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Indiamart Intermesh Ltd.

BSE: 542726 Sector: Others
NSE: INDIAMART ISIN Code: INE933S01016
BSE 00:00 | 10 Aug 4386.45 -100.25
(-2.23%)
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NSE 00:00 | 10 Aug 4389.75 -99.95
(-2.23%)
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OPEN 4482.85
PREVIOUS CLOSE 4486.70
VOLUME 6239
52-Week high 9700.00
52-Week low 3676.05
P/E 50.37
Mkt Cap.(Rs cr) 13,497
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4482.85
CLOSE 4486.70
VOLUME 6239
52-Week high 9700.00
52-Week low 3676.05
P/E 50.37
Mkt Cap.(Rs cr) 13,497
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indiamart Intermesh Ltd. (INDIAMART) - Director Report

Company director report

Dear Member(s)

The Board of Directors of your Company take pleasure in presenting the 22ndAnnual Report on the business and operations of the Company together with auditedStandalone & Consolidated Financial Statements and the Auditor's Report thereon forthe financial year ended March 31 2021 (FY 2021).

FINANCIAL PERFORMANCE

The summary of financial performance of the Company for the year under review isdetailed below:

Particulars Standalone Consolidated
FY 2021 FY 2020 FY 2021 FY 2020
Revenue from Operations 6650.48 6235.13 6695.62 6388.54
Other Income 851.62 684.12 865.84 685.91
Total Income 7502.10 6919.25 7561.46 7074.45
Employee Benefit Expenses 1987.21 2548.35 2052.13 2666.69
Financial Cost 66.63 32.83 66.63 32.83
Depreciation and amortisation expenses 158.65 209.15 160.65 211.45
Net Loss on financial liability designated at FVTPL - - - -
Other Expenses 1329.91 1960.28 1361.92 2032.88
Total Expenses 3542.40 4750.61 3641.33 4943.85
Exceptional items - 68.79 - -
Share in Net Profit/(loss) of Associate - - (26.60) (16.41)
Profit/(Loss) before tax 3959.70 2099.85 3893.53 2114.19
Total Tax Expenses 1092.57 637.77 1095.79 640.37
Profit/(Loss)for the year 2867.13 1462.08 2797.74 1473.82
Other Comprehensive loss for the financial year (18.29) (54.17) (17.78) (55.47)
Total Comprehensive income/(loss) for the financial year 2848.84 1407.91 2779.96 1418.35
Earnings per Equity Share (INR) - Face value of ` 10/- each 98.53 50.73 96.15 51.14

 

Note: The above figures are extracted from the standalone and consolidated financialstatements prepared in compliance with Indian Accounting Standards (‘IND AS'). TheFinancial Statements of the Company complied with all aspects of Indian AccountingStandards (‘IND AS') notified under Section 133 of the Companies Act 2013 read withthe Companies (Indian Accounting Standards) Rules 2015 as amended from time to time andother relevant provisions of the Act.

REVIEW OF OPERATIONS

Your Company's revenue from operations reached `6650.00 million during the year underreview as against `6235.13 million during the previous financial year a growth of around6.65% year on year. The total income increased by around 8.42% from `6919.25 million inFY 2020 to `7502.00 million in FY 2021. Operating EBITDA for the year recorded anincrease of around 93.07% over previous year and stood at `3333.36 million in comparisonwith `1726.50 million in FY 2020. Profit before tax (‘PBT') from ordinary activities(before exceptional items) is `3959.70 million in FY 2021 as against `2168.64 million inFY 2020.

DIVIDEND

Recommended a final dividend of `15 per equity share of `10 each fully paid-up (150%of face value) for FY 2021 by the Board of Directors at its meeting held on April 292021. The payment is subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting (‘AGM') of the Company to those members whose names appeared on theRegister of Members of the Company on the record date.

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations')the top 500 listed entities based on market capitalisation calculated as on March 31 ofevery

financial year are required to formulate a Dividend Distribution Policy which shall bedisclosed in their annual reports and on their websites. Accordingly the DividendDistribution Policy of the Company is enclosed as ‘Annexure – 1'.

The Dividend Distribution Policy of the Company can also be accessed on the Company'swebsite i.e. https://investor.indiamart. com.

TRANSFER TO RESERVES

The Company did not transfer any amount to reserves during the financial year.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofyour Company between the end of the financial year and date of this report.

As required under Section 134(3) of the Companies Act 2013 (‘the Act')the Board inform the members that during the financial year there have been no materialchanges except as disclosed elsewhere in report:

In the nature of Company's Business and

In the Company's Subsidiaries or in the nature of business carried out by them.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31 2021 the Company has four (4) Subsidiary Companies and two (2)Associate Companies:

Subsidiaries:

• Tolexo Online Private Limited (‘TOPL')

• Pay With Indiamart Private Limited (‘PWIPL')

• Tradezeal Online Private Limited (‘TOPL')

• Hello Trade Online Private Limited (‘HTOPL')

Associates:

• Simply Vyapar Apps Private Limited (‘Vyapar')

• Ten Times Online Private Limited (‘TTOPL')

Joint Ventures: None

During the financial year the Board reviewed the affairs of its subsidiaries andassociates. In accordance with Section 129(3) of the Act your Company has prepared theConsolidated Financial Statements of the Company and all its subsidiaries and associates.

Performance and Financial Position of the Subsidiary(s) and Associate Companies:

Tolexo Online Private Limited was incorporated on May 28 2014. TheCompany is primarily engaged in the business of building a cloud-based solution for SMEbusinesses to help them manage their business with increased efficiency. During the yearunder review its total income was `4.96 million. The net loss after taxation was `73.46million.

Pay With Indiamart Private Limited was incorporated on February 07 2017.The Company is engaged in the business of electronic payment facilitation mechanismsthrough internet-based solutions & products financial intermediation and services inconnection with electronic payments as well as receipts products technologies andmarkets. During the year under review its total revenue was `28.69 million and net profitafter taxation was `0.77 million.

Tradezeal Online Private Limited formerly known as TradezealInternational Private Limited was incorporated on May 31 2005. During the year underreview the Company has adopted new main objects which is primarily to carry out businessrelated to Investment and allied activities. Furthermore the Company has changed its nameto Tradezeal Online Private Limited thereby aligning it with the objects of the Company.

The Company has invested in the shares (on fully diluted basis) of Legistify ServicesPrivate Limited (11.01%) Truckhall Private Limited (25.02%) and Shipway TechnologyPrivate Limited (26%) in April 2021.

Hello Trade Online Private Limited was incorporated on July 03 2008. TheCompany being not actively engaged in any business is however authorised to indulge in agamut of businesses like conducting domestic trade and international businessfacilitation including sales marketing operational technological informationprocessing and other trade and business-related services.

Ten Times Online Private Limited was incorporated on February 26 2014as a subsidiary of IndiaMART InterMESH Limited. It is currently engaged in the business ofoperating www.10times.com a platform for business events discovery and networking.

On September 01 2021 the Company has sold 70% stake in Equity Share Capital of TenTimes Online Private Limited. Accordingly it has ceased to be a Wholly Owned Subsidiaryand has become an Associate Company of IndiaMART InterMESH Limited.

During the year under review its total income was `57.64 million and the net lossafter taxation was `16.11 million.

Simply Vyapar Apps Private Limited was incorporated on March 08 2018.The Company is involved in the business of selling ‘Vyapar' a Business AccountingSoftware made for Indian Small Businessmen to deal with invoicing inventory accountingneeds and much more. During the year under review its total revenue was `117.35 millionand net loss after taxation was `61.84 million.

Pursuant to Section 129 (3) of the Act and Ind - AS 110 issued by the Institute ofChartered Accountants of India Consolidated Financial Statements presented by the Companyinclude the financial statements of its subsidiaries and associates.

A statement containing the salient features of the financial statement of Subsidiariesand Associates in the prescribed format AOC-1 is attached as ‘Annexure – 2'to this report. Further the Company does not have any Joint Ventures hence noinformation in this regard is required to be furnished.

The Policy for determining material subsidiaries is available on the Company's websitei.e. https://investor.indiamart.com.

In terms of provisions of Section 136 of the Act separate audited accounts of thesubsidiary Companies shall be available on the website of the Company athttps://investor.indiamart.com.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year underreview within the meaning of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 and no amount of principal or interest on deposits from the publicwas outstanding as on the date of Balance Sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Diversity

The Company recognises and embraces the importance of a diverse Board in its success.We believe that a truly diverse Board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity & gender which will help us retain our competitive edge. Your Boardcomprises of experts in the field of Finance Corporate Governance Technology inFinancial Inclusion Enterprise Management People Management and Leadership skills. YourCompany has also appointed a Woman Director on the Board.

In terms of Regulation 19 of Listing Regulations and under Part D Schedule II to thesaid Regulation a Board Diversity Policy must be framed and duly approved by Nominationand Remuneration Committee of the Board (‘NRC').

The Board Diversity Policy of the Company can be accessed on the Company's website i.e.https://investor.indiamart.com.

Details of Directors & Key Managerial Personnel (‘KMP')

S. No. Name of Director / KMP Designation Date of initial Appointment
1. Mr. Dinesh Chandra Agarwal Managing Director & Chief Executive Officer September 13 1999
2. Mr. Brijesh Kumar Agrawal Whole-Time Director September 13 1999
3. Mr. Dhruv Prakash Non-Executive Director October 28 2015
4. Ms. Elizabeth Lucy Chapman Independent Director January 27 2015
5. Mr. Rajesh Sawhney Independent Director January 27 2011
6. Mr. Vivek Narayan Gour Independent Director April 30 2018
7. Mr. Prateek Chandra Chief Financial Officer April 30 2015
8. Mr. Manoj Bhargava Senior Vice President (Legal & Secretarial) Company Secretary & Compliance Officer June 04 2018

Pursuant to Section 152 and other applicable provisions of the Act read with theArticles of Association of the Company one-third of the Directors as are liable toretire by rotation shall retire every year and if eligible may offer themselves forre-appointment at every Annual General Meeting. Accordingly one of the Directors otherthan an Independent Director or Managing Director would be liable to retire by rotationat the ensuing AGM.

Brief details of Directors proposed to be appointed/ re-appointed as required underRegulation 36 of the Listing Regulations and Secretarial Standard – 2 would beprovided in the Notice of the Annual General Meeting.

None of the Directors of the Company have resigned from the office of Director of theCompany during the year.

Mr. Dinesh Chandra Agarwal Managing Director & Chief Executive Officer Mr.Brijesh Kumar Agrawal Whole-time Director Mr. Prateek Chandra Chief Financial Officerand Mr. Manoj Bhargava Senior Vice President (Legal & Secretarial) Company Secretary& Compliance Officer are the Key Managerial Personnel of your Company in accordancewith the provisions of Sections 2(51) 203 of the Act read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s)or re-enactment(s) for the time being in force). During the year there was no change(appointment or cessation) in the office of KMP.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meets the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 25(8) &16(1)(b) of the Listing Regulations. There has been no change in the circumstancesaffecting their status as Independent Directors of the Company.

Board Evaluation

Pursuant to applicable provisions of the Act and the Listing Regulations the Board inconsultation with its Nomination

& Remuneration Committee has formulated a framework containing inter-aliathe criteria for performance evaluation of the entire Board of the Company its Committeesand individual Directors including Independent Directors.

The annual performance evaluation of the Board its Committees and each Director hasbeen carried out in accordance with the framework. The details of evaluation process ofthe Board its Committees and individual Directors including Independent Directors havebeen provided in the ‘Corporate Governance Report' which forms part of this Report.

Familiarisation Programme for Independent Directors

The Company familiarises the Independent Directors with the Company their rolesrights and responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. through various programme at periodicintervals.

As a part of the ongoing familiarisation process of the Company Independent Directorswere apprised during and/or after quarterly Board Meetings by the Managing Director andChief Executive Officer and/or Whole-time Director about the operations of the Companymarket scenario governance internal control processes and other relevant mattersincluding strategy important developments and new initiatives undertaken by the Company.Further the Senior Management Personnel made presentations on relevant topics includingbusiness markets controls changes in the regulatory framework and business environmenthaving an impact on the Company. The Directors generally meet for reviewing the businessof the Company prior to the offcial Board Meetings.

The details pertaining to Familiarisation Programme for Independent Directors has beenincorporated in ‘Corporate Governance Report' which forms part of this Report.

Independent Directors Meeting

As stipulated under Section 149(8) read with Schedule IV of the Act and Regulation 25of Listing Regulations a separate meeting of the Independent Directors was held on May12 2020 without the attendance of Non-Independent Directors and members of themanagement to review the performance of the Non-Independent Directors various committeesof the Board and the Board as a whole. The Independent Directors also review the qualitycontent & timeliness of the flow of information from the management to the Board andits committees which is necessary to reasonably discharging their duties. All theIndependent Directors of the Company were present in the meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 of the Act your Directors to the best of their knowledgeand belief and according to the information & explanations obtained by them confirmthat: a) in the preparation of annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures whereverapplicable; b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on March 31 2021 andof the profit and loss of the Company for the period ended on that date; c) the Directorshad taken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts on a going concern basis; e) the Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; f) the Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During FY 2021 four (4) Board meetings were held. For details of the meetings of theboard kindly refer to the ‘Corporate Governance Report' which forms part of thisreport.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of the Act read with the Rules issued thereunder and theListing Regulations. The Nomination and Remuneration Policy of the Company is enclosed as ‘Annexure- 3' and the same can also be accessed on the Company's website i.e.https://investor.indiamart.com.

SHARE CAPITAL

During the year under review the Company has increased its Authorised Share Capital byadding 1500000 Equity Shares having face value `10/- each and reclassified extensiveportion of Preference Shares Capital into Equity Shares. Subsequently the AuthorisedCapital of the Company is `994425584/- divided into 99442460 Equity Shares having facevalue `10/- each and three (3) 0.01% Cumulative Preference Shares having face valueof `328/- each.

The Company has issued & allotted 66696 Equity Shares of the Company pursuant toexercise of Employee Stock Options on July 20 2020 September 19 2020 andNovember 08 2020 as well as 135000 Equity Shares at an issue price of `10/- each toIndiaMART Employee Benefit Trust on September 19 2020. Further for augmenting long termcash resources funding organic or inorganic growth opportunities in the area of Company'soperations and adjacencies making investments in companies including in subsidiariesjoint ventures associates or otherwise (either through debt or equity or any convertiblesecurities) growing existing businesses or entering into new businesses in line with thestrategy of the Company or for any other general purposes as may be permissible under theapplicable law and approved by the Board the Company allotted 1242212 Equity Shareshaving face value `10/- each to Qualified Institutional Buyers through QualifiedInstitutional Placement during the financial year. Pursuant to the above allotment theissued & paid-up equity share capital of the Company increased to and stood as onMarch 31 2021 at `303637280/- divided into 30363728 Equity Shares of `10/- each.

The Company has not issued any sweat equity shares to its Directors or employeesduring the year under review.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Ltd. (‘BSE') and National StockExchange of India Ltd. (‘NSE'). The due annual listing fees for the financial year2021-22 has been paid to both the Stock Exchanges i.e. BSE and NSE.

Name and address of the Stock Exchange Scrip code Status of fee paid for FY 2022
National Stock Exchange of India Limited INDIAMART Paid
Exchange Plaza C-1 Block G
Bandra Kurla Complex Bandra
Mumbai – 400001
BSE Limited 542726 Paid
Phiroze Jeejeebhoy Towers Dalal
Street Mumbai - 400001

UTILISATION OF QIP PROCEEDS

The Company allotted 1242212 equity shares through Qualified Institutional Placement(‘QIP') at an issue price of `8615 per equity share (including a premium of `8605per equity share) aggregating to `10701.66 million on February 22 2021. The issue wasmade in accordance with the SEBI (Issue of Capital and Disclosure Requirements)Regulations 2018 as well as Sections 42 and 62 of the Act as amended including therules made thereunder. The proceeds of funds raised under QIP of the Company are utilisedas per Objects of the Issue.

Particulars Amount
Gross Proceeds received from QIP 10701.66
Less: Share issue Expenses 189.67
Net Proceeds received from QIP 10511.99
Amount utilised for: Future growth and expansion and any other general purposes as may be permissible under the applicable law and approved by the Board. NIL
Unutilised Amount 10511.99

Pursuant to SEBI notification dated December 24 2019 details of the utilisation offunds will also be submitted to the Stock Exchanges in the separate format as"Statement of Deviation / Variation in utilisation of funds raised" on quarterlybasis.

COMMITTEES OF THE BOARD

The Company has several committees which have been established as part of bestcorporate governance practices and comply with the requirements of the relevant provisionsof applicable laws and statutes.

The Committees and their Composition are as follows:

Name of the Committee Mr. Dinesh Chandra Agarwal Mr. Brijesh Kumar Agrawal Mr. Dhruv Parkash Mr. Vivek Narayan Gour Ms. Elizabeth Lucy Chapman Mr. Rajesh Sawhney
Audit - - Member Chairman Member Member
Nomination and Remuneration - - Member - Chairperson Member
Stakeholders' Relationship - Member Member Chairman - -
Corporate Social Responsibility - Member - Member Member -
Risk Management - - Member Member Member Member
Investment and Finance# Member Member Member - - -
Share Allotment Member Member Member - - -
Fund Raise* - Member Member Member - Member

 

* Fund Raise Committee was formed by the Board of Directors on January 18 2021 forthe specific purpose of looking into the various statutory and procedural formalities inrelation to the proposed fund raise. Thereafter the Fund Raise Committee has beendissolved by the Board on April 29 2021.

# Composition of Investment & Finance Committee was reconstituted by theBoard of Directors on April 29 2021 comprising of Mr. Brijesh Kumar Agrawal Mr.Vivek Narayan Gour & Mr. Rajesh Sawhney as the Members of Committee for undertakingthe requisite decisions in accordance with the terms of the reference of the Committee.

CORPORATE SOCIAL RESPONSIBILITY _‘CSR'_

The Company has constituted Corporate Social Responsibility Committee (‘CSRCommittee') in accordance with the provisions of the Act. The CSR Committee wasconstituted comprising of members of the Board of the Company. The Committee presentlyconsists of three (3) Directors.

In accordance with the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has formulated andposted CSR Policy on its website which may be viewed at https://investor.indiamart.com.The Annual Report on CSR activities undertaken by the Company during the year underconsideration in accordance with the Companies (Corporate Social Responsibility Policy)Rules 2014 is attached as ‘Annexure – 4' to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Listing Regulations is presented in a separate section forming part of theAnnual Report.

CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its affairs with diligencetransparency responsibility and accountability. The Company continues to focus onbuilding trust with shareholders employees customers suppliers and other stakeholdersbased on the principles of good corporate governance viz. integrity equity transparencyfairness sound disclosure practices accountability and commitment to values. Incompliance with Regulation 34 of the Listing Regulations a separate report on CorporateGovernance along with a certificate from the Practicing Company Secretaries conformingcompliance to the conditions of Corporate Governance as stipulated under Regulation 34(3)of the Listing Regulations is also annexed to the Corporate Governance Report which formspart of this Report as

‘Annexure – 5'.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle BlowerPolicy in accordance with provisions of the Act and Listing Regulations to provide aformal mechanism to the Directors Employees or Stakeholders to report their concernsabout unethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct. The Policy provides for adequate safeguards against victimization of employeeswho avail of the mechanism and enables direct access to the Chairman of the AuditCommittee. In terms of the Policy of the Company no employee of the Company has beendenied access to the Chairman of the Audit Committee of the Board. During the year underreview no such concern from any whistle-blower has been received by the Company. TheWhistle Blower Policy is available on Company's Intranet along with other policies foreasy access and information of Employees. It can also be accessed at the Company's websiteat https://investor.indiamart.com.

INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are supplemented by an extensive internal auditprogram conducted by an independent professional agency. The internal control system isdesigned to ensure that all financial and other records are reliable for preparingfinancial statements and for maintaining accountability of assets. During the year suchcontrols were tested and no reportable material de_ciency in controls were observed.

RISK MANAGEMENT

The Company has in place an effective risk management framework which is governed atthe highest level by the Board. The Risk Management Policy identifies elements of risk ifany which in the opinion of the Board may threaten the existence of the Company.

The Audit Committee and the Board periodically review the risks involved from time totime and take appropriate measures to minimise the same.

Further Regulation 21 of Listing Regulations requires the Board of top 500 Companiesdetermined based on market capitalisation as at the end of immediately precedingfinancial year to constitute a Risk Management Committee.

In compliance with the above provisions the Board at its meeting held on May 12 2020constituted the Risk Management Committee. The Risk Management Committee met on March 302021 wherein it primarily reviewed the Risk Framework of the Company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees or Investments made during the year and pursuant toSection 186 of the Act are given in the Note No. 8 to the Standalone Financial Statementsforming integral part of the Annual Report. Further during the financial year aninvestment was made by the Company in securities of Mobisy Technologies Private Limitedwhich was duly approved by the Audit Committee and the Board.

Additionally the Company has invested the surplus funds available in the units ofmutual funds tax-free bonds and debt securities the details of which are provided in thestandalone financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Act all the contracts and arrangements withrelated parties as entered by the Company during the financial year under review were onarm's length basis and in the ordinary course of business.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Act in Form AOC-2 of the rules prescribed under Chapter IX relatingto Accounts of Companies under the Act is appended as ‘Annexure – 6' tothis Report. The statement showing the disclosure of transactions with related partiessuch as payment of Directors' remuneration in compliance with applicable IND AS thedetails of the same are provided in Note No. 33 of the Standalone Financial Statementforming integral part of the Annual Report. All related party transactions were placedbefore the Audit Committee and the Board for their approval.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available at https://investor.indiamart.com.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014: a) Ratio of theremuneration of each Director to the median remuneration of the employee's (MRE) and otherdetails pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014. The aforesaid disclosure is annexed and forms partof this report as ‘Annexure – 7'. b) Detail of every employee of theCompany as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The aforesaid disclosure is annexed andforms part of this report as ‘Annexure – 8'. c) No Director of theCompany including its Managing Director or Whole-Time Director is in receipt of anycommission from the Company or its Subsidiary Company.

AUDITORS Statutory Auditor

B S R & Co. LLP Chartered Accountants (Firm Registration No: 101248W/W-100022)were appointed as Statutory Auditors of the Company at the Annual General Meeting of theCompany held on September 25 2019 for a term of five (5) consecutive years i.e. tohold office from the conclusion of the 20th Annual General Meeting till theconclusion of the 25th Annual General Meeting of the Company.

The report of the Statutory Auditor forms part of the Annual Report. The said reportdoes not contain any qualification reservation adverse remarks or disclaimer.

Internal Auditor

Mazars who were appointed as the internal auditors of the Company for the financialYear 2020-21 have conducted the internal audits periodically and shared their reports andfindings with the Audit Committee including significant observations if any andfollow-up actions thereon from time to time. The Audit Committee reviews the adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening theCompany's risk management policies and systems.

Secretarial Auditor

M/s Sanjay Grover & Associates Practicing Company Secretaries were appointed toconduct the Secretarial Audit of the Company for the Financial Year 2020-21 as requiredunder Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report forFinancial Year 2020-21 is attached as ‘Annexure – 9' to this Report. Thereport of Secretarial Auditor is self-explanatory and does not contain any qualificationreservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Auditors of the Company have not reported to theaudit committee under Section 143(12) of the Act any instances of fraud committedagainst the Company by its officers or employees the details of which would need to bementioned in the Board's Report.

EXTRACTS OF ANNUAL RETURN

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of theAct read with Rule 12 of the Companies (Management and Administration) Rules 2014 theCompany has uploaded the Annual Return as on March 31 2020 on its website which may beviewed at https://investor.indiamart.com.

Further the extract of Annual Return as on March 31 2021 forms part of this report as‘Annexure – 10'.

PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working inthe Company and has zero tolerance towards any actions which may fall under the ambit ofsexual harassment at workplace. An Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen constituted and it presently comprises of five (5) members out of which four (4)members are women as on the date of this report.

The Company has framed the policy for Prevention of Sexual Harassment of Women atWorkplace.

The following is a summary of sexual harassment complaints received and disposed-o_during period under review:

No. of Complaints received 0
No. of complaints disposed-o_ 0
No. of cases pending for more than 90 days Nil
Nature of action taken by the Company NA
No. of Workshops or Awareness Programmes 16

BUSINESS RESPONSIBILITY REPORT

Listing Regulations mandates the top 1000 listed companies by market capitalisationto make Business Responsibility Report (‘BRR') part of their Annual Report describingthe initiatives taken by the Company from an Environmental Social and Governanceperspective in the format specified by Securities and Exchange Board of India.

The concept of BRR lays down nine (9) core principles which a Listed Company shallfollow while undertaking its business operations. In terms of aforesaid Regulations aseparate section on "Business Responsibility Report" with a detailed compliancereport forming integral part of this Annual Report and is given in

‘Annexure – 11'.

EMPLOYEES STOCK OPTIONS & STOCK APPRECIATION RIGHTS

Your Company has always believed in motivating employees and rewarding them for theircontinuous hard work dedication and support which has led the Company on the growthpath. In view of the above the Company currently has the following two (2) schemes:

i. IndiaMART Employee Stock Option Scheme 2015

("IndiaMART ESOS 2015")

Pursuant to a resolution of the Board dated June 08 2015 and shareholders resolutiondated September 23 2015 the Company adopted IndiaMART ESOS 2015 which governs allprevious stock option schemes of our Company including

Grant 2010 Grant 2012 and Grant 2013. The maximum Equity Shares that may be issuedupon exercising of grants under the IndiaMART ESOS 2015 should not exceed the aggregateof 5% of the expanded share capital of our Company and the existing pool of 1516216options that were approved pursuant to the shareholder resolutions dated November 10 2008and October 27 2012. However pursuant to a resolution of our Board dated April 30 2018the IndiaMART ESOS 2015 was discontinued with respect to future grants of options.Further the shareholders at their meeting held on May 07 2018 passed a resolution that372746 options comprising the options under IndiaMART ESOS 2015 that had not beengranted to eligible employees will henceforth be governed by the IndiaMART ESBS 2018(defined below). At the same meeting the shareholders also approved Bonus of (1:1) to allEquity shareholders of the Company with appropriate adjustments on issue of bonus to theoutstanding options granted but not exercised by the option holders as on record dateunder IndiaMART ESOS 2015 and their respective exercise price so that such option holdergets the same shareholding to which they would have been entitled to as if all suchoptions had been exercised before the issue of such bonus shares.

Nomination and Remuneration Committee is authorised to administer the IndiaMART ESOS2015 and is entitled to determine the terms of the stock options at the time of theirgrant.

ii. IndiaMART Employee Stock Benefit Scheme 2018 ("IndiaMART ESBS 2018")

Pursuant to a resolution of the Board dated April 30 2018 and the Shareholdersapproval dated May 07 2018 the Company instituted an employee stock benefit scheme. Interms of the IndiaMART ESBS 2018 eligible employees may be granted options and/or stockappreciation rights (‘SARs'). Pursuant to a trust deed dated June 14 2018 a trustby the name "IndiaMART Employee Benefit Trust" (‘EBS Trust') has been setup in connection with the implementation of IndiaMART ESBS 2018. The current trustees ofthe ESOP Trust are Mr. Madhup Agrawal Mr. Abhishek Bhartia and Mr. Vikas Aggarwal. TheEBS Trust has been set up to implement equity-based incentive schemes of our Companyincluding the IndiaMART ESBS 2018 whereby the Company will initially issue and allot theEquity Shares to the EBS Trust which will subsequently transfer the Equity Shares to ouremployees when they exercise their stock options or SAR units.

In terms of the IndiaMART ESBS 2018 and resolutions passed by the Board on June 042018 and by Shareholders on June 11 2018 a maximum of 45492 stock options resulting into45492 Equity Shares and 1400000 SAR units resulting into not more than 700000 EquityShares in aggregate may be granted to eligible employees identified in accordance withthe IndiaMART ESBS 2018. The IndiaMART ESBS 2018 is administered and monitored byNomination and Remuneration Committee.

The Nomination and Remuneration Committee granted 800740 SAR units to eligibleemployees at `500/- per unit on October 01 2018.

During the year under review 144356 SARs were vested on October 01 2020. TheNomination and Remuneration Committee opened exercise window from October 01 2020 toDecember 31 2020 wherein vested 144356 SARs were exercised into 130139 Equity Shares ofthe Company. The details of the Employee Stock Options / Stock Appreciation Rights as perRule 12 of the Companies (Share Capital and Debentures) Rules 2014 is attached as‘Annexure – 12' to this Report.

The Schemes are in line with SEBI (Share Based Employee Benefits) Regulations 2014("SBEB Regulations"). A Certificate from Statutory Auditors of the Company thatthe Schemes are implemented in accordance with the SBEB Regulations shall be obtained andthe same would be available at the Annual General Meeting for inspection by members. Theapplicable disclosures as stipulated under SBEB Regulations regarding Employees StockOption Plan of the Company are available on the website of the Company athttps://investor. indiamart.com.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders have been passed by any Regulators or Courts or Tribunals which has beenreceived by the Company which can have impact on the going concern status and theCompany's operation in future.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to betransferred under the provisions of the Act into the Investor Education and ProtectionFund (‘IEPF') of the Government of India.

DISCLOSURE UNDER SECTION 43_A__II_ & SECTION 54_1__D_ OF THE COMPANIES ACT 2013

During the financial year under review the Company has not issued any shares withdifferential voting rights and sweat equity shares and hence no information as requiredunder Section

43(a)(ii) & Section 54(1)(d) of the Act read with applicable rules is required tobe disclosed.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board(‘SS-1') and General Meetings (‘SS-2') specified by the Institute of CompanySecretaries of India (‘ICSI').

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is attached as ‘Annexure – 13' tothis Report.

CERTIFICATIONS

In adherence to the best practices prescribed under the Information Technology(Reasonable Security Practices and Procedures and Sensitive Personal Data or Information)Rules 2011 the Company has undertaken certification under the ISO 27001 standardsthereby establishing compliance with reasonable security practices and procedures.Further various policies and procedures have been instituted including ‘InformationSecurity Policy' and ‘Risk Management Procedure' that are commensurate with theinformation assets being protected with the nature of business.

ACKNOWLEDGEMENT

The Board of the Company take on record their sincere appreciation to the contributionsmade by the employees through their hard work dedication competence support andco-operation towards the success of your Company. Last but not the least your Directorsare also thankful for consistent cooperation and assistance received from itsshareholders investors business associates customers vendors bankers regulatory andgovernment authorities.

On behalf of the Board
For IndiaMART InterMESH Limited
Sd/- Sd/-
Brijesh Kumar Agrawal Dinesh Chandra Agarwal
(Whole Time Director) (Managing Director & CEO)
DIN: 00191760 DIN: 00191800
Place: Noida
Date: April 29 2021

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