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Company Information

Home » Market » Company Information

Decipher Labs Ltd.

Jan 25
73.25 -3.85 ( -4.99 %)
 
VOLUME : 28905
Prev. Close 77.10
Open Price 73.25
TODAY'S LOW / HIGH
73.25
 
 
 
73.25
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
27.00
 
 
 
145.70
Decipher Labs Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 73.98 Cr. P/BV 5.41 Book Value ( ₹ ) 13.55
52 Week High/Low ( ₹ ) 146/27 FV/ML 10/1 P/E(X) 52.77
Bookclosure 29/09/2020 TTM EPS ( ₹ ) 3.05 Div Yield (%) 0.00
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2015-03 Dear Members,

Your Directors have pleasure in submitting their Twenty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company's financials for the year under review along with the corresponding figures of the previous year's figures are as under:-.

                                                     (Amount in Lakhs)

                                            For the            For the
                                         year ended         year ended

                                         31-03-2015         31-03-2014
Net Sales /Income from

Business Operations                           9.63                4.60

Other Income                                  8.77                2.84

Total Income                                 18.40                7.44

Less Interest                                 0.00                0.00

Profit before Depreciation                (345.18)             (79.86)

Less Depreciation                            23.21               20.80

Profit after depreciation and             (368.39)             (59.06)
Interest

Less Current Income Tax                       0.00                0.00

Less Previous year adjustment                 0.00                0.00
of Income Tax,

Less Deferred Tax                             0.00                0.00

Net Profit after Tax                      (368.39)             (79.86)

Dividend (including Interim                   0.00                0.00
if any and final )

Net Profit after dividend and Tax         (368.39)             (79.86)

Amount transferred to General Reserve         0.00                0.00

Balance carried to Balance Sheet          (368.39)             (79.86)

Earning per share (Basic)                   (4.60)              (1.00)
Earning per Share(Diluted)

2. DIVIDEND

As the company did not earn distributable profits, the board of directors did not recommend any dividend for the financial year under review. Since the company has not declared any dividend for more than 10 years. the provisions of Section 125 (2) of the Companies Act, 2013 do not apply.

3. RESERVES

The Board did not propose to transfer any amount to reserves

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, your company achieved a turnover of Rs.9.63 Lakhs in the year 2014-15 as compared to Rs.4.60 Lakhs during 13-14.

The Company approached companies manufacturing quality medicines, to get their products manufactured on Third Party & Loan Licence basis as the Company handed over the Leased Land, Buildings, Machinery & Lab Equipments to the owners while reflecting the same in the Balance Sheet. This was necceciated as the Owners, being co-promoters of your company exited from the Company & its Board and refused to extend the Lease expiring on 31st March, 2015 for further period. The residual Machineries of the company are kept temporarily in rented Godowns. The residual Machineries are mostly Obsolete and outdated ones and have now become redundant with no immediate usage and installing the same in other premises is neither viable nor profitable.

Your Directors take pleasure in informing you that they have finalized a Company with two decades of experience to manufacture the Products of WHO GMP standards. Some of the Products are in advanced stage of Production with the new Packing Materials like Foils/Cartons/Boxes etc being already ordered and getting them in to place. The company is very confident of building a very decent business volumes in due course of time.

5. CHANGE IN THE BUSINESS OF THE COMPANY:

During the year under review, the company did not change its line of activity.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure A".

7. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as part of this Annual Report as "Annexure - B". Certificate from the Statutory Auditors of the company M/s. Anandam & Co, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as Stipulated under Clause 49 of the Listing Agreement is included as part of this report as "Annexure C".

8. LISTING & TRADING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai. The Market price of the Share as on 31st March , 2015 was Rs.9.61 per share. The Company confirms that it has paid the Annual Listing Fee for the year 2015-16 to BSE where the Company' Shares are listed. As of 26th Aug. The shares of the company are suspended from trading due to penal reasons. The company is making efforts to get the suspension revoked at the earliest.

9. DEMATERIALISATION OF SHARES

82.63% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 17.37% is in physical form. The Company's Registrars are M/s Venture Capital & Corporate Services Private Limited, 12-10-167, Bharat Nagar, Hyderabad-500 018, Telangana. Phone: ( 91)-4023818475/476 FAX: 91 40 23868024 Email id: info@vccipl.com.

10. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non- independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

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

There is no order passed by any Court or Tribunal or forum which impacted or is likely to impact the "Going concern status" of the company.

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

The company has adequate internal financial controls and has a separate Audit committee to assess the internal controls and guide the company accordingly.

14. DETAILS OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES & THEIR PERFORMANCE

The Company does not have any subsidiary or joint venture or associate company.

15. DEPOSITS

The Company has neither given nor accepted any Public Deposits during the year under review.

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility does not apply to the company.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its 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 Directors had prepared the annual accounts on a going concern basis; and

(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.

21. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by either the Auditors or by the Practicing Company Secretary in their respective reports except the following Disclaimers:

1. Auditors Report

a) Appointment of CFO

2. Secretarial Audit Report

a) Appointment of CFO & CS

b) Company's Manufacturing Licence Under Renewal

c) Inter-se Transfer of Shares Between Promoters

The company could not appoint the Chief Financial Officer (CFO) and full Time Company Secretary due to the present Financial Status of the Company. The company is making efforts to appoint the CFO & CS at the earliest.

The company has a valid Drug Manufacturing and Wholesale Licence and has applied for the Renewal of the Drug Manufacturing Licence which is a continuous process.

There was an Inte-se transfer of Shares between the Promoters under due intimation to BSE & SEBI. However, there is no Change in Total Promoter Holding.

22. SHARE CAPITAL

The Company has not bought back any of its securities nor has it issued any Equity or Sweat Equity or bonus Shares or has not provided any Stock Option Scheme to the employees during the year under review.

23. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination & Remuneration Committee is vested with the powers to recommend the Appointment of a Director and fix, recommend the Remuneration accordingly.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under :

Name                         Designation                    Yearly
                                                        Remuneration
                                                            (Rs).
1. Mr.Suchit Mohan Lal Managing Director 2,40,000.00.

2. Mr.Sushant Mohan Lal Executive Director 2,40,000.00

B) Details of every employee of the Company as required pursuant to 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under :

1. The Ratio as such is not applicable.

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report - NIL

24. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 in Form MGT 9 is attached to this Report at Annexure 'F'.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met 6 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

30th May, 2014, 14th August, 2014, 14th November, 2014, 22nd December, 2014, 14th February, 2015 and 30st March, 2015 & the details are given as Annexure 'B' in the Corporate Governance Report.

The Company constituted 3 Committees as under:

(I) Audit Committee;

(II) Nomination & Remuneration Committee ;

(III) Share holders Grievance Relationship/Share Transfer Committee The details are given as Annexure 'B' in the Corporate Governance Report.

26. DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Smt Vemuri Shilpa was appointed as an Independent Woman Director on 30-03-2015.

Shri Anjani Kumar Agarwal and Shri Sanjay Kumar Agarwal, Executive Directors resigned from the Company as Directors with effect from 22-12-2014 due to their pre-occupation and their resignations were accepted by the Board.

Shri S.S.Marthi resigned from the Company as Director with effect from 22-12-2014 due to his pre-occupation and his resignation was accepted by the Board.

Shri Sushant Mohan Lal Director of the Company and Vemuri Shilpa, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

27. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted declarations disclosing to the Board that they fulfil the criteria stipulated under Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules made there under.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

A. Shri B.N. GNANA PRAKASH B. Smt VEMURI SHILPA C. Shri. SUSHANT MOHAN LAL

The above composition of the Audit Committee consists of independent Directors viz., Mr B.N. GNANA PRAKASH and Mrs. Smt VEMURI SHILPA who form the majority. The Audit committee was reconstituted on 22nd December 2014 after the resignation of Mr. S.S.Marthi & Mr.S.K.Agarwal & was again reconstituted on 30th March 2015 on co-option of Mrs. Vemuri Shilpa, as Independant Director of the Company.

The Audit Committee reports to the Board.

The Company has a vigil mechanism in place.

29. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act, 2013 and rules made there under ("the Act"), forming of a Corporate Social Responsibility (CSR) Committee is Not Applicable to the Company.

30. PARTICULARS OF EMPLOYEES:

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given elsewhere in the report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees posted and working outside India is - NIL.

31. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow [Clause (m) of sub-section (3) of section 134 of the Act, r/w Rule 8 of the Companies (Accounts) Rules, 2014]

(A) Conservation of energy

The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources. The energy consumed during the year was minimal at Rs.0.77 Lakhs & hence, No Additional Investments or proposals were implemented for reduction of consumption of energy.

(B) Technology absorption : The company did not carry out any R & D during the year under review.

(C) Foreign exchange earnings and Outgo: NIL

32. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

                      For and on behalf of the Board
                        For COMBAT DRUGS LIMITED

                                            Sd/-               Sd/-

Place: Hyderabad                      SUCHIT MOHANLAL   SUSHANT MOHANLAL
Date: 29.08.2015                     MANAGING DIRECTOR      DIRECTOR