daps advertising ltd share price Directors report

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 Companys 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 14^th, 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 9^th, 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 14^th, 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. Companys 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 companys 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 Companys 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 (NEDs):

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 Companys 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 companys 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 companys 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 21^st Annual General Meeting of the Company (21^st 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 21^st AGM till the conclusion of 26^th 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 Auditors Report are self-explanatory and do not call for further explanations. The Auditors 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 Companys 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 Companys 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 Boards 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 companys 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