అకౌంట్స్ గమనికలుSystematix Corporate Services Ltd.
(x) Provisions, Contingent Liabilities and Contingent Assets:
a) Provision
A provision is recognised if, as a result of a past event, the Company has a present Legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation.
The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those
cash flows (when the effect of the time value of money is material). When some or all of the
economic benefits required to settle a provision are expected to be recovered from a third party,
a receivable is recognised as an asset if it is virtually certain that reimbursement will be received
and the amount of the receivable can be measured reliably.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the
Company from a contract are lower than the unavoidable costs of meeting the future obligations
under the contract.
b) Contingent Liability
Contingent liabilities are disclosed when there is a possible obligation arising from past events,
the existence of which will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Company, or a present obligation
that arises from past events where it is either not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount cannot be made.
A disclosure for contingent liabilities is made where there is a possible obligation or a present
obligation that may probably not require an outflow of resources or an obligation for which
the future outcome cannot be ascertained with reasonable certainty. When there is a possible
or a present obligation where the likelihood of outflow of resources is remote, no provision or
disclosure is made.
c) Contingent assets
A contingent asset is a possible asset that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the entity. Contingent assets are not recognised but disclosed only
when an inflow of economic benefits is probable.
(xi) Provisions, Contingent Liabilities and Contingent Assets:
i. Short term Obligation
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled
wholly within 12 months after the end of the period in which the employees render the related
service are recognized in respect of employees'' services up to the end of the reporting period and
are measured at the amounts expected to be paid when the liabilities are settled. The liabilities
are presented as current employee benefit obligations in the balance sheet.
ii. Short term Obligation
The company operates the following post-employment schemes.
Contribution to Provident Fund i.e. PF
The Company participates in various employee benefit plans. Post-employment benefits
are classified as either defined contribution plans or defined benefit plans. Under a defined
contribution plan, the Company''s only obligation is to pay a fixed amount with no obligation to
pay further contributions if the fund does not hold sufficient assets to pay all employee benefits.
The related actuarial and investment risks fall on the employee.
The expenditure for defined contribution plans is recognized as expense during the period when
the employee provides service. Under a defined benefit plan, it is the Company''s obligation to
provide agreed benefits to the employees. The related actuarial and investment risks fall on the
Company. The present value of the defined benefit obligations is calculated using the projected
unit credit method.
Gratuity:
The Company provides for gratuity, a defined benefit retirement plan (âthe Gratuity Planâ) covering
eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees at
retirement, death, incapacitation or termination of employment, of an amount based on the
respective employee''s salary and the tenure of employment with the Company. Liabilities with
regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent
actuary, at each Balance Sheet date using the projected unit credit method.
The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plan
is the present value of the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using
the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows by reference to market yields at the end of the reporting period on
government bonds that have terms approximating to the terms of the related obligation. The net
interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and the fair value of plan assets. This cost is included in employee benefit expense in
the statement of profit and loss.
The Company recognizes the net obligation of a defined benefit plan in its Balance Sheet as an
asset or liability. Gains and losses through re-measurements of the net defined benefit liability
/ (asset) are recognized in other comprehensive income and are not reclassified to profit or
Loss in subsequent periods. The actual return of the portfolio of plan assets, in excess of the
yields computed by applying the discount rate used to measure the defined benefit obligation is
recognized in other comprehensive income. Changes in the present value of the defined benefit
obligation resulting from plan amendments or curtailments are recognized immediately in profit
or loss as past service cost.
Provident Fund:
Eligible employees of the company receive benefits from employee''s provident fund Organisation,
which is a defined benefit plan. Both the eligible employee and the Company make monthly
contributions to the provident fund plan equal to a specified percentage of the covered employee''s
salary. The remaining portion is contributed to the government-administered pension fund.
(xii) Revenue Recognition:
Revenue (other than for those items to which Ind AS 109 - Financial Instruments are applicable) is
measured at fair value of the consideration received or receivable. Ind AS 115, Revenue from contracts
with customers, outlines a single comprehensive model of accounting for revenue arising from contracts
with customers.
The Company recognises revenue from contracts with customers based on a five step model as set out
in Ind AS 115:
Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more
parties that creates enforceable rights and obligations and sets out the criteria for every contract that
must be met.
Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a
contract with a customer to transfer a good or service to the customer.
Step 3: Determine the transaction price: The transaction price is the amount of consideration to which the
Company expects to be entitled in exchange for transferring promised goods or services to a customer,
excluding amounts collected on behalf of third parties.
Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract
that has more than one performance obligation, the Company allocates the transaction price to each
performance obligation in an amount that depicts the amount of consideration to which the Company
expects to be entitled in exchange for satisfying each performance obligation.
Step 5: Recognise revenue when (or as) the Company satisfies a performance obligation.
The Company recognises revenue from the following sources:
Revenue from fees
Revenue from fees includes income from Merchant banking, Investment banking, advisory fees, Valuation
fees and syndication fees. It is recognised based on the stage of completion of assignments and terms
of agreement with the client.
Interest income
Interest income is typically recognized as it is earned over time, rather than when cash is received i.e
on time proportionate basis. Generally, interest income is recognized on an accrual basis as it is earned,
but there are exceptions, such as with NPAs where recognition might be delayed until actual receipt
of the interest. The effective interest method is commonly used to calculate interest income, especially
for interest-bearing instruments. The effective interest rate is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to the gross carrying amount of a
financial asset.
Dividend income
Dividend income is recognized in the Statement of profit and Loss on the date that the Company''s right
to receive payment is established, it is probable that the economic benefits associated with the dividend
will flow to the entity and the amount of dividend can be reliably measured. This is generally when the
shareholders approve the dividend.
Net Gain on Fair Value Changes
Financial assets and financial liabilities classified as Fair Value Through Profit or Loss (FVTPL) are
measured at fair value at each reporting date. Gains and losses arising from changes in fair value,
including realised gains or losses on disposal and unrealised gains or losses arising from remeasurement,
are recognised in the Statement of Profit and Loss in the period in which they arise and presented under
the head âNet Gain on Fair Value Changesâ.
(xiii) Taxes on income:
Income-tax expense comprises current tax (amount of tax for the period determined in accordance with
The Income Tax law) and deferred tax charge or credit (reflecting the tax effects of temporary differences
between tax bases of assets and liabilities and their carrying amounts in the financial statements).
Taxes are recognized in the Statement of Profit and Loss except to the extent it relates to items directly
recognized in equity or in the Other Comprehensive Income.
Current tax
Current tax is measured at the amount expected to be paid in respect of taxable income for the year in
accordance with the Income Tax Act, 1961. Current tax comprises the tax payable on the taxable income
or loss for the year and any adjustment to the tax payable in respect of previous years. It is measured
using tax rates enacted or substantively enacted at the reporting date.
Current tax assets and liabilities are offset only if, the Company:
a) Has a legally enforceable right to set off the recognized amounts; and
b) Intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred Tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable income.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in
which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets
and liabilities. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognized to the extent that it is probable that future taxable income will be available against which
the deductible temporary differences can be utilized.
Deferred tax assets are reviewed at each reporting date and based on management''s judgement, are
reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent
that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax assets and liabilities are offset only if the Company:
a) Has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same
taxation authority.
Current and Deferred tax for the year - OCI
Current and deferred tax are recognised in profit or Loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case, the current and deferred
tax are also recognised in other comprehensive income or directly in equity respectively.
(xiv) Borrowing cost:
General and specific borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset are capitalised during the period of time that is required to complete
and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Other borrowing costs are recognized as an expense in the period in which they are incurred.
(xv) Earning per share:
Basic earnings per share
Basic earnings per share is calculated by dividing:
- The profit attributable to owners of the Company
- By the weighted average number of equity shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account:
- The after income tax effect of interest and other financing costs associated with dilutive
potential equity shares, and
- The weighted average number of additional equity shares that would have been outstanding
assuming the conversion of all dilutive potential equity shares.
Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued
at a later date. Dilutive potential equity shares are determined independently for each period presented.
The number of equity shares and potentially dilutive equity shares are adjusted for bonus shares, as
appropriate.
(xvi) Foreign currency transaction:
a) Initial Recognition
Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the
transaction. Exchange differences arising on foreign exchange transactions settled during the
year are recognized in the Statement of Profit and Loss.
b) Measurement of Foreign Currency Items at the Balance Sheet Date
Foreign currency monetary items of the Company are restated at the closing exchange rates. Non¬
monetary items that are measured in terms of historical cost in a foreign currency are recorded
using the exchange rates at the date of the transaction. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the date when the fair
value was measured. The gain or loss arising on translation of non-monetary items measured at
fair value is treated in line with the recognition of the gain or loss on the change in fair value
of the item (i.e., translation differences on items whose fair value gain or loss is recognised in
OCI or Statement of Profit and Loss are also recognised in OCI or Statement of Profit and Loss,
respectively). Exchange differences arising out of these transactions are charged to the Statement
of Profit and Loss.
(xvii) Leases
As a lessee
The Company''s Lease asset classes primarily consist of Leases for Land and buildings. The Company
assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration.
The Company, as a lessee, recognises a right of-use asset and a lease liability for its leasing arrangements,
if the contract conveys the right to control the use of an identified asset.
To assess whether a contract conveys the right to control the use of an identified asset, the Company
assesses whether:
i. The contract involves the use of an identified asset
ii. The Company has substantially all of the economic benefits from use of the asset through the
period of the lease and
iii. The Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right-of-use asset (âROUâ) and
a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with
a term of twelve months or less (short-term leases), cancellable leases with not more than minimum
penalty and low value leases.For these short-term leases,cancellable leases with not more than minimum
penalty and low value leases, the Company recognizes the lease payments as an operating expense on a
straight-line basis over the term of the lease. Certain lease arrangements include the options to extend
or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these
options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at a value which is equivalent to the initial amount of the
lease liability adjusted for any lease payments made at or prior to the commencement date of the lease
plus any initial direct costs less any lease incentives.
They are subsequently measured at cost less accumulated depreciation and impairment losses, if any
and adjusted for any re-measurement of the lease liability.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the
shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for
recoverability whenever events or changes in circumstances indicate that their carrying amounts may
not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of
the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless
the asset does not generate cash flows that are largely independent of those from other assets. In such
cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset
belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease
payments. The lease payments are discounted using the interest rate implicit in the lease or, if not
readily determinable, using the incremental borrowing rates in the country. Lease liabilities are re¬
measured with a corresponding adjustment to the related right of use asset if the Company changes
its assessment if whether it will exercise an extension or a termination option. Lease liability and ROU
asset have been separately presented in the Balance Sheet and lease payments have been classified as
financing cash flows.
As a lessor
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the
terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract
is classified as a finance lease. All other leases are classified as operating leases. For operating leases,
rental income is recognized on a straight line basis over the term of the relevant lease. When the
Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease
separately. The sublease is classified as a finance or operating lease by reference to the right of-use asset
arising from the head lease. For operating leases, rental income is recognized on a straight line basis
over the term of the relevant lease.
(xviii) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction
costs) and the redemption amount is recognised in profit or Loss over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that
it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment
for liquidity services and amortised over the period of the facility to which it relates.
Preference shares, which are mandatorfly redeemable on a specific date, are classified as liabilities. The
dividends on these preference shares are recognised in profit or loss as finance cost.
The fair value of the liability portion of an optionally convertible bonds is determined using a market
interest rate for an equivalent non-convertible bonds. This amount is recorded as a liability on an
amortised cost basis until extinguished on conversion or redemption of the bonds. The remainder of
the proceeds is attributable to the equity portion of the compound instrument. This is recognised and
included in shareholders'' equity, net of income tax effects, and not subsequently re-measured.
Borrowings are removed from the balance sheet when the obligation specified in the contract is
discharged, cancelled or expired. The difference between the carrying amount of a financial liability
that has been extinguished or transferred to another party and the consideration paid, including any
non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other gains/(losses).
Where there is a breach of a material provision of a long-term loan arrangement on or before the end
of the reporting period with the effect that the liability becomes payable on demand on the reporting
date, the entity does not classify the liability as current, if the lender agreed, after the reporting period
and before the approval of the financial statements for issue, not to demand payment as a consequence
of the breach.
(xix) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where
there is a legally enforceable right to offset the recognised amounts and there is an intention to settle
on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right
must not be contingent on future events and must be enforceable in the normal course of business and
in the event of default, insolvency or bankruptcy of the Company or the counterparty.
(xx) Cash flow statement
Cash flows are reported using the indirect method as per IND AS: 7 âStatement of Cash Flowsâ, whereby
profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or
accruals of past or future cash receipts or payments.
The cash flows from operating, investing and financing activities of the Company are segregated based
on the available information.
(xxi) Rounding off
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakh
as per the requirement of Schedule III, unless otherwise stated.
(xxii) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker (CODM). The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating segments, has been identified as the
Director which makes strategic decisions
Capital work-in-progress comprises expenditure incurred on property, plant and equipment that are not yet ready
for their intended use at the reporting date. Such expenditure includes the cost of acquisition, construction, directly
attributable borrowing costs, and other direct expenses incurred in bringing the asset to its working condition for its
intended use.
Capital work-in-progress are carried at cost less any impairment losses, where applicable. Upon completion and when
the asset is ready for its intended use, the accumulated cost is transferred to the appropriate category of property, plant
and equipment Depreciation or amortisation commences when the asset is available for use in the manner intended
by management.
Employee Benefit Obligation
Defined contribution plans
During the year the Company has made defined contribution plans and is required to do so by any applicable Laws.
Gratuity
The company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are
in continuous service for a period of 5 years are eligible for gratuity. Every employee is entitled to a benefit equivalent
to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or
Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement,
whichever is earlier. The benefits vest after five years of continuous service. The Company''s gratuity liability is funded.
d) Objectives, policies and processes for managing capital.
The primary objective of the Company''s Capital Management is to maximise shareholders value. The Company
manages its capital to ensure that it will be able to continue as going concerns while maximizing the return to
stakeholders through the optimisation of the debt and equity balance. The Company''s policy is to maintain a
strong capital base so as to maintain investors, creditors and market confidence to sustain future development
of the business. For the purpose of the Company''s capital management, capital includes issued capital and other
equity reserves.
e) The members of the Company, at the Annual General Meeting held on September 19, 2025, approved the
âSystematix Employee Stock Option Scheme, 2025â (âESOP 2025â or âSchemeâ) for the grant up to 68,26,901 stock
options to eligible employees. Pursuant to this, the Nomination and Remuneration Committee, at its meeting held
on November 11, 2025, finalized the List of eligible employees and approved the grant of 7,43,908 stock options
under the Scheme. As on December 31, 2025, 720,530 options were âOutstanding ESOPsâ. During the quarter
ended March 31, 2026, 29,388 options lapsed, resulting in 6,91,142 as outstanding options as on March 31, 2026.
None of the granted options have been exercised during the quarter, therefore there has been no impact on the
paid-up equity share capital of the Company.
33 Assets pledged as security
The Company has taken a term Loan from yes bank against which residential property owned by Goldflag Exports
Private Limited is given as a security.
35 Segment revenue
Description
The company''s chief operating decision maker is the Managing Director (MD) who examines the company''s performance
both from a services and geographic perspective and has identified single reportable segment of its business. The
company is engaged in Merchant Banking services which falls within a single business segment. The segment revenue
is measured in the same way as in the statement of profit or loss.
The Company has a single operating segment that is âMerchant Bankingâ. Accordingly, the segment revenue, segment
results, segment assets and segment liabilities is reflected in the financial statements as of and for the financial year
ended 31st March 2026.
Information about primary business segment:
The Company''s business segment is âMerchant Bankingâ and it has no other primary reportable segments. Accordingly,
the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred
to acquire segment assets and total amount charge for depreciation during the period, is as reflected in the Financial
Statements as of and for the financial year ended 31st March 2026.
Information about geographical areas:
Since the business operations of the Group are primarily concentrated in India, the Group is considered to operate only
in the domestic segment.
38 Disclosure relating to Employee Stock Option Purchase Plan
The members of the Company, at the Annual General Meeting held on September 19, 2025, approved the âSystematix
Employee Stock Option Scheme, 2025â (âESOP 2025â or âSchemeâ) for the grant up to 68,26,901 stock options to
eligible employees. Pursuant to this, the Nomination and Remuneration Committee, at its meeting held on November
11, 2025, finalized the List of eligible employees and approved the grant of 7,43,908 stock options under the Scheme.
As on December 31, 2025, 720,530 options were âOutstanding ESOPsâ. During the quarter ended March 31, 2026,
29,388 options lapsed, resulting in 6,91,142 as outstanding options as on March 31, 2026. None of the granted options
have been exercised during the quarter, therefore there has been no impact on the paid-up equity share capital of the
Company.
The fair value of options have been estimated on the date of grant using BLack-Scholes model as under:
The key assumptions used in Black- Scholes model for calculating fair value are as under:
This section explains the judgements and estimates made in determining the fair values of the financial instruments
that are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide
an indication about the reliability of the inputs used in determining fair value, the company has classified its
financial instruments into the three levels prescribed under the accounting standard. An explanation of each level
is given below:
The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on
the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active
market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level
3 measurements).
There were no transfers between any levels during the year
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on entity-
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included
in level 3. This is the case for unlisted equity securities, preference shares and debentures which are included in
level 3.
During the year there were no transfers between level 1 and level 2. Similarly there were no transfer from or
transfer to level 3.
40 Financial risk management
The Company''s business activities expose it to a variety of financial risks, namely credit risk and Liquidity risk.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the Company''s receivables from customers and
investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit
exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to
the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses
in financial assets.
(ii) Liquidity risk:
Liquidity risk is the risk that the Company will fail in meeting its obligations associated with its financial liabilities.
The Company''s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities
when due without incurring unacceptable losses. In doing this, management considers both normal and stressed
conditions. A material and sustained shortfall in our cash flow could undermine the Company''s credit rating and
impair investor confidence.
(iii) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises two types of risk: interest rate risk and price risk. Financial
instruments affected by market risk include borrowings and investments measured at FVTPL.
Sensitivity
Profit or loss is sensitive to higher / lower interest expense as a result of changes in interest rates. A 20 basis
point increase or decrease is used when reporting interest rate risk internally to key management personnel and
represents management''s assessment of the reasonably possible change in interest rates. With all other variables
held constant, the Company''s profit before tax will be impacted by a change in interest rate as follows:
Sensitivity
Profit or loss is sensitive to fair value change in investment value as a change in market price. A 10 percentage
increase or decrease is used when reporting price risk internally to key management personnel and represents
management''s assessment of the reasonably possible change in price risk. With all other variables held constant,
the Company''s profit before tax will be impacted by a change in price as follows:
41 Capital management
Risk management
Equity share capital, other equity and secured borrowings from the banks are considered for the purpose of Company''s
capital management. The Company aims to manage its capital efficiently so as to safeguard its ability to continue
as a going concern and to optimise returns to its shareholders. The capital structure of the Company is based on
management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day
needs. The Company considers the amount of capital in proportion to risk and manages the capital structure in light of
changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the
capital structure, the Company may borrow from external parties such as banks or financial institutions. The Company''s
policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain shareholder,
creditor and stakeholder confidence to sustain future development and growth of its business. The Company will take
appropriate steps in order to maintain, or if necessary adjust, its capital structure.
42 Disclosure related to funds borrowed from banks and financial institutions
The Company has no borrowings from banks or financial institutions on the basis of security of current assets.
43 Wilful Defaulter
The company is not declared wilful defaulter by any bank or financial Institution or other lender as on 31st March,
2026.
44 Relationship with Struck off Companies
The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956 as on 31st March, 2026.
45 Registration of charges or satisfaction
There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period i.e.
31st March, 2026
46 Compliance with number of layers of companies
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017
Dividends paid during the year ended March 31, 2026 include an amount of Rs 0.1 per equity share towards final
dividend for the year ended March 31, 2025. On 19th September, 2025, the Shareholders of the Company have declared
final dividend of Rs 0.1 per share in respect of the year ended March 31, 2025.
On 29th April, 2026, The Board of Directors of Systematix Corporate Services Limited, have recommended a Dividend
for the financial year ended on 31/03/2026 @ 10% (i.e. Rs 0.1/-) per equity share (Previous Year - @ 10%, i.e. Rs 0.1/- per
equity share) to the equity shareholders. The Dividend will be paid after the approval of shareholders at ensuing Annual
General Meeting. The date of book closure for the entitlement of such dividend and Annual General Meeting shall be
decided and informed in due course of time.
49 Corporate Social Responsibility (CSR)
The company is covered under section 135 of the companies act, 2013 as on 31st March,2026. During the year the
company has spent Rs 44.07 lakh on CSR activity as approved by CSR committee.
Pursuant to the application of Section 135 of the Act and the Rules framed , the company is required to spend at least
two per cent of the average net profits of the company made during the three immediately preceding financial years
as per the activities which are specified in Schedule VII of the Act and the Company has decided to spend the amount
by way of contribution to a Trust. The disclosure as required by the Guidance Note on Accounting for Expenditure on
Corporate Social Responsibility Activities issued by the Institute of Chartered Accounts of India are as follows
50 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year as on 31st
March, 2026.
51 Utilisation of Borrowed funds and share premium
A) During the year, the company has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries)
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(B) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party(Ultimate Beneficiaries)
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
52 Exceptional Items
On November 21, 2025, The Government of India notified provisions of the Code on Wages, 2019, The Industrial
Relations Code, 2020, The Code on Social Security, 2020 and The Occupational Safety, Health and Working Conditions
Code, 2020, (âLabour Codes'') which consolidate twenty-nine existing labour laws into a unified framework governing
employee benefits during employment and post employment. The Labour Codes, amongst other things introduces
changes, including a uniform definition of wages and enhanced benefits relating to Leave. The Company has assessed
the financial implications of these changes which has resulted in increase in gratuity liability arising out of past service
cost by '' 11.04 Lakh. Considering the impact arising out of an enactment of the new Legislation is an event of non¬
recurring nature, The Group as presented this incremental amount as âImpact of Labour Codesâ under âExceptional
Itemâ in the Condense Consolidated Statement of Profit and Loss for the quarter and year ended March 31, 2026. The
Group continues to monitor the developments pertaining to Labour Codes and will evaluate impact if any on the
measurement of liability pertaining to employee benefits.
Defined contribution plans
During the year the Company has made defined provident fund contribution plans and is not required to do so by any applicable Laws.
Gratuity- Defined Benefit Obligation
The company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. The Company''s gratuity liability is funded.
The company has carried out the actuarial valuation of Gratuity liability under actuarial principle, in accordance with Ind AS 19 - Employee Benefits.
(*) Pursuant to Sub-division/SpLit of 1 (One) Equity Share of the Company having a face value of Rs. 10/- (Rupees Ten only) each fully paid up into 10 (Ten) Equity Shares having a face value of Re. 1/- (Rupee One only) each fully paid up
Pursuant to the member''s approval received in the Annual General Meeting held on September 26, 2024 for sub-division/split of equity shares of the company, the Board of Directors of the 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 Rs. 10/- (Ten) each into 10 (Ten) equity shares having face value of Rs. 1/- (One) each. Accordingly, with effect from November 05, 2024 the revised face value is Rs. 1/- per share and the new ISIN with effect from November 05, 2024 is INE356B01024.
(#) On November 14, 2024 the Company has allotted 67,35,430 Equity Shares of face value of Rs. 1/- each fully paid-up (âEquity Sharesâ) 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 as amended (âSEBI ICDR Regulationsâ), and other applicable laws, at a price of Rs. 153.10/- (Rupees One Hundred Fifty-Three and Ten paise) per Equity Share (including Premium of Rs. 152.10/-). Pursuant to sub-division /split and allotment of the shares the number of shares increase from 1,29,80,258 to 13,65,38,010 and paid up share capital from Rs 1,298.03 lakh to Rs 1,365.38 lakh.
b) Rights, preferences and restrictions attached to equity shares
The Equity shares of the Company having par value of Rs 1 - /per share rank paripassu in all respects ,including voting rights, dividend entitlement and repayment of capital.
d) Objectives, policies and processes for managing capital.
The primary objective of the Company''s Capital Management is to maximise shareholders value. The Company manages its capital to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the optimisation of the debt and equity balance. The Company''s policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence to sustain future development of the business. For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves.
Nature and purpose of each reserve
Capital Reserve Capital reserve is created out of Share Warrant forfeited in FY 2008-09
Securities Premium is used to record the premium on issue of shares and can be utilised in accordance with the provisions of the Companies Act, 2013.During the current year, the Company, has successfully completed preferential allotment and has allotted 67,35,430 Equity Shares of face
Securities Premium
value of Rs. 1/- each fully paid-up ( Equity Sharesâ) at a price of Rs. 153.10/- (Rupees One Hundred Fifty-Three and Ten paise) per Equity Share (including Premium of Rs. 152.10/-) which resulted increase in share premium by Rs 10,224.59 lakh.
General Reserve General Reserve is created out of Profit and Loss account surplus balance generated every year
r ti d i The balance in retained earnings primarily represents the surplus after payment of dividend eaine earnings (including tax on dividend) and transfer to reserves.
|
30 |
Contingent liabilities and commitment |
C in Lakhs) |
||
|
Particulars |
As at 31 March 2025 |
As at 31 March 2024 |
||
|
(i) Contingent liabilities: |
||||
|
Income Tax Demand Contested in Appeals-Assessment year 2017-18 |
19.03 |
19.03 |
||
|
Appeal filed before Commissioner of Income Tax Appeals |
||||
|
On account of guarantees given to Banks on behalf of Group Companies |
5,500.00 |
4,000.00 |
||
31 Assets pledged as security
The Company has taken a term Loan from yes bank against which residential property owned by Goldflag Exports Private Limited is given as a security.
33 Segment revenue Description
The company''s chief operating decision maker is the Director who examines the company''s performance both from a services and geographic perspective and has identified single reportable segment of its business. The company is engaged in Merchant Banking services which falls within a single business segment. The segment revenue is measured in the same way as in the statement of profit or loss.
The Company has a single operating segment that is âMerchant Bankingâ. Accordingly, the segment revenue, segment results, segment assets and segment liabilities is reflected in the financial statements as of and for the financial year ended 31st March 2025
Information about primary business segment:
The Company''s business segment is âMerchant Bankingâ and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount charge for depreciation during the period, is as reflected in the Financial Statements as of and for the financial year ended 31st March 2025
Information about geographical areas:
Since the business operations of the Group are primarily concentrated in India, the Group is considered to operate only in the domestic segment.
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is given below:
The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements).
There were no transfers between any levels during the year
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. This is the case for unlisted equity securities, preference shares and debentures which are included in Level 3.
During the year there were no transfers between level 1 and level 2. Similarly there were no transfer from or transfer to level 3.
37 Financial risk management
The Company''s business activities expose it to a variety of financial risks, namely credit risk and liquidity risk.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
The Company has exposure to credit risk from a limited customer group on account of specialised nature of business, i.e., port services provided by the Company. The Company ensures concentration of credit does not significantly impair the financial assets. The Company, based on the credit information available with its, has provided expected credit loss. Rest of the exposure is to the Customers which are well established and from reputed industries.
(ii) Liquidity risk:
Liquidity risk is the risk that the Company will fail in meeting its obligations associated with its financial liabilities. The Company''s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in cash flow could undermine the Company''s credit rating and impair investor confidence.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and price risk. Financial instruments affected by market risk include borrowings and investments measured at FVTPL.
38 Capital management
Risk management
Equity share capital, other equity and secured borrowings from the banks are considered for the purpose of Company''s capital management. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders. The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company considers the amount of capital in proportion to risk and manages the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may borrow from external parties such as banks or financial institutions. The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain shareholder, creditor and stakeholder confidence to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
39 Disclosure related to funds borrowed from banks and financial institutions
The Company has no borrowings from banks or financial institutions on the basis of security of current assets
40 Wilful Defaulter
The company is not declared wilful defaulter by any bank or financial Institution or other lender as on 31st March, 2025
41 Relationship with Struck off Companies
The company does not has transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 as on 31st March,2025.
42 Registration of charges or satisfaction
There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period i.e. 31st March, 2025
43 Compliance with number of layers of companies
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017
Dividends paid during the year ended March 31, 2025 include an amount of Rs 1 per equity share towards final dividend for the year ended March 31, 2024. On 26th September, 2024, the Board of Directors of the Company have declared final dividend of Rs 1 per share in respect of the year ended March 31, 2024.
On 16th May, 2025, The Board of Directors of Systematix Corporate Services Limited, have recommended a Dividend for the financial year ended on 31/03/2025 @ 10% (i.e. Rs 0.1/-) per equity share (Previous Year - @ 10%, i.e. Rs 1/- per equity share) to the equity shareholders. The Dividend will be paid after the approval of shareholders at ensuing Annual General Meeting. The date of book closure for the entitlement of such dividend and Annual General Meeting shall be decided and informed in due course of time.
46 Corporate Social Responsibility (CSR)
The company is covered under section 135 of the companies act, 2013 as on 31st March,2025. During the year the company has spent Rs 32.57 lakh on CSR activity as approved by CSR committee.
Pursuant to the application of Section 135 of the Act and the Rules framed , the company is required to spend at least two per cent of the average net profits of the company made during the three immediately preceding financial years as per the activities which are specified in Schedule VII of the Act and the Company has decided to spend the amount by way of contribution to a Trust. The disclosure as required by the Guidance Note on Accounting for Expenditure on Corporate Social Responsibility Activities issued by the Institute of Chartered Accounts of India are as follows
47 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year as on 31st March, 2025.
48 Utilisation of Borrowed funds and share premium
A) During the year, the company has not advanced or Loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries)
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(B) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party(Ultimate Beneficiaries)
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
Defined contribution plans
During the year the Company has not made any defined contribution plans and is not required to do so by any applicable Laws.
The company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. The Company''s gratuity liability is funded.
The company has carried out the actuarial valuation of Gratuity liability under actuarial principle, in accordance with Ind AS 19 - Employee Benefits.
b) Rights, preferences and restrictions attached to equity shares
The Equity shares of the Company having par value of Rs 10 - /per share rank paripassu in all respects, including voting rights, dividend entitlement and repayment of capital.
d) Objectives, policies and processes for managing capital.
The primary objective of the Company''s Capital Management is to maximise shareholders value. The Company manages its capital to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the optimisation of the debt and equity balance. The Company''s policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence to sustain future development of the business. For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves.
Nature and purpose of each reserve
Capital Reserve Capital reserve is created out of Share Warrant forfeited in FY 2008-09.
Securities premium represents the surplus of proceeds received over the face value of shares, at
Securities Premium
the time of issue of shares.
General Reserve General Reserve is created out of Profit and Loss account surplus balance generated every year.
r ti d i The balance in retained earnings primarily represents the surplus after payment of dividend eaine earnings (including tax on dividend) and transfer to reserves.
|
32 |
Contingent liabilities and commitment |
(? in Lakhs) |
|
|
Particular |
As at 31 March 2024 |
As at 31 March 2023 |
|
|
(i) Contingent liabilities: |
|||
|
Income Tax Demand Contested in Appeals-Assessment year 2017-18 |
19.03 |
19.03 |
|
|
Appeal filed before Commissioner of Income Tax Appeals |
|||
|
On account of guarantees given to Banks on behalf of Group Companies |
4,000.00 |
10,400.00 |
35 Segment revenue Description
The company''s chief operating decision maker is the Managing Director (MD) who examines the company''s performance both from a services and geographic perspective and has identified single reportable segment of its business. The company is engaged in Merchant Banking services which falls within a single business segment. The segment revenue is measured in the same way as in the statement of profit or loss.
The Company has a single operating segment that is âMerchant Bankingâ. Accordingly, the segment revenue, segment results, segment assets and segment liabilities is reflected in the financial statements as of and for the financial year ended 31 March 2024.
Information about primary business segment:
The Company''s business segment is âMerchant Bankingâ and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount charge for depreciation during the period, is as reflected in the Financial Statements as of and for the financial year ended 31 March 2024.
Information about geographical areas:
The Company caters to the needs of the domestic market and hence there are no reportable geographical segments for the financial year ended 31 March 2024.
ALL related party transactions entered during the year were in ordinary course of business and are on arm''s Length basis.
The Company had taken a Building on operating lease for using as office space till previous year.
(a) Amount recognised in balance sheet
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is given below:
The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements).
There were no transfers between any levels during the year.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, preference shares and debentures which are included in level 3.
During the year there were no transfers between level 1 and level 2. Similarly there were no transfer from or transfer to level 3.
The Company''s business activities expose it to a variety of financial risks, namely credit risk and Liquidity risk.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
The Company has exposure to credit risk from a limited customer group on account of specialised nature of business, i.e., port services provided by the Company. The Company ensures concentration of credit does not significantly impair the financial assets. The Company, based on the credit information available with its, has provided expected credit loss. Rest of the exposure is to the Customers which are well established and from reputed industries.
(ii) Management of liquidity risk:
Liquidity risk is the risk that the Company will fail in meeting its obligations associated with its financial liabilities. The Company''s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Company''s credit rating and impair investor confidence.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk, currency risk and price risk. Financial instruments affected by market risk include borrowings and investments measured at FVTPL.
Profit or loss is sensitive to higher / lower interest expense as a result of changes in interest rates. A 20 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates. With all other variables held constant, the Company''s profit before tax will be impacted by a change in interest rate as follows:
Profit or loss is sensitive to fair value change in investment value as a change in market price. A 10 percentage increase or decrease is used when reporting price risk internally to key management personnel and represents management''s assessment of the reasonably possible change in price risk. With all other variables held constant, the Company''s profit before tax will be impacted by a change in price as follows:
Risk management
Equity share capital, other equity and secured borrowings from the banks are considered for the purpose of Company''s capital management. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders. The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company considers the amount of capital in proportion to risk and manages the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may borrow from external parties such as banks or financial institutions. The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain shareholder, creditor and stakeholder confidence to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
41 Disclosure related to funds borrowed from banks and financial institutions
The Company has no borrowings from banks or financial institutions on the basis of security of current assets.
The company is not declared willful defaulter by any bank or financial Institution or other lender as on 31st March,2024.
43 Relationship with Struck off Companies
The company has transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 as on 31st March,2024.
44 Registration of charges or satisfaction
There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period i.e. 31st March, 2024.
45 Compliance with number of layers of companies
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
47 Corporate Social Responsibility (CSR)
The company is covered under section 135 of the companies act, 2013 as on 31st March,2024.
48 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year as on 31st March, 2024.
49 Utilisation of Borrowed funds and share premium
The Company has not advanced or Loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding regarding utilisation of borrowed funds and share premium.
Employee Benefit Obligation Defined contribution plans
During the year the Company has not made any defined contribution plans and is not required to do so by any applicable laws.
Gratuity
The company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. The Company''s gratuity liability is funded.
d) Objectives, policies and processes for managing capital.
The primary objective of the Company''s Capital Management is to maximise shareholders value. The Company manages its capital to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the optimisation of the debt and equity balance. The Company''s policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence to sustain future development of the business. For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves.
34 Segment revenue Description
The company''s chief operating decision maker is the Managing Director (MD) who examines the company''s performance both from a services and geographic perspective and has identified single reportable segment of its business. The company is engaged in Merchant Banking services which falls within a single business segment. The segment revenue is measured in the same way as in the statement of profit or loss.
The Company has a single operating segment that is âMerchant Bankingâ. Accordingly, the segment revenue, segment results, segment assets and segment liabilities is reflected in the financial statements as of and for the financial year ended 31 March 2023
Information about primary business segment:
The Company''s business segment is âMerchant Bankingâ and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount of charge for depreciation during the period, is as reflected in the Financial Statements as of and for the financial year ended 31 March 2023
Information about geographical areas:
The Company caters to the needs of the domestic market and hence there are no reportable geographical segments for the financial year ended 31 March 2023
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is given below:
The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements).
There were no transfers between any levels during the year
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, preference shares and debentures which are included in level 3.
During the year there were no transfers between level 1 and level 2. Similarly there were no transfer from or transfer to level 3.
The Company''s business activities expose it to a variety of financial risks, namely credit risk and liquidity risk.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
The Company has exposure to credit risk from a limited customer group on account of specialised nature of business, i.e., port services provided by the Company. The Company ensures concentration of credit does not significantly impair the financial assets. The Company, based on the credit information available with its, has provided expected credit loss. Rest of the exposure is to the Customers which are well established and from reputed industries.
(ii) Management of liquidity risk:
Liquidity risk is the risk that the Company will fail in meeting its obligations associated with its financial liabilities. The Company''s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Company''s credit rating and impair investor confidence.
Risk management
Equity share capital, other equity and secured borrowings from the banks are considered for the purpose of Company''s capital management. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders. The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company considers the amount of capital in proportion to risk and manages the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may borrow from external parties such as banks or financial institutions. The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain shareholder, creditor and stakeholder confidence to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
40 Disclosure related to funds borrowed from banks and financial institutions
The Company has no borrowings from banks or financial institutions on the basis of security of current assets
The company is not declared wilful defaulter by any bank or financial Institution or other lender as on 31st March,2023
42 Relationship with Struck off Companies
The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 as on 31st March,2023.
43 Registration of charges or satisfaction
There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period i.e. 31st March, 2023
44 Compliance with number of layers of companies
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017
46 Corporate Social Responsibility (CSR)
The company is covered under section 135 of the companies act, 2013 so 6.41 as on 31st March,2023.
47 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year as on 31st March, 2023.
49 Utilisation of Borrowed funds and share premium
The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding regarding utilisation of borrowed funds and share premium
(1) Redeemable at the end of the 20th year at par out of the profits available for distribution as dividends or out of proceeds of a fresh issue of shares made for the Purpose of redemption.
2) 2 70 00 000 Preference Shares of face value of Rs 10/- each were allotted on 30.03.2015 for consideration other than cash being conversion of unsecured loan from M/S Superstar Exports Private Limited
3) Related Party Transactions :
I) Names of Transacting Related Parties
A) Wholly Owned Subsidiaries
- Systematix Fincorp India Limited
- Systematix Finvest Private Limited
- Systematix Shares and Stocks (India) Limited
- Systematix Commodities Services Private Limited
- Systematix Ventures Private Limited
B) Presumption of Significance Influence (I) Companies
- Systematix Capital Services Private Limited -Ceepeek Real Estate Private Limited -Rangsharda Properties Private Limited -Shubham Mangalam Real Estate Pvt Limited -Snehavardhini Properties Pvt Limited
-Tek Point Properties Private Limited
-Funsign Real Estate Pvt Limited -Superstar Exports Private Limited.
-Topcity Trading Company Private Limited -Riteplaza Trading Company Private Limited -Magicline Trading Company Private Limited -Goldflag Exports Private Limited -Goldlife Trading Company Private Limited -Thirdwave Mercantile Company Private Limited -Shiv Shakti Real Estate Pvt Limited -Nikunj Mercantile Private Limited -Systematix Assets Management Company Pvt Ltd -Wonder dream Realtors Private Limited
- Systematix Distributions Services Pvt Limited -Perspire Builders & Developers Private Limited
Partnership Firms/LLPâs
Sterling Dreamworks Partners LLP Divisha Real Estate Advisors LLP Divisha Realty LLP Divisha Developers LLP Mahesh solanki & Co
Key Managerial Personnel
Mr. C.P. Khandelwal, Mr. Shree Prakash Mundra (Resigned w.e.f 12.02.2018), Vrunda Dhanesha
II) A description of the relationship between related parties: Presumption of Significant Influence.
III) Transaction detail
4) Employee Benefits:
The Company has adopted AS 15-Employee Benefits during the current year, corresponding previous year information does not arise
5. Figures for the previous year have been re-grouped wherever necessary, to conform to Current year classification.
CONTINGENET LIABILITIES
Contingent Liabilities on account of 1075000000 1085000000 Guarantees given to
banks on behalf of Group Companies
Total 1075000000 1085000000
NOTE : 2 Figures for the previous year have been re-grouped wherever necessary, to conform to Current year classification.
I) Names of Transacting Related Parties
A) Wholly Owned Subsidiaries
- gystematix Fincorp India Limited
- Systematic Fin vest Private Limited
B) Subsidiary Company
- Systematic Shares & Stocks (I) Limited
C) Step Subsidiary
- Systematise Commodities Services Private Limited
- Systematix Distributions Services Pvt Limited
D) Associate and Group Companies
- Systematix Capital Services Private Limited
- Ceepenk Real E&Ute Limited
- Rangsharda Properties Private Limited
- Shubham Mangalam Real Estate Pvt Limited
- Snehavardhini Properties Pvt Limited
- Tek Point Properties Private Limited
- Fuiisign Real Estate Pvt Limited
- Superstar Exports Private Limited.
- Topcity Trading Company Private Limited
- Riteplaza Trading Company Private Limited
- Magicline Trading Company Private Limited
- Goldflag Exports Private Limited
- Goldlife Trading C om pany Private Lira
- Thirdwave Mercantile Company Private Limite
- SQL Star International Limited
- Shiv Shakti Real Estate Pvt Limited
- Management Company Pvt. Limited
- Nikunj Mercantile Private Limited
- Siena Infotainment Pvt limited
- Southern Wind farm Limited
- Unicorn infra projects and Estates Pvt limited
- DDPL Giobal Infrastructure Pvt Limited
- Skittish Realtors Pvt Umiled
- Perspire Buiiders & Developers Pvt limited
Contingent Liabilities on account of Guarantees given to banks o behalf Group Companies 885000000 875000000 37950
2) Related Party Transactions:
I) Names of Transacting Related Parties
A) Wholly Owned Subsidiaries
- Systematix Fincorp India Limited
- Systematix Finvest Private Limited
B) Subsidiary Company
- Systematix Shares & Stocks (I) I imitate
- Systematix Commodities Services Private Limited
C) Associate and Group Companies
- Systematix Capital Services Private Limited
- CEEPEEK Real Estate Limited
- Rangsharda Properties Private Limited
- Shubhamangalam Real Estate Limited
- Snehavardhini Real Estate Limited
- Tek Point Properties Private Limited
- Funsign Real Estate Limited
- Superstar Exports Private Limited.
- Topcity Trading Company Private Limited
- Riteplaza Trading Company Private Limited
- Magicline Trading Company Private Limited
- Goldflag Exports Private Limited
- Goldline Trading Company Private Limited
- Third wave Merchantville Company Private Limited
- SQL Star International Limited
- Shivsakthi Real-estate Limited
- Southern Wind Farm Limited
- Nikunj Mercantile Private Limited
Entities where Control Exists
- Mahesh C Solanki & Co
Key Manageriul Personnel Mr.C.P.Khandelwal
Mr.Kamesh Kaizada
3. The Financial Statements for the year ended March 31, 2011 were prepared as per the then applicable, pre revised schedule VI to the Companies Act, 1956. The Financial statements for the year ended March 31, 2012 have been prepared as per Schedule VI. Accordingly the previous year figures have been reclassified to confirm to current years classifications.
i) During the year the company has allotted 4 43 758 nos of equity shares of the face value of Rs 10/-eacli at Rs 250/- pei sliaie and 3 03 667 nos of Optionally Fully convertible Debenture (OFCD''S) face value of Rs 250/- (Rs: Two hundred and Fifty only) to the shareholders of Systematix Shares & Stocks (1) Limited (SSSIL) as a Consideration against acquisition of 29 89 700 nos shares of SSSIL.
ii) OFCD,s are allotted on 24/03/2011 and carry a conpon rate of 6%.
iii) OFCD, s will be convertible in to one equity share of the company at the option of the OFCD, s holder within period of 18 Months from the date of allotment of the OFCD,5 failing which ihe OFCD,s will be eligible for redemption at the par value of Rs 250/- per OFCD.s at the end of the said 18 Months.
Rs in lakhs
31.3.2011 31.03.3010
2) Contingent Liabilities:
Contingent Liabilities on account of Guarantees given to banks o behalf Group Companies 8750 6800
Amount in Rs.
31.3.2011 31.03.2010
3) Auditors Remuneration:
Statutory Audit 40000 37950
4) The management has initiated the proccss of identifying enterprises which have provided goods and services to the company under the definition of micro and small enterprises, as defined under Macro, Small and Medium enterprises Development Act,2006. Accordingly the disclosure in respect of amounts payable to such enterprises as at March 31,2011 has been made in the financial statements based on the information rcccivcd and available with the company. The Company has nol received any claim for interest from any supplier under the said Act
The Company is making efforts to get the confirmation from the suppliers as regards their status under the Act.
5) Loans and advances include
i) Amount due form Private Companies in which one or more directors of the Company are interested.
Excess remuneration paid during the year Reversed and Since Recovered from director.
6) (a) Managerial remuneration under section 198 of the Companies Act, 1956
Remuneration to Managerial personal, paid in accordance with Schedule XIII to Companies Act, 1956
7) Related Party Transactions:
I) Names of Transacting Related Parties
A) Wholly Owned Subsidiaries
- Systematix Fincorp India Limited
- Systematix Finvest Private Limited
B) Subsidiary Company
- Systematix Shares & Stocks (I) I imitetl
- Systematix Commodities Services Private Limited
C) Associate and Group Companies
- Systematix Capital Services Private Limited
- CEEPEEK. Real Estate Limited
- Rangsharda Properties Private Limited
- Shubhamangalam Real Estate Limited
- Snehavardhini Real Estate Limited
- Tek Point Properties Private Limited
- Funsign Real Estate Limited
- Superstar Exports Private Limited.
- Topcity Trading Company Private Limited
- Riteplaza Trading Company Private Limited
- Magicline Trading Company Private Limited
- Goldflag Exports Private Limited
- Goldline Trading Company Private Limited
- Third wave Merehantile Company Private Limited
- SQL Star International Limited
- Shivsakthi Realestate Limited
- Southern Wind Farm Limited
- Nikunj Mercantile Private Limited
Entities where Control Exists
- Mahesh C Solanki & Co
Key Manageriul Personnel Mr.C.P.Khandelwal
Mr.Kamesh Kaizada
8) The Company has nol obtained Confirmation of balance from Sundry Debtors, Loans and advances, Sundry creditors.
9) Previous year figures have been regrouped wherever necessary.
10) Paise have been rounded off to the nearest rupee.
11) Other items required to be disclosed to per Para 4A,4C & 4D of Part II of Schedule VI of the Companies Act, 1956 Nil.
31.03.2010 31.03.2009
1) Contingent Liabilities:
Contingent Liabilities on account of Guarantee given to banks group Companies 6800 9480
2) The management has initiated the process of identifying enterprises which have provided goods and services to the company under the definition of micro and small enterprises, as defined under Macro,Small and Medium enterprises Development Act,2006.Accordingly the disclosure in respect of amounts payable to such enterprises as at march 31,2010 has been made in the financial statements based on the information received and available with the company. The Company has not received any claim for interest from any supplier under the said Act.
3) Related Party Transactions:
I) Names of Transacting Related Parties
A) Wholly Owned Subsidiaries
-Systematix Fincorp India Limited
B) Associate and Group Companies
- Systematix Shares & stocks (I) Limited
- Systematix Capital Services Private Limited -Systematix Commodities Services Private Limited -CEEPEEK Real Estate Limited -Rangsharda properties Private Limited -Shubhamangalam real Estate Limited -Snehavardhini Real Estate Limited
-Tek Point Properties Private Limited -Funsign Real estate Limited
- Superstar exports Private Limited. -Topcity trading Company private Limited -Riteplaza trading Company Private Limited -Magicline Trading Company private Limited -Goldflag export:, Private Limited -Goldline Trading Company Private Limited -Thirdwave merchantile Company Private Limited -SQL Star International Limited
-Shivsakthi Realestate Limited -Southern wind farm Limited -Nikunj Mercantile Private Limited Entities where Control Exists
- Mahesh C Solanki & Co Key Managerial Personnel
Mr.C.P.Khandelwal Mr.Ramesh
II) A description of the relationship between related parties: Presumption of Significant Influence.
4) The Company has not obtained confirmation of balance from Sundry Debtors, Loans and advances, sundry creditors.
5) Previous year figures have been regrouped wherever necessary,
6) Paise have been rounded off to the nearest rupee.
7) Other items required to be disclosed as per Para 4A, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956 Nil.
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