dcx systems ltd share price Directors report


Dear Members,

We are pleased to present 11th Annual Report on business and operations together with the Audited Financial Statements and the Auditor?s Report of your Company for the Year ended March 2022.

FINANCIAL RESULTS

STANDALONE (IND AS):

The Standalone performance under IND AS for the Financial Year ended March 31,2022 is as under:

(Amount in Million)

Particulars 2021-22 2020-21
Operating Income 11,022.73 6,411.63
Other Income 220.61 420.79
Total Income 11,243.34 6,832.42
Total Expenditure 10,487.73 6,434.36
Profit/(loss) before Exceptional Items, and Tax 755.61 398.06
Profit before tax 755.61 398.06
Profit / (Loss) before Tax and Exceptional items, Prior Period Items 755.61 398.06
Less: Taxes (Current Tax) (132.02) (104.65)
Less: Deferred Tax 2.59 2.17
Less: MAT Credit 29.96 -
Total Tax Expenses (99.47) (102.48)
Net Profit/(Loss) 656.14 295.58

CONSOLIDATED:

The Consolidated performance under IND AS for the Financial Year ended March 31,2022 is as under:

(Amount in Million)

Particulars 2021-22 2020-21
Operating Income 11,022.73 6,411.63
Other Income 220.61 420.79
Total Income 11,243.34 6,832.42
Total Expenditure 10,487.79 6,434.36
Profit/(loss) before Exceptional Items, and Tax 755.55 398.06
Profit before tax 755.55 398.06
Profit / (Loss) before Tax and Exceptional items, Prior Period Items 755.55 398.06
Less: Taxes (Current Tax) (132.02) (104.65)
Less : Deferred Tax 2.59 2.17
Less: MAT Credit 29.96 -
Total Tax Expenses (99.47) (102.48)
Net Profit/(Loss) 656.08 295.58

STATE OF THE COMPANY?S AFFAIRS:

During the year under review, Your Company recorded a total income of Rs. 11,243.34 million against Rs. 6,832.42 million in the previous year registering an increase of 64.56% against previous year. The Net Profit of the Company for Financial Year 2021-22 was Rs. 656.08 million against Net Profit of Rs. 295.58 million during previous year.

REVISION OF FINANCIAL STATEMENTS:

During the year under review, Your Company has not revised the financial statements. AWARDS RECEIVED DURING THE YEAR

During the year under review, Your Company have received following awards;

1. Pioneers 2021 by The Economic Times.

2. International Achievers Awards Dubai 2021.

INDUSTRIAL RELATIONS

Your Company has a harmonious & cordial relationship with all stakeholders of the Company.

EQUITY FUND RAISING THROUGH INITIAL PUBLIC OFFERING (IPO)

During the year under review, the Board and Shareholders accorded their consent to raise equity share capital through Initial Public Offering (IPO).

• The Company has filed draft red herring prospects (DRHP) dated Apr 05, 2022.

• The Company has received In-principle approval from the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) vide letter dated May 23, 2022.

• The Company has received final observation for the DRHP filed from Securities and Exchange Board of India (SEBI) vide letter dated July 05, 2022.

CHANGE OF NAME

During the year under review, your Company name has changed as below.

1. DCX Cable Assemblies Private Limited into DCX Systems Private Limited vide Certificate of Incorporation pursuant to change of name dated January 03, 2022.

2. DCX Systems Private Limited into DCX Systems Limited vide Certificate of Incorporation Consequent upon conversion to Public Limited Company dated February 18, 2022.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in the nature of the business of the Company. DIVIDEND AND TRANSFER TO RESERVES

With a view to conserve resources for Company?s operations and debt servicing, your directors do not recommend payment of dividend for the year ended 31st March 2022.

During the year no transfer made to General Reserves.

The profit earned during the year has been transferred to Retained Earnings of the Company. CAPITAL STRUCTURE

At present, the Authorized Share Capital of the Company is Rs 25,00,00,000 /- divided into 12,50,00,000 Equity Shares of Rs. 2/ - each.

During the year under review, Capital Structure of the Company has undergone change as mentioned below;

Sl. Particulars No Date of Event Details Amount in Rs if applicable
1. Reclassification of the Authorized Share Capital of the Company 24-11 2021 1,50,000 Preference shares of Rs.100 face value each has been reclassified into 15,00,000 Equity Shares of Rs.10 face value each.
2. Allotment of Equity Shares to Raghavendra Rao Hosakote Shamarao under preferential allotment/private placement basis 20-01 2022 1,00,000 Equity Shares having a face value of Rs.10/- having premium Rs. 131/- each 1,41,00,000
3. Allotment of Equity Shares to Raghavendra Rao Hosakote Shamarao under Rights Issue basis 24-01 2022 2,70,000 Equity Shares having a face value of Rs.10/- having premium Rs. 131/- each 3,80,70,000
4. Sub-Division of Shares 25-01 2022 The authorised share capital of the Company consisting 50.00. 000 Equity Shares with face value of Rs.10/- each be and is hereby sub-divided into 2.50.00. 000 Equity Shares with face value of Rs.2/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.
5. Increase in Authorized Share Capital 27-01 2022 Increased the authorized share capital of the Company from Rs.5,00,00,000/- divided into 2.50.00. 000 Equity Shares of Rs.2/- each to Rs.25,00,00,000/- divided into 12,50,00,000 Equity Shares of Rs.2/- each by addition/ creation of 10.00. 00.000 new equity shares of Rs.2/- each ranking pari passu with the existing Equity Shares of the Company
6. Issuance of Bonus Equity Shares 27-01 2022 Bonus Equity Shares issue of 5,80,50,000 equity shares of Rs. 2/- each as bonus shares of an aggregate value upto Rs. 11,61,00,000 /- to the existing holders of equity shares of the Company as on record dated 26.01.2022.

At present, the issued, subscribed and paid-up Share Capital of the Company is Rs. 15,48,00,000 /- comprising of 7,74,00,000 Equity Shares of Rs. 2/- each.

DETAILS OF ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

During the year under review, the Company has not issued any equity shares with differential rights. However, disclosure pursuant to Section 43 of the Companies Act, 2013 read with Rule 4 of The Companies (Share Capital and Debentures) Rules, 2014 is as under;

(a) the total number of shares allotted with differential rights; NIL
(b) the details of the differential rights relating to voting rights and dividends; Not Applicable
(c) the percentage of the shares with differential rights to the total post issue equity share capital with differential rights issued at any point of time and percentage of voting rights which the equity share capital with differential voting right shall carry to the total voting right of the aggregate equity share capital; NIL
(d) the price at which such shares have been issued; NIL
(e) the particulars of promoters, directors or key managerial personnel to whom such shares are issued; Not Applicable
(f) the change in control, if any, in the Company consequent to the issue of equity shares with differential voting rights; Not Applicable
(g) the diluted Earning Per Share pursuant to the issue of each class of shares, calculated in accordance with the applicable accounting standards; Not Applicable
(h) the pre and post issue shareholding pattern along with voting rights in the format specified under sub-rule (2) of rule 4. Not Applicable

DEBENTURES

During the year under review, the Company has not issued any debentures.

SUBSIDIARY / ASSOCIATES

During the year under review, the Company Incorporated M/s Raneal Advanced Systems Private Limited as its wholly owned subsidiary.

As on March 31, 2022, the Company does not have any holding Company, Joint Ventures or Associate Companies.

Highlights of performance of Subsidiaries, Associates and Joint Venture Companies, if any, and their contribution to the overall performance of the Company during the period are disclosed in Form AOC-1 annexed to this report as "Annexure 1"

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY?S SUBSIDIARIES, JOINT VENTURES, HOLDING OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, VNG Technology Private Limited ceased to be Company?s Holding Company w.e.f January 20, 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. COMPOSITION OF BOARD

During the year, the composition of the Board of Directors of your Company has been in conformity with the requirements of the Companies Act, 2013. The Board of Directors of the Company as on 31st March 2022 consisted of 6 Directors comprising 1 Managing Director, 1 Whole Time Director, 1 Non-Executive director and 3 Independent Directors. The Chairman of the Company is Managing Director.

B. CHANGES OCCRUED IN THE BOARD

During the year under review, Dr. Raghavendra Rao Hosakote Shamarao appointed as Managing Director of the Company for a period of 5 years with effect from 27.06.2021, ratified from additional director to director w.e.f July 20, 2021 and further appointed as the Chairman of the Board with effect from February 11,2022.

Mr. Suresh Babu Anand (DIN: 09200071) has resigned from the position of Directorship of the Company with effect from 28.01.2022.

During the year under review, Your Company has appointed below directors w.e.f. 28.01.2022.

(i) Mr. Sankarakrishnan Ramalingam (DIN: 00078459) as Whole- Time Director and Key Managerial Personnel (KMP) of the Company.

(ii) Mr. Kalyanasundaram Chandrasekaran (DIN: 00936289) as Independent Director of the Company.

(iii) Mr. Panchangam Nagashayana (DIN: 00907296) as an Independent Director of the Company.

Further Mrs. Lathika Siddharth Pai (DIN: 00420102) as a Woman Independent Director of the Company with effect from 02.02.2022.

The Company has received the declaration of independence from all the Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

During the year under review, Your Company has appointed below Key Managerial Personnel of the Company.

(i) Mr. Nagaraj Radhakrishna Dhavaskar has been appointed as Company Secretary, Legal and Compliance Officer as Key Managerial Personnel of the Company w.e.f December 01,2021.

(ii) Mr. Ranga KS has been appointed as Chief Financial Officer as Key Managerial Personnel of the Company w.e.f December 22, 2021.

Further the Board has identified below mentioned employees of the Company as Key Managerial Personnel (KMP) of the Company w.e.f January 31,2022.

Name of the KMP Designation
Ramegowda Shiva Kumar Vice President
Suresh Babu Anand DGM-SCM
Pramod Basavanna DGM-Operations
Prasanna Kumar T S DGM-Finance & Accounts
Manjunath G S HR & Admin Manager
Rajanikanth K N Manager Logistics
Mutthe Atul Dhondiram Manager-Quality
Kiran Kumar K S Manager Production

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Neal Jeremy Castleman (DIN: 05159412) will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

Your directors are of the view that continued association of Mr. Neal Jeremy Castleman (DIN: 05159412) would be of immense benefit to the Company and therefore recommend his reappointment at the ensuing Annual General Meeting as director of the Company, liable to retire by rotation.

MEETINGS OF THE BOARD AND ITS COMMITTEES

Information in respect of the Composition of Board, qualification of Board members, field of specialization, meetings held during the financial year 2021-22 and the number of meetings attended by them are as under:

A. BOARD OF DIRECTORS MEETINGS

During the year, Board has met 20 times as per the details mentioned below. The maximum interval between any two meetings did not exceed 120 days.

Sl. No Board Meeting Date Sl. No Board Meeting Date
1. 30-04-2021 11. 24.01.2022
2. 27.06.2021 12. 25.01.2022
3. 29.06.2021 13. 27.01.2022
4. 10.08.2021 14. 27.01.2022
5. 30.08.2021 15. 31.01.2022
6. 24.11.2021 16. 02.02.2022
7. 23.12.2021 17. 11.02.2022
8. 29.12.2021 18. 08.03.2022
9. 14.01.2022 19. 21.03.2022
10. 20.01.2022 20. 30.03.2022

The brief detail Board of Directors is as under:

Sl. No. Name of the Director Qualification Field of specialization Category No Meeting s entitled to attend No. of meeting s attended
1 Dr. Raghavend ra Rao Hosakote Shamarao He has been conferred with an honorary doctorate in business management by the International Peace University, Germany. He has about 21 years of experience in the electronics manufacturin g sector and aerospace sector Chairman, Managing Director & Executive Director 20 20
2 Mrs. Lathika Siddharth Pai She holds a Bachelor of Engineering (Electronics) from Bangalore University as well as master?s degree in science from the Rochester Institute of Technology. She has 15 years of experience in management consultancy Women Independe nt Director and Non Executive Director 4 2
3 Mr. Kalyanasun daram Chandrasek aran He is an associate of the Institute of Chartered Accountants of India and the Institute of Cost and Works Accountants of India He has over two decades of experience as Corporate Professional with Finance specialization / General Management Independe nt Director and Non Executive Director 6 6
4 Mr. Neal Jeremy Castleman He holds a bachelor of science degree- Chemistry from the He has over two decades of experience in the electronics manufacturin g sector Director and NonExecutive Director 20 20
University of Southern California.
Mr. Panchanga 5 m Nagashaya na He holds a bachelor of engineering (electronics) degree from Gulbarga University. He has more than 30 years of experience in the electronics sector Independe nt Director and Non Executive Director 6 6
Mr. Sankarakris 6 hnan Ramalinga m He is an associate of the Indian Institute of Bankers and holds a bachelor?s degree in science from the University of Bombay as well as a diploma in industrial chemistry from the British Institutes, Bombay He has about 26 years of experience in the finance sector. Whole Time Director and Executive Director 6 6
Mr. Suresh 7 Babu Anand# He holds a diploma in electronics and communications engineering from J.S.S. Polytechnic, J.S.S. Mahavidyapeetha He has about 14 years of experience in supply chain management Director 12 12

# Mr. Suresh Babu Anand (DIN: 09200071) has resigned from the position of Directorship of your Company with effect from 28.01.2022

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided above.

B. COMMITTEES OF THE BOARD

With a view to promote better governance and accountability, your Board has constituted following Committee?s viz. Audit Committee, Nomination and Remuneration Committee,

Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and IPO Committee.

The terms of reference of these Committees are determined by the Board considering applicable provisions of Companies Act, 2013 including rules made thereunder, relevance and expectation of the Board from Committee and are reviewed from time to time.

I. AUDIT COMMITTEE

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing the financial statement and statement of cash flow and reviewing the Company?s statutory and internal audit activities. The Committee is formed in line with the regulatory requirements mandated by the Companies Act, 2013.

The Audit Committee of the Company was constituted and comprises of the following directors as its members as on 31st March, 2022:

1. Mr. Kalyanasundaram Chandrasekaran (Member of ICAI)-Chairman and Member

2. Mr. Panchangam Nagashayana-Member

3. Mr. Sankarakrishnan Ramalingam- Member

During the year, Committee has met 3 times i.e. on 11-02-2022, 08-03-2022 and 21-03-2022. The details are as under:

N*1 Name of the member No. No Meetings entitled to attend No. of meetings attended
1 Mr. Kalyanasundaram Chandrasekaran 3 3
2 Mr. Panchangam Nagashayana 3 3
3 Mr. Sankarakrishnan Ramalingam 3 3

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company was constituted and comprises of the following directors as its members as on 31st March 2022:

1. Mr. Panchangam Nagashayana- Chairman and Member

2. Mr. Kalyanasundaram Chandrasekaran- Member

3. Mrs. Lathika Siddharth Pai-Member

During the year, the Nomination and Remuneration Committee held a meeting on 21.03.2022. The details are as under:

Sl. Name of the member No. No Meetings entitled to attend No. of meetings attended
1 Mr. Panchangam Nagashayana 1 1
2 Mr. Kalyanasundaram Chandrasekaran 1 1
3 Mrs. Lathika Siddharth Pai 1 0

III. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In pursuance to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed on 02.01.2019 and further re-constituted on 02.02.2022 to recommend;

(a) the policy on Corporate Social Responsibility and implementation of the CSR projects or programs to be undertaken by the Company as per CSR Policy;

(b) recommend the amount of expenditure to be incurred on CSR activities; and

(c) monitor the CSR Policy of the Company from time to time and institute a transparent monitoring mechanism for implementation of CSR Projects/program /activities undertaken by the Company.

The Corporate Social Responsibility Committee comprised of following directors as its members as on 31st March, 2022:

1. Mrs. Lathika Siddharth Pai -Chairman and Member

2. Mr. Panchangam Nagashayana -Member

3. Dr. Raghavendra Rao Hosakote Shamarao—Member

During the year, Committee has met 2 times i.e. on 30-04-2021 and 25-03-2022. The details are as under:

Sl. Name of the member No. No Meetings entitled to attend No. of meetings attended
1 Mrs. Lathika Siddharth PaiA 1 1
2 Mr. Panchangam NagashayanaA 1 1
3 Dr. H. S. Raghavendra Rao 2 2
4 Mr. Neal Jeremy Castleman* 1 1

*Mr. Neal Jeremy Castleman stepped down from the Corporate Social Responsibility Committee by reconstitution dated 02.02.2022.

 

A Mrs. Lathika Siddharth Pai and Mr. Panchangam Nagashayana were appointed on

02.02.2022.

An Annual Report of CSR as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-2.

IV. STAKEHOLDERS? RELATIONSHIP COMMITTEE

The Stakeholders? Relationship Committee of the Company was constituted and comprises of the following directors as its members as on 31st March 2022:

1. Mr. Kalyanasundaram Chandrasekaran -Chairman and Member

2. Mr. Sankarakrishnan Ramalingam -Member

3. Mr. Panchangam Nagashayana - Member

During the year, Committee has met 2 times i.e. on 21-03-2022 and 25-03-2022. The details are as under:

N*1. Name of the member No. No Meetings entitled to attend No. of meetings attended
1 Mr. Kalyanasundaram Chandrasekaran 2 2
2 Mr. Sankarakrishnan Ramalingam 2 2
3 Mr. Panchangam Nagashayana 2 2

V. RISK MANAGEMENT COMMITTEE

The Risk Management Committee of the Company was constituted and comprises of the following directors as its members as on 31st March 2022:

1. Dr. Raghavendra Rao Hosakote Shamarao -Chairman and Member

2. Mr. Sankarakrishnan Ramalingam —Member

3. Mr. Kalyanasundaram Chandrasekaran —Member

During the year, the Risk Management Committee held a meeting on 21.03.2022. The details are as under:

N^. Name of the member No. No Meetings entitled to attend No. of meetings attended
1 Dr. H. S. Raghavendra Rao 1 1
2 Mr. Sankarakrishnan Ramalingam 1 1
3 Mr. Kalyanasundaram Chandrasekaran 1 1

VI. IPO COMMITTEE

The Company has formed IPO Committee and comprises of the following members as on 31st March 2022:

1. Mr. Sankarakrishnan Ramalingam -Chairman and Member

2. Mr. Panchangam Nagashayana - Member

3. Mr. Kalyanasundaram Chandrasekaran - Member

During the year, Committee has met 2 times i.e. on 21-03-2022 and 30-03-2022. The details are as under:

N*1 Name of the member No. No Meetings entitled to attend No. of meetings attended
1 Mr. Sankarakrishnan Ramalingam 2 2
2 Mr. Panchangam Nagashayana 2 2
3 Mr. Kalyanasundaram Chandrasekaran 2 2

DIRECTOR?S APPOINTMENT AND REMUNERATION POLICY

The Board of Directors have adopted a Director?s Appointment and Remuneration Policy. This policy has been framed as per requirement of Sections 134, 178, Schedule IV of the Companies Act, 2013 read with applicable Regulations under the Act. The Salient feature of the Policy is as follows:

The Nomination & Remuneration Committee (NRC) of the Company determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. The NRC, along with the Board, on continuous basis reviews appropriate skills, characteristics and experience required of the Board as a whole and its individual members.

In evaluating the suitability of individual Board Member, the NRC takes into account multiple factors, including general understanding of the business, education, professional background, personal achievements, etc. Few important criteria against which each prospective candidate is evaluated are personal and professional ethics, integrity and values.

The Company has a website namely https://dcxindia.com/ and has placed its Remuneration Policy in its website under the following link:

https://dcxindia.com/investors relations/Corporate Governance/5 Remuneration Policy.pdf

The form and amount of director remuneration is recommended by the NRC to the Board for approval within the maximum amount permissible under the law.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the performance evaluation of the Board, the Committees of the Board and Individual Directors is done on annual basis.

Evaluation of all Board members is done on an annual basis. The Individual Directors? responses to the questionnaire on the performance of the Board, committee(s), Directors and Chairman, were analysed by the Board.

BUY BACK OF SHARES

Your Company has not bought back any shares during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are attached as Annexure - 3.

STATUTORY AUDITORS

NBS & Co. [FRN No. 110100W] Chartered Accountants, appointed as Statutory Auditors of your Company to fill the casual vacancy caused by the resignation of M/s Madhavan & Co, Chartered Accountants [FRN No. 001909S].

NBS & Co. will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors for the period of 5 years.

The Company has received a letter from them to the effect that their appointment, if made, would we within the limits prescribed under Section 141(3)(g) of the Companies act, 2013 and that they are not disqualified for appointment.

Your directors recommend the appointment of NBS & Co. [FRN No. 110100W], Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years i.e., from the conclusion of 11th Annual General Meeting till 16th Annual General Meeting of the Company.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by NBS & Co., Statutory Auditors, in their report for the financial year ended March 31,2022.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit Committee during the year under review.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS. Pramod S, (ICSI Membership No: A36020, COP 13335) Practicing Company Secretary, Bangalore, to conduct Secretarial Audit of the Company. The Report of the

Secretarial Audit in Form MR-3 for the financial year ended March 31, 2022, is enclosed as Annexure -4 to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

COST AUDIT

Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable as the company is carrying out its operations in Special Economic Zone.

INTERNAL FINANCIAL CONTROLS

The Board of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to adverse consequences on the Company?s business. Effective risk management process is key to sustained operations thereby protecting shareholder value, improving governance process, achieving strategic objectives and being well prepared for adverse situations or unforeseen circumstances, if they occur in the lifecycle of the business activities. The Risk Management Policy of the Company is reviewed by the Board from time-to-time and Policy elaborates the detail description of type of risk and its monitoring plan. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company?s competitive advantage.

The business risk framework defines the risk management approach across the enterprise at various levels.

VIGIL MECHANISM

Pursuant to the provisions of Section177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the revised policy on Vigil Mechanism / Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit committee.

Your Company hereby affirms that no Director / Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The policy of vigil mechanism is available on the Company?s website.

EMPLOYEES STOCK OPTION SCHEME

During the year, the Company has not formed any Employees Stock Option Scheme.

The details of the Employees Stock Option Scheme of the Company are as under:

PARTICULARS DETAILS
Options Granted NIL
Options Vested NIL
Options Exercised NIL
Total Number of shares arising as a result of exercise of option NIL
Options lapsed NIL
The exercise price NIL
Variation of terms of options NIL
Money realized by exercise of options NIL
Total number of options in force NIL
Employee wise details of options granted: NIL
(i) Key Managerial Personnel NIL
Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year NIL
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversations) of the Company at the time of grant. NIL

RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2021-22 were on arm?s length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 entered by the Company during the financial year ended March 31, 2022 in prescribed Form AOC-2 is annexed to this Board?s Report as Annexure-5.

ANNUAL RETURN

Pursuant to Section 134(3)(a) Companies Act, 2013 your Company shall place the annual return as referred to in Section 92(3) of the Companies Act, 2013 in the web address of the Company. The Company has a website namely https://dcxindia.com/ and has placed its annual return in its website under the following link: https://dcxindia.com/investors/

However, pursuant to Rule 12(1) of the Companies (Management and Administration) Rules, 2014, since web link of the annual return has been disclosed in the Boards Report, the Company is not required to attach the extract of the annual return in its Boards Report.

ENERGY CONVERSATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, are set out in the Annexure-6 to this Director?s Report.

PARTICULARS OF EMPLOYEES

The Statement containing particulars of the employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report and attached as Annexure-7.

SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards relating to ‘Meetings of the Board of Directors? and ‘General Meetings? during the year.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy (Policy) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2022.

a. No of Complaint received - NIL

b. No of Complaint disposed off - NIL

Further as per the requirement of aforementioned Act Annual Return is filed with concerned authorities.

MATERIAL CHANGES AND COMMITMENT, IF ANY

There are no Material changes and commitments affecting the financial position of the Company which occurred between the financial year ended March 31,2022 to which the financial statements relates and the date of signing of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no order passed by any Regulator, Court or Tribunal against the Company which can impact its going concern status and Company?s operation in future.

However, Honourable Regional Director Southeast Region, Hyderabad has passed the order vide F.NO:09/13/ROC-KARNATAKA/RD(SER)/96OF2013/2022/205 for violation of Section 96 of the Companies Act, 2013 dated 11.04.2022 and filed the same with ROC Bangalore.

DIRECTORS? RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5) of the Companies Act, 2013 the Board of Directors hereby state and confirm that:

a) In the preparation of the annual accounts for the year ending March 31,2022 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 judgements and estimated 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 the 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, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; Not Applicable

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.

OTHER DISCLOSURES

There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection

Fund authority not applicable to your Company.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation, extended by all the stakeholders and look forward to having the same support in all our future endeavors.

Your directors also place on record there sincere appreciation for significant contribution made by the employees at all levels through their dedication, hard work and commitment and look forward to their continued support.

Sd/- Sd/-
Dr. H S Raghavendra Rao Sankarakrishnan Ramalingam
Chairman & Managing Director Whole Time Director
Address: Suvarna House No 10, Address: 504, Niharika Film City Road,
Municipal No 60, 5th main Road, 5th Near Oberoi Mall, Goregaon (East),
Block, Behind East R V metro Station, Mumbai-400063, Maharashtra, India
Jayanagar, Bangalore-560041, DIN: 00078459
Karnataka, India
DIN: 00379249
Place: Bangalore
Date: 21.07.2022