Dear Members,
Your Directors have pleasure in presenting the 37th Boards Report of M/s Crayons
Advertising Limited (Formerly known as M/s Crayons Advertising Private Limited ("the
Company") for the financial year ended 31st March 2023.
Financial Review
(IN Rs. Lacs)
| Particulars |
FY 2022-23 |
FY 2021-22 |
Change % |
| Revenue from contracts with customers |
27,568.45 |
19,252.59 |
43.19 |
| Inventory and data costs |
23,017.56 |
16,992.79 |
35.45 |
| Employee benefits expenses |
1,149.46 |
751.00 |
53.06 |
| Other expenses |
1,506.88 |
1,225.11 |
23.00 |
| EBITDA |
1,894.55 |
283.69 |
567.82 |
| % EBITDA Margin |
6.87 |
1.47 |
366.38 |
| Depreciation and amortisation expenses |
110.49 |
92.89 |
18.95 |
| Finance costs |
79.06 |
107.86 |
-26.70 |
| Other income (Excl. Liabilities written back, if any) |
546.46 |
152.38 |
258.62 |
| Profit Before Tax and Share of loss of an associate |
2,251.46 |
235.32 |
856.77 |
| Share of loss of an associate |
- |
- |
0.00 |
| Profit Before Tax (PBT) |
2,251.46 |
235.32 |
856.77 |
| (Less): Total tax |
592.19 |
73.98 |
700.47 |
| (Less): Non-controlling interest |
- |
- |
0.00 |
| Profit After Tax (PAT) net of non-controlling interest |
1,659.27 |
161.34 |
928.43 |
| % Profit Margin |
6.02 |
0.84 |
618.21 |
| Normalized PAT (net of non-controlling interest) |
1,659.27 |
161.34 |
928.43 |
| % Normalized PAT Margin |
6.02 |
0.84 |
618.21 |
The company has clocked Commendable revenues of Rs 27,568.45 Lacs in FY 2022-23, as
compared to revenue of Rs. 19,252.59 in FY 2022 maintaining the accelerated growth
momentum with 43% YoY increase. The EBITDA for FY 2023 is Rs. 1894.55 Lacs with a margin
of 6.87%. Net Profit of Rs. 1659.27 Lacs with a margin of 6.02% as Net Profit of FY 2022
which is Rs. 161.34 Lacs with margin of 0.84.
The company has overcome from the impact of COVID-19 and witness growth of 43.19% in
the Topline during the financial year 2022-23. During the Financial year 2023-24, the
focus of the company is to enhance existing infrastructure with a focus on evolving and
improvising owned and acquired technology to build further on cutting edge offerings. In
order to make this possible, our starting point will be (i) investing in Studios, (ii) To
Enhance our existing foundation of Web3 capabilities to offer more dynamic Metaverse
solutions. - with the help of Augmented Reality and Virtual Reality we can take our
marketing efforts to a whole other level. We want to allow brands to communicate in a
tech-led world, and the consumers to experience the product with the most dynamically
created and targeted content, (iii) Tool Software development & Acquisition, (iv)
Enhance already our well renowned wide array of Event offerings - enabled with new-age
technology applications to allow omnipresence, (v) Elevating our already coveted OOH
business with investment in scale and technology.
Key Financial Ratios
| Key Ratios |
As of March 31, 2023 |
| Return on Net Worth (%) |
0.31% |
| Return on Capital Employed (%) |
0.92% |
| Total Debt/Equity |
0.18 |
| Interest Coverage Ratio |
29.48 |
| Current Ratio |
1.46 |
| Diluted Earnings per Share (Rs.) |
9.22 |
Return on Net Worth for FY 2023 is 0.31 whereas the Return on Capital Employed if 0.92.
As the company has reduced its debts during last 2 financial years, the total debt to
equity ratio came to 0.18. Further the Interest Coverage Ratio of the company for FY 2023
is 29.48 which is very impressive. Current ratio of the company is 1.46 which shows thats
the current assets of the company is more than current liabilities. During FY 2023 EPS
(Earning Per Share) of 9.22.
DIVIDEND
During the year under review, your Company does not recommend any dividend in the
absence of profits.
RESERVES AND SURPLUS
The Company had earned a Net profit of Rs. 1659.27 (in lacs) during the current
financial year 2022-23. The entire Net profit during the current financial year had been
carried to the Reserves and Surplus.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company
by officers or employees of the company.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2022-23
The status of the company has been changed from Private Limited Company to Public
Listed Company. The company has been listed on National Stock Exchange on 2nd June 2023.
There were no other material changes and commitment affecting the financial position of
company after the close of financial year 2022-23 till the date of report.
SHARE CAPITAL
During the year under review the company has not allotted any shares except Bonus share
issue on 15th December 2022.
PUBLIC DEPOSITS
The Company has not accepted any deposit during the period started from 1st April, 2022
to 31 st March, 2023.
CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There was no change in the nature of business of the Company
INITIAL PUBLIC OFFER
The company has come with the Public issue of 64,30,000 (Sixty Four Lacs Thirty
Thousand) Equity Shares with issue price of Rs. 65 (Rupees Sixty Five Only) per share. The
company list on National Stock Exchange on 2nd June 2023.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
Details of Loans, Guarantees and Investments, if any, covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements
as on 31.03.2023 and part of annual report.
CORPORATE GOVERNANCE
Your Companys Corporate Governance Practices are a reflection of the value system
encompassing culture, policies and relationships with its stakeholders. Integrity and
transparency are a key to Corporate Governance Practices to ensure that the Company gain
and retain the trust of its stakeholders at all times. Your Company is committed for
highest standard of Corporate Governance in adherence of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to
Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a
Report on Corporate Governance forms an integral part of this annual report is attached as
Annexure-A
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulated
under Listing Regulations is presented separately as part of this Annual Report is
attached as Annexure-B
DISCLOSURE REGARDING BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
DISCLOSURE REGARDING BONUS SHARES
During the year under review the company has issued shares 1,57,50,000 (One Crore
Fifty-Seven Lacs Fifty Thousand) equity shares each having a nominal value of Rs.
15,75,00,000/- (Rupees Fifteen Crore Seventy- Five Lacs Only) at a price of Rs. 10/-
(Rupees Ten only) per share at par as fully paid bonus shares to the holders of equity
shares in the Company, whose names appear in the Register of Members of the Company on the
date of allotment, in the ratio of 7:1 i.e. [7 (Seven) equity shares for every 1 (One)
equity share held].
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an adequate internal financial control and risk mitigation, which are
constantly assessed and strengthened with new/revised standard operating procedures
commensurate with its size and the nature of its business.
During the year, no reportable weakness in the operations and accounting were observed
and your company has adequate internal financial control with reference to its financial
statements.
RISK MANAGEMENT POLICY
The Company has an effective risk management procedure, which is governed at the
highest level by the Board of Directors, covering the process of identifying, assessing,
mitigating, reporting and review of critical risks impacting the achievement of Companys
objectives or threaten its existence. To further strengthen & streamline the
procedures about risk assessment and minimization procedures, the Board of Directors has a
Risk Management Committee and has also formulated a Risk Management Policy.
HUMAN RESOURCES DEVELOPMENT:
Your Company has continuously adopted structures that help attract best external talent
and promote internal talent to higher roles and responsibilities. The Companys people
centric focus providing an open work environment fostering continuous improvement and
development helped several employees realize their career aspirations during the year.
Companys Health and Safety Policy commits to provide a healthy and safe work
environment to all employees. The Companys progressive workforce policies and benefits
have addressed stress management, promoted work life balance.
PARTICULARS OF EMPLOYEES:
Details of the top ten employees in terms of remuneration drawn, as required under the
provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this
Report as Annexure-C.
The ratio of remuneration of each Director and Key Managerial Personnel to the median
of employees remuneration, the percentage increase in remuneration, as required under the
provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure-C.
Further, there are no employees posted and working outside India and drawing salary in
excess of the prescribed limits under the above Rules and accordingly, the statement
included in this Report does not contain the particulars of employees who are posted and
working outside India.
NUMBER OF BOARD MEETINGS:
The Board of Directors of the Company met 22 (Twenty Two) times during the year under
review. The details of the meetings of the Board including that of its Committees are
given in the Report on Corporate Governance forming part of this Annual Report.
The maximum time gap between any two consecutive meetings did not exceed 120 days.
NUMBER OF GENERAL MEETINGS:
During the year 2022-23, following general meetings held:
1. Annual General Meeting: 30th day of September, 2022
2. EGM Date: During the year under review, four EGM were held on 16th September 2022,
1st December, 2022, 24th January 2023, 8th February 2023.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions are entered on arms length basis and are in
compliance with the applicable provisions of the Act. Further disclosure in Form AOC-2 is
as attached as Annexure D. There are no materially significant related party transactions
made by the company with Promoters, Directors or Key Managerial Personnel etc. which may
have potential conflict with the interest of the company at large.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND EXPENDITURES:
Particulars relating to energy conservation, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies
Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given
hereunder:
> CONSERVATION OF ENERGY
i. Steps taken or impact on conservation of energy: Energy conservation efforts are
ongoing activities. During the year under review further efforts were made to ensure
optimum utilization of electricity.
ii. Steps taken by the company for utilizing alternate sources of energy: Nil, as your
company does not carry any manufacturing activities
iii. The Capital investment on energy conservation equipments: Nil
> TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT
No research & development or technical absorption or adaption & innovation
taken place in the company during the Financial Year 2022-23, the details as per rule 8(3)
of The companies (Accounts) Rules 2014 are as follows:
i. Efforts made towards technology absorption: Nil
ii. Benefits derived like product improvement, cost reduction, product development or
import substitution: Nil
iii. In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year):
a) Details of technology imported: Nil
b) Year of Import: Nil
c) Whether the technology been fully absorbed: Nil
d) Areas where absorption has not taken place, and the reasons thereof: Nil
iv. Expenditure incurred on Research and Development: Nil FOREIGN EXCHANGE EARNINGS AND
OUTGO
Foreign Exchange Earnings: INR 127.97 Lacs Foreign Exchange Outgo: INR 18.79 Lacs
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
Your Company has no subsidiary company, joint venture or associate company.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, there are 6 (Six) Directors in your Company. The detail is as
under:
| S. No. |
Name |
DIN |
Category |
Designation |
| 1 |
Mr. Kunal Lalani |
00002756 |
Executive |
Chairman Managing Director |
| 2 |
Mrs. Vimi Lalani |
00010548 |
Non-Executive Director |
Director |
| 3 |
Mr. Hulas Mal Lalani |
00257693 |
Non-Executive Director |
Director |
| 4 |
Mr. Atul Jeevandhar kumar Hegde |
02699927 |
Non-Executive Director |
Director |
| 5 |
Mr. Vinod Zutshi |
00502876 |
Non-Executive Director |
Independent Director |
| 6 |
Mr. Surendra Kumar Pagaria |
02945040 |
Non-Executive Director |
Independent Director |
None of the directors are disqualification under section 164(1) of Companies Act, 2013.
Change in Board of Directors during financial year 2022-23:
The Board of Directors of the Company approved the appointment of Mr. Atul Jeevandhar
kumar Hegde (DIN: 02699927) as a Non-Executive - Non Independent Director and Mr. Vinod
Zutshi DIN(00502876) as Non-Executive Independent Director of the Company with effect from
1st December 2022.
The Board of Directors of the Company also approved the appointment of Mr. Surendra
Pagaria (DIN: 02945040) as a Non-Executive - Independent Director with effect from 21st
January 2023 whose term of office will expire on the ensuing Annual General Meeting (AGM)
and his appointment is required to be regularized subject to approval of members in the
ensuing Annual General Meeting.
Directors liable to retire by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Mrs. Vimi Lalani (Non-Executive
Director) (DIN: 00010548) is liable to retire by rotation and being eligible, seeks
re-appointment at the ensuing AGM. Mrs. Vimi Lalani is not disqualified under Section
164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the
best interest of the Company.
During the year under review, the following persons were designated as Key Managerial
Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with
the Rules framed thereunder:
| S. No. |
Name |
Designation |
Remarks |
| 1 |
Mr. Rajat Singhal |
Chief Financial Officer |
Appointed on 1st December, 2022 |
| 2 |
Ms. Neelu Prajapati |
Company Secretary |
Appointed on 15th December 2022 and resigned on 8th May 2023 |
| 3 |
Mr. Gagan Mahajan |
Company Secretary |
Appointed on 8th May 2023 |
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee has framed a policy for selection and
appointment of Directors including determining qualifications and independence of a
Director, Key Managerial Personnel (KMP), Senior Management Personnel and their
remuneration as part of its charter and other matters provided under Section 178(3) of the
Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination &
Remuneration Policy of the Company which lays down the criteria for determining
qualifications, competencies, positive attributes and independence for appointment of
Directors and policies of the Company relating to remuneration of Directors, KMP and
Senior Management Personnel is available under investor relations section on the Companys
website and also attached as Annexure-E.
Further, the Company also has a Board Diversity Policy to assure that the Board is
fully diversified and comprises of an ideal combination of Executive and Non-Executive
Directors, including Independent Directors, with diverse backgrounds.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company received declarations from Independent Directors in accordance with Section
149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria
of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013
and Listing Regulations.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations, the Board
carried out an annual performance evaluation of its own performance, the Directors
individually, as well as the evaluation of the working of its Committees.
The Board evaluation was conducted through questionnaire designed with qualitative
parameters and feedback based on ratings. Evaluation of the Board was based on criteria
such as composition and role of the Board, Board communication and relationships,
functioning of Board Committees, review of performance of Executive Directors and
strategic planning.
Evaluation of Committees was based on criteria such as adequate independence of each
Committee, frequency of meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its advice/recommendation to the
Board.
Evaluation of Directors was based on criteria such as participation and contribution in
Board and Committee meetings, experience and expertise to provide feedback and guidance to
top management on business strategy, governance, risk and understanding of the
organisations strategy.
The outcome of the Board Evaluation for the financial year 2022-23 was discussed by the
Independent Directors at its meeting held on March 31, 2023.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company received declarations from Independent Directors in accordance with Section
149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria
of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013
and Listing Regulations.
STATUTORY AUDITORS:
M/s SS Kothari Mehta & Company, Chartered Accountants (Firm Registration No.
000756N) was appointed as the Statutory Auditors of the Company for a term of 5 (Five)
years from the conclusion of 33rd Annual General Meeting till the conclusion of the 38th
Annual General Meeting of the Company to be held in the year 2024 at a remuneration as may
be mutually agreed upon between the said Auditors and Board of Directors of the Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed Vasisht & Associates, Company Secretaries as the Secretarial Auditors of
the Company to undertake Secretarial Audit of the Company for the FY 2022- 23. The
Secretarial Audit Report is annexed to this Report as Annexure F. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.
AUDITORS REPORT:
The observations of the Statutory Auditors in their report, read with the relevant
notes to the financial statement are self-explanatory.
EXPLANATION TO AUDITORS REMARKS:
The auditor has not stated any qualification, reservation, adverse remark or disclaimer
in the auditors report.
DETAILS ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Corporate Social Responsibility is not applicable on the company during FY 2022-23.
FRAUDS TO BE REPORTED BY AUDITORS:
The Auditors of the Company had not reported any offence involving any fraud committed
against the Company by any officer or employee of the Company during the current financial
year as well as during the previous financial year, as required under sub-section (12) of
section 143 of the Companies Act, 2013.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
Your Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2022-23, the Company did not receive any complaints on sexual
harassment and therefore, no complaints remain pending as of 31st March, 2023.
SIGNIFICANT AND MATERIAL ORDERS:
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys Operations in future.
BUSINESS EXCELLENCE AND QUALITY INITIATIVES:
Your Company continues to be guided by the philosophy of business excellence to achieve
sustainable growth. Innovation in services and business models is a key agenda of the
Management along with a customer-focused culture towards building long-term customer
relationships.
SECRETARIAL STANDARDS
The Company has complied with all the Secretarial Standards issued till the end of
financial year 2022-23. ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, copy of the Annual Return of the Company for
the financial year 2021-22 prepared in accordance with Section 92(1) of the Act is
available on the website of the Company at https://
thecrayonsnetwork.com/wp-content/themes/thecrayonsnetwork/assets/pdfs/Annual-Return-FY-2023.pdf
VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors have formulated a "Whistle Blower Policy
and Vigil Mechanism" and which is in compliance with the provisions of Section
177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company has
adopted the Policy for Directors and employees to report genuine concerns and to provide
for adequate safeguards against victimization of persons who may use such mechanism. The
policy provides for a framework and process whereby concerns can be raised by its
Employees and Directors to the management about unethical behavior, actual or suspected
fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or
misrepresentation of any financial statements. Further, no person has been denied access
to the Audit Committee.
The Whistle Blower policy can be accesses on the Companys Website at the link:
www.thecrayonsnetwork.com.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm
that:
i. in the preparation of the annual accounts for the financial year 2022-23, the
applicable accounting standards have been followed and there are no material departures;
ii. 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 as at 31st March, 2023 and of the profit
/loss of the Company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
iv. the directors had prepared the annual accounts on a going concern basis;
v. 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.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates for their
support and contribution during the year. The Directors would also like to thank the
employees, shareholders, customers, suppliers, bankers and regulatory and government
authorities for the continued support given by them to the Company and their confidence
reposed in the management.
By Order of the Board
For Crayons Advertising Limited
(Formerly known as Crayons Advertising Private Limited)
Sd/-
Kunal Lalani
(Chairperson cum Managing Director)
DIN:00002756
Place: New Delhi
Date: September 05, 2023
+91-9892691696
