Vertoz Advertising Ltd Directors Report.

Dear Members of Vertoz Advertising Limited,

Your Directors have pleasure in presenting this 8th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March 2019.

1. FINANCIAL SUMMARY AND/OR HIGHLIGHTS:

( in Lakhs)

Standalone Figures

Consolidated Figures

Particulars

FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18

Gross Income 2194.67 1582.79 4688.58 3746.89
Profit/(Loss) Before Interest and Depreciation 479.34 370.39 1104.92 860.75
(-) Finance Charges (34.63) (32.41) (37.68) (50.97)
Gross Profit/(Loss) 444.71 337.98 1067.24 809.78
(-) Provision for Depreciation (59.41) (89.53) (187.96) (136.65)
Net Profit Before Tax 385.30 248.45 879.28 673.13
(-) Provision for Tax (122.69) (75.97) (158.19) (107.92)
(-) Deferred Tax 12.71 8.53 12.71 8.53
Net Profit After Tax 275.33 181.01 733.80 573.74
Balance of Profit/(Loss) brought forward 275.33 181.01 733.80 573.74
(-) Consolidation Revaluation Gain/(Loss) 0.00 0.00 0.00 0.00
Balance available for appropriation 275.33 181.01 733.80 573.74
(-) Proposed Dividend on Equity Shares 0.00 0.00 0.00 0.00
(-) Tax on proposed Dividend 0.00 0.00 0.00 0.00
(-) Transfer to General Reserve 0.00 0.00 0.00 0.00
Surplus/(Deficit) carried to Balance Sheet 275.33 181.01 733.80 573.74

2. OPERATIONS AND AFFAIRS OF THE COMPANY:

The Company has reported total standalone income of 2,194.67 Lakhs for the current year as compared to 1,582.79 Lakhs in the previous year. The Net Profit after tax for the year under review amounted to 275.33 Lakhs in the current year as compared to Net Profit after tax of 181.01 Lakhs in the previous year.

The Company has reported total consolidated income of 4,688.58 Lakhs for the current year as compared to 3,746.89 Lakhs in the previous year. The Net Profit after tax for the year under review amounted to 733.80 Lakhs in the current year as compared to Net Profit after tax of 573.74 Lakhs in the previous year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in nature of the business of the Company, during the year under review.

4. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

5. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered into by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

Accordingly, the disclosure of Related Party Transactions as required under section 134(3) (h)of the Companies Act, 2013 in Form AOC-2 is not applicable.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A. Conservation of Energy:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

C. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Particulars FY 2018-19
Foreign Exchange Inflow 7,14,24,561
Foreign Exchange Outflow 7,68,469

7. TRANSFER TO RESERVES:

The Company has closing balance of 18,97,78,816/- as Reserves and Surplus.

The Closing Balance of Reserve and Surplus is bifurcated as follows:

Particulars As at 31st March, 2019
1. Surplus from Profit & Loss Account
Opening Balance 1,32,29,114
Add: Profit/(Loss) for the period 2,75,32,762
Less: Issue of Bonus Shares -
2. Securities Premium (n/off preliminary expenses) 149,016,940
Total Value in INR 18,97,78,816

8. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

The Company has not made any loans, guarantees, investments or securities covered under provision of Section 186 of Companies Act, 2013.

9. FINAL DIVIDEND:

Keeping in view the continued good performance, future fund requirements of the Company and policy of the Company for rewarding Members, your Directors are pleased to recommend a final dividend at the rate of 1% i.e. 0.10 per Equity Share having Face Value of 10/- on 16,13,926 Equity Shares (excluding the Equity Share upon which the members have waived/forgone his/their right to receive the dividend by him/them for financial year 2018-19) for the financial year 2018-19 and “Record Date” for the same is Monday, 23rd September, 2019. The dividend, if approved by the Members of the Company in the 8th AGM, shall be subject to Dividend Distribution Tax to be paid by your Company but will be tax-free in the hands of the Members. The Final Dividend amount, if declared, shall be 1,61,392.60 plus applicable Dividend Distribution Tax thereon.

Promoter & Promoter Group Members of your Company have waived their right to receive dividend for the Financial Year 2018-19 and hence the Dividend, if any, approved by the Members at the ensuing Annual General Meeting shall be only for open Public upon 16,13,926 Equity Shares.

10.UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and does not have unclaimed dividend which remains to be transferred to Investor Education & Protection Fund (IEPF).

11.REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

COMPANIES:

The brief details of legal structure of the Company and its subsidiary and step-down subsidiary as follows:

VERTOZ INC (US):

This subsidiary deals with Online Advertising Solutions and media inventory buying and selling across the world. This is fully operational profit-making unit situated at California, USA having its one operational branch at New York, USA and five (5) step-down subsidiaries holding 100% stake in it located at USA in the name of Adnet Holdings Inc, PubNX Inc, Zkraft Inc, AdZurite Inc and AdMozart Inc. The consolidated operation activities brief as follows:

Financial Year Total Assets Total Revenue Share of Net Profit/(Loss) Net Cash Flows
( ) ( ) ( ) ( )
2017-18 19,17,81,965 27,70,64,262 27,51,167 86,28,588
2018-19 31,53,12,266 30,79,76,895 66,35,577 (80,70,687)

VERTOZ LTD (UK):

This subsidiary deals with Online Advertising Solutions and media inventory buying and selling across the world. This is fully operational profit-making unit situated at London, UK having its one operational step-down subsidiary holding 100% stake in it located at UAE in the name of Vertoz Advertising FZ-LLC which is also operational in nature. The consolidated operation activities brief as follows:

Financial Year Total Assets Total Revenue Share of Net Profit/(Loss) Net Cash Flows
( ) ( ) ( ) ( )
2017-18 6,17,24,928 4,56,65,634 3,65,22,222 7,13,258
2018-19 11,90,29,065 7,25,08,041 3,92,12,117 (1,07,583)

12. During the year under review, the Board of Directors have reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries in compliance with the applicable accounting standards, which forms part of this Annual Report. Pursuant to the provisions of sub section (3) of section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the financial statement of each of our subsidiaries are set out in the prescribed format AOC-1 which forms part of the Financial Statements section of this Annual Report.

During the year, Adzurite Solutions Private Limited, having CIN: U74999MH2019PTC321699 had been incorporated as the Wholly owned Subsidiary of our Company and is located in India.

13.EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended 31st March, 2019 made under the provisions of Section 92 (3) of the Act is attached as “Annexure - 1” which forms part of this Report.

The extract of Annual Return shall also be placed on the website of the Company at: https://www.vertoz.com

14.DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There were no material changes and commitments which could affect the Companys financial position and which has occurred between the end of the Financial Year of the Company and date of this report. But there are few events that happened between the end of the Financial Year of the Company and date of this report.

a) The Company received clean order dated 10th May 2019, condoning the delay under section 460 of the Companies Act, 2013 in relation to the filing of e-form MGT-14 with regards to Special Resolution passed on 22nd May 2017 for adoption of New Set of Articles of Association.

b) The Company received clean order dated 10th May 2019, condoning the delay under section 460 of the Companies Act, 2013 in relation to the filing of in e-form MGT-14 with regards to Special Resolution passed on 14th June 2017 for adoption of New Set of Articles of Association.

c) CHANGE IN KEY MANAGERIAL PERSONNEL:

i. Mr. Sumitkumar R. Sharma has tendered his resignation from the post of Company Secretary & Compliance officer of the company w.e.f. 3rd May 2019

ii. Ms. Zill Shah was appointed as Company Secretary and Compliance officer of the company w.e.f. 30th May 2019.

15.DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The internal audit is carried out by Mr. Kashish Shah, Internal Audit department which was set up, for the Financial Year 2018-19 under review. The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee for deliberation, discussion and implementation.

16.MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

a) DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name of Directors & Key Managerial Personnel DIN/PAN Category cum Designation Members of Audit Committee No. of Shares Held as on 31st March, 2019
1 Hirenkumar Rasiklal Shah 00092739 Whole-Time Director (Chairman) Yes 20,35,912
2 Ashish Rasiklal Shah 00092787 Whole-Time Director No 20,35,912
3 Rasiklal Hathichand Shah 00091585 Additional Director No 59,850
4 Harshad Uttamchand Shah 07849186 Non-Executive Director No 29,926
5 Harshal Ishwar Patel 07842251 Independent Director Chairman of Audit Committee NIL
6 Rohit Keshavlal Vaghadia 07946771 Independent Director No NIL
7 Nilam Samir Doshi 07848294 Independent Director Yes NIL
8 Akshay Ashok Sonar (Parolkar) BBCPS6255B Chief Financial Officer No NIL
9 *Sumit R. Sharma [*Resigned w.e.f. 3rd May 2019] COHPS0112N Company Secretary & Compliance Officer No NIL

b) CHANGES IN COMPOSITION OF BOARD OF DIRECTORS:

During the year under review, there was no change in composition of Board of Directors of the Company.

c) RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rasiklal Hathichand Shah (DIN:00091585), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

Therefore Board recommends his appointment and the necessary resolution for reappointment of Mr. Rasiklal Hathichand Shah is given in Notice of 8th Annual General Meeting of the Company.

d) ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its all Committees.

The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfilment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/ Committee Meetings. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

e) DECLARATION BY INDEPENDENT DIRECTORS:

During the Financial Year under review, declarations were received from all Independent Directors of the Company that they satisfy the “criteria of Independence” as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.

17.MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF

BOARD: a)NUMBER OF BOARD MEETINGS:

The Board of Directors met 4 (Four) times during the Financial Year ended 31st March 2019 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Company has complied with the applicable Secretarial Standards in respect of all the above-Board Meetings. Also, the intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Sl. No. Date of Meeting Board Strength No. of Directors Present
1 30th May, 2018 7 7
2 20th July, 2018 7 6
3 12th November, 2018 7 6
4 5th February, 2019 7 6

b)AUDIT COMMITTEE:

1. PREAMBLE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (“the Act”). The Composition of the Audit Committee is in conformity with the provisions of the said section.

2. TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act.

3. COMPOSITION OF AUDIT COMMITTEE:

Name of Director Status in Committee Nature of Directorship
Harshal Patel Chairman Non-Executive Independent Director
Nilam Doshi Member Non-Executive Independent Director
Hirenkumar Shah Member Whole-time Director

4. ATTENDANCE RECORD:

Dates on which Meetings Attendance of Members
were held Harshal Patel Nilam Doshi Hirenkumar Shah
28th April, 2018 Present Present Present
29th May, 2018 Present Present Present
20th July 2018 Present Present Present
31st October 2018 Present Present Present
12th November 2018 Present Present Present

c)NOMINATION AND REMUNERATION COMMITTEE:

1. PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

2. TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee have been framed in accordance with the Act.

3. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Nomination & Remuneration Committee consists of following members:

Name of Director Status in Committee Nature of Directorship
Harshal Patel Chairman Non-Executive Independent Director
Nilam Doshi Member Non-Executive Independent Director
Harshad Shah Member Non-Executive Non-Independent Director
Hirenkumar Shah Member Whole-time Director

There was no change in the composition of the Nomination & Remuneration Committee during the financial year 2018-19.

4. ATTENDANCE RECORD:

Dates on which Attendance of Members
Meetings were held Harshal Patel Nilam Doshi Harshad Shah Hirenkumar Shah
28th April, 2018 Present Present Absent Present
29th May, 2018 Present Present Absent Present

d)STAKEHOLDERS RELATIONSHIP COMMITTEE:

1. PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee.

2. TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in accordance with the Act.

3. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee consists of following members:

Name of Director Status in Committee Nature of Directorship
Nilam Doshi Chairperson Non-Executive Independent Director
Harshal Patel Member Non-Executive Independent Director
Harshad Shah Member Non-Executive Non-Independent Director
Hirenkumar Shah Member Whole-time Director

during the Financial Year 2018-19.

There was no Meeting conducted during the year.

18.VIGIL MECHANISM / WHISTLE BLOWER:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

19. MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

20. AUDITORS: a) APPOINTMENT:

M/s. Mittal & Associates, Chartered Accountants (FRN: 106456W), were appointed as Statutory Auditors of the Company at the Seventh Annual General Meeting (AGM) held on 28th August, 2018 to hold office for a period of 5 (five) years from the conclusion of the Seventh AGM until the conclusion of the Twelfth AGM of the Company.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

b) AUDITORS REPORT:

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation. The Auditors have given clean unmodified opinion in their report for the financial year 2018-19.

c) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

d) MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

e) SECRETARIAL AUDIT FOR THE YEAR ENDED 31ST MARCH 2019:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. U. Hedge & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2018-19.

Secretarial Audit Report issued by M/s. U. Hedge & Associates, Practicing Company Secretaries in Form MR-3 for the Financial Year 2018-19 forms part to this report as an “Annexure 4”. The said report does not contain any observations or qualifications.

21.CORPORATE GOVERNANCE AND NON APPLICABILITY OF CSR PROVISIONS:

During the year under review, the Paid-up Share Capital and Net Worth of the Company were less than 10 Crores and 25 Crores respectively as on 31st March, 2019, therefore Corporate Governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, and Clause (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

The Company shall comply with the same as and when the Regulation becomes applicable to the Company. Also the Company does not meet the limits fixed under Section 135(1) of the Companies Act, 2013 with respect to Corporate Social Responsibility, therefore the same is not applicable.

22.PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code requires pre-clearance for dealing in the Companys Shares and prohibits the purchase or sale of Company Shares by the Directors and the Designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the Designated employees have complied with the Code.

23.INFORMATION ABOUT AOC-1 & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as “Annexure - 2” and AOC-1 is attached as “Annexure 3”.

24.OTHER DICLOSURES: a) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

b) DISCLOSURE OF INTIMATION FOR CONDUCTING SERVICE TAX AUDIT:

The Company has received intimation for conducting Service Tax Audit from February 2012 to June 2017 under the provisions of Rule 5A of the Service Tax Rules, 1994 r/w Section 174(2)(e) of the CGST Act, 2017.

c) DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March 2019, the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) such accounting policies have been selected and applied consistently and the Directors 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, 2019 and of the profit/loss of the Company for that year;

c) proper and enough care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e) had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial year 2018-19.

d) DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e) DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f) DISCLOSURE UNDER SECTION 62 (1) (B) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g) DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h) POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations exists between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has in place an appropriate Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company ensures that no employee is disadvantaged by way of gender discrimination.

During the year 2018-19, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder

No Complaints were registered.

25.DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER

DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as “Annexure 5”.

26.APPRECIATION:

The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by Bankers, Shareholders, Clients, Associates and Central and State Governments for their continuous support towards the conduct of the Company.

For & on behalf of Vertoz Advertising Ltd.

and its Board of Directors

Sd/-

Hirenkumar Shah

Chairman & Whole-time Director

DIN: 00092739

Place: Mumbai

Date: 30.08.2019