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Vertoz Advertising Ltd.

BSE: 535029 Sector: Others
NSE: VERTOZ ISIN Code: INE188Y01015
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Vertoz Advertising Ltd. (VERTOZ) - Director Report

Company director report

Dear Members of Vertoz Advertising Limited

Your Directors' have pleasure in presenting this 10th Annual report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedon 31st March 2021.

1. COMPANY SPECIFIC INFORMATION

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The consolidated financial statements have been prepared in accordance with IndianAccounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013 (theAct) [Companies (Indian Accounting Standards) Rules 2015] (as amended from time totime).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 forfinancial assets and liabilities that is measured at fair value as stated in subsequentpolicies.

1.2 FINANCIAL SUMMARY AND/OR HIGHLIGHTS:

Particulars

Standalone Figures

Consolidated Figures

FY 20-21 (Ind-AS) FY 19-20 (Ind-AS) FY 20-21 (Ind-AS) FY 19-20 (Ind-AS)
Gross Income 1854.02 1660.18 5903.80 4228.67
Profit/(Loss) Before Interest and Depreciation 710.07 452.34 1432.94 840.56
(-) Finance Charges (106.97) (89.19) (129.90) (108.39)
Gross Profit/(Loss) 603.10 363.15 1303.04 732.17
(-) Provision for Depreciation (234.80) (77.28) (369.15) (209.65)
Net Profit Before Tax 368.30 285.87 933.89 522.52
(-) Provision for Tax (101.74) (69.09) (125.77) (97.4)
(-) Deferred Tax 10.35 (20.04) 10.35 (20.04)
Net Profit After Tax 276.91 196.74 818.47 405.08
Balance of Profit/(Loss) brought forward 276.91 196.74 818.47 405.08
(-) Consolidation Revaluation Gain/(Loss) 0.00 0.00 0.00 0.00
Balance available for appropriation 276.91 196.74 818.47 405.08
(-) 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
(-) T ransfer to General Reserve 0.00 0.00 0.00 0.00
Profit for the Period 276.91 196.74 818.47 405.08
Other Comprehensive Income
(i) Items that will not be reclassified to Profit or Loss 7.11 5.48 7.11 5.48
(ii) Income tax relating to above (1.79) (1.38) (1.79) (1.38)
Total Comprehensive Income 282.22 200.84 823.78 409.19

1.3 OPERATIONS AND AFFAIRS OF THE COMPANY:

The Company has reported total standalone income of ^ 1854.02 Lakhs for the currentyear as compared to ^ 1660.18 Lakhs in the previous year. The Net Profit after tax for theyear under review amounted to ^ 276.91 Lakhs in the current year as compared to Net Profitafter tax of ^ 196.74 Lakhs in the previous year. The Comprehensive Income for the yearunder review amounted to ^ 282.22 Lakhs in the current year as compared to ComprehensiveIncome of ^ 200.84 Lakhs in the previous year.

The Company has reported total consolidated income of ^ 5903.80 Lakhs for the currentyear as compared to ^ 4228.67 Lakhs in the previous year. The Net Profit after tax for theyear under review amounted to ^ 818.47 Lakhs in the current year as compared to Net Profitafter tax of ^ 405.08 Lakhs in the previous year. The Comprehensive Income for the yearunder review amounted to ^ 823.78 Lakhs in the current year as compared to ComprehensiveIncome of ^ 409.19 Lakhs in the previous year.

1.4 TRANSFER TO RESERVES:

The Company has closing balance of ^ 173675190/- as Reserves and Surplus.

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

Sr. No. Particulars As at 31st March 2021
1. Surplus from Profit & Loss Account
Opening Balance 59758424
Add: Profit/(Loss) for the period 28222178
Less: Issue of Bonus Shares (717353)
2. Securities Premium (n/off preliminary expenses) 86411940
Total Value in INR 173675190

1.5 FINAL DIVIDEND:

The Directors wish to invest the profits back into the Company for further growth andexpansion and therefore did not recommend any dividend for the Financial Year ended 31stMarch 2021.

1.6 MAJOR EVENTS OCCURRED DURING THE YEAR:

A. COVID-19 IMPACT:

We have all experienced a unique and challenging year. The COVID-19 pandemic brought inits wake a lot of disruption and uncertainty that affected every aspect of life. Howeverat Vertoz we were guided by our principles and values while responding to thesechallenges.

The outbreak of Coronavirus (COVID-19) pandemic globally has caused a slowdown ineconomic activity. In many countries businesses are being forced to cease or limit theiroperations for long or indefinite periods. Measures taken to contain the spread of thevirus including travel bans quarantines social distancing and closures ofnon-essential services have triggered disruptions to businesses worldwide resulting in aneconomic slowdown and uncertainties pertaining to future operations.

During this challenging time the Company's focus is on supporting customers employeesand the local communities in which we operate along with safeguarding the interest of allthe Stakeholders.

The Company is remotely operational and has instructed its staff to Work from Homesince 17th March 2020 and the Company has made all the necessary arrangementsto ensure the staff is able to deliver on projects for the Company's clients.

B. CHANGE IN NATURE OF BUSINESS:

During the FY 2020-2021 under review the Board of Directors though exploring additionto existing business and commercial activities could not be materialized. Thereforethere is no change in the nature of business and commercial activities of the Company.

C. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There were no material changes that happened since the end of the year and till thedate of the report.

1.7 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no occasion whereby the Company has either revised or required to revise theFinancial Statement or the Board's Report of the Company for any period prior to the FY2020-2021. As such no specific details are required to begiven or provided.

2. GENERAL INFORMATION:

2.1 OVERVIEW OF THE INDUSTRY

The detailed discussion on the overview of the industry is covered under ManagementDiscussion and Analysis section which forms part of this report.

2.2 ECONOMIC OUTLOOK

The detailed discussion on the Global Economic outlook is covered under ManagementDiscussion and Analysis section which forms part of this Report.

3. CAPITAL AND DEBT STRUCTURE:

During the year your Company has increased Authorised Share Capital of the Companyfrom ^ 120000000/- (Rupees Twelve Crores only) divided into 12000000 (One Crore andTwenty Lakhs) Equity Shares of ^ 10/- (Rupees Ten) each to ^ 350000000/- (RupeesThirty-five Crores only) divided into 35000000 (Three Crores Fifty Lakhs only) EquityShares of ^ 10 (Rupees Ten) each. The existing Capital Structure of the Company is asfollows:

Particulars 31st March 2021 31st March 2020

Amount (Rupees in lakhs)

Authorised Share Capital
35000000 Equity Shares of ^ 10/- (Rupees Ten) each 3500.00 1200.00
Issued Subscribed and Paid-up Share Capital
11970000 Equity Shares of ^ 10/- (Rupees Ten) each 1197.00 1197.00

Further the Company has neither issued any Convertible or Non-Convertible SecuritiesDebentures Bonds Warrants Shares with differential voting rights as to dividend votingor otherwise nor issued or granted any ESOP Stock Option Sweat Equity during the FY2020-2021.

4. UNPAID DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 Investor Education and Protection Fund (Awarenessand Protection of Investors) Rules your Company was not required to transfer any amountto the Investor Education & Protection Fund (IEPF) during the financial year2020-2021.

5. DEPOSITS:

During the Financial Year your Company has not accepted or renewed any amount fallingwithin the purview of provisions of Section 73 of the Companies Act 2013 ("theAct") read with the Companies (Acceptance of Deposit) Rules 2014 during the yearunder review. Hence the requirement for furnishing of details relating to depositscovered under Chapter V of the Act or the details of deposits which are not in compliancewith the Chapter V of the Act is not applicable.

6. 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 duringthe financial year under review were in ordinary course of business and on an arm's lengthbasis. Further none of these contracts / arrangements / transactions with related partiescould be considered material in nature as per the thresholds given in Rule 15(3) of theCompanies (Meetings of Board and its Powers) Rules 2014 and hence no disclosure isrequired to be given in this regard.

Accordingly the disclosure of Related Party Transactions at arm's length price for theFY 2020-2021 as required under section 134(3) (h) of the Companies Act 2013 in Form AOC-2is given in "Annexure - 4"

7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. Conservation of Energy:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy have not been furnished considering thenature 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 CompaniesAct 2013 in respect of research and development and technology

absorption have not been furnished considering the nature of activities undertaken bythe 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 ForeignExchange outgo during the year in terms of actual outflows.

Particulars FY 2020-2021
Foreign Exchange Inflow ^ 55298567/-
Foreign Exchange Outflow ^ 186836/-

8. PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES:

During the FY 2020-2021 under review the Company has neither granted loan/s (securedor unsecured) provided guarantees or securities in connection with any loan/s availed byothers nor made any investments pursuant to the provisions of Section 185 and 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014(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-downSubsidiary as follows:

VERTOZ INC (US):

This Subsidiary deals with Online Advertising Solutions and media inventory buying andselling across the world. This is fully operational profit-making unit situated atCalifornia USA having its one operational branch at New York USA and five (5) step-downsubsidiaries holding 100% stake in it located at USA in the name of Adnet Holdings IncPubNX Inc Zkraft Inc AdZurite Inc and AdMozart Inc. The consolidated operationactivities brief as follows:

Financial Year Total Assets (^) Total Revenue (^) Share of Net Profit/(Loss) (^) Net Cash Flows (^)
2019-2020 560921219 259136873 5498709 901009
2020-2021 630117588 348514337 5664732 2086880

VERTOZ LTD (UK):

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

Financial Year Total Assets (^) Total Revenue (^) Share of Net Profit/(Loss) (^) Net Cash Flows (^)
2019-2020 252842265 148192669 106178710 (786787)
2020-2021 292918944 172484958 49970567 451454

ADZURITE SOLUTIONS PRIVATE LIMITED:

This Subsidiary is a Performance Marketing Company backed with technology whichproffers Services and advertising needs. Its advanced solutions and premium Partners aidAdvertisers earn better ROIs.

Financial Year Total Assets (^) Total Revenue (^) Share of Net Profit/(Loss) (^) Net Cash Flows (^)
2019-2020 4701059 14845228 628925 25767
2020-2021 5121199 4201343 1189767 8576

10. During the year under review the Board of Directors have reviewed the affairs ofthe Subsidiaries. In accordance with Section 129(3) of the Companies Act 2013 yourCompany has prepared Consolidated Financial Statements of the Company and all itsSubsidiaries in compliance with the applicable Accounting Standards which forms part ofthis Annual Report. Pursuant to the provisions of sub section (3) of section 129 of theAct read with Rule 5 of the Companies (Accounts) Rules 2014 the salient features of theFinancial Statement of each of our Subsidiaries are set out in the prescribed format AOC-1which forms part of the Financial Statements section of this Annual Report attached as"Annexure - 3".

11. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the Financial Year ended 31st March 2021 made under theprovisions of Section 92 (3) of the Act is attached as "Annexure - 1 " whichforms part of this Report.

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

12. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

The internal audit is carried out by in house Internal Audit Department for theFinancial Year 2020-2021.The periodical audit reports including significant auditobservations and corrective actions there-on are presented to the Chairman of the AuditCommittee for deliberation discussion and implementation.

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

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

Sr. No. Name of Directors & Key Managerial Personnel DIN/PAN Category cum Designation Members of Audit Committee No. of Shares held as on 31st March 2021
1 Hirenkumar Rasiklal Shah 00092739 Whole-time Director Yes 3071824
2 Ashish Rasiklal Shah 00092787 Whole-time Director No 3071824
3 Rasiklal Hathichand Shah 00091585 Non-Executive Director No 119700
4 Harshad Uttamchand Shah 07849186 Chairman & NonExecutive Director No 59852
5 Harshal Ishwar Patel* 07842251 Independent Director Chairman of Audit Committee NIL
6 Rohit Keshavlal Vaghadia# 07946771 Independent Director Yes NIL
7 Nilam Samir Doshi@ 07848294 Independent Director Yes NIL
8 Akshay Sonar Parolkar BBCPS6255B Chief Financial Officer No NIL
9 Zill Shah EZOPS6680B Company Secretary & Compliance Officer No NIL

[*Harshal Patel resigned from the Company w.e.f. 25th June 2020 and so heceased to be the Independent Director of the Company and all the Committees werereconstituted.

# Rohit Keshavlal Vaghadia became the Member of the Audit Committee w.e.f. 25thJune 2020 @Nilam Samir Doshi was elected as the Chairperson of the Audit Committee w.e.f.25th June 2020.]

b) CHANGES IN COMPOSITION OF BOARD OF DIRECTORS:

On 25th June 2020 Mr. Harshal Patel resigned from the Company and so heceased to be the Independent Director of the Company and all the Committees werereconstituted with immediate effect.

c) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Rasiklal Hathichand Shah (DIN: 00091585) is due to retire by rotation at the 10thAnnual General Meeting.

As per Regulation 17(1A) of the Securities and Exchange Board of India(ListingObligations and Disclosure Requirements) Regulations 2015 other applicable provisionsif any of the Companies Act 2013 and the applicable Rules made thereunder including anyamendment(s) statutory modification(s) and/or re-enactment thereof for the time being inforce no Listed Entity shall appoint a person or continue the Directorship of any personas a Non-Executive Director who has attained the age of Seventy Five (75) years unless aSpecial Resolution is passed to that effect in which case the explanatory statementannexed to the Notice for such motion shall indicate the justification for appointing sucha person.

On 21st December 2019 approval of the Members of the Company was granted toMr. Rasiklal Hathichand Shah (DIN 00091585) who had attained the age of Seventy-five (75)

years to continue to be a Non-Executive Director of the Company by passing SpecialResolution through Postal Ballot. Since Mr. Rasiklal Hathichand Shah (DIN 00091585) isliable to retire by rotation Nomination and Remuneration Committee has recommended forthe re-appointment therefore in pursuance of said aforesaid Regulation it is herebyproposed that Special Resolution be passed for continuation of his office as Directorliable to retire by rotation.

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

Pursuant to the provisions of the Companies Act 2013 the Board has carried out AnnualPerformance Evaluation of its own performance the Directors individually as well as theevaluation of the working of its all Committees. The Board's functioning was evaluated onvarious aspects including inter-alia the Structure of the Board Meetings of the BoardFunctions of the Board Degree of fulfilment of key responsibilities Establishment anddelineation of responsibilities to various Committees Effectiveness of Board processesinformation and functioning. The Committees of the Board were assessed on the degree offulfilment of key responsibilities adequacy of Committee composition and effectiveness ofmeetings. The Directors were evaluated on aspects such as attendance contribution atBoard/Committee Meetings and guidance/support to the Management outside Board/CommitteeMeetings. The performance assessment of Non-Independent Directors Board as a whole andthe Chairman were evaluated in a separate Meeting of Independent Directors. The same wasalso discussed in the NRC and the Board. Performance evaluation of Independent Directorswas 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 IndependentDirectors of the Company that they satisfy the "criteria of Independence" asdefined 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 2013the Schedules and Rules framed there under.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company has duly complied and is incompliance 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') onGeneral Meetings during the FY 2020-2021.

15. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC):

During the FY 2020-2021 under review no such event occurred by which CorporateInsolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code2016 (IBC). As such no specific details are required to be given or provided.

16. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2020-2021 under review there was no corporate action taken by theCompany.

17. 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 itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and Employeesof the Company to provide a mechanism which ensures adequate safeguards to Employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

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

18. RISK MANAGEMENT:

All material Risks faced by the Company are identified and assessed. For each of therisks identified corresponding controls are assessed and policies and procedures are putin place for monitoring mitigating and reporting risk on a periodic basis.

19. AUDITORS:

a) APPOINTMENT:

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

The Statutory Auditors have given a confirmation to the effect that they are eligibleto continue with their appointment and that they have not been disqualified in any mannerfrom 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 AuditCommittee.

b) AUDITORS REPORT:

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatory andneeds no further explanation. The Auditors have given clean unmodified opinion in theirreport for the financial year 2020-2021.

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

There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder 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 theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.

e) SECRETARIAL AUDIT FOR THE YEAR ENDED 31st MARCH 2021:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. U. Hedge &Associates Practicing Company Secretaries had been appointed to issue Secretarial AuditReport for the Financial Year 2020-2021.

Secretarial Audit Report issued by M/s. U. Hedge & Associates Practicing CompanySecretaries in Form MR-3 for the Financial Year 2020-2021 forms part to this report as an"Annexure -5". The said report does not contain the following observation orqualification.

20. CORPORATE GOVERNANCE:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") a separate section on "CorporateGovernance" with a detailed Report on Corporate Governance forms part of this AnnualReport.

21. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not meet the limits fixed under Section 135(1) of the Companies Act2013 with respect to Corporate Social Responsibility therefore the same is notapplicable.

22. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in Securities by the Directors and designated employees of theCompany. 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 andprohibits the purchase or sale of Company Shares by the Directors and the DesignatedEmployees while in possession of Unpublished Price Sensitive Information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All the Directors and the Designated employeeshave 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 andmarked as "Annexure - 2" and AOC-1 is attached as "Annexure - 3".

24. MEANS OF COMMUNICATION:

The Company has designated compliance@vertoz.com as an email id for the purpose ofregistering complaints by investors and displayed the same on the website of the Company.

25. 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 impacton the going concern status and the Company's operations in future.

b) DISCLOSURE OF INTIMATION FOR CONDUCTING GOODS AND SERVICE TAX AUDIT: During thisyear the Company have filed all the GST Returns as per GST Norms. There are no GST duespending with the Company as on 31st March 2021. Further the Company had completed andfiled GST Audit Report for FY 2017-18 on 07.02.2020 for FY 2018-19 on 31.12.2020 and FY2019-20 on 27.02.2021.

c) DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 in relation to the AuditedFinancial Statements of the Company for the year ended 31st March 2021 theBoard of Directors hereby confirms that:

a) in the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

b) such Accounting Policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31stMarch 2021and of the profit/loss of the Company for that year;

c) proper and enough care was taken for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyand 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 thatsuch Internal Financial Controls are adequate and were operating effectively;

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

Based on the framework of Internal Financial Controls and Compliance Systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors and External Consultants including the Audit of InternalFinancial Controls over Financial Reporting by the Statutory Auditors and the reviewsperformed by management and the relevant Board Committees including Audit Committee theBoard is of the opinion that the Company's Internal Financial Controls were adequate andeffective during the Financial year 2020-2021.

d) SUSPENSION OF TRADING:

There was no occasion wherein the equity shares of the Company have been suspended fortrading during the FY 2020-2021.

e) BUSINESS RESPONSIBILITY REPORT:

The SEBI Listing Regulations mandate the inclusion of the BRR as part of the Annualreport for the top 1000 listed entities based on market capitalization. As the Companydoes 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 SecuritiesDepository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL').11969998 of the Company's Shares are held in electronic/ demat form as on March 312021.

As on March 31 2021 the number of Shares held in dematerialized and physical mode areas under:

No. of shares in dematerialized form in CDSL 3533649
No. of shares in dematerialized form in NSDL 8436349
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 2020-2021 tothe National Stock Exchange of India Limited (NSE).

The Company has also duly paid the requisite annual custodian/depository fee and otherfees for the FY 2020-2021 to the National Securities Depository Limited (NSDL) andCentral 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 thework environment at all its locations is conducive to fair safe and harmonious relationsbetween employees. It strongly believes in upholding the dignity of all its employeesirrespective of their gender or seniority. Discrimination and harassment of any type arestrictly prohibited.

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

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary andtrainees) are covered under this Policy. The Company ensures that no employee isdisadvantaged by way of gender discrimination.

During the year 2020-2021 pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder there wereNo Complaints registered.

26. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules 2014have been marked as "Annexure - 6".

27. APPRECIATION:

The Board wishes to place on record their appreciation for the sincere efforts of theDirectors employees and the co-operation extended by Bankers Shareholders ClientsAssociates and Central and State Governments for their continuous support towards theconduct of the Company.

For & on behalf of Vertoz Advertising Ltd.
and its Board of Directors
Harshad Shah
Place: Mumbai Chairman & Non-Executive Director
Date: 31st August 2021 DIN:07849186

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