DAPS Advertising Ltd Directors Report

<dhhead>BOARD’S REPORT </dhhead>

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, 2024.

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, 2024	YEAR ENDED 31ST MARCH, 2023
Revenue From Operations	2035.76	3014.97
Other Income	97.14	26.60
Total Income	2132.90	3041.57
Expenses excluding Depreciation	1965.87	2756.14
Depreciation	21.73	20.33
Total Expenses	1987.60	2776.47
Profit/(Loss) Before Tax	145.30	265.10
Total Tax Expense	36.57	66.72
Profit/(Loss) After Tax	108.73	198.38
Basic & Diluted Earnings per equity share (EPS) (Rs.)	2.10	4.74

During the year under review, the overall performance of the company was steady and satisfactory.

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. Events subsequent to the date of Financial Statements

As on the date of this Report, your directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

5. 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.

6. Dividend

The Board of Directors of your company is pleased to recommend a dividend of Rs. 0.15 per equity share of face value of Rs. 10 each (i.e. @1.5%), payable out of the profits of the company, to those Shareholders whose names appear in the Register of Members as on the Record Date.

Additionally, as your company does not fall under the category of the top 1000 listed entities based on market capitalization, the requirement to formulate and disclose a Dividend Distribution Policy in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable on the Company.

7. Capital Structure

The Company has, during the year under review, neither issued any Equity shares (including those 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 31.03.2024 (Rs.)	AS AT 31.03.2023 (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	5,17,49,000
(51,74,900 Equity Shares of Rs. 10/- each)

8. Directors and Key Managerial Personnel

Following are the changes in the Directors/ Key Managerial Personnels of the company during the year under review-

Name	Designation	Date of Change	Reason for Change
1. Mr. Dharmesh Chaturvedi	Managing Director	September 28, 2023	Re-appointment at AGM by virtue of rotation
2. Mr. Paresh Chaturvedi	Chief Financiall Officer and Whole time Director	September 28, 2023	Re-appointment at AGM by virtue of rotation
3. Mr. Amit Bansal	Independent Director	September 26, 2023	Cessation of office on completion of term
4. Ms. Akanksha Sunny Bilaney	Independent Director	September 26, 2023	Re-appointment on completion of term
5. Ms. Shivi Rastogi	Independent Director	September 26, 2023	Re-appointment on completion of term
6. Ms. Srishti Chaturvedi	Non-Executive Director	September 26, 2023	Re-appointment on completion of term

In terms of Section 152 of the Companies Act, 2013, Mr. Akhilesh Chaturvedi (DIN: 00989785) and Ms. Srishti Chaturvedi (DIN: 08225434) will retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The Board recommends their re-appointment.

Ms. Shivi Rastogi and Ms. Akanksha Sunny Bilaney, were appointed as Independent Directors of the company for a second term of one year each with effect from September 26, 2023. Accordingly, considering the vacancy that will be created on completion of their term in September, 2024, the Board at its meeting held on August 08, 2024 has approved the appointment of Mr. Kamesh Sethi (DIN: 10738694) and Ms. Prachi Mishra (DIN: 10738698), in consultation with the Nomination and Remuneration Committee, as Additional Directors (Non-Executive & Independent), to hold office till the conclusion of ensuing Annual General Meeting and subject to the approval of members in the said general meeting, for appointment as Independent Directors to hold office for a term of one year from the date of conclusion of such general meeting.

Resolutions seeking Members approval for the appointment/re-appointment of Directors, along with their brief profiles, shall be included in the Notice of the upcoming general meeting.

9. Statement on Declaration given by Independent Directors

We have received necessary declarations regarding independence from all the Independent Directors and the Additional Independent Directors of the company. The Independent Directors 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.

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10. Board Meetings

There were 4 (Four) meetings of the Board of Directors held during the Financial Year ended March 31, 2024. These board meetings took place on 29.05.2023, 19.08.2023, 06.11.2023 and 29.02.2024 respectively.

Additionally, a separate meeting of the Independent Directors was held on 29.02.2024 without the presence of any other director of the company.

The intervening gaps between the meetings were within the period prescribed under the Companies Act, 2013.

11. Committees of the Board

There are three Committees of the Board- Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The constitution of the Committees and the respective changes in their composition during the year are as follows-

Audit Committee

Name of Members	Designation	Date of Change	Nature of Change
Mr. Anshuman Chaturvedi	Non- Executive Independent Director (Chairman)	-	-
Mr. Amit Bansal	Non- Executive Independent Director (Member)	August 19, 2023	Cessation
Ms. Shivi Rastogi	Non- Executive Independent Director (Member)	August 19, 2023	Appointment
Mr. Paresh Chaturvedi	Chief Financial Officer and Whole time Director	November 06, 2023	Appointment
Ms. Srishti Chaturvedi	Non- Executive Director (Member)	February 28, 2024	Resignation

Nomination and Remuneration Committee

Name of Members	Designation	Date of Change	Nature of Change
Mr. Anshuman Chaturvedi	Non- Executive Independent Director (Chairman)	-	-
Ms. Akanksha Sunny Bilaney	Non- Executive Independent Director (Member)	-	-
Ms. Srishti Chaturvedi	Non- Executive Director (Member)	-	-

Stakeholders’ Relationship Committee

Name of Members	Designation	Date of Change	Change
Mr. Anshuman Chaturvedi	Non- Executive Independent Director (Chairman)	-	-
Ms. Shivi Rastogi	Non- Executive Independent Director (Member)	-	-
Ms. Srishti Chaturvedi	Non- Executive Director (Member)	-	-

During the year under review, 4 (Four) meetings of the Audit Committee, 2 (Two) meetings of the Nomination and Remuneration Committee, and 1 (One) meeting of the Stakeholders’ Relationship Committee were held.

12. 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/uploads/2024/05/NRC-Policy-1.1.pdf and following are its salient features-

a) In discharging its responsibilities, the Committee must have regard to the following policy objectives:

to ensure that the Company’s remuneration structures are equitable and aligned with the long-term interests of the Company and its shareholders; to attract and retain skilled executives; to structure short and long-term incentives that are challenging and linked to the creation of sustainable shareholder returns; and

To ensure any termination benefits are justified and appropriate.

To consider professional indemnity and liability insurance for Directors and senior management

b) The Committee must at all times have regard to, and notify the Board as appropriate of, all legal and regulatory requirements, including any shareholder approvals which are necessary to obtain.

c) The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder. Overall remuneration should be reflective of the size of the Company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay the remuneration.

d) Remuneration to Non-Executive Directors (NED’s):

Independent Directors ("ID") and Non Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members). The amount of sitting fees will be as recommended by the NRC and approved by the Board, and it may be subject to review on a periodic basis, as required provided that the amount of such fees shall not exceed Rs. One Lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Company will not pay commission to the NEDs.

An Independent Director shall not be entitled to any stock option of the Company. e) Remuneration to Key Managerial Personnel & other employees:

The objective of the policy is directed towards having a compensation philosophy and structure that will reward and retain talent.

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.

While deciding the remuneration package, it shall be taken into consideration the current employment scenario and remuneration package of the industries operating in the similar comparable businesses in the geographical area of its operations.

13. Board Evaluation

The annual evaluation of the performance of the Board, its Committees, and individual directors has been conducted in accordance with the Companies Act, 2013, and SEBI Listing Regulations. The performance evaluation of Non-Executive Directors, including Independent Directors, was carried out by the entire Board, excluding the director being evaluated, and considered various aspects outlined in the Companys Nomination and Remuneration Policy. The Nomination and Remuneration (NRC) Committee also evaluated the performance of each director. Both the Board and the NRC Committee were satisfied with the performance of the directors.

The Board also assessed the performance of its Committees, concluding that their overall performance was satisfactory. In a separate meeting of the Independent Directors, they evaluated the performance of Non-Independent Directors and the Chairperson, finding their performance to be satisfactory and their conduct responsible. Additionally, the Independent Directors reviewed the performance of the Board as a whole and affirmed that the Board’s structure and competency are diverse and compliant with legal requirements.

The Boards self-evaluation highlighted ongoing and meaningful participation from members, effectiveness in decision-making, achievement of annual operational plans, and the maintenance of good business relations with various stakeholders. The Independent Directors also assessed the quality, quantity, and timeliness of the information flow between the Company’s Management and the Board and expressed satisfaction with these aspects.

14. Annual Return

The copy of annual return for the F.Y. 2023-24 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.

15. Statement of deviation or variation

In accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company is obligated to submit to the stock exchange a half-yearly statement detailing the utilization of funds raised through the 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, your company has been diligently submitting half-yearly statements to the BSE with the latest one being filed for the period ending on March 31, 2024. These statements undergo a thorough review by the Audit Committee and are duly certified by the statutory auditors of the company. The said statement is attached as an annexure to this report.

16. 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.

17. 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-

Name of Director	Designation	Ratio of Remuneration to median Remuneration of employees	% increase in remuneration in Financial Year 2023-24
Mr. Akhilesh Chaturvedi	Chairman, Whole-Time Director	12:1	45.45
Mr. Dharmesh Chaturvedi	Managing Director	12:1	45.45
Mr. Paresh Chaturvedi	Whole-Time Director,Chief Financial Officer	12:1	45.45

* Footnotes:

The percentage increase in the median remuneration of employees (other than Managerial Personnel) for the Financial Year ended 31^st March, 2024 is NIL.

The number of permanent employees (other than Managerial Personnel) on the rolls of the company as on 31^st March, 2024 is 9 (Nine).

The average increase in managerial remuneration for the Financial Year ended 31^st March, 2024 is 45.45% and the average increase in the salaries of employees other than managerial personnel for the said Financial Year is 2.27%.

In accordance with sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board’s report must include a statement showing the names of the top ten employees in terms of remuneration drawn. As the company only employed nine employees (excluding Managerial Personnel) during the Financial Year ended 31st March, 2024, their names are- Mr. Shuddhatm Chaturvedi, Mr. Mohd Tahseeb, Mr. Irfan Ahmad, Mr. Gaurav Sharma, Mr. Ranjeet Singh Shakya, Ms. Pooja Kapoor, Mr. Karunesh Verma, Mr. Deepak Katiyar, Mr. Pashupati Nath Agarwal.

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 only part of the year, if any.

18. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, it is stated 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 the Companies Act, 2013, 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.

19. 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.

20. Internal Financial Control

Your company has adequate systems 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 Auditor has 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.

21. 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 ended 31^st March, 2024 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.

22. Secretarial Auditors and the Secretarial Audit Report

The Secretarial Audit has been carried out by Mr. Hemant Kumar Sajnani, proprietor of M/s. Hemant Kumar Sajnani and Associates, Company Secretaries for the financial year ended 31^st March 2024. The Report given by the Secretarial Auditor 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, 2024. 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 ended on 31^st March, 2024.

23. 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.

24. 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.

25. 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 Companys Whistleblower Policy at- https://dapsadvertising.com/uploads/2023/05/Vigil_Mechanism_Whistler_Blower_Policy.pdf.

26. Subsidiaries, Joint Ventures or Associate Companies

During the year under review, the Company did not have any subsidiaries, joint ventures, or associates.

27. 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.

28. Deposits not in compliance with Chapter V of the Act

The Company did not accept any deposits during the year.

29. 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.

30. 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/uploads/2023/05/Policy_on_Materiality_of_Related_Party_Transa ctions.pdf.

31. 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 the CSR Committee for the year under review.

32. 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.

33. 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, 2024. However, your Company is in compliance with the applicable provisions of the Companies Act, 2013, with respect to Corporate Governance.

34. 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

35. 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.

36. 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.

37. 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.

38. 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.

39. 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.

40. 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

Akhilesh Chaturvedi

(Chairman & Whole time Director)

DIN: 00989785

Place: Kanpur

Date: 08/08/2024