To,
The Members,
M/s DAPS Advertising Limited Kanpur
Your directors have pleasure in presenting their Board Report of the company together
with the Audited Financial Statements for the Financial Year ended March 31, 2023.
1. Financial Highlights and State of Company's Affairs
The Company is domiciled in India and was incorporated under the provisions of the
Companies Act, 1956. Following is the summary of its financial performance-
rupees in Lakhs)
PARTICULARS |
YEAR ENDED 31ST MARCH, 2023 |
YEAR ENDED 31ST MARCH, 2022 |
Revenue From Operations |
3014.97 |
1868.30 |
Other Income |
26.60 |
8.69 |
Total Income |
3041.57 |
1876.99 |
Expenses excluding Depreciation |
2756.14 |
1716.90 |
Depreciation |
20.33 |
14.17 |
Total Expenses |
2776.47 |
1731.07 |
Profit/(Loss) Before Tax |
265.10 |
145.92 |
Total Tax Expense |
66.72 |
36.76 |
Profit/(Loss) After Tax |
198.38 |
109.16 |
Basic & Diluted Earnings per equity share (EPS) (Rs.) |
4.74 |
3.14 |
During the year under review, the overall performance of the company was steady and
satisfactory. The company came up with an Initial Public Offer of its equity shares and
subsequently the entire equity of your company was listed on the SME segment of BSE on
November 14th, 2022.
2. Change in the Nature of Business
During the year, there was no change in the nature of business of the company.
3. Material Changes and Commitments during the Year
No material changes and commitments have occurred between the end of the financial year
to which the financial statements relate and the date of this Report, which affect the
financial position of your company.
4. Amount proposed to be transferred to Reserves
The Board of Directors of your company has decided not to transfer any amount to the
Reserves for the year under review.
5. Dividend
The Board of Directors of your company is pleased to recommend a dividend of Rs. 0.5
per equity share of face value of Rs. 10 each (i.e. @5%), payable out of the profits of
the company, to those Shareholders whose names appear in the Register of Members as on the
Record Date.
6. Capital Structure
Your company has issued 17,00,000 equity shares with face value of Rs. 10 each at an
issue price of Rs. 30 each on November 9th, 2022, pursuant to its Initial
Public Offer. These shares rank pari-passu with the existing shares of the company.
Thereafter, all the equity shares of your company got listed on the SME segment of BSE on
November 14th, 2022. The Company has, during the year under review, neither
issued any Equity shares with differential voting rights nor any shares (including sweat
equity shares) to its employees under any scheme.
Following is the summary of capital structure-
SHARE CAPITAL |
AS AT 31.03.2023 (RS.) |
AS AT 31.03.2022 (RS.) |
Authorized Capital : |
5,50,00,000 |
5,50,00,000 |
(55,00,000 Equity Shares of Rs.10/- each) |
|
|
Issued, Subscribed & Paid-up Capital : |
5,17,49,000 |
3,47,49,000 |
(51,74,900 Equity Shares of Rs. 10/- each) |
|
|
7. Directors and Key Managerial Personnel
Following Directors and Key Managerial Personnel were appointed/re-appointed during the
year under review-
Name |
Designation |
Effective Date |
1. Mr. Akhilesh Chaturvedi |
Chairman and Whole time Director |
Re-appointed by the Board w.e.f. 06.03.2023* |
2. Mr. Dharmesh Chaturvedi |
Managing Director |
Re-appointed by the Board w.e.f. 06.03.2023* |
3. Mr. Paresh Chaturvedi |
Chief Financial Officer and Whole time Director |
Re-appointed by the Board w.e.f. 06.03.2023* |
4. Mr. Anshuman Chaturvedi |
Independent Director |
Appointed by the Members w.e.f. 26.09.2022 |
5. Mr. Amit Bansal |
Independent Director |
Appointed by the Members w.e.f. 26.09.2022 |
6. Ms. Akanksha Sunny Bilaney |
Independent Director |
Appointed by the Members w.e.f. 26.09.2022 |
7. Ms. Shivi Rastogi |
Independent Director |
Appointed by the Members w.e.f. 26.09.2022 |
8. Ms. Pooja Kapoor |
Company Secretary |
Appointed by the Board w.e.f. 16.07.2022 |
*The said re-appointment is subject to the consent of members at the ensuing general
meeting.
• Ms. Srishti Chaturvedi (Non-Executive Director) has been re-appointed by the
Board (in consultation with the Nomination and Remuneration Committee) at its meeting held
on August 19, 2023 on account of completion of her term. The said re-appointment is due
for approval of the members at the ensuing Annual General Meeting.
• Ms. Shivi Rastogi and Ms. Akanksha Sunny Bilaney (Independent Directors) have
been reappointed by the Board (in consultation with the Nomination and Remuneration
Committee), for a further term of one year respectively, at its meeting held on August 19,
2023 on account of approaching end of their term (i.e. on September 26, 2023). The said
re-appointment is due for approval of the members at the ensuing Annual General Meeting.
• In terms of Section 152 of the Companies Act, 2013, Mr. Paresh Chaturvedi (DIN:
00989858) and Mr. Dharmesh Chaturvedi (DIN: 00989831) will retire by rotation at the
ensuing Annual General Meeting and being eligible, have offered themselves for
re-appointment. The Board recommends their re-appointment.
• Resolutions seeking Members' approval for the re-appointment of Directors, along
with their brief profiles, shall be included in the Notice of the upcoming general
meeting.
8. Statement on Declaration given by Independent Directors
We have received necessary declarations regarding independence from all the Independent
Directors of the company. They have adhered to the Code for Independent Directors as
prescribed in Schedule IV to the Companies Act, 2013, as well as the Code of Conduct for
Directors and Senior Management Personnel formulated by the company.
9. Board Meetings
There were 15 (Fifteen) meetings of the Board of Directors held during the Financial
Year ended March 31, 2023 including one meeting of the Independent Directors without the
presence of any other director of the company. These meetings took place on the following
dates:
i. |
16.05.2022 |
v. |
26.07.2022 |
ix. |
29.09.2022 |
xiii. |
09.11.2022 |
ii. |
10.06.2022 |
vi. |
30.07.2022 |
x. |
30.09.2022 |
xiv. |
06.03.2023 |
iii. |
01.07.2022 |
vii. |
13.08.2022 |
xi. |
08.10.2022 |
xv. |
28.03.2023 |
iv. |
15.07.2022 |
viii. |
31.08.2022 |
xii. |
21.10.2022 |
|
The intervening gaps between the meetings were within the period prescribed under the
Companies Act, 2013.
10. Committees of the Board
The Board constituted Audit Committee, Nomination and Remuneration Committee and
Stakeholders' Relationship Committee (w.e.f September 30, 2022) during the year.
Constitution of the said committees has not changed during the year under review. However,
the Audit Committee has been reconstituted by the Board at its meeting held on August 19,
2023. The constitution of the Committees is as follows-
Audit Committee (upto August 19, 2023)
Name of Members |
Designation |
| Mr. Anshuman Chaturvedi |
Non- Executive Independent Director (Chairman) |
| Mr. Amit Bansal |
Non- Executive Independent Director (Member) |
| Ms. Srishti Chaturvedi |
Non- Executive Director (Member) |
Audit Committee (from August 19, 2023)
|
Name of Members |
Designation |
| Mr. Anshuman Chaturvedi |
Non- Executive Independent Director (Chairman) |
|
| Ms. Srishti Chaturvedi |
Non- Executive Director (Member) |
|
| Ms. Shivi Rastogi |
Non- Executive Independent Director (Member) |
|
Stakeholders' Relationship Committee
|
Name of Members |
Nature of Directorship |
| Mr. Anshuman Chaturvedi |
Non- Executive Independent Director (Chairman) |
|
| Ms. Shivi Rastogi |
Non- Executive Independent Director (Member) |
|
| Ms. Srishti Chaturvedi |
Non- Executive Director (Member) |
|
Nomination and Remuneration Committee
|
Name of Members |
Nature of Directorship |
| Mr. Anshuman Chaturvedi |
Non- Executive Independent Director (Chairman) |
|
| Ms. Akanksha Sunny Bilaney |
Non- Executive Independent Director (Member) |
|
| Ms. Srishti Chaturvedi |
Non- Executive Director (Member) |
|
During the year under review, all the Committees conducted a single meeting
respectively.
11. Company's Policy on Directors' Appointment and Remuneration
The company has formulated a Nomination and Remuneration policy and established a
committee within the Board called the 'Nomination and Remuneration Committee'. According
to this policy, the Committee must comprise a minimum of three non-executive directors,
with a majority of them being independent. The appointment or removal of Committee members
will be decided by the Board of Directors, and the Chairman of the Committee must be an
independent director.
The said policy is available on the company's website at
https://dapsadvertising.com/wp- content/uploads/2023/05/Nomination and Remuneration
Policy.pdf and following are its salient features-
a) In discharging its responsibilities, the Committee must have regard to the
following policy objectives:
i. to ensure that the Company's remuneration structures are equitable and aligned with
the long - term interests of the Company and its shareholders;
ii. to attract and retain skilled executives;
iii. to structure short and long-term incentives that are challenging and linked to the
creation of sustainable shareholder returns; and
iv. to ensure any termination benefits are justified and appropriate;
v. to consider professional indemnity and liability insurance for Directors and senior
management
b) Remuneration to Non-Executive Directors (NED's):
NEDs shall be paid a sitting fee for every meeting of the board and committee thereof
attended by them as member. The amount of sitting fees shall be paid in accordance with
the decision of the Board, subject
to ceiling/ limits as provided u/s 197(5) Companies Act, 2013 read with rule 4 of
Companies (Appointment & Remuneration of Managerial Personnel) rules, 2014.
c) Remuneration to Key Managerial Personnel & other employees:
i. The objective of the policy is directed towards having a compensation philosophy and
structure that will reward and retain talent.
ii. Remuneration to Executive Director/ Key Managerial Personnel and Senior Management
will be such as to ensure that the relationship of remuneration to performance is clear
and meets appropriate performance benchmarks and may involve a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the
working of the Company and its goals.
iii. While deciding the remuneration package, to take into consideration current
employment scenario and remuneration package of the industries operating in the similar
comparable businesses in the geographical area of its operations.
12. Board Evaluation
The annual evaluation of performance of the Board, its committees and individual
directors has been carried out in accordance with the provisions of the Act and SEBI
Listing Regulations. Performance Evaluation of Non-Executive Directors (including the
Independent Directors) was done by the entire board, excluding the director who was
subject to such evaluation, after taking into consideration various aspects laid down
under the Nomination and Remuneration Policy of the Company. Performance evaluation of the
Board Committees was also carried out. The Board expressed its satisfaction with the
overall performance. In a separate meeting of Independent Directors, the performance of
Non Independent Directors was evaluated by the Independent Directors and it was concluded
that the performance of non-independent directors has been satisfactory and they have been
acting responsibly. The Independent Directors reviewed the performance of the Board as a
whole and concluded that the structure and competency of the Board was diverse and in
accordance with the requirements of law. There remains open and meaningful participation
of the Board Members in the Meetings, effectiveness in decision making, attainment of
annual operational plans and maintenance of good business relations with various
stakeholders, etc. Independent Directors have also assessed the quality, quantity and
timeliness of flow of information between the Company's Management and the Board and have
recorded their satisfaction with the same.
13. Annual Return
The copy of annual return for the F.Y. 2022-23 will be available on the company's
website on the link- https://dapsadvertising.com/investors/annual-return-u-s-92-of-the-companies-act-2013/.
Annual Returns for earlier periods can also be accessed on the above web-link.
14. Statement of deviation or variation
Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, obligates listed companies to submit to the stock exchange a
half-yearly (or quarterly for non-SME listed companies) statement detailing the
utilization of funds raised through any public issue of shares,
indicating any deviations or variations from the originally stated objectives or
projected utilization mentioned in the offer document or explanatory statement for the
general meeting.
In compliance with this regulation, our company has submitted a half-yearly statement
to the BSE for the period ending on March 31, 2023. The statement has undergone a thorough
review by the Audit Committee and has been duly certified by the statutory auditors of the
company. The said statement is attached as an annexure to this report.
15. Remuneration of Directors and Employees
As per sub-section (12) of section 197 of the Companies Act, 2013 and rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following
are the details regarding remuneration of directors and employees of the company-
|
|
|
|
Ratio or Remuneration to |
% increase in remuneration in Financial Year 2022-23 |
|
Name of Director |
Designation |
|
median |
|
|
|
|
|
Remuneration of employees |
|
|
Mr. Akhilesh Chaturvedi |
Chairman, Whole-Time Director |
33:4 |
37.5 |
|
|
Mr. Dharmesh Chaturvedi |
Managing Director |
33:4 |
37.5 |
|
|
Mr. Paresh Chaturvedi |
Whole-Time Director, Chief Financial Officer |
33:4 |
37.5 |
|
* Footnotes:
• The percentage increase in the median remuneration of employees for the
Financial Year 2022-23 is 25%.
• The number of permanent employees on rolls of the company as on 31st March, 2023
is 9 (Nine).
• The average increase in managerial remuneration for the Financial Year 2022-23
is 37.50% and the average increase in the salaries of employees other than managerial
personnel for the Financial Year 2022-23 is 34.59%.
• The remuneration stated above is in accordance with the remuneration policy of
the company.
• Remuneration to Non-Executive directors is in the nature of sitting fees as per
the statutory provisions, hence not considered for the above purposes.
Note- For the above calculations, annualized salaries have been considered for
employees who were employed for a part of the year.
16. Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any;
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;
e) 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; and
f) the internal financial controls have been laid down by the company and such
financial controls are adequate and operating effectively.
17. Compliance with Secretarial Standards
During the year, your Company has complied with applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to “Meetings of the Board of Directors” and
“General Meetings” respectively.
18. Internal Financial Control
Your company has an adequate system of internal control in place to safeguard and
protect its assets from loss, unauthorized use, or disposition. All transactions are
properly authorized, recorded and reported to the management. Your company diligently
adheres to applicable Accounting Standards to ensure proper maintenance of the books of
accounts and accurate reporting of financial statements. Furthermore, internal auditors
have been appointed to conduct regular assessments of the systems and procedures, ensuring
that they are commensurate with the specific requirements and nature of the company's
business operations.
19. Statutory Auditors and the Auditors' Report
As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors)
Rules, 2014, members of the Company in 21st Annual General Meeting of the
Company ('21st AGM') approved the appointment of M/s Kedia Gupta and
Associates, Chartered Accountants (FRN No.:006465C), as the Statutory Auditors of the
Company for a term of five consecutive years i.e. from the conclusion of 21st
AGM till the conclusion of 26th AGM. The Report given by Statutory Auditors on
the Financial Statements of your Company for the financial year 2022-23 forms part of the
Annual Report. The Notes on the Financial Statements referred to in the Auditor's Report
are self-explanatory and do not call for further explanations. The Auditor's Report does
not contain any qualification, reservation, adverse remark or disclaimer.
20. Secretarial Auditors and the Secretarial Audit Report
Secretarial Audit has been carried out by M/s. Hemant Kumar Sajnani and Associates,
Company Secretaries for the financial year ended 31st March 2023. The Report given by the
Secretarial Auditors is annexed and forms an integral part of this Report. The Secretarial
Audit Report is self-explanatory and does not call for further explanations. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark
or disclaimer.
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed
M/s. Hemant Kumar Sajnani and Associates, Company Secretaries (CP No. 14214) (Membership
No. FCS 7348) as the Secretarial Auditors of the Company for the financial year ending
31st March, 2023. Your Company has received their written consent and confirmation that
the appointment is in accordance with the applicable provisions of the Act and rules
framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified
to be appointed as the Secretarial Auditors of the Company for the financial year ending
31st March, 2023.
21. Cost Records
Maintenance of cost records as specified by the Central Government under the provisions
of Section 148(1) of the Companies Act, 2013, is not applicable to the Company.
22. Frauds reported by Auditors
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory
Auditors and the Secretarial Auditors have not reported any incident of fraud to the Audit
Committee or the Board during the financial year under review.
23. Risk Management
The Company has adequate systems for timely identification, assessment, and
prioritization of risks and their consequent effects in terms of uncertainty on the
objectives of the company. There is proper and constant follow-up through coordinated and
economical application of resources to minimize, monitor, and control the probability
and/or impact of unfortunate events and to maximize the realization of opportunities.
24. Details of Establishment of Vigil Mechanism
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
directors and employees to report concerns about unethical behavior, actual or suspected
fraud, or violations of the Company's Code of Conduct or Ethics Policy. This policy also
allows for reporting of genuine concerns or grievances, including instances of leaks or
suspected leaks of unpublished price-sensitive information pursuant to SEBI (Prohibition
of Insider Trading) Regulations, 2015. You can access the Company's Whistleblower Policy
at https://dapsadvertising.com/wp-
content/uploads/2023/05/Vigil Mechanism Whistler Blower Policy.pdf.
25. Subsidiaries, Joint Ventures or Associate Companies
During the year under review, the Company did not have any subsidiaries, joint
ventures, or associates.
26. Details of Deposits
i. The Company did not accept any deposits during the year.
ii. There are no unpaid or unclaimed deposits as at the end of the year.
iii. There has been no default in repayment of deposits or payment of interest
thereon during the year.
27. Deposits not in compliance with Chapter V of the Act
The Company did not accept any deposits during the year.
28. Particulars of Loans, Guarantees and Investments
The company has not provided any loans or guarantees and has not made any investments
covered under Section 186 of The Companies Act, 2013, except for loans to related parties
in accordance with the provisions of the Act. The details of the said loans are given in
Note No. 14 and Note No. 24 B.3. to the Financial Statements attached.
29. Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 are attached to this report in the specified format (Form
AOC-2) and forms an integral part of this report. However, as per the policy on
materiality of related party transactions and on dealing with related party transactions
formulated by your company, no material related party transactions, i.e. transaction with
a related party exceeding 10% of the annual turnover of the company, as per the last
audited Financial Statements of your Company were entered into during the year. The Policy
is available on the website of your Company at https://dapsadvertising.com/wp-
content/uploads/2023/05/Policy on Materiality of Related Party Transactions.pdf.
30. Corporate Social Responsibility (CSR)
As per the provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, your company does not fall under the
ambit of CSR. Hence, your Company is not required to adopt the CSR Policy or to constitute
CSR Committee for the year under review.
31. Conservation of Energy, Technology Absorption, Foreign Exchange earnings &
Outgo:
Since the operations of your company are not energy intensive, disclosures pertaining
to conservation of energy and technology absorption are not applicable to your company
during the year under review. However, we remain committed to responsible energy
consumption practices and continually evaluate opportunities to enhance our operational
efficiency. We prioritize the adoption of relevant technologies that contribute to our
service quality and customer satisfaction.
Disclosures pertaining to foreign exchange earnings and outgo are not applicable to
your company during the year under review.
32. Certificate on Compliance of conditions of Corporate Governance
As per Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, your company, which has its specified securities listed on the SME
Exchange of BSE, is not required to comply
with the corporate governance provisions specified in Regulation 17, 17A, 18, 19, 20,
21, 22, 23, 24, 24A, 25, 26, 27, clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46 and para C, D and E of Schedule V for the year ended 31st March, 2023.
However, your Company is in compliance with the applicable provisions of the Companies
Act, 2013, with respect to the Corporate Governance.
33. Policy on Sexual Harassment at Workplace
The company has put in place a Policy for prevention of Sexual Harassment at the
Workplace in line with the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC)
has been set up for redressal of complaints related to sexual harassment. All employees
are covered under this policy.
Following is the summary of sexual harassment complaints during the year:
(a) Number of complaints pending at the beginning of the year- 0
(b) Number of complaints received during the year- 0
(c) Number of complaints disposed off during the year- 0
(d) Number of cases pending at the end of the year- 0
34. Management Discussion and Analysis Report (MDAR)
Management Discussion and Analysis Report for the year under review, as required under
Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, is set out separately and forms part of this Report.
35. Material Orders of Judicial Bodies /Regulators
No significant and material orders have been passed by any Regulator, Court, Tribunal,
Statutory and quasi-judicial body that would impact the going concern status of the
company and its future operations.
36. Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016 (IBC)
During the year under review, no applications for corporate insolvency resolution were
filed under the IBC before the National Company Law Tribunal or other courts. Furthermore,
there are no pending applications from creditors or the company itself, and there is no
ongoing corporate insolvency resolution process.
37. Details of difference between Valuation amount on One Time Settlement and
Valuation while availing loan from Banks and Financial Institutions
No One Time Settlement (OTS) has been made by the company in the reporting year, hence
no details are available regarding the difference between the valuation amount on the OTS
and the valuation amount for loans from banks and financial institutions.
38. Cautionary Note
The statements forming part of the Board's Report may contain certain forward looking
remarks within the meaning of applicable securities laws and regulations. Many factors
could cause the actual results, performances or achievements of the Company to be
materially different from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
39. Acknowledgements
We would like to take this opportunity to express our sincere gratitude to the support
received from the Central and State Governments, bankers and business associates. The
commitment and contributions of our dedicated employees, loyal shareholders, valued
customers and supportive communities have been instrumental in our success. Continuous
improvement has been fostered by our company's culture of professionalism, creativity, and
integrity and we look forward to a prosperous future with confidence.
|
For and on behalf of the Board |
Place: Kanpur |
|
Date: 19/08/2023 |
Akhilesh Chaturvedi |
|
(Chairman & Whole time Director) |
|
DIN:00989785 |
|
|
|