To the Members
The Directors have pleasure in presenting before you the 36thBoards' Report of the Company together with the Audited Statements of Accounts (standaloneand consolidated) for the year ended 31st March 2022.
FINANCIAL SUMMARY /HIGHLIGHTS:
The performance during the period ended 31st March 2022 hasbeen as under:
(Rs. In Lakhs)
|Particulars || || || || |
| ||Standalone ||Consolidated |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Revenue from operations ||98.84 ||97.60 ||6532.24 ||5556.22 |
|Other income ||4.59 ||14.43 ||767.40 ||64.56 |
|Profit/loss before Depreciation Finance Costs ||30.78 ||4.10 ||1101.28 ||19.02 |
|Exceptional items and Tax Expense ||(0.25) ||0.42 ||97.22 ||74.02 |
|Less: Depreciation/ Amortisation/ Impairment ||5.01 ||4.15 ||86.66 ||81.93 |
|Profit /loss before Finance Costs Exceptional items and Tax Expense ||40.80 ||14.19 ||1322.26 ||296.22 |
|Less: Finance Costs ||- ||1.79 ||47.66 ||113.34 |
|Profit /loss before Exceptional items and Tax Expense ||35.79 ||10.04 ||1235.60 ||214.29 |
|Add/(less): Exceptional items ||- ||- ||- ||- |
|Profit /loss before Tax Expense ||35.79 ||10.04 ||1235.60 ||214.29 |
|Less: Tax Expense (Current & Deferred) ||(0.25) ||0.42 ||97.22 ||74.02 |
|Profit /loss for the year (1) ||36.04 ||9.62 ||1138.38 ||140.27 |
|Total Comprehensive Income/loss (2) ||- ||- ||56.09 ||(27.57) |
|Total (1+2) ||36.04 ||9.62 ||1194.47 ||112.70 |
|Balance of profit /loss for earlier years ||- ||- ||- ||- |
|Earnings per share ||0.36 ||0.10 ||11.27 ||1.39 |
REVIEW OF OPERATIONS:
The total income of the Company for the financial year under review onconsolidated basis was Rs. 7299.64 lakhs for the financial year 2021-22 as against Rs.5620.78 lakhs for the previous financial year. The company recorded a net profit of Rs.1235.60 Lakhs for the financial year 2021-22 as against the net profit of Rs. 214.29 lakhsfor the previous year.
On Standalone basis the total income of the Company for the financialyear 2021-22 was Rs. 103.43 lakhs as against Rs. 112.03 Lakhs for the previous financialyear. The net profit for the financial year 2021-22 is Rs. 36.04 as against the net profitof Rs. 9.62 lakhs for the previous year.
BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:
The information on Company's affairs and related aspects is providedunder Management Discussion and Analysis report which has been prepared inter-alia incompliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and forms part of this Report.
Pursuant to provisions of Section 134 (3) (j) of the Companies Act2013 the company has not proposed to transfer any amount to general reserves account ofthe company during the year under review.
No dividend has been recommended by the Board of Directors for thefinancial year 2021-22.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there wasno change in the nature of Business.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financialposition of the company between 31st March and the date of Board's Report (i.e.29.08.2022).
REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year underreview.
AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:
During the year under review there was no change in the share capital.The Authorized Share Capital of your Company as on March 31 2022 stood atRs.105000000/- and the issued and paid-up share capital of the Company consists of10100000 shares of face value Rs.10/- each amounting to Rs.101000000/-.
FURTHER ISSUE OF SHARE CAPITAL:
During the year under review your Company has not made any allotments.
TRANSFER OF SHARES AND UNPAID OR UMCLAIMED AMOUNTS TO INVESTOR EDUCTIONAND PROTECTION FUND (IEPF):
In terms of the provisions of the Companies Act the Company is obligedto transfer dividends/shares which remain unpaid or unclaimed for a period of seven yearsfrom the declaration to the credit of the Investor education and Protection Fundestablished by the Central Government.
Pursuant to provisions of Section 124 of Companies Act 2013 theunclaimed dividend within the last date mentioned for the respective years and all sharesin respect of which dividend has not been paid or claimed for seven consecutive years ormore shall be transferred by the company will be transferred to Investor Education andProtection Fund (IEPF) established by Government of India pursuant to Section 125 of theCompanies Act 2013.
As the Company has not declared any dividends in the concerned yearsthe said provisions are not applicable to your Company.
APPOINTMENT/ REAPOINTMENT/ RESIGNATION/ RETIREMENT OF DIRECTORS/CEO/CFO& KMP:
Mr. Janaki Ram Ajjarapu was appointed as the whole-time director of theCompany by the Board of Directors for a period of 3 years with effect from October 012020 and the members approved the same at the 35th Annual General Meeting heldon 29.09.2021. However he resigned from the post of whole-time Director of the Companyw.e.f. 1308.2022. The Board places on record its sincere appreciation for the servicesrendered by Mr. Janakiram Ajjarapu during his tenure as a Whole-time Director of theCompany.
Mr. G. Venkateswara Rao was appointed as an additional director(Independent category) w.e.f.
13.08.2022. His appointment as Director is being considered in theensuing Annual General Meeting as Item No. 3 of the Notice.
Mr. Sushant Mohan Lal (DIN: 01227151) Executive Director who retiresby rotation and being eligible offers himself for re-appointment. As required underregulation 36(3) of the SEBI (LODR) Regulations 2015 brief particulars of the Directorsseeking appointment/re-appointment are given as under: -
Mr. Kumar Raghavan resigned as Company Secretary and ComplianceOfficer of the Company w.e.f.
30.04.2022. The Board places on record the sincere appreciation for theservices rendered by Mr. Kumar Raghavan during his tenure.
Ms. Megha Agarwal was appointed as the Company Secretary and ComplianceOfficer of the Company with effect from 01.05.2022.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Bhupendralal Waghray andMs. Vemuri Shilpa Independent directors of the company to the effect that they aremeeting the criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and under regulation 16(1)(b) read with regulation 25 of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015.
Declaration to the effect of meeting the criteria of independence asprovided in Sub-section (6) of Section 149 of the Companies Act 2013 and under regulation16(1)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 was received from Mr. G. Venkateswara Rao on being appointed as anadditional Director (Independent category) on
Considering the requirement of skill sets on the Board persons havingan independent standing in their respective field / profession and who can effectivelycontribute to the Company's business and policy decisions are considered by the Nominationand Remuneration Committee for appointment as
an Independent Director on the Board. The Committee inter aliaconsiders qualification positive attributes area of expertise integrity and experience(including proficiency) and number of Directorship(s) and Membership(s) held in variouscommittees of other companies by such persons in accordance with the Company's Policy forSelection of Directors and determining Directors' independence and recommends to the Boardtheir appointment. The Board confirms that all the independent directors possess therequired proficiency to continue as independent director.
The Independent Directors have also confirmed that they have compliedCompany's Code of Conduct and that they possess valid Registration certificate inIndependent Directors' Databank.
In terms of Regulations 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgement andwithout any external influence.
During the year Independent Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending meetings of the Board ofDirectors and Committee(s).
The Board of Directors duly met Seven (7) times on 02.04.202128.06.2021 14.08.2021 25.08.2021 13.11.2021 14.02.2021 and 07.03.2022 and in respectof which meetings proper notices were given and the proceedings were properly recordedand signed in the Minutes Book maintained for the purpose.
The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on January 5 2017.
A separate meeting of independent directors was conducted on 11.02.2022to evaluate the performance of non-independent directors the board as a whole takinginto account the views of executive directors and non-executive directors.
The Board reviewed the performance of individual directors on the basisof criteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.
Performance evaluation of independent directors was done by the entireboard excluding the independent director being evaluated.
STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OFREMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THECOMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Disclosure pertaining to remuneration and other details as requiredunder section 197 of the Companies Act 2013 read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure-1to this Report.
The Statement containing the particulars of employees as required undersection 197(12) of the Companies Act 2013 read with rule 5(2) and other applicable rules(if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure forming part of this report.
RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act 2013 and Rule 5(1) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr. Sushant Mohan Lal Executive Directorof the Company to the median remuneration of the employees is 0.9:1.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The Directors had prepared the annual accounts on a going concernbasis; and
(e) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal controlacross its various locations commensurate with its size and operations. The organizationis adequately staffed with qualified and experienced personnel for implementing andmonitoring the internal control environment.
The internal audit function is adequately resourced commensurate withthe operations of the Company and reports to the Audit Committee of the Board.
DETAILS OF FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2021-22 the Auditors have not reported anymatter under section 143(12) of the Companies Act 2013 therefore no detail is requiredto be disclosed under section 134(3) (ca) of the Companies Act 2013.
CEO/ CFO CERTIFICATION:
The Whole-time Director and Chief Financial Officer Certification onthe financial statements u/r Regulation 17(8) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 for the year 2021-2022 is annexed in thisAnnual Report.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
DECIPHER SOFTWARE SOLUTIONS LLC USA the wholly owned subsidiary ofthe Company has made an income of USD 7.862 Million and achieved a Gross profit of USD1.971 Million and 1.411 Million before tax.
As per the provisions of Section 129 of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 a separate statement containing the salientfeatures of the financial statements of the subsidiary companies is prepared in Form AOC-1and is attached as Annexure -2 and forms part of this report.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year pursuant to the preferential allotment by ICPSolutions Limited the shareholding of Decipher Labs Limited in ICP Solutions Limited hasfallen below 51% and as a result ICP Solutions Limited has ceased to be the Subsidiary ofDecipher Labs Limited on 31.03.2022.
CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as the 'Listing Regulations') andSection 129 of the Companies Act 2013 the Consolidated Financial Statements which havebeen prepared by the Company in accordance with the applicable provisions of the CompaniesAct 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of thisAnnual Report.
DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
The Company has not accepted any public deposits during the FinancialYear ended March 31 2022 and as such no amount of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.
DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:
Since the Company has not accepted any deposits during the FinancialYear ended March 31 2022 there has been no non-compliance with the requirements of theAct.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated22nd January 2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Companyis required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3for outstanding receipt of money/loan by the Company which is not considered as deposits.
The Company complied with this requirement within the prescribedtimelines.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans Guarantees or made any investmentsattracting the provisions of Section 186 of the Companies Act 2013 during the year underreview.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of business.During the financial year 2021-22 there were no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.
The summary statement of transactions entered into with the relatedparties are reviewed by the Audit Committee and the Board of Directors on a quarterlybasis. The summary statements are supported by an independent audit report certifying thatthe transactions are at an arm's length basis and in the ordinary course of business.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure-3 to this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act2013 is provided hereunder:
A. Conservation of Energy: Your Company's operations are not energyintensive. Adequate measures have been taken to conserve energy wherever possible by usingenergy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b)Technology absorption are not applicable to the Company.
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : US $80000
Foreign Exchange Outgo : NIL COMMITTEES:
(I) . AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with theprovisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges readwith Section 177 of the Companies Act 2013 are included in the Corporate Governancereport which forms part of this report
(II) . NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constitutedin line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the StockExchange read with Section 178 of the Companies Act 2013 are included in the CorporateGovernance report which forms part of this report.
(III) . STAKEHOLDERS RELATIONSHIP/ INVESTOR GRIEVANCECOMMITTEE
The Stakeholders Relationship Committee of the Company is constitutedin line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the StockExchange read with Section 178 of the Companies Act 2013 are included in the CorporateGovernance report which forms part of this report.
COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:
Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable and hence the Company need not adopt any Corporate SocialResponsibility Policy.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which isin compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations. The Company promotes ethical behaviour and hasput in place a mechanism for reporting illegal or unethical behaviour. The Company has aVigil Mechanism and Whistle-blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. Employees mayreport their genuine concerns to the Chairman of the Audit Committee. During the yearunder review no employee was denied access to the Audit Committee.
Vigil Mechanism Policy has been established by the Company fordirectors and employees to report genuine concerns pursuant to the provisions of section177(9) & (10) of the Companies Act 2013. The same has been placed on the website ofthe Company www.decipherlabs.in.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its futureoperations.
STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:
At the Board meeting held on 25.08.2021 the Board of Directors haverecommended the appointment of M/s Ramnathan & Rao Chartered Accountants (FRN002934S) as Statutory Auditors of the company in place of M/s Anandam & Co to holdoffice from the conclusion of this AGM until the conclusion of the 40th AGM on theremuneration fixed by the Board of Directors subject to the approval of the Shareholders.
Thereafter at the 35th Annual General Meeting held on29.09.2021 the members of the company approved the appointment of M/s. Ramnatham &Rao Chartered Accountants as the Statutory Auditors of the company for the term of fiveyears from the financial year 2021-22 onwards on such terms and conditions andremuneration as may be decided by the Board. M/s Ramnatham & Rao will continue asstatutory auditors of the company till the conclusion of the 40th AnnualGeneral Meeting to be held for the financial year 2025-26.
The Auditors' Report for fiscal 2022 does not contain anyqualification reservation or adverse remark. The Auditors' Report is enclosed with thefinancial statements in this Annual Report. The Company has received audit report withunmodified opinion for both Standalone and Consolidated audited financial results of theCompany for the Financial Year ended March 31 2022 from the statutory auditors of theCompany.
The Auditors have confirmed that they have subjected themselves to thepeer review process of Institute of Chartered Accountants of India (ICAI) and hold validcertificate issued by the Peer Review Board of the ICAI.
SECRETARIAL AUDIT REPORT:
In terms of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 based uponthe recommendations of the Audit Committee the Board of Directors had appointed M/s. S.S.Reddy & Associates Practicing Company Secretaries as the Secretarial Auditor of theCompany for conducting the Secretarial Audit for financial year ended March 31 2022.
The Secretarial Audit was carried out by M/s. S.S. Reddy &Associates Company Secretaries for the financial year ended March 31 2022. The Reportgiven by the Secretarial Auditor is annexed herewith as Annexure- 4 and forms integralpart of this Report.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019read with Regulation 24(A) of the Listing Regulations directed listed entities to conductAnnual Secretarial compliance audit from a Practicing Company Secretary of all applicableSEBI Regulations and circulars/guidelines issued thereunder.
Further Secretarial Compliance Report is not applicable to yourCompany.
Pursuant to provisions of Section 138 read with Rule 13 of theCompanies (Accounts) Rules 2014 and Section 179 read with Rule 8(4) of the Companies(Meetings of Board and its Powers) Rules 2014; during the year under review the InternalAudit of the functions and activities of the Company was undertaken by the InternalAuditor of the Company on quarterly basis.
Deviations are reviewed periodically and due compliance ensured.Summary of Significant Audit Observations along with recommendations and itsimplementations are reviewed by the Audit
Committee and concerns if any are reported to Board. There were noadverse remarks or qualification on accounts of the Company from the Internal Auditor.
Pursuant to the provisions of Section 118 of the Companies Act 2013the Company has complied with the applicable provisions of the Secretarial Standardsissued by the Institute of Company Secretaries of India and notified by Ministry ofCorporate Affairs.
DECLARATION BY THE COMPANY:
The Company has issued a certificate to its Directors confirming thatit has not made any default under Section 164(2) of the Act as on March 31 2022.
As required pursuant to section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an annual returnis uploaded on website of the Company www.decipherlabs.in.
DETAILS FOR APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY ANDBANKRUPTCY CODE 2016:
During the year under review there were no applications made orproceedings pending in the name of the Company under Insolvency and Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENTAND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review there has been no one time settlement ofloans taken from Banks and Financial Institutions.
DISCLOSURE ABOUT COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Act are not applicable for the businessactivities carried out by the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and analysis report for the year under review asstipulated under Regulation 34 (e) read with schedule V Part B of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the stock exchange inIndia is annexed herewith as Annexure- 5 to this report.
The Company familiarises its Independent Directors on their appointmentas such on the Board with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates etc. throughfamiliarisation programme. The Company also conducts orientation programme upon inductionof new Directors as well as other initiatives to update the Directors on a continuingbasis. The familiarisation programme for Independent Directors is disclosed on theCompany's websitewww.decipherlabs.in.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandated the formulation of certain policies for all listed companies. All thepolicies are available on our website www.decipherlabs.in.
The properties and assets of your Company are adequately insured.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company is committed to good Corporate Governance with aneffective Board and constitution of Committees to oversee critical areas therebyupholding the standards. Since the net worth of the company is not more than 25 crores thecorporate governance is not applicable to the Company.
However your Company has taken adequate steps to adhere to all thestipulations laid down under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and a Report on Corporate Governance is enclosed with this Report.
CREDIT & GUARANTEE FACILITIES:
The Company has not availed any credit and guarantee facilities duringthe year apart from the banking facilities for its day to day operations.
RISK MANAGEMENT POLICY:
Business Risk Evaluation and Management is an ongoing process withinthe Organization. The Company has a robust risk management framework to identify monitorand minimize risks and also to identify business opportunities. As a process the risksassociated with the business are identified and prioritized based on severity likelihoodand effectiveness of current detection. Such risks are reviewed by the senior managementon a periodical basis.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent/ Non-Executive Directors has any pecuniaryrelationship or transactions with the Company which in the Judgment of the Board mayaffect the independence of the Directors.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy inaccordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation2015 and the applicable Securities laws. The Insider Trading Policy of the Company laysdown guidelines and procedures to be followed and disclosures to be made while dealingwith shares of the Company as well as the consequences of violation. The policy has beenformulated to regulate monitor and ensure reporting of deals by employees and to maintainthe highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practicesand procedures for fair disclosure of unpublished price sensitive information and code ofconduct for the prevention of insider trading is available on our website(www.decipherlabs.in).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace.
This is in line with provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 ('POSH Act') and the Rulesmade thereunder. With the objective of providing a safe working environment all employees(permanent contractual temporary trainees) are covered under this Policy. The policy isavailable on our website (www.decipherlabs.in).
All employees are covered under this policy. The Company is having lessthan 10 employees and therefore not required to constitute Internal Complaints Committee.No Complaints were pending at the beginning of the year or received during the year.
EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of thefollowing activities except as mentioned:
|1. Issue of sweat equity share ||NA |
|2. Issue of shares with differential rights ||NA |
|3. Issue of shares under employee's stock option scheme ||NA |
|4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA || |
|5. Buy back shares ||NA |
|6. Disclosure about revision ||NA |
|7. Preferential Allotment of Shares ||NA |
Your Directors place on record their appreciation for the overwhelmingco-operation and assistance received from the investors customers business associatesbankers vendors as well as regulatory and governmental authorities.
Your Directors also thank the employees at all levels who throughtheir dedication co-operation support and smart work have enabled the company to achievea moderate growth and is determined to poise a rapid and remarkable growth in the year tocome.
Your Directors also wish to place on record their appreciation ofbusiness constituents banks and other financial institutions and shareholders of theCompany SEBI BSE NSDL CDSL Banks etc. for their continued support for the growth ofthe Company.
| || || ||For DECIPHER LABS LIMITED |
| || ||Sd/- ||Sd/- |
| || ||SUSHANT MOHAN LAL ||VEMURI SHILPA |
|Place: ||Hyderabad ||DIRECTOR ||DIRECTOR |
|Date: ||29.08.2022 ||DIN:01227151 ||DIN:07140155 |