syschem india ltd share price Directors report


Dear Members,

The Directors have pleasure in presenting before you the 30th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2023.

FINANCIAL RESULTS :

The financial results of the Company for the year under review are summarized for your consideration:

Particulars

2022-2023 (Amount in Lakh) 2021-2022 (Amount in Lakh)

Gross Income

13037.68 6563.29

Expenses

12447.44 6793.24

Profit / Loss Before Interest and Depreciation

887.29 68.07

Interest

1.96 27.33

Depreciation

270.26 258.06

Exceptional Item

Net Profit / (Loss) Before Tax

615.07 (217.32)

Provision for Tax

Deferred Tax

163.76 46.60

Net Profit / (Loss) After Tax

451.31 (170.72)

STATE OF COMPANYS AFFAIRS BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / HIGHLIGHTS / OPERATIONS

During the year under review, your Company registered total revenue of 13062.51 lakhs as compared to last year figure as 6575.92 Lakhs respectively. The net profit of the Company this year is Rs. 451.31Lakhs as compared to previous year where Company incurred a loss of Rs 170.72 Lakhs due to management optimistic approach Company is able to grow and convert its losses into profits.

DIVIDEND :

Your Directors have not recommended any dividend in the current financial year.

GENERAL RESERVE:

The Company has not transferred any amount to any reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTEC TION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as there were no amounts due to be transferred to the fund during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Suninder Veer Singh(DIN:07693557), Whole Time Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mrs. Jasvirkaur Daljeetsingh Sidku resigns, DIN: 08321273, resigned due to fulltime work assignment, the attendance time constraint has compelled her to resign from the position on 20 January, 2023 and the Board has accepted the resignation with effect from 21st of January, 2023.

Mr. Rahul Goyat, the Director of the Company having DIN: 08602881 also resigned from the position on 20 January, 2023 and Board has accepted the resignation in the Board Meeting dated 21st of January, 2023. The reason for the resignation was due to personal engagement of the Directors.

All he Directors who resigned from the Board confirmed that the reason of resignation was personal and there is no other material reason for the same.

The Board places on record then sincere appreciation for the usefiil services provided by them during their tenure as director.

Dining the year due to resignation of Independent directors, new directors were appointed in the Company on 2nd of November, 2022 namely as:

Particulars

DIN No Designation

Arshdeep Kaur

08056826 Director

Renu Rawat

08161739 Director

Mr. Ranjan Jain continues to hold office as the Managing Director.

Mr. Suninder Veer Singh continues to hold office as Whole time Director

Mrs. Neena Batra, the Non Executive, women Director of the Company continues to hold the office. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read with Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements), 2015.

The Independent Directors have confirmed the compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Director) Rule, 2014 as amended from time to time.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name

Designation

Mr. Ranjan Jain

Managing Director

Mr. Suninder Veer Singh

Whole Time Director

Ms. ShikhaKataria

Company Secretary

Mr. Sanjeev Agrawal

Chief Financial Officer

SHARE CAPITAL

The Authorized capital of the Company is Rs. 34,00,00,000 comprising of 3,20,00,000 equity shares of Rs. 10/- each and 2,00,00,000 preference shares of Rs. 1/- each. Issued, paid up and subscribed Share Capital of the Company is Rs. 31,89,04,000 comprising of 3,18,90,400shares of Rs. 10/- each . During the year the Company has increased the authorized share Capital as under:

• From 30,00,00,000/- (Rupees Thirty Crore Only) divided into 2,80,00,000/- (Two Crore Eighty Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each and 2,00,00,000/- Preference Shares of Rs 1/- each to Rs. 34.00,00,000/- (Rupees Thirty Four Crore only) divided into 3,20,00,000 equity shares of Rs 10/- each and 2,00,00,000/- Preference Shares of Rs.l/- each by the creation of additional 40,00,000 (Forty Lakhs only) equity shares of Rs.l0/-(Ten only) each after approval from the shareholders in the Extra Ordinary General Meeting dated 17th June, 2022

• During the year Company has allotted 55,00,000 (Fifty Five lakh only) Equity shares of Rs 10/- each through Preferential Issue of shares and 31,00,000(Thirty one Lakh) Equity shares upon conversion of Convertible Warrants of Rs. 10 each.

? The Company has not bought back any of its securities during the year under review.

? The Company has not issued any Sweat Equity Shares dining the year under review.

? No Bonus Shares were issued during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSALI ACT. 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and eveiy employee of the Company. The Company has in place “Policy for Prevention and Redressal of Sexual Harassment” in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as ‘the said Act) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office of the Company to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21 & 22 of the aid Act, the Report in details of the number of cases filed under Sexual Harassment and then disposal for the financial year under review, is as under:

Sr. N(

No. of cases pending as on the No. of complaints filed No. of cases pending as on
beginning of the financial year dining the financial the end of the financial
under review year under review year under review

1.

NIL NIL NIL

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The Company has increased the Authorized share Capital of the Company as:

• From Rs. 34,00,00,000/- (Rupees Thirty Four Crore Only) divided into 3,20,00,000/- (Thirty Two Crore only) equity shares of Rs. 10/- (Rupees Ten only) each and 2,00,00,000/- Preference Shares of Rs 1/- each to Rs. 50,00,00,000/- (Rupees Fifty Crore only) divided into 4,80,00,000 equity shares of Rs 10/- each and 2,00,00,000/- PreferenceSharesofRs.l/-each by approval of shareholders in the e- voting through Postal Ballot dated 19th day of April, 2023.

The Company has taken approval from the shareholders for the Material Related Party Transactions and started transactions with two more parties with the related parties namely:

• JBK Khokhani& Co: Related with the Promoters of the Company.

• Indosol Export: related with the Promoters of the Company

The Company has initiated the process of Right issue and the approval of the same was taken in the Board Meeting dated 4th of July, 2023.

As the Coup any meets the threshold limit as prescribed under Section 135 of the Companies Act, 2013 as on 31st March, 2023, Corporate Social Responsibility became applicable to the company and Coup any constituted the CSR Committee.

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

The company has initiated the process of Right issue and the approval of the same was taken in the Board Meeting dated 4th July, 2023. The Board approved the proposal for the issuance of equity shares of a face value of Rs. 10 for an amount not exceeding Rs. 31, 90, 00,000/- through right issue to the eligible equity shareholders.

MAJOR CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes dming the Financial Year under review:

a. In the nature of Companys business

b. Generally in the class of business in which the Conpany has an interest.

LISTING WITH BSE LIMITED

The Equity Shares of the Conpany are listed at BSE Limited and are being regularly traded on the Main Board of Exchange.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-l to this Report.

INSIDER TRADING

The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of the Conpany lays down guidelines and procedures to be followed and disclosur es to be made while dealing with shares of the Conpany, as well as the consequences of violation. Company has also installed software for PIT disclosures that records UPSI transactions from time to time.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Listing Regulations, 2015, Report on Corporate Governance is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Kanwaljit Singh, a Practicing Conpany Secretary confirming conpliance with the conditions of Corporate Governance is also annexed with the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Conpany.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attr ibutes,

independence of a Director and the policy on remuneration of Directors, Key Management Personnel and other employees is attached as Annexure D-2, which foims part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015is presented in a separate section as Annexure D-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The details under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure D-4.

HIDL4N RESOURCES

Syschem acknowledges the pivotal role its employees play as a key asset, understanding that investing in them directly contributes to creating value for all stakeholders. With the companys expansion and execution of new projects, recruitment receives significant attention, successfully attracting skilled professionals at various levels.

The Management of Syschem is dedicated to fostering a supportive, nurturing and rewarding work environment. They achieve this through a range of employee engagement programs, empowering individuals to excel in then respective fields. Together, we strive to exceed expectations and make a positive impact in the lives of our stakeholders.

We are committed to maintaining a diverse, healthy and thriving workforce that imbibes our culture of empowerment, innovation, safety and well being. Our associates play a key role in decision making and providing impactful solutions in transformation of the organization.

The Human Resources department organizes training and development programs to continually enhance the skills and knowledge of the employees, ensur ing their growth and success within the organization.

NUMBER OF MEETINGS OF BOARD

During the year 2022-23, 13 (Thirteen) Board Meetings were held including 1 (One) Independent Directors meeting as required under Schedule IV of Companies Act, 2013 and as per Listing Regulations, 2015.

Date of Board Meeting

No. of Directors entitled

Attendance of Directors

13.04.2022

5

3

19.05.2022

5

5

30.05.2022

5

5

27.06.2022

5

3

27.07.2022

5

4

19.08.2022

5

3

05.09.2022

5

5

02.11.2022

5

5

30.11.2022

7

7

12.12.2022

7

7

20.01.2023

5

5

10.03.2023

5

4

16.03.2023

5

5

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter- alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation: -

a. Criteria for evaluation of the Board of Directors as a wiiole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administr ation of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and then role.

vi. Overall performance of the Company

Criteria for evaluation of the Individual Directors including Independent Directors;

vii. Experience and ability to contribute to the decision making process

viii. Problem solving approach and guidance to the Management

ix. Attendance and Participation in the Meetings

x. Personal competencies and contribution to strategy formulation

xi. Contribution towards Statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 19.05.2022 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a wiiole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors express their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s S TA V & Co, Chartered Accountants (Firm registration No: 024510C), who was appointed as Statutory Auditors of the Company in the last Annual General Meeting to hold office till the conclusion of Annual General Meeting to be held in the year 2025.

The Companies Amendment Act, 2017 (Vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs) has dispensed with the requirement of ratification of Auditors appointment by the shareholders every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing Annual General Meeting.

The Auditors Report does not contain any qualifications/reservation or adverse remarks. Notes to accounts are self-explanatory and form an integral part of Financial Statements.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Kanwaljit Singh, a Company Secretary in practice having Membership No. 5901, was appointed as Secretarial Auditor of the Company for the Financial Year 2022-23 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are no qualifications or adverse remarks by the Secretarial Auditors in the Report issued on 28 August, 2023 which were duly complied.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by Auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

DISCLOSURE ABOUT COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 27.06.2022, appointed M/s. Mohit Aggrawal Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2022-2023. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would not be exceeding Rs. 45,000/- (Rupees Forty Thousand Only) plus out of pocket expenses, if any.

ESOP ISSIANCE

Dming the Financial Year 2022-23, Our Company has not adopted any ESOP Scheme and also no options were issued.

SIGNIFICANT E\T:NTS AFTER BALANCE SHEET DATE

There are no significant events after the balance sheet date.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidation of financial statement in terms of Rule 6 of Companies (Accounts) Rules, 2014, are not applicable as Company does not have any subsidiary or associates.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has earned out an annual evaluation of its own performance, of the Dir ectors as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/suppoit to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was earned out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its committees and of the Directors.

FOREIGN EXCHANGE RISK

The Company engages in various operational transactions, including anticipated sales, purchases, and bonowings that are denominated in foreign currencies. As a result, we are exposed to exchange rate fluctuations. Although we dont have a significant currency risk as were an export driven company, however, these fluctuations can have an inpact on our financial results and overall performance, and therefore, managing these exposures is crucial to mitigate any potential risks and uncertainties associated with currency fluctuations.

To manage the risks arising from currency, our Company has implemented robust risk management policies, namely the Foreign Exchange Risk Management Policy and the Commodity Risk Management Policy. By adhering to these policies, we actively engage in hedging activities to mitigate the potential impacts of adverse movements in foreign exchange rates and commodity prices.

Through a systematic and well-structured approach, we aim to safeguard our financial position and ensure stability and predictability in our operations.

SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act, the Coup any has a well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. Ms. Anju, continues to be the Internal Auditor of the Coup any.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Board of Directors with responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis The risks faced by the Company and their minimization procedur es are assessed by the Board. Further, the Conpany identifies risks, and control systems are instituted to ensure that the risks in each business process are mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular

basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

DETAILS OF THE PERFORMANCE OF THE SUBSIDIARY/ ASSOCIATE OR JOINT MiNTURE

The Company does not have any Subsidiary/Joint Ventures/ Associate Companies. Hence, the provisions regarding incorporation of a separate segment for disclosure of the financial positions and performance of the Subsidiary, Associate and Joint Venture companies is not applicable to the Company

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is NIL.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

AUDIT COMMITTEE

The Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Audit Committee has been duly constituted. The Audit Committee as on March 31, 2023 comprises of the following Independent Directors:

Ms. Arshdeep Kaur

Independent Director, Chairman

Mrs. Renu Rawat

Non Executive, Independent Director

Mrs. Neena Batra

Non-Executive - Non Independent Director

Details of the Audit Committee have been separately given in the Corporate Governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31,2023 comprises of the following Directors:

Mrs. Renu Rawat

Independent Director, Chairman

Ms. Arshdeep Kaur

Non-executive, Independent Director

Ms. Neena Batra

Non- Executive- Non Independent Director

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Stakeholders Relationship Committee with following composition as on March 31,2023 :-

Ms. Arshdeep Kaur

Non-Executive- Independent Director

Mr. Ranjan Jain

Executive Dir ector

Mr. Suninder veer Singh

Executive Director

ANNUAL RETURN

Pursuant to section 134(3) of the Act, the Annual Return referred to in section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial year ended March 31, 2023 is available on the Companys website at

https://syschem.ni/mvestors RESOURCES.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2022-23the Company had given Guarantee against the loan taken by the Pharmacare International of an amount of 35 Crores, subject to the approval from the shareholders in the extra ordinary general meeting held on 9th April, 2022.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(11 OF THE COMPANIES ACT. 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contr acts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arms length basis. Hence, provisions of Section 188 (1) are not applicable. However, as these transactions were in the ordinary course of business and on an arms length basis, in the opinion of the Board these transactions are justified to be executed. The detail of these transactions is given in Annexure D-7, which forms part of this report.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material according to the policy of the Company on Materiality of Related Parly Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 16 of the Financial Statements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of listing regulations, 2015. The details of the said Vigil Mechanism cum Whistle Blower Policy are given in the Corporate Governance Section, which is annexed herewith. The Vigil Mechanism cum Whistle Blower Policy is also available on the Companys website

https://syschem.in/investors_RESOURCES.html

DIRECTORS RESPONSIBILITY STATEMENT

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the Profit and Loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Dir ectors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars, also fomi part of this Report. However, the Report and the financial statements are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the 6 Registered Offices of the Company. Any shareholder interested in obtaining a copy of the same may wiite to the Company Secretary.

HEALTH AND SAFETY

The company continues to accord high priority to health and safety of employees at all the locations.

During the year the company review and enjoyed cordial relationship with workers and employees at all levels.

COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS .AND DISCLOSURE REQUIRE NMENTS), 2015

The Company has devised proper systems to ensure compliance of all laws applicable to the Company and the compliance reports issued by the Departmental Heads are placed before the Board eveiy Quarter confirming compliance by the Company with all applicable Laws.

GREEN INITIATIVES

As part of the Green Initiative, we propose to send documents such as Notices of General Meeting(s), Annual Reports and other shareholders communications for the year ended 31 st March 2023 in electronic form, to the email addresses provided by you and/or made available to the Company by the Depositories. A copy of annual report shall be available on the wrebsite of the Company and for inspection at the registered office of the Company, during office hours. In case any member wishes to get Annual Report and other communication in physical form, he may write to the company and the same will be provided free of cost.

Electronic copies of the Annual Report 2022-23 and Notice of the Syschem (India) Limited dated 4th August, 2023 for Annual General Meeting would be sent to all members wirose email addresses are registered with the Company/Depositoiy Participant(s). For members wiro have not registered their email addresses, physical copies of the same would be sent in the permitted mode.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

During the Financial year, your Company has complied with applicable standards issued by the Institute of Company Secretaries of India.

CEO / CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Regulation. The Certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Companys earlier Annual Reports, the Companys Equity Shares are in compulsory Demat

mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 99.008% of the shares of the Company are already in dematerialized form. M/s Beetal Financial & Computer Services Pvt. Limited, New Delhi is acting as the Registrar and Share Transfer Agents for this purpose and acts as conmion share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INMlSTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE INS0L\T:NCY RESOLUTION PROCESS INITIATED UNDER THE INS0L\T:NCY AND BANKRUPTCY CODE. 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the Company it under the IBC before the NCLT.

OTHER DISCLOSURES

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Directors nor the Whole-time Directors of the Company have received any remuneration or conmiission from any of its subsidiaries.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• Neither application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

• No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to express their deep sense of gratitude to its Central and State Governments and local authorities for their continued co-operation and support.

They also would like to place on record their sincere appreciation for the commitment, hard work, and high engagement level of every employee of the Company.

The Directors would also like to thank various stakeholders of the Company including customers, dealers, suppliers, lenders, transporters, advisors, local community, etc. for their continued committed engagement with the Company.

The Directors would also like to thank the shareholders of the Company for their confidence and trust reposed in the management team of the Company.

For & On Behalf of the Board

For & On Behalf of the Board

(Ranjan Jain)

(Suninder Veer Singh)

Managing Director

Whole Time Director

(DIN 00635274)

(DIN 07693557)

PLACE: CHANDIGARH

Date: 4th August, 2023