

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