Dear Members of Vertoz Advertising Limited,
Your Directors' have pleasure in presenting this 12th Annual report on the
affairs of the Vertoz Advertising Limited (the Company) together with the
Audited Statement of Accounts for the Financial year ended on 31st March 2023.
1. COMPANY SPECIFIC INFORMATION
1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the
Act) [Companies (Indian Accounting Standards) Rules, 2015] (as amended from time to time).
The Financial Statements have been prepared on the accrual and going concern basis. The
Financial Statements have been prepared on a historical cost basis, except for financial
assets and liabilities that is measured at fair value as stated in subsequent policies.
1.2 FINANCIAL SUMMARY AND/OR HIGHLIGHTS:
The Company's standalone and consolidated performance during the year ended March 31,
2023, as compared to the previous financial year, is summarized below:
( in Lakhs)
|
Standalone Figures |
Consolidated Figures |
Particulars |
FY 22-23 |
FY 21-22 |
FY 22-23 |
FY 21-22 |
|
(Ind-AS) |
(Ind-AS) |
(Ind-AS) |
(Ind-AS) |
Gross Income |
5457.50 |
2094.28 |
8376.19 |
4260.99 |
Profit/(Loss) Before Interest and Depreciation |
731.72 |
743.96 |
1800.39 |
1180.39 |
(-) Finance Charges |
(98.64) |
(69.47) |
(146.30) |
(103.07) |
Gross Profit/(Loss) |
633.08 |
674.49 |
1654.09 |
1077.32 |
(-) Provision for Depreciation |
(133.86) |
(171.67) |
(261.95) |
(302.24) |
Net Profit Before Tax |
499.22 |
502.82 |
1392.14 |
775.08 |
(-) Provision for Tax |
(131.63) |
(136.32) |
287.44 |
168.55 |
(-) Deferred Tax |
(1.02) |
3.82 |
(1.02) |
3.82 |
Net Profit After Tax |
366.57 |
370.33 |
1103.68 |
610.35 |
Balance of Profit/(Loss) brought forward |
366.57 |
370.33 |
1103.68 |
610.35 |
(-) Consolidation Revaluation Gain/(Loss) |
0.00 |
0.00 |
0.00 |
0.00 |
Balance available for appropriation |
366.57 |
370.33 |
1103.68 |
610.35 |
(-) 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 |
Profit for the Period |
366.57 |
370.33 |
1103.68 |
610.35 |
Other Comprehensive Income |
|
|
|
|
(i) Items that will not be reclassified to Profit or Loss |
205.36 |
(13.61) |
205.36 |
(13.61) |
(ii) Income tax relating to above |
0.00 |
0.00 |
0.00 |
0.00 |
Total Comprehensive Income |
571.93 |
356.72 |
1309.04 |
596.74 |
1.3 OPERATIONS AND AFFAIRS OF THE COMPANY:
On standalone basis, during the year ended March 31, 2023, your Company registered its
total income of 5457.50 Lakhs as compared to 2094.28 Lakhs in the previous financial year
2021-22 with a growth of 33.63%. The Net Profit after tax amounted to 366.57 Lakhs in the
current year as compared to Net Profit after tax of 370.33 Lakhs in the previous year. The
Comprehensive Income amounted to 571.93 Lakhs in the current year as compared to
Comprehensive Income of 356.72 Lakhs in the previous year.
On consolidated basis, during the year ended March 31, 2023, your Company registered
its total income of 8376.19 Lakhs for the current year as compared to 4260.99 Lakhs in the
previous financial year 2021-22 with a growth of 41.15%. The Net Profit after tax amounted
to 1103.68 Lakhs in the current year as compared to Net Profit after tax of 610.35 Lakhs
in the previous year resulting in growth of 4.93%. The Comprehensive Income amounted to
1309.04 Lakhs in the current year as compared to Comprehensive Income of 596.74 Lakhs in
the previous year.
1.4 TRANSFER TO RESERVES:
The Company has Standalone closing balance of 4754.98/- as Reserves and Surplus.
The Standalone Closing Balance of Reserve and Surplus is bifurcated as follows:
( in Lakhs)
Sr. No. Particulars |
As at 31st March, 2023 |
1. Surplus from Profit & Loss Account |
|
Opening Balance |
1298.31 |
Add: Profit/(Loss) for the period |
363.11 |
Add: Forex Revaluation Reserve |
209.84 |
2. Securities Premium (n/off preliminary expenses) |
853.12 |
3. Equity Share Warrants |
|
a. Face Value (65,85,000 Warrants at Rs. 10 each) |
658.50 |
b. Premium (65,85,000 Warrants at Rs. 112.93 each) |
1372.10 |
Total Value in INR |
4754.98 |
1.5 FINAL DIVIDEND:
The Directors wish to invest the profits back into the Company for further growth and
expansion, and therefore did not recommend any dividend for the Financial Year ended 31st
March 2023.
1.6 MAJOR EVENTS OCCURRED DURING THE YEAR:
A. INCORPORATION OF WHOLLY OWNED SUBSIDIARY VIZ. VERTOZ FZ-LLC:
The Company incorporated its Wholly Owned Subsidiary viz., Vertoz FZ-LLC and its
License was issued on 5th August 2022. Vertoz FZ-LLC is having its office at
FDRK3599 Compass Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah,
United Arab Emirates. Its object is to carry on the business of Digital Advertising,
Domain Selling, Cloud Hosting and providing IT & IT-Enabled Services in Domestic and
International Market.
B. INCORPORATION OF STEP-DOWN SUBSIDIARY VIZ. OR SOLUTIONS FZ-LLC:
OR Solutions FZ-LLC, is the Wholly-Owned Company of Vertoz FZ-LLC and its License was
issued on 19th August 2022, which means it is Step-Down Subsidiary of Vertoz
Advertising Limited. OR Solutions FZ-LLC is having its office at FDRK3594, Compass
Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, United Arab
Emirates. Its object is to carry on the business of Digital Advertising, Domain Selling,
Cloud Hosting and providing IT & IT-Enabled Services in Domestic and International
Market.
C. INCORPORATION OF WHOLLY OWNED SUBSIDIARY VIZ. INCREMENTX PRIVATE LIMITED:
On 29th August 2022, the Company incorporated its Wholly Owned Subsidiary
viz., IncrementX Private Limited to carry on the business of Digital Advertising and
Monetization, Internet-based Advertising, Digital Marketing, Advertising Consulting and
act as a service agent or an intermediary between the Digital Marketers / Advertisers and
the Digital Publishers and help them to increase (Increment) the revenue and as needed
expand the same business across the globe by setting up business units or appointing
partners.
D. SCHEME OF ARRANGEMENT:
The Board of Directors of the Company at its Meeting held on 14th February
2022 proposed the Acquisition through Merger of the Companies having business activities
in the field of Digital Advertising, Digital Technology, Information Technology (IT) &
IT Enabled Services (ITeS), Artificial Intelligence (AI) Platforms and any other allied
activities, in India and out of India, through Direct and/or Indirect mode including
Promoters and Promoter Group Entities, on a Share Swap Basis, subject to the approval of
the Members in the ensuing Extra-Ordinary General Meeting and subject to the necessary
applicable Regulatory Approvals. But the same was withdrawn due to some reasons.
Then again, the Board of Directors at its Meeting dated 24th June 2022, had
considered and approved the Acquisition through Merger of the Companies having business
activities in the field of Digital Advertising, Digital Technology, Information Technology
(IT) & IT Enabled Services (ITeS), Artificial Intelligence (AI) Platforms and any
other allied activities, in India and out of India, through Direct and/or Indirect mode
including Promoters and Promoters
Group Entities, on a Share Swap Basis, subject to the approval of the Members and
subject to the necessary applicable Regulatory Approvals.
After the Board Approval, the Company had done the required filings and disclosures
with the National Stock Exchange of India Limited (NSE) for getting the No Observation
Certificate (NOC). NSE has raised several Requirement Letters, to which the Company had
replied and finally on 11th January 2023 the NSE has issued the No Observation
Letter (NOC). Post getting the NOC, the Company had filed the application with the
National Company Law Tribunal (NCLT) and had received the Pronouncement Order dated 10th
Day of August, 2023 and 18th Day of August, 2023 passed in Company Scheme
Application C.A.(CAA) No. 169/MB/2023 and CA-352/2023 in C.A.(CAA)/169(MB)/2023 under
subsection (1) of section 230 of the Act.
Thereupon, a National Company Law Tribunal Meeting of the Equity Shareholders
(Meeting) will be convened on Friday, 29th Day of September, 2023 at
01:30 P.M. through Video Conferencing (VC)/ Other Audio Visual Means
(OVAM) in compliance with the applicable provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations'), other applicable SEBI
Circulars and Secretarial Standard (SS-2') on General Meetings to consider the
Scheme of Merger by Absorption of Paynx Technologies Private Limited (The First
Transferor Company) and Qualispace Web Services Private Limited (The Second
Transferor Company) with Vertoz Advertising Limited (The Transferee
Company).
E. ISSUE OF EQUITY SHARE WARRANTS ON PREFERENTIAL BASIS:
The Board of Directors at its Meeting held on 5th September 2022 proposed to
issue Equity Share Warrants on Preferential Basis in accordance with Chapter V of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (SEBI ICDR Regulations') and the provisions of the Companies Act,
2013 and Rules made thereunder, subject to Statutory Approvals and Approval of
Shareholders of the Company.
The Members' approval for the same was received on 30th September 2022 but
the Board of Directors at its Meeting held on 16th October 2022, gave an update
that due to unavoidable and unpredictable circumstances, the Company could not complete
the process of Allotment of the aforesaid Share Warrants and hence, the issue stands
cancelled.
Again, the Board of Directors at its Meeting held on 14th November 2022
proposed to issue Equity Share Warrants on Preferential Basis in accordance with Chapter V
of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (SEBI ICDR Regulations') and the provisions of the
Companies Act, 2013 and Rules made thereunder, subject to Statutory Approvals and Approval
of Shareholders of the Company. Post which the Members' approval was received on 14th
December 2022.
Further, the Board of Directors at its Meeting held on 29th December 2022,
considered and approved allotment of 65,85,000 fully convertible Equity Share Warrants
having face value of Rs. 10/- each at a premium of Rs. 112.93/- issued on Preferential
basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 ('SEBI ICDR Regulations') and the
provisions of the Companies Act, 2013 and rules made there under.
F. CORPORATE ACTION:
1. Pursuant to the Regulation 167(6) of SEBI (ICDR) regulations, 2018, the
entire pre-preferential allotment shareholding of the allottees, if any, shall be
locked-in from the relevant date up to a period of 90 trading days from the date of
trading approval. Provided that in case of convertible securities or warrants which are
not listed on stock exchanges, the entire pre-preferential allotment shareholding of the
allottees, if any, shall be locked-in from the relevant date up to a period of 90 trading
days from the date of allotment of such securities. The Promoters were issued and allotted
2,92,500 Equity Share Warrants each, by way of preferential issue. Accordingly, the
Pre-Preferential Shareholding of both the Promoters viz., Mr. Hirenkumar Shah and Mr.
Ashish Shah having 30,71,824 Equity Shares each was lock-in from 18th November
2022 till 31st May 2023.
2. The Equity Share Warrants which were allotted to 10 allottees on 29th
December 2022 were subject to lock-in for 12 months starting from allotment date till 28th
December 2023.
G. CHANGE IN NATURE OF BUSINESS:
During the FY 2022-2023 under review, the Board of Directors, though exploring addition
to existing business and commercial activities, could not be materialized. Therefore,
there is no change in the nature of business and commercial activities of the Company.
H. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE
REPORT:
There were few material changes that happened since the end of the year and till the
date of the Report. The same are as follows:
1. INCORPORATION OF THE WHOLLY OWNED SUBSIDIARY VIZ. VERTOZ LIMITED:
On 25th April 2023, the Company incorporated the Wholly Owned Subsidiary
Company at Hong Kong to carry on the business of Digital Advertising, Domain selling,
Cloud Hosting and providing IT & IT-Enabled Services in domestic and international
market.
2. INVESTMENT IN CHEERIO TECHNOLOGIES PRIVATE LIMITED:
On 9th May 2023, the Company acquired 1.82% of Cheerio Technologies Private
Limited, Cost of Acquisition being Rs. 15,00,000.25/- (245 Equity Shares at Rs. 6,122.45/-
each). Cheerio Technologies Private Limited is a Service Marketing Automation Company that
helps business low on tech and marketing bandwidth automate their campaigns and get upto
56% increment in revenue through better retention. The investment in Cheerio, will get
Vertoz rights to potential future profits and benefits of a Start-up Company.
3. RESIGNATION OF MR. AKSHAY SONAR PAROLKAR AS THE CHIEF FINANCIAL OFFICER OF
THE COMPANY:
On 27th July 2023, Mr. Akshay Sonar Parolkar, Chief Financial Officer of the
Company, gave his resignation from the post of Chief Financial Officer of the Company due
to career advancement opportunities. His resignation was accepted, and he will be relieved
from his responsibilities from the closure of business hours on 15th September
2023.
There was no other material reason for his resignation other than the one mentioned
above.
The Company is in the process of identifying a suitable candidate for filling the
position of the Chief Financial Officer of the Company.
4. CONVERSION OF 18,00,000 EQUITY SHARE WARRANTS INTO EQUITY SHARES:
On 8th August 2023, the Board of Directors approved and allotted 18,00,000
Equity Shares pursuant to conversion of Equity Share Warrants into Equity Shares to 3
allottees. The process of Listing Approval and Trading Approval with NSE is still under
process.
5. INVESTMENT IN SILVERTECH WEB SOLUTIONS PRIVATE LIMITED:
On 8th August 2023, the Company acquired 51.00% of Silvertech Web Solutions
Private Limited, Cost of Acquisition being Rs. 51,000/- (5100 Equity Shares at Rs. 10.00/-
each). Silvertech Web Solutions Private Limited is engaged in the business of providing
Advertising and Digital Marketing Services. The investment in Silvertech is strategic in
nature and it will benefit the Company in terms of operational and business growth, as
well as potential future earnings.
6. ESOP:
The Board of Directors at their Meeting dated 4th September 2023 has
approved the draft ESOP 2023 Scheme based on the approval of the Scheme received from the
Nomination and Remuneration Committee at its Meeting held on 4th September 2023
and thereby accorded to the introduction and implementation of Vertoz Advertising
Limited Employee Stock Option Plan 2023' (ESOP 2023/ Plan)',
contemplating to create, grant, issue and allot from time to time, in one or more
tranches, not exceeding 10,00,000 (Ten Lakhs only) Employee Stock Options to or for the
benefit of such persons as may be determined in the Scheme.
1.7 DETAILS OF REVISION OF FINANCIAL STATEMENTS OR THE REPORT
There was no occasion whereby the Company has either revised or required to revise the
Financial Statement or the Board's Report of the Company for any period prior to the FY
2022-2023. As such, no specific details are required to be given or provided.
2. GENERAL INFORMATION: 2.1 OVERVIEW OF THE INDUSTRY
The detailed discussion on the overview of the industry is covered under Management
Discussion and Analysis section which forms part of this Report.
2.2 ECONOMIC OUTLOOK
The detailed discussion on the Global Economic outlook is covered under Management
Discussion and Analysis section which forms part of this Report.
3. CAPITAL AND DEBT STRUCTURE:
The existing Capital Structure of the Company is as follows:
|
31st March 2023 |
31st March 2022 |
Particulars |
Amount (Rupees in lakhs) |
Authorised Share Capital |
|
|
3,50,00,000* Equity Shares of 10/- (Rupees Ten) each |
5,000.00 |
3,500.00* |
5,00,00,000 Equity Shares of 10/- (Rupees Ten) each |
|
|
Issued, Subscribed and Paid-up Share Capital 1,19,70,000 Equity
Shares of 10/- (Rupees Ten) each |
1,197.00 |
1,197.00 |
(*On 11th June 2022, by passing Ordinary Resolution via Postal Ballot, the
Authorized Share Capital of the Company increased from 35 Crores to 50 Crores.) (*On 8th
August 2023, the Board of Directors of the Company approved the allotment of 18,00,000
Equity Shares of Rs. 10/- each upon Conversion of Equity Share Warrants resulting into
increase in Issued, Subscribed and Paid-up Share capital from 119700000 to 137700000.)
Further, the Company has neither issued any Convertible or Non-Convertible Securities,
Debentures, Bonds, Shares with differential voting rights as to dividend, voting or
otherwise, nor issued or granted any ESOP, Stock Option, Sweat Equity during the FY
2022-2023 except as mentioned above about the issuance and allotment of 65,85,000 Equity
Share Warrants on 29th December 2022.
4. UNPAID DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In terms of the provisions of Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness
and Protection of Investors) Rules, your Company was not required to transfer any amount
to the Investor Education & Protection Fund (IEPF) during the financial year
2022-2023.
5. DEPOSITS:
During the Financial Year, your 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
financial 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.
6. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the financial year under review, 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, were in ordinary course of business and on an arm's
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 at arm's length price for the
FY 2022-2023 as required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2
is given in
Annexure 3.
7. 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. Research and Development and Technology Absorption:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 in respect of research and development and 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 details of 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 2022-2023 |
Foreign Exchange Inflow |
Rs. 12,04,35,167 |
Foreign Exchange Outflow |
Rs. 9,30,37,810 |
8. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:
During the FY 2022-2023 under review, the Company has neither granted loan/s (secured
or unsecured), provided guarantees or securities in connection with any loan/s availed by
others nor made any investments pursuant to the provisions of Section 185 and 186 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014(as amended). As such, no specific details are required to be given or provided.
9. 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 operational branches at New York and New Jersey, 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 |
2021-2022 |
60,98,97,087 |
18,10,94,755 |
-5,34,462 |
-28,82,889 |
2022-2023 |
69,38,38,144 |
37,39,41,596 |
4,12,32,654 |
40,42,514 |
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 |
2021-2022 |
32,77,35,153 |
5,91,27,588 |
2,02,50,673 |
-6,21,526 |
2022-2023 |
35,81,78,528 |
5,40,43,160 |
41,45,254 |
1,15,58,646 |
ADZURITE SOLUTIONS PRIVATE LIMITED:
This Subsidiary is a Performance Marketing Company backed with technology which
proffers Services and advertising needs. Its advanced solutions and premium Partners aid
Advertisers earn better ROIs.
Financial Year |
Total Assets |
Total Revenue |
Share of Net Profit/(Loss) |
Net Cash Flows |
2021-2022 |
1,08,45,733 |
5,52,73,180 |
30,29,962 |
30,463 |
2022-2023 |
1,19,83,168 |
3,27,35,478 |
23,34,966 |
2,32,394 |
OWN WEB SOLUTION PRIVATE LIMITED:
This Subsidiary is a Company engaged in Web Hosting, Designing & Content writing,
Domain Name Registration & Renewal, Software Development and/or to provide Software as
a Service, Dedicated Server and/or Server Co-location, Business Process Outsourcing,
Research and Development, Server Management & Maintenance, Web Services &
Consultancy, Payment Gateway Services, Email Hosting, Providing Internet Service, Data
Center Services and all other web hosting related businesses in Domestic and International
Market.
Financial Year |
Total Assets |
Total Revenue |
Share of Net Profit/(Loss) |
Net Cash Flows |
2021-2022 |
31,01,881 |
37,39,050 |
13,51,666 |
4,22,642 |
2022-2023 |
1,82,36,806 |
2,35,16,297 |
17,21,708 |
-3,63,198 |
INCREMENTX PRIVATE LIMITED
This Subsidiary is incorporated in India to carry on the business of Digital
Advertising and Monetization, Internet-based Advertising, Digital Marketing, Advertising
Consulting and act as a service agent or an intermediary between the Digital Marketers/
Advertisers and the Digital Publishers and help them to increase (increment) the revenue
and as needed expand the same business across the globe by setting up business units or
appointing partners.
Financial Year |
Total Assets |
Total Revenue |
Share of Net Profit/(Loss) |
Net Cash Flows |
2022-2023 |
1,13,64,393 |
40,17,707 |
1,42,035 |
1,35,314 |
VERTOZ FZ-LLC
This Subsidiary is a Company incorporated in UAE with the Government of Ras Al Khaimah,
UAE and it got the license on 5th August 2022. It is incorporated to carry out
the business of Digital Advertising, Domain selling, Cloud Hosting and providing IT &
IT enabled services in Domestic and International Market.
Financial Year |
Total Assets |
Total Revenue |
Share of Net Profit/(Loss) |
Net Cash Flows |
2022-2023 |
3,24,97,179 |
14,51,60,232 |
2,41,34,552 |
62,53,087 |
During the year under review, the Board of Directors have reviewed the affairs of the
Subsidiaries. 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 attached as
Annexure 2.
Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of
Loans/Advances made to and investments made in the subsidiary have been furnished in Notes
forming part of the Accounts.
10. ANNUAL RETURN:
As required under section 134(3)(a) of the Act, the annual return in accordance with
section 92(3) in Form No. MGT-7 for the financial year 2022-23, is available on the
Company's website https://www.vertoz.com/ir/financials/
11. NUMBER OF MEETINGS OF BOARD:
The Board met 7 (seven) times during the Financial Year ended 31st March
2023 on 6th May 2022, 30th May 2022, 24th June 2022, 10th
August 2022, 5th September 2022, 16th October 2022, 14th
November 2022, 24th November 2022, 29th December 2022 and 9th
February 2023. The necessary quorum was present at all the Meetings. The intervening gap
between any two Meetings was not more than one hundred and twenty days as prescribed by
the Act.
For details of Meeting, please refer Corporate Governance Report, forming part of this
Annual Report.
12. COMMITTEES OF THE BOARD
As on 31st March 2023, the Board of Directors has constituted the Audit
Committee, the Stakeholders Relationship Committee and the Nomination & Remuneration
Committee.
The details on the composition of the Board and its committees are provided in the
Corporate Governance Report.
13. 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 in house Internal Audit Department, for the
Financial Year 2022-2023. 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.
14. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE
COMPANY:
a) DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors is duly constituted and consists of the following 06 (six)
Directors as on the close of the financial year:
Sr. No. |
Name of Directors Hirenkumar Rasiklal |
DIN/PAN |
Category Whole-time |
Members of Audit Committee |
No. of Shares held as on 31st March, 2023 |
No. of Equity Share Warrants held as on 31st March 2023 |
1 |
Shah |
00092739 |
Director |
Yes |
30,71,824 |
2,92,500 |
2 |
Ashish Rasiklal Shah |
00092787 |
Non-Executive Director |
No |
30,71,824 |
2,92,500 |
3 |
Rasiklal Hathichand Shah |
00091585 |
Non-Executive Director Chairman & |
No |
1,19,700 |
NIL NIL |
4 |
Harshad Uttamchand Shah |
07849186 |
Non-Executive Director |
No |
59,852 |
|
6 |
Rohit Keshavlal Vaghadia |
07946771 |
Independent Director |
Yes |
5900 |
NIL |
7 |
Nilam Samir Doshi |
07848294 |
Independent Director |
Yes |
400 |
NIL |
8 |
Akshay Sonar Parolkar |
BBCPS6255B |
Chief Financial Officer* Company |
NA |
Nil |
Nil |
9 |
Zill Shah |
EZOPS6680B |
Secretary & Compliance Officer |
NA |
Nil |
Nil |
[*Mr. Akshay Sonar Parolkar resigned from the position of Chief Financial Officer of
the Company w.e.f. 27th July 2023 and will be relieved from his office w.e.f.
15th September 2023]
b) CHANGES IN COMPOSITION OF BOARD OF DIRECTORS:
There was no change in the composition of the Board of Directors.
c) RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish
Shah (DIN: 0092787), is due to retire by rotation at the 12th Annual General
Meeting.
d) ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Pursuant to the applicable provisions of the Companies Act, 2013, and SEBI (LODR)
Regulations, 2015, 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 Board's 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 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.
Based on the declaration received from all the Independent Directors and also in the
opinion of the Board, all independent Directors possess integrity, expertise, experience
& proficiency and are independent of the Management.
During the year under review, none of the Independent Directors of the Company has had
any pecuniary relationship or transactions with the Company, other than sitting fees or
commission.
f) POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The policy of the Company on Directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a Director
and other matters, as mandated under Section 178 (3)of the Act, is available on the
Company's website: https://vertoz.com/ir/policies/.
The details with respect to training and familiarization programs can be accessed at
https://www.vertoz.com/ir/management-and-committee/.
15. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors confirms that the Company, has duly complied and is complying,
with the applicable Secretarial Standard/s, namely Secretarial Standard 1 (SS-1') on
Meetings of the Board of Directors and Secretarial Standard - 2 (SS-2') on General
Meetings, during the FY 2022-2023.
16. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):
During the FY 2022-2023 under review, no such event occurred by which Corporate
Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code,
2016 (IBC). As such, no specific details are required to be given or provided.
17. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
During the FY 2022-2023 under review, there were no failure to implement any corporate
action.
18. VIGIL MECHANISM / WHISTLE BLOWER:
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, the Board of Directors
of the Company has, 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. RISK MANAGEMENT:
All material risks faced by the Company are identified and assessed. For each of the
risks identified, corresponding controls are assessed, and policies and procedures are put
in place for monitoring, mitigating and reporting risk on a periodic basis.
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 Board has proposed
to re-appoint them as the Statutory Auditors for a second term for consecutive 5 (five)
years starting from the conclusion of the 12th AGM until 17th AGM.
The Statutory Auditors have given confirmation to the effect that they are eligible for
their reappointment 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 2022-2023.
c) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):
There were no instances of fraud reported 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 2023:
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 2022-2023.
Secretarial Audit Report issued by M/s. U. Hedge & Associates, Practicing Company
Secretaries in Form MR-3 for the Financial Year 2022-2023 forms part to this report as an
Annexure 4. The said report does not contain the following observation or
qualification.
21. CORPORATE GOVERNANCE:
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), a separate section on Corporate
Governance with a detailed Report on Corporate Governance forms part of this Annual
Report.
22. CORPORATE SOCIAL RESPONSIBILITY:
Your 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.
23. 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 Company's 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.
24. INFORMATION ABOUT MANAGEMENT DISCUSSION AND ANALYSIS REPORT & AOC-1:
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 - 1 and AOC-1 is attached as Annexure - 2.
25. MEANS OF COMMUNICATION:
The Company has designated compliance@vertoz.com as an email id for the purpose of
registering complaints by investors and displayed the same on the website of the Company.
26. 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 Company's operations in future.
b) DISCLOSURE OF INTIMATION FOR CONDUCTING GOODS AND SERVICE TAX AUDIT:
During this year the Company have filed all the GST Returns as per GST Norms. There are
no GST dues pending with the Company as on 31st March 2023.
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 2023, 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 31stMarch
2021 and of the profit/loss of the Company for that year; c) proper and sufficient 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 Company's Internal Financial Controls were adequate and
effective during the Financial year 2022-2023.
d) SUSPENSION OF TRADING:
There was no occasion wherein the Equity Shares of the Company have been suspended for
trading during the FY 2022-2023.
e) BUSINESS RESPONSIBILITY REPORT:
The SEBI Listing Regulations mandate the inclusion of the BRR as part of the Annual
report for the top 1000 listed entities based on market capitalization. As the Company
does not fall under the criteria specified, the BRR is not applicable to the Company.
f) DEMATERIALISATION OF SHARES:
The Company's shares are held with both the Depositories i.e., National Securities
Depository Limited (NSDL') and Central Depository Services (India) Limited
(CDSL'). 1,19,69,998 of the Company's Shares are held in electronic/ demat form as
on March 31, 2023.
As on March 31, 2023, the number of Shares held in dematerialized and physical mode are
as under:
No. of shares in dematerialized form in CDSL |
3926371 |
No. of shares in dematerialized form in NSDL |
8043627 |
No. of shares in Physical |
2 |
Total no. of Shares |
11970000 |
g) PAYMENT OF LISTING AND DEPOSITORIES FEES:
The Company has duly paid the requisite Annual Listing Fees for the FY 2022-2023, to
the National Stock Exchange of India Limited (NSE).
The Company has also duly paid the requisite annual custodian/depository fee and other
fees for the FY 2022-2023, to the National Securities Depository Limited (NSDL) and
Central Depository Service (India) Limited (CDSL).
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
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 on Prevention of Sexual Harassment at
Workplace 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.
The Company did not receive any complaint during the financial year 2022-23.
27. 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.
28. APPRECIATION:
Your Directors wish to convey their gratitude and appreciation to all the employees of
the Company posted at all its locations for their tremendous personal efforts as well as
collective dedication and contribution to the Company's performance.
Your Directors would also like to thank the employees, shareholders, customers,
dealers, suppliers, bankers, Government and all other business associates, consultants and
all the stakeholders for their continued support extended to the Company and the
Management.
For & on behalf of Vertoz Advertising Limited and its Board of Directors
Harshad Shah Place: Mumbai
Chairman & Non-Executive Director
Date: 4th September 2023
DIN: 07849186
|