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Infibeam Avenues Ltd.

BSE: 539807 Sector: IT
NSE: INFIBEAM ISIN Code: INE483S01020
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OPEN 46.55
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VOLUME 281266
52-Week high 58.45
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P/E 121.76
Mkt Cap.(Rs cr) 6,001
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OPEN 46.55
CLOSE 45.55
VOLUME 281266
52-Week high 58.45
52-Week low 35.25
P/E 121.76
Mkt Cap.(Rs cr) 6,001
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Infibeam Avenues Ltd. (INFIBEAM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 10th Annual Report of the Companytogether with the Audited Financial Statements for the Financial Year ended on March312020.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended on March 312020 is summarisedbelow:

(Rs. in million)

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 5863.58 5446.56 6480.92 11590.68
Other Income 90.30 92.42 124.25 111.28
Total Income 5953.88 5538.98 6605.17 11701.96
Total Expenditure other than Finance Cost Depreciation and Tax 4563.31 4551.11 4948.11 9828.81
Operating Profit / (Loss) before Finance Cost Depreciation Tax and Exceptional item 1390.57 987.87 1657.06 1873.15
Less: Finance Cost 42.19 46.81 43.48 64.50
Less: Depreciation and amortization expenses 749.81 464.17 913.53 822.08
Profit / (Loss) before Tax and Exceptional item 598.57 476.89 700.05 986.57
Add: Exceptional Items - 140.00 82.76 471.81
Profit / (Loss) before Tax 598.57 616.89 782.81 1458.37
Less: Tax 212.56 227.69 212.21 271.47
Profit before share in profit/(Loss) in associate 386.01 389.20 570.60 1186.90
Share of profit / (Loss) of Associate - - 509.90 76.32
Profit for the period 386.01 389.20 1080.50 1263.22
Other comprehensive income/(Expenses) [net of tax]
Items that will not be reclassified to Profit or loss net of tax (1.17) (4.28) (0.73) 1.41
Total comprehensive income/(Expenses) for the period 384.84 384.92 1079.77 1264.63
Add: Balance brought forward from previous year 229.16 (75.79) 1633.30 442.27
Add / (Less): on account of Consolidation Adjustment - - - -
Add / (Less): Share of minority - - (0.84) 6.37
Profit available for appropriation 614.00 309.13 2712.24 1713.27
Transfer to General Reserve - - - -
Transfer to Debenture Redemption Reserve - - - -
Excess Losses pertaining to minority - - - -
Dividend on Equity Shares (65.39) (66.11) (65.39) (66.11)
Tax on Dividend (14.06) (13.86) (14.06) (13.86)
Transition impact on account of adoption of Ind AS 116 "Leases" (0.70) - (0.70) -
Balance carried over to Balance Sheet 533.85 229.16 2632.09 1633.30

Note: The figures for the previous periods have been regrouped / recast wherevernecessary to make them comparable with the figures for the current periods.

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the financial year 2019-20 net revenue from operations on standalone basisincreased to Rs.5863.58 Million as against Rs.5446.56 Million in the previous year - agrowth of 8% mainly due to strong growth in Payments business despite MDR on UPI andRuPay reduced to zero by Govt. from 1st Jan 2020 lockdown in last week of March 2020 onaccount of Covid-19 significantly affecting businesses cancellations and refunds intravel and hospitality industry on account of lockdown and similarly growth in EnterpriseSoftware Platforms business on account of growth in transaction based clients and fewfixed price clients.

EBITDA margin at 23.7% in FY20 from 18.1% in FY19 on account of operating leverageachieved on growing scale which was also reflected in expenses as a percentage to revenuefrom operations decreased to 78% (' 4563.31 Million) as against 84% (' 4551.11 Million)in the previous year. The Company has maintained the Profit for the period is Rs.386.01Million against Rs.389.20 Million in the previous year.

Net revenue from operations on consolidated basis was Rs.6480.92 Million as againstRs.11590.68 Million in the previous year. However excluding divestment of non-corebusinesses in FY19 the Company recorded growth of revenue in FY 2020 up 10% YoY due tostrong engagements across Enterprise Software Platforms businesses (Platforms) and growthin Digital Payments business (Payments) in both domestic and international operations. InPlatforms business also achieved strong double-digit revenue growth compared to previousyear. During the year upgrades and additional requirements by few subscription-basedenterprise clients and increase in volumes on GeM portal (transaction-based client) led tothe growth.

The Profit for the year is Rs.1080.50 Million against Rs.1263.22 Million in theprevious year. However excluding divestment of non-core businesses in FY19 the Company'sEBITDA grew 90% year-over-year in FY20 i.e. Rs.2167 Mn from Rs.1143 Mn in FY19 andProfit after tax grew by 128% i.e. Rs.998 Mn from Rs.438 Mn in FY19. This directlyreflects the Company's discipline in allocating resources to key strategic growth areaswhile optimizing costs and improving efficiency.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2019-20are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules made thereunder applicable Accounting Standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the "Listing Regulations"). The Consolidated Financial Statements havebeen prepared on the basis of audited financial statements of your Company itssubsidiaries (including step down subsidiaries) and associate companies as approved bytheir respective Board of Directors.

The Consolidated Financial Statements together with the Auditors' Report form part ofthis Annual Report.

4. IMPACT OF COVID-19

The Covid-19 pandemic has resulted in nationwide lockdown from the last week of March2020. There were also restrictions of varying extent across larger part of the world dueto the Covid-19 pandemic. This impacted the business operations of the Companysignificantly. Upon receipt of permissions from the authorities the Company resumedoperations with limited staff from last week of April 2020 at Registered office and frommid-May at Delhi and Bengaluru office by adhering to Government Guidelines andsimultaneously taken steps like sanitization social distancing regular fumigation ofoffices mandatory mask wearing thermal check of temperature and maintaining properhygiene for avoiding any infection due to Covid-19.

The Company has implemented safety systems with appropriate training to staff and alsoarranged the facility of stretching and floor exercise for employees to boost theirimmunity. The Company is supporting various Government Initiatives to fight the pandemic.

Regarding impact of Covid-19 on operations of the Company based on evaluation there isno material impact as at March 31 2020 however the Company experienced dip in thebusiness in month of April due to complete lockdown. Although a positive trend has beenobserved in the months of May and June 2020.

Detailed information on the same has been included under the Management Discussion& Analysis report forming part of this Annual Report.

5. DIVIDEND

During the year under review the Company has declared and paid to shareholders aninterim dividend of Rs.0.10 per share of Rs.1/-each fully paid up in the month of October2019. The Board of Directors do not recommend further dividend and the interim dividend bedeemed to be final dividend.

The details of the unclaimed dividends are available on the Company's website atwww.ia.ooo.

According to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) the top500 listed entities based on market capitalization calculated as on 31st March of everyfinancial year are required to formulate a dividend distribution policy which shall bedisclosed in their annual reports and on their websites. Accordingly the Dividend Policyof the Company is provided as Annexure-A.

The Dividend Distribution Policy of the Company can also be accessed on the Company'swebsite i.e. www.ia.ooo.

6. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to general reserve.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

Pursuant to Section 129 (3) of the Companies Act 2013 read with rules framedthereunder pursuant to Regulation 33 of the SEBI Listing Regulations and Ind - AS 110issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the financial statements of its subsidiariesand associates.

A separate statement containing the salient features of the financial performance ofsubsidiaries and associate for the Financial Year 2019-20 in the prescribed form AOC-1 isannexed to the Directors' Report as Annexure - B and forms part of this report. TheAudited Consolidated financial statements together with Auditors' Report forms an integralpart of the Annual Report.

The Policy for determining material subsidiaries is available on the Company websitei.e. www.ia.ooo. The Company does not have a material subsidiary.

In terms of provisions of Section 136 of the Companies Act 2013 separate auditedaccounts of the subsidiary Companies shall be available on website of the Company atwww.ia.ooo. These documents shall also be made available for inspection by any Member ofthe Company at the Registered Office of the Company during business hours between 11.00A.M. to 2.00 P.M. on all working days of the Company (Except Saturday Sundays and Publicholiday) up to the date of the Annual General Meeting.

After the closure of financial year 2019-20 the following changes have taken place insubsidiary / associates:

Your Company has increased its stake in Instant Global Paytech Private Limited theerstwhile Associate Company from 48% to 52.38% accordingly it became a subsidiary of yourCompany with effect from May 06 2020.

Your Company has acquired 100% stake in AI Fintech Inc a Company formed andregistered in USA accordingly it became a Wholly Owned Subsidiary Company w.e.f. April20 2020.

Your Company has acquired 100% stake in Cardpay Technologies Private Limited a Companyincorporated under Companies Act 2013 accordingly it became a Wholly Owned Subsidiary ofyour Company with effect from June 5 2020.

9. PUBLIC DEPOSITS

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 and any other provision of the Companies Act 2013 read withrules made there under.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provision of Section 149 of the Companies Act 2013 Mr. KeyoorMadhusudan Bakshi (DIN: 00133588) and Mr. Roopkishan Sohanlal Dave (DIN: 02800417) werere-appointed as Independent Directors for a second term of five years with effect fromAugust 25 2019 and Ms. Vijaylaxmi Tulsidas Sheth (DIN: 07129801) was re-appointed asIndependent Director for a second term of five years with effect from March 20 2020 bypassing a special resolution at the Annual General Meeting of the Company held on July 302019.

Pursuant to Section 149 152 and other applicable provisions of the Companies Act 2013and the Articles of Association of the Company Mr. Vishwas Patel (DIN: 00934823) isliable to retire by rotation and being eligible offers himself for re-appointment. TheBoard recommends the re-appointment of director for your approval.

Brief details of Directors proposed to be appointed/re-appointed as required underRegulation 36 of the SEBI LODR are provided in the Notice of the Annual General Meeting.

Mr. Malav Mehta (DIN: 01234736) has resigned as Non-Executive Director of the Companywith effect from June 05 2020 due to health reasons. The Board places on record itssincere appreciation for his valuable contribution and efforts towards the growth anddevelopment of the Company during his tenure on the Board of the Company.

The Company has received necessary declaration from all the Independent Directorsconfirming that they meet the criteria of independence as laid down in Section 149(6) ofthe Companies Act 2013 and the Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and they hold highest standards ofintegrity.

The Independent Directors of your Company have registered on the Independent Directors'Databank as per the requirements of Section 149 of the Companies Act 2013 and theapplicable rules thereto. However with respect to the proficiency test the IndependentDirectors have a timeline of one year as per the applicable provisions from the date ofregistration on the Independent Directors' Databank for taking the proficiency test andnone of the Directors have exceeded the said period of one year from the date ofregistration as on the date of this Report.

Mr. Vishal Mehta Managing Director Mr. Hiren Padhya Chief Financial Officer and Mr.Shyamal Trivedi Vice President & Company Secretary are the Key Managerial Personnelof your Company in accordance with the provisions of Sections 2(51) 203 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (including any statutory modification(s) or re-enactment(s) for the time beingin force). During the year there was no change (appointment or cessation) in the officeof KMP.

11. DIRECTOR'S RESPONSIBILITIES STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:

(i) that in preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied themconsistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for the year ended on March 312020;

(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2019-20 09 (nine) Board meetings were held. For details ofthe meetings of the board please refer to the Corporate Governance Report which formspart of this report.

13. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations.

This Policy is available on the website of the Company i.e. www.ia.ooo.

14. BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and individual Directorsincluding Independent Directors.

The annual performance evaluation of the Board its Committees and each Director hasbeen carried out for the financial year 2019-20 in accordance with the framework. Thedetails of evaluation process of the Board its Committees and individual Directorsincluding Independent Directors have been provided under the Corporate Governance Reportwhich forms part of this Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report.

16. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Practicing Company Secretaries onits compliance forms part of this Report as Annexure - C.

17. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulationsdetailing the various initiatives taken by the Company on the environmental social andgovernance forms part of this Report as Annexure - D.

18. CHANGE IN SHARE CAPITAL

During the year under review the Company after obtaining necessary approvals hasallotted: 302750 Equity Shares of Rs.1/- each on October 01 2019 to its eligibleemployees of the Company & its subsidiaries under both the Schemes - Employees StockOption Plan 2013-14 and Employees Stock Option Plan 2014-15. After the issue the EquityShare Capital of the Company stood at Rs.663.69 million.

1025270 Equity Shares of Rs.1/- each on December 20 2019 to its eligible employeesof the Company & its Subsidiaries under both the Schemes - Employees Stock Option Plan2013-14 and Employees Stock Option Plan 2014-15. After the issue the Equity Share Capitalof the Company stood at Rs.664.72 million.

The paid up Equity Share Capital as on March 31 2020 was Rs.664720260 divided into664720260 equity shares of Rs.1/- each.

19. SCHEME OF ARRANGEMENT

In order to improve operational efficiency to simplify the holding structure resultingin reduction of managerial overlaps and to segregate SME E-Commerce Services Undertakingand Themepark & Event Software Undertaking from other Undertakings of the Company theBoard at its meeting held on September 12 2019 after considering the recommendations ofthe Audit Committee approved the Composite Scheme of Arrangement amongst Infibeam AvenuesLimited (Formerly known as Infibeam Incorporation Limited) Suvidhaa Infoserve LimitedDRC Systems India Limited and NSI Infinium Global Limited and their respectiveshareholders and creditors under Section 230 to 232 read with Section 66 and otherapplicable provisions of the Companies Act 2013 and rules made thereunder ('Scheme')subject to necessary approvals of Shareholders Creditors the Registrar of Companies theStock Exchanges Hon'ble National Company Law Tribunal Securities and Exchange Board ofIndia and/or other competent statutory/regulatory authorities and other third partyapprovals as may be applicable. The Company had applied for observation letters onSeptember 12 2019 to BSE Limited and the National Stock Exchange of India Limited interms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Scheme inter-alia provides for:

i. the demerger and vesting of the SME E-Commerce Services Undertaking from InfibeamAvenues Ltd. (Formerly known as Infibeam Incorporation Limited) ('Infibeam' or 'DemergedCompany 1') to Suvidhaa Infoserve Limited ('Suvidhaa' or 'Resulting Company 1') on a goingconcern basis and the consequent issue of shares by Suvidhaa to shareholders of Infibeamin the manner set out in the Scheme and other applicable provisions of Applicable Law;

ii. the demerger and vesting of the E-Commerce Business Undertaking from NSI InfiniumGlobal Limited ('NSI' or 'Demerged Company 2') to Suvidhaa on a going concern basis andthe consequent issue of shares by Suvidhaa to shareholders of NSI in the manner set out inthe Scheme and other applicable provisions of Applicable Law;

iii. the demerger and vesting of the Themepark & Event Software Undertaking fromInfibeam to DRC Systems India Limited ('DRC' or 'Resulting Company 2') on a going concernbasis and the consequent issue of shares by DRC to shareholders of Infibeam in the mannerset out in the Scheme and other applicable provisions of Applicable Law;

iv. various other matters consequentially or integrally connected therewith pursuantto the provisions of Section 230 to 232 read with Section 66 and other applicableprovisions of the Act

The Company has received Observation Letters from the BSE Limited on July 10 2020 andfrom the National Stock Exchange of India Limited on July 13 2020.

The Company has initiated the process with Hon'ble National Company Law TribunalAhmedabad Bench ("NCLT") for sanctioning of the said Scheme on July 312020.

20. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per theprovision of the SEBI Listing Regulations and the Companies Act 2013 are given in theCorporate Governance Report which forms part of this report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy. The brief details of CSR Committee are provided in the CorporateGovernance Report which forms part of this report.

The Annual Report on CSR activities is annexed to this Report as Annexure - E.

The CSR policy is available on your Company's website www.ia.ooo.

22. AUDITORS

I. STATUTORY AUDITORS:

M/s. Shah & Taparia Chartered Accountant (Firm Registration No.-109463W) wereappointed as the Joint Statutory Auditors at the 8th Annual General Meeting of the membersof the Company held on September 29 2018 for a period of five (5) years to hold officetill the conclusion of the 13th Annual General Meeting.

Your Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rule issued thereunder (including any statutory modification (s) orre-enactment(s) for the time being in force) from M/s. Shah & Taparia. CharteredAccountants (Firm Registration No. - 109463W).

Statutory Auditors' Report

During the period under review no incident of frauds was reported by the StatutoryAuditors pursuant to Section 143 (12) of the Companies Act 2013. The Auditors' Report isenclosed with the financial statements in this Annual Report.

II. SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act 2013 and rules made thereunder the Boardhas appointed M/s. SPANJ & Associates Company Secretaries as the Secretarial Auditorto conduct an audit of the secretarial records for the Financial Year 2019-20.

Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. SPANJ & Associates Company Secretaries. The saidReport is attached with this Report as Annexure - F.

There are no remarks/qualification in the Secretarial Audit Report hence noexplanation has been offered.

23. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act 2013 read with the rulesmade there under the extract of Annual Return of the Company in form MGT-9 is enclosed asAnnexure - G to this report.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 31 2020 are set out in Notes to the Standalone Financial Statementsforming part of this report.

25. PARTICULARS OF RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act 2013 all the related partytransactions entered by the Company during the financial year were in the ordinary courseof business and on an arm's length basis in accordance with the provisions of the ActRules made thereunder and SEBI Listing Regulations.

During the year the Company had not entered into any related party transactions whichcould be considered 'material' in terms of Section 188 of the Companies Act 2013 andrules made thereunder and according to the policy of the Company on materiality of RelatedParty Transactions. Accordingly there are no transactions that are required to bereported in form AOC-2. However you may refer to Related Party transactions in Note No.26 of the Standalone Financial Statements.

26. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure -H which forms part of thisreport.

The statement containing particulars of employees as required under Section 197 (12) ofthe Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the Report and the accounts are being sent to the members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company till the date of the ensuing AnnualGeneral Meeting during business hours on working days of the Company. Any shareholderinterested in obtaining a copy of the same may write to the Company.

27. VIGIL MECHANISM

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 and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee. The policy of vigil mechanism is available on the Company'swebsite at www.ia.ooo.

28. INTERNAL FINANCIAL CONTROLS

I nternal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitised and

embedded in the business processes. Assurance on the effectiveness of internalfinancial controls is obtained through management reviews control self-assessmentcontinuous monitoring by functional experts as well as testing of the internal financialcontrol systems by the auditors during the course of their audits. We believe that thesesystems provide reasonable assurance that our internal financial controls are designedeffectively and are operating as intended. Detailed information on the same has beenincluded under the Management Discussion & Analysis report forming part of this AnnualReport.

29. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.

The Company has a Risk Management Policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedby assessing the threats and opportunities that will impact the objectives set for theCompany as a whole. The Policy is designed to provide the categorization of risk intothreat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

30. DETAILS OF EMPLOYEE STOCK OPTION PLANS

During the year 526679 options were granted to eligible employees of the Company interms of Employees Stock Option Plan.

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations 2014("SBEB Regulations"). The Company has received a certificate from the Auditorsof the Company that the Schemes are implemented in accordance with the SBEB Regulations.The certificate would be available at the Annual General Meeting for inspection bymembers. The applicable disclosures as stipulated under SBEB Regulations with regard toEmployees Stock Option Plan of the Company are available on the website of the Company atwww.ia.ooo.

31. DETAILS OF EMPLOYEE SAR SCHEME

The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations 2014("SBEB Regulations"). The Company has received a certificate from the Auditorsof the Company that the Scheme is implemented in accordance with the SBEB Regulations. Thecertificate would be available at the Annual General Meeting for inspection by members.The applicable disclosures as stipulated under SBEB

Regulations with regard to Employees Stock Option Plan of the Company are available onthe website of the Company at www.ia.ooo.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The disclosures to be made under Section 134(3) (m) of the Companies Act 2013 readwith rule 8 (3) of the Companies (Accounts) Rules 2014 by the Company are as under

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy:

The Company strives and makes conscious efforts to reduce its energy consumptionthrough business operations of the Company which are not energy intensive. Some of themeasures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the AirConditioning system.

3. Optimised cooling within data center facility to operate within permissibletemperature range of IT equipments.

4. PACs are deployed in shifts and groups to improve efficiency and life of equipments.

5. Rationalisation of usage of electricity

6. Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the dynamic information technology space. TheCompany has adequate members in Technology development functions and keep updating thechanges in technology.

IT team constantly monitor and optimise usage of proprietary software within company.They optimise cost by replacing proprietary software by open source wherever possible.

iii) Foreign Exchange earnings and outgo

Further during the year under review details of foreign exchange earnings and outgoare as given below:

(Rs. in Million)
Particulars Financial Year 2019-20 Financial Year 2018-19
Earning in Foreign Currencies 488.59 444.59
Expenditure in Foreign Currencies 9.04 17.82

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Policy on Prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under the policy. Nocomplaint has been received by the Company under this Policy during the year 2019-20. TheCompany is committed to provide a safe and conducive work environment to all its employeesand associates.

34. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct. The Code of Conduct of Board ofDirectors is also available on the Company's website www.ia.ooo.

35. CREDIT RATING

Details of Credit Rating are given in the Corporate Governance Report which forms partof this report.

36. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

37. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts that are due to be transferred to Investor Education andProtection Fund by the Company.

The Company has sent adequate communication to the members whose dividends areunclaimed requesting them to provide/update bank details with the RTA/Company so thatdividends paid by the Company are credited to the investors' account on timely basis.

38. OTHER DISCLOSURES

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Meetings of the Board of Directors and General Meetings;

The Audit Committee comprises namely Mr. Keyoor Bakshi (Chairman) Mr. Vishal MehtaMr. Roopkishan Dave and Mr. Piyush Kumar Sinha. During the year under review all therecommendations made by the Audit Committee were accepted by the Board;

The Managing Director of the Company has not received any remuneration or commissionfrom any of Companies' subsidiary;

TV18 Broadcast Limited the Warrant holder did not exercise its right to convertwarrants within 18 months from the date of allotment.

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise;

The Company has not issued any sweat equity shares to its directors or employees.

39. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributions made by allemployees towards the success of your Company more particularly ensuring business as usualin spite of Covid-19 impact.

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors regulators banks financial institutionsrating agencies stock exchanges depositories auditors legal advisors consultants andbusiness associates with whose help cooperation and hard work the Company is able toachieve the results.

The Directors regret the loss of life due to Covid-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Board deeply acknowledges the trust and confidence placed by the customers of theCompany and all its shareholders.

For and on behalf of Board of Directors
Ajit Mehta
Place: Gandhinagar Chairman
Date: September 02 2020 [DIN: 01234707]

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