&e Board of Directors of your Company take pleasure in presenting the Twenty FourthAnnual Report on the business and operations of the Company together with the auditedStandalone & Consolidated Financial Statements and the Auditors Report thereonfor the !nancial year ended March 31 2019.
&e results of operations for the year under review are given below:
1. RESULTS OF OPERATIONS
( Rs. in Million)
|" || |
|" ||FY 2019 ||FY 2018 ||FY 2019 ||FY 2018 |
|1. Net Revenue ||10982.56 ||9154.91 ||11509.32 ||9882.36 |
|2. Other Income ||1111.52 ||970.88 ||1203.13 ||887.87 |
|3. Total Income (1+2) ||12094.08 ||10125.79 ||12712.45 ||10770.23 |
|Expenditure: || || || || |
|a) Network and other charges ||220.58 ||143.19 ||236.36 ||156.61 |
|b) Employees Cost ||4586.39 ||3930.57 ||5099.43 ||4586.44 |
|c) Advertising and Promotion Cost ||1756.93 ||1163.69 ||1768.92 ||1193.01 |
|d) Depreciation/Amortization ||203.80 ||215.49 ||221.41 ||296.33 |
|e) Cost of Material Consumed ||- ||- ||88.27 ||121.56 |
|f) Other Expenditure ||1005.24 ||944.31 ||1188.75 ||1242.79 |
|4. Total expenditure ||7772.94 ||6397.25 ||8603.14 ||7596.74 |
|5. EBITDA(3-4+3d) ||4524.94 ||3944.03 ||4330.72 ||3469.82 |
|6. Finance Cost ||0.84 ||0.84 ||11.13 ||3.42 |
|7. Pro!t before tax and exceptional items (3-4-6) ||4320.30 ||3727.70 ||4098.18 ||3170.07 |
|8. Exceptional Item ||334.08 ||913.37 ||(6165.80) ||(3126.15) |
|9. Net Pro!t before tax (7-8) ||3986.22 ||2814.33 ||10263.98 ||6296.22 |
|10. Tax Expense ||1169.19 ||990.66 ||1242.80 ||844.99 |
|11. Net Pro!t a#er tax (9-10) ||2817.03 ||1823.67 ||9021.18 ||5451.23 |
|12. Share of Pro!t/(Loss) Joint Ventures/Associate ||- ||- ||(3099.16) ||(441.74) |
|13. Share of Minority interest in the losses of Subsidiary Companies ||- ||- ||114.61 ||109.43 |
|14. Other Comprehensive Income (including share of pro!t/(loss) of Joint Venture/Associate-Net of Tax ||(22.28) ||(1.58) ||(30.66) ||12.17 |
|15. Total Comprehensive Income (11+12+13+14) ||2794.75 ||1822.09 ||6005.97 ||5131.09 |
Standalone Financial Statements
&e annual audited Standalone Financial Statements for the year have been preparedin accordance with the Companies (Indian Accounting Standards) Rules 2015 (Ind-AS)prescribed under Section 133 of the Companies Act 2013 and other recognized accountingpractices and policies to the extent applicable. Necessary disclosures as regards to thekey impact areas & other adjustments upon transition to Ind-AS reporting have beenmade under the Notes to Financial Statements.
Your Companys revenue from operations reached "10982.56 million during theyear under review as against "9154.91 million during the previous !nancial year agrowth of around 19.96% year on year. &e total income increased by around 19.44% from"10125.79 million in FY 2018 to "12094.08 million in FY 2019.
&e operating expenses (excluding depreciation) in FY 2019 increased by 22.44% to"7569.14 million as compared to "6181.76 million in FY 2018 mainly on accountof increase in marketing and technology enhancement expenses.
Operating EBITDA for the year recorded an increase of around 14.81% over previousyear and stood at "3413.42 million in comparison with "2973.15 million in FY2018. Pro!t before tax (PBT) from ordinary activities (before exceptional items) is"4320.30 million in FY 2019 as against "3727.70 million in FY 2018.
Your Company continues with its consistent & impressive track record of dividendpayment.
&e Dividend Policy of the Company indicates that the Company strives to maintain adividend pay-out ratio of 15%-40% of standalone pro!ts a'er tax which may be modi!ed inlight of exceptional circumstances a#ecting the !nancials.
In line with its aforesaid Dividend Policy the Board has recommended a Final Dividendof "2.00/- per equity share in its meeting held on May 28 2019 which will be paid onor a'er August 19 2019 subject to approval by the shareholders at the ensuing AnnualGeneral Meeting. &is is in addition to the two Interim Dividends at the rate of"2.50/- per equity share and "1.50/- per equity share declared in the month ofOctober 2018 and in the month of January 2019.
&e total dividend pay-out (excluding Dividend Distribution tax) during the currentyear is "671.34 million as against "668.19 million for the previous year. &eamount of Dividend Distribution Tax paid/provided by the Company for the year is"138.03 million as compared to "136.04 million during the previous !nancialyear.
&e Register of Members and Share Transfer Books of the Company shall remain closedfrom August 7 2019 to August 13 2019 for the purpose of !nal dividend for the !nancialyear ended March 31 2019 and the Annual General Meeting. &e Annual General Meeting isscheduled to be held on August 13 2019.
Transfer to Reserves
&e Company did not transfer any amount to reserves during the year.
During the year under review the Company issued & allotted 350000 equity shares(150000 shares on June 8 2018 & 200000 shares on October 16 2018) at an issueprice of "10 each to Info Edge Employees Stock Option Plan Trust. Pursuant to theabove allotment the issued & paid-up equity share capital of the Company increased to& stood as on March 31 2019 at "1221161590 divided into 122116159 equityshares of "10/- each.
&e fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.
Listing of Shares
&e Companys shares are listed on BSE Ltd. (BSE) & National Stock Exchangeof India Ltd. (NSE) with e#ect from November 21 2006 post its initial public o#ering(IPO). &e annual listing fees for the !nancial year 2019-20 to BSE and NSE has beenpaid.
During the year under review your Company has not invited or accepted any Depositsfrom the public/members pursuant to the provisions of Sections 73 and 76 of the CompaniesAct 2013 read together with the Companies (Acceptance of Deposits) Rules 2014.
2. OPERATIONS REVIEW
&e Company considers its business segments as the primary segments to monitor theirrespective performance on regular basis and therefore the same have been considered asreportable segments under Ind-AS 108 on Segment Reporting. &e reportable segmentsrepresent "Recruitment Solutions" "99acres" and the"Others" segment which comprises Jeevansathi and Shiksha service verticals sincethey individually do not meet the qualifying criteria for reportable segment as per thesaid Accounting Standard. &e !nancial numbers given below for each of the reportablebusiness segments are as per Ind-AS.
&e recruitment solutions business is built around naukri.com and comprises thewww.naukri.com www.quadranglsearch.com www.naukrigulf.com www.!rstnaukri.com and FastForward- Candidate services. Recruitment Solutions which is the Companys corebusiness continued to deliver strong results in terms of growth in revenues and pro!tswith the %agship portal of the Company naukri.com continuing to remain the primary sourceof revenue and cash generation for the Company.
Recruitment Solutions has two major sources of revenue: (i) from recruiters whichaccounts for around 90% of revenues and (ii) from job seekers which relate to all jobseeker advisory services.
During the year under review Recruitment Solutions grew by 17.51% from "6687.52million in FY 2018 to "7858.49 million in FY2019. Operating EBITDA from RecruitmentSolutions in FY 2019 was "4295.34 million.
99acres.com derives its revenues from property listings builders andbrokers branding and visibility through microsites home page links and bannersservicing real estate developers builders and brokers.
With a share of around 50% of tra$c 99acres is the clear leader amongst major playersin the market. While the Company has established leadership in tra$c share the businessenvironment still continues to be di$cult. In fact the Real Estate market remainssluggish and demand for new homes remains weak as also the un!nished projects andinventory overhang continues.
During the year under review real estate business grew by 41.74% from "1354.33million in FY 2018 to "1919.64 million in FY 2019. Operating EBITDA loss from realestate business stood at "221.76 million in FY 2019 largely on account of additionalinvestments in marketing.
Your Company also provides matrimonial and education-based classi!eds and relatedservices through its portals jeevansathi.com and shiksha.com respectively. &ese otherbusiness verticals of the Company have been gaining traction for some time.
While Jeevansathi o#ers a platform for free listing searching and expressing interestfor marriage its revenues are generated from payments to get contact information andcertain value-added services. Jeevansathi has two-pronged strategic focus. On the onehand it is to cover speci!c communities to grow revenues. On the other hand emphasis isbeing laid to convert the community already on the site to increase their use of paidservices. In addition the Company has made a lot of e#ort in creating a world classexperience for users on the mobile platform through its mobile site and app.
Within the online education classi!eds space Shiksha has been strategically positionedas a website which helps students decide undergraduate and post graduate options byproviding useful information on careers exams colleges and courses. &e businessmodel focuses on providing a platform for branding and advertising solution for collegesand universities (UG PG Post PG) where both Indian and foreign entities advertise.Revenues are also generated through lead generation for institutions in terms of potentialstudents or applicants details bought by colleges and their agents.
With revenues from these other verticals increasing by 8.21% their combinedcontribution to the Companys revenue was 10.97% in FY 2019. Jeevansathi.com grew by5.24% & Shiksha.com grew by 13.01%. &e Company would continue to invest more toscale up these businesses.
Detailed analysis of the performance of the Company and its respective businesssegments has been presented in the section on Management Discussion and Analysis Reportforming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
&e Consolidated Financial Statements have been prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 (Ind AS) prescribed under Section 133of the Companies Act 2013 and other recognized accounting practices and policies to theextent applicable.
&e Consolidated Financial Statements have been prepared on the basis of the audited!nancial statements of the Company its subsidiaries and associate/jointly controlledcompanies as approved by their respective Board of Directors. However for the purpose ofconsolidation of !nancial statements of the Company as regards the investment in VCareTechnologies Pvt. Ltd. and Etechaces Marketing & Consulting Pvt. Ltd. unaudited!nancial statements have been considered.
Your Company on a consolidated basis achieved net revenue of "11509.32 millionduring the year under review as against "9882.36 million during the previous!nancial year a growth of 16.46% year on year. &e total consolidated income for theyear is "12712.45 million as compared to "10770.23 million in FY 2018.
Operating EBITDA for the year stood at "3127.59 million in comparison with"2581.95 million in FY 2018. Total Comprehensive Income in FY 2019 is reported tobe "6005.97 million in comparison to "5131.09 million in FY 2018.
Details of Subsidiaries/Joint Venture (Associate) Companies
As on March 31 2019 the Company has 11 subsidiaries. During the year the Board ofDirectors of your Company reviewed the a#airs of the subsidiaries. A statement containingthe salient features of the !nancial statements of our subsidiaries/joint venturecompanies in the prescribed format AOC-I is given as Annexure-I to this report. &estatement also provides the details of performance and !nancial positions of each of thesubsidiaries/joint ventures (Associates) and their contribution to the overall performanceof the Company.
&e developments in the operations/performance of each of the subsidiaries &joint ventures (Associates) entities included in the Consolidated Financial Statements arepresented below:
During the year under review the company also advanced an inter-corporate loan for anamount of 78 million to Applect Learning Systems Pvt. Ltd. which remains outstanding atthe end of the said financial year.
Also SIHL made certain inter-corporate loans to one or more associate/jointlycontrolled entities which were settled during the year and there were no amountoutstanding as on the date of this report.
SIHL during the year under review issued & allotted 13182214 0.0001%Compulsorily Convertible Debentures (CCDs) of 100/- each to the Company for about 1318.22million. This money was used for making the aforesaid investments through SIHL and tosettle outstanding payable to Company including conversion of loan of 400 million advancedby the Company during the year. It also issued & allotted 0.0001%- 1140442 CCDs toSmartweb Internet Services Ltd. (SMISL) fellow subsidiary of SIHL for about 114.04million to settle the payables to SMISL.
SIHL also subscribed to 25000 0.0001% -Compulsory Convertible Debentures of 100/-each of NewInc a fellow subsidiary of SIHL.
During the year under review SIHL recorded diminution in the value of its investmentheld in Canvera Digital Technologies Pvt. Ltd. and transferred its entire holding thereinto Printo Document Services Pvt. Ltd. for a nominal consideration of 0.70 million.
It had the total loss of 565.63 million in FY 2019 as compared to loss of 724.32million in FY 2018.
2. Diphda Internet Services Ltd. (Diphda) is a wholly owned subsidiary ofthe Company as on March 31 2019. During the current financial year the Company investeda sum of 3446.32 million (approx. USD 50 million) through Diphda and a further sum of689.54 million (approx. USD 10 million) through another wholly owned subsidiary StartupInvestments (Holding) Ltd. in Etechaces Marketing & Consulting Pvt. Ltd.("Etechaces"). Upon completion of this transaction the Company acquired about6.25% additional stake in Etechaces on fully converted and diluted basis.
Diphda had nil revenue and total income during the period of first year of itsoperations.
3. Makesense Technologies Ltd. (MTL) had no revenue from operations duringthe year. The total income of MTL from other sources is 2.85 million in FY 2019 ascompared to 0.79 million in FY 2018.
During the year under review MTL issued and allotted 108311 & 108289 equityshares of 10/- each to the Company and to MacRitchie Investments Pte. Ltd. respectively atan issue price of 8805/- per equity share for an aggregate consideration of 1907.16million. MTL also acquired an additional 3.50% stake in Etechaces Marketing &Consulting Pvt. Ltd. from PI Opportunities Fund-I ("PIOF") for an aggregateconsideration of 1905.18 million.
The Company owns 50.01% of MTL while MTL holds about 19.65% in Etechaces.
4. Naukri Internet Services Ltd. (NISL) had NIL revenue during the year ascompared to 0.08 million during the previous financial year. The total profit of NISL is109.62 million in FY 2019 as compared to loss of 89.37 million in FY 2018.
NISL during the year under review approved reduction of its issued subscribed andpaid-up 0.0001% Cumulative Redeemable Preference Shares (CRPS) capital from3432400000 divided into 34324000 fully paid-up CRPS of 100 each held by theCompany to 32400000 divided into 324000 fully paid-up CRPS of 100/- each bycancelling and extinguishing in aggregate 3400000000 divided into 34000000 CRPSof 100/- each.
The application presented under section 66 of the Companies Act 2013 is pendingbefore National Company Law Tribunal (NCLT) at New Delhi Bench for confirming thereduction as aforesaid.
provides brokerage services in the real estate sector in India. During the year underreview it achieved net revenue of "4.17 million as against "4.20 million duringthe previous !nancial year.
&e total income is "6.37 million in FY 2019 as compared to "5.38 millionin FY 2018.
During the year under review ACD acquired 2996026 0.01% Series B CompulsorilyConvertible Preference Shares having face value of "10/- each of Ideaclicks InfolabsPvt Ltd. It also raised funds by issuing Compulsory Convertible Debentures to the Companyfor an aggregate consideration of about "30 million.
a wholly-owned subsidiary of ACD issued & allotted 25000 0.0001% CCDs of"100/- each aggregating to "2500000 to Startup Investments (Holding) Ltd.(SIHL) a fellow subsidiary of NewInc. During the year under review the total income ofthe company is "0.03 million as compared to "0.02 million in FY 2018.
is the owner of a proprietary so'ware which enables a high-quality virtual video/3Dimage of a proposed or existing real estate development to be viewed online by customers.
During the year under review the Company invested "100000 in Interactive VisualSolutions Pvt. Ltd. through 0.0001% Compulsory Convertible Debentures of "100/- each.&e total income of the company stood at "0.14 million as compared to "0.01million in FY 2018.
___ +FFWBOTBUIJ_*OUFSOFU_4FSWJDFT_1WU__-UE__ +*41-
_owns & holds the domain names & related trademarks of the Company. Duringthe year under review it had net revenue of "0.1 million similar to "0.1million revenue during the previous !nancial year. &e total income stood at "0.17million in FY 2019 as against "0.11 million in FY 2018.
_is a company incorporated for the purpose of carrying on the business of providingall kinds of internet services. During the year under review it subscribed to 11404420.0001%- Compulsorily Convertible Debentures of "100/- each of SIHL for an aggregateconsideration of about "114.04 million settling the entire amount receivable by itfrom SIHL.
It had the total income of "0.66 million in FY 2019 as compared to "3.06million in FY 2018.
is a wholly owned subsidiary of the Company incorporated for the purpose of providingall kinds and types of internet services. It had the total income of "0.31 million inFY 2019 as compared to "0.09 million in FY 2018.
Your Company has following continuing external strategic investments.
All holding percentages in the investee companies given below are computed on fullyconverted and diluted basis. &e percentage holdings are held directly or indirectlythrough its subsidiaries. It may be noted that the actual economic interest in theseinvestee companies may or may not result into equivalent percentage shareholding onaccount of the terms of the agreements with them.
Zomato Media Pvt. Ltd. (Zomato)
Zomato Media Pvt. Ltd. owns & operates the website www.zomato.com. It generatesrevenue from advertisements of restaurants and lead sales. &e aggregate investment ofthe Company in Zomato is about "1522 million.
Zomato achieved on consolidated basis net sales of "13125.86 million during thecurrent !nancial year as against "4663.63 million during the previous !nancial year.&e total income increased by 188% from "4850.94 million in FY 2018 to"13970.06 million in FY 2019.
Applect Learning Systems Pvt. Ltd. (Meritnation/Applect)
Applect owns & operates a website with the name www.meritnation.com which isdelivering kindergarten to Class 12 (K-12) study material. &e company has anexperienced team that specializes in content development and assessment modules in theeducation space. During the year SIHL extended loan of "78 million to Applect. YourCompany has invested an aggregate amount of "1379 million (net of diminution) inApplect and the Company holds around 65.67% stake on fully diluted & converted basisin Applect.
During the year under review it achieved net sales of "347.66 million as against"308.36 million during the previous !nancial year. &e total income increased by6.94% from "328.23 million in FY 2018 to "351.02 million in FY 2019.
Applect falls in the category of a subsidiary company of the Company.
Etechaces Marketing & Consulting Pvt. Ltd. (Etechaces/Policybazaar)
Etechaces operates through website www.policybazaar.com which helps customersunderstand their need for insurance and other !nancial products to select products/schemesthat best suit their requirements.
During the year under review Company through its subsidiary Makesense TechnologiesLtd ("MTL") along with MacRitchie Investments Pte. Ltd.(a wholly-ownedsubsidiary of Temasek) invested about "1905.18 million in Policybazaar for 3.50%stake by purchasing the shares held by PI Opportunities Fund I.
&e aggregate investment of the Company held indirectly through itsSubsidiaries/Joint ventures in Policy Bazaar as on the date of this report is 24.10 %.However since 49.99% of Makesense Technologies Ltd. (holding 19.65% in Policy Bazaar) isheld by Temasek Companys relevant economic interest in Etechaces is 15.85%.
Etechaces also received investment for an amount of "4135.86 million from Diphdaand SIHL as mentioned earlier herein.
Kinobeo Software Pvt. Ltd.(Kinobeo/Mydala)
Kinobeo operates through a website namely www.mydala.com that o#ers discounts anddeals with a focus on the mobile application space. Revenues are generated from merchantcommissions and fees from telecom Operators.
Your Company has invested an aggregate amount of "270 million in www.mydala.comfor a 42.18% stake however the Company has during the previous year made provision forimpairment of full amount.
Canvera Digital Technologies Pvt. Ltd. (Canvera)
&e website www.canvera.com is owned & operated by this company. &e websiteis operational since 2008 and o#ers solutions to professional photographers. Revenues aregenerated primarily from sale of printed photo books.
During the year under review your Company received diminution in value of investmentand transferred its entire holding held through its wholly owned subsidiary SIHL inCanvera to Printo Document Services Pvt. Ltd. for a consideration of "0.70 million.
Printo Document Services Pvt. Ltd. (Printo)
Printo is a retail chain which provides personal and business print and corporatemerchandise in India. &e company provides business cards business stationary IDCards and accessories %yers/lea%ets posters standees brochures signage stickerscalendars and diaries gi' products personalized greeting cards photo books T-shirtsand apparel and marketing collaterals. It sells products online at www.printo.in andthrough its retail stores in 6 states.
During the year under review the Company through its wholly owned subsidiary SIHLinvested an amount of about "200 million in Printo for a stake of 25.08% on a fullyconverted and diluted basis. Futher as mentioned above the Company transferred its entireShareholding in Canvera to Printo.
Happily Unmarried Marketing Pvt. Ltd. (HUM)
&e business of HUM generates revenues from design and sale of fun creative productsas also a mens grooming range ("Ustra") and has a large addressablemarket.
Your Company has invested "263 million in HUM and holds through its wholly ownedsubsidiary SIHL stake of 41.14% on a fully converted and diluted basis.
Mint Bird Technologies Pvt. Ltd. (Vacation Labs)
Vacation Labs is developing a so'ware tool for tour & activity operators whichapart from automating the online reservations & payments system also provides entireback o$ce operations.
&e Company has invested an amount of "60 million in www.vacationlabs.com for26.10% stake. During the year the Company has made provision for impairment of fullamount.
Green Leaves Consumer Services Pvt. Ltd. (Bigstylist)
Bigstylist is an on-demand marketplace for beauty professionals which gives access tothe network of certi!ed beauty professionals in ones neighborhood.
&e Company through its wholly owned subsidiary SIHL has invested "174million in Bigstylist for 49.56% stake however during the previous year the Company hasmade provision for impairment of full amount.
Rare Media Company Pvt. Ltd. (Blue Dolphin)
&e service is delivered by means of the Blue Dolphin application whichis pre-installed on smartphones running the Android Operating System and the Blue DolphinPortal which is an access-controlled web portal. It is a service o#ering Secure locationtracking and work%ow management of mobile employees.
&e Company during the year under review through its wholly owned subsidiary SIHLinvested "34.27 million in Blue Dolphin. &e Company as on the date of this reportholds 43.86 % on a fully converted and diluted basis. However during the year underreview the Company has made provision for impairment of full amount.
Your Company also acquired Technology and Source Code of transfer of propertyveri!cation app from Blue Dolphin used by the Company in connection with 99acres for aconsideration of "15.70 million (excluding GST) during the year under review.
VCare Technologies Pvt. Ltd. (Dirolabs)
Vcare Technologies Pvt. Ltd. (Dirolabs) is a phonebook management company with featureslike allowing users to create a group phone books which can be shared with friends andfamily creation of private phone books where only key members on the group will haverights to edit removing duplicate accounts.
&e Company has invested an aggregate amount of "40 million for 15.0% stake.
Unnati Online Pvt. Ltd. (Unnati)
Unnati Online Pvt. Ltd. is an internet company which runs a website by the name ofwww.unnatihelpers.com and is in the business of providing a technology enabled employmentexchange for enabling hiring of informal sector workers through its web portal. &eCompany has invested an aggregate amount of "40 million in www. unnatihelpers.com for31.64 % stake.
During the year under review your Company acquired the technology on Job BroadcastProduct "Unnati Recruiter" from Unnati for a consideration of "20 million(excluding GST).
Ideaclicks Infolabs Pvt. Ltd. (Zippserv)
Zippserv is an online platform which provides risk assessment for safeguarding realestate investments including legal & civil engineering due-diligence fraud &forgery detection and technology to ascertain encroachments & city planningviolations.
During the year under review the Company has through its wholly owned subsidiaryinvested "29.96 million in www.zippserv.com.&e Company has invested aggregateamount "54 million for a stake of 45.31 % on a fully converted and diluted basis.
Wishbook Infoservices Pvt. Ltd. (Wishbook)
Wishbook runs a business which o#ers "Wishbook catalog App" allowing catalogdistribution from manufacturers to distributors to wholesalers to retailers and allowingthe salesperson to show catalogs & take orders.
&e Company has through its wholly-owned subsidiary invested about "10 millionduring the year under review. &e Company holds 31.63 % stake in Wishbook on fullyconverted and diluted basis.
Nopaperforms Solutions Pvt. Ltd. (Nopaperforms)
Nopaperforms runs a business of providing a SaaS platform (via website namelywww.nopaperforms.com) which has a suite of so'ware products including lead managementsystem application management system campaign management etc. &e site aims to createIP out of providing an end-to-end solution to institutions and individuals as the casemay be for managing their leads and work%ows.
&e Company through its wholly owned subsidiary invested "280 million duringthe year under review.&e Company has invested aggregate amount of "337 millionfor a stake of 48.10% on fully converted and diluted basis.
International Educational Gateway Pvt. ltd. (Univariety)
Univariety is engaged in an educational business of providing products and services andcounselling to students schools colleges and educators. &ese enable students andparents take better informed decisions on higher education and related products andservices. &e products and services are provided through physical connects an onlineportal named as www.univariety.com and through third party portals of partner entities.
&e Company through its wholly owned subsidiary invested about "125 million fora stake of 31.39% on fully converted and diluted basis.
Agstack Technologies Pvt. Ltd. (Gramophone)
Gramophone is a technology enabled marketplace (operated through a websitewww.gramophone.in and its app Gramophone) for enabling e$cient farmmanagement. Farmers can buy quality agricultural input products like seeds cropprotection nutrition and equipment directly from its m-commerce platform.
&e Company through its wholly owned subsidiary invested about "64 million fora stake of 27.78% on fully converted and diluted basis.
Bizcrum Infotech Private Ltd. (ShoeKonnect)
ShoeKonnect is a B2B marketplace ("ShoeKonnect" mobile appwww.shoekonnect.com website) that enables footwear brands manufacturers wholesalers andretailers to connect communicate & transact with each other for conducting andexpanding their business. &e platform facilitates catalogue/inventory uploading orderplacement order receipt delivery scheduling and payment management amongstmanufacturers wholesalers manufacturers and retailers.
During the year under review the Company through its wholly owned subsidiary hasinvested "60 million in ShoeKonnect for a stake of 28.94% on a fully converted anddiluted basis.
Medcords Healthcare Solutions Pvt. Ltd. (Medcords)
Medcords (operated through a website www.medcords.com and its app Medcords)is a cloud- based ML powered ecosystem that connects and enables various stakeholders ofthe healthcare ecosystem. &e ecosystem facilitates among other things remoteconsultations and follow-up consultations with doctors and intelligent digitization ofusers medical records and on-demand availability of such records. &e ventureaims to create IP out of medical data and advanced analytics to create e$cient healthcaredecision systems for doctors hospitals government etc. &ey currently have a web-appfor doctors and android apps for pharmacies and patients.
During the year under review the Company through its wholly owned subsidiary investedan amount of "26 million in Medcords for a stake of 11.37% on a fully converted anddiluted basis.
Shop Kirana E Trading Pvt. Ltd. (Shopkirana)
Shopkirana is engaged in the business of developing a B2B e-Commerce platform forordering delivery payments and related products/services among various stakeholders ingrocery/FMCG supply chain. Shopkirana helps retailers with simple and e$cientM-distribution platform by ensuring the most competitive prices quick delivery and singlesourcing channel for retailers while brands have visibility and direct connect toretailers for promotions or product launch.
During the year under review the Company through its wholly owned subsidiary invested(via mix of primary and secondary purchase) about "134 million in Shopkirana for astake of 15.49% on a fully converted and diluted basis.
Highorbit Careers Pvt. Ltd. (iimjobs.com)
&e Board of Directors of the Company at its meeting held on May 27 2019 hadapproved the acquisition of 100% of the Share Capital on a fully converted and dilutedbasis of Highorbit Careers Pvt. Ltd for an aggregate consideration of about "808.25million.
Highorbit Careers Pvt. Ltd is engaged in the business of providing online classi!edsdatabase digital platform and recruitment solutions in the recruitment and employabilityvertical to small medium and large enterprises and the job seekers across di#erentverticals particularly Management and Technology verticals.
Post the acquisition is complete iimjobs would become wholly owned subsidiary of theCompany.
&e aforesaid Investee Company (ies) achieved an aggregate revenue of"20122.98 million as against "8958.99 million during the previous !nancialyear. &e aggregate operating EBITDA level loss was "26399.61million as comparedto "1622.99 million during the previous !nancial year.
&e above companies are treated as "Associate Companies/Joint Venture"except where mentioned speci!cally in our Consolidated Financial Statements as per theAccounting Standards issued by the Institute of Chartered Accountants of India and noti!edby the Ministry of Corporate A#airs.
Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany the Consolidated Financial Statements along with all relevant documents and theAuditors Report thereon form part of this Annual Report. Further the audited!nancial statements of each of the subsidiaries alongwith relevant Directors Reportand Auditors Report thereon are available on our website www.infoedge.in. &esedocuments will also be available for inspection during business hours at our registeredo$ce.
Particulars of Loans Guarantees or Investments
During the FY 2019 your Company invested (including inter-corporate deposit) directlyor indirectly about "2757.68 million into the aforesaid Investee companies.
Particulars of Contracts or Arrangements with Related Parties
As per the provisions of the Act and the Listing Regulations your Company hasformulated a Policy on Related Party Transactions which is also available onCompanys website at http://infoedge.in/pdfs/Related-Party-Transaction-Policy.pdf.
&e Policy intends to ensure that proper reporting approval and disclosureprocesses are in place for all transactions between the Company and Related Parties.
&is Policy speci!cally deals with the review and approval of Material Related Partytransactions keeping in mind the potential or actual con%icts of interest that may arisebecause of entering into these transactions. All Related Party Transactions are placedbefore the Audit Committee for review and approval. Prior omnibus approval is alsoobtained for related party transactions on an annual basis for transactions which are ofrepetitive nature and/ or entered in the ordinary course of business and at armslength basis. &e Company has not entered into any material related party transactionsi.e. transactions exceeding 10% of the annual consolidated turnover as per the lastaudited !nancial statements.
&e particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed Form AOC-2 are given in Annexure II.
Material Changes and Commitments
&ere have been no material changes a#ecting the !nancial position of the Companywhich have occurred between the end of the !nancial year of the Company and the date ofthe Report.
As required under section 134(3) of the Act the Board of Directors informs the membersthat during the !nancial year there have been no material changes except as disclosedelsewhere in report:
&e online classi!ed industry has seen a rapid growth in the light of newcategories/o#erings evolving business models entry of multiple players and changingconsumer behavior. &e digital economy in India is on an accelerated growth trajectoryand it has shown an enormous growth in the last couple of years and is projected to growover USD1.2 billion by 2020. As the digital economy continues to expand Info Edge !ndsitself well positioned to leverage many of the opportunities arising out of a moredigitally connected Indian economy. Info Edge has the capability to do so because of itsdeep knowledge base of and on-ground experience with its customers and due to extensiveinvestment made by it in technology and the best-in-class tech-savy people. Your Companywill continue to leverage its leading positions across its business segments.
Info Edge continues to lay emphasis on promoting innovation and makes investments inbranding people product development and processes to maintain its leadership positionand defend markets. Many global companies are actively pursuing the Indian market and theyhave experience of building large global communities which can be translated into e#ectivemodels in online recruitment space. &e Company is proactively gearing itself to meetany such future challenge.
Naukri.com has established clear leadership position in India which position itself isthe key to its success and growth. &e Company continues to make investments intoproduct innovation engineering brand support sales network servicing back o$ce andhiring superior talent. 99acres.com has achieved its leadership position through continuedinvestments in product aesthetics data quality and marketing which has ensured qualityand innovation driving customer retention and growth. &e Sectoral uncertainty thatarose with the introduction of demonetization GST and RERA is gradually abating. Withgradual recovery in the real estate segment future holds good promise of high growth andvalue creation. Info edge remains committed to this market and will continue to investmore in this business.
Jeevansathi.com is expected to continue on their gradual growth path with investmentsbeing made on brand development. Shiksha.com is still a small business but is gainingtraction and becoming pro!table.
Overall the Company expects the economic conditions to improve in FY2020 and is wellpositioned to leverage market opportunities and grow. It will continue to exploreopportunities to make strategic investments in investee companies while maintaining a warchest of cash in its reserves to preserve and protect existing brands under control.
3. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its a#airs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an Organizations corporate governance philosophy is directly linked to highperformance. &e Company understands and respects its !duciary role and responsibilitytowards its stakeholders and society at large and strives to serve their interestsresulting in creation of value for all its stakeholders.
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on "Corporate Governance" with a detailedcompliance report on corporate governance and a certi!cate from M/s.Chandrasekaran &Associates Company Secretaries Secretarial Auditors of the Company regarding complianceof the conditions of Corporate Governance forms part of this Annual Report. &e reporton Corporate Governance also contains certain disclosures required under the CompaniesAct 2013.
Management Discussion & Analysis
&e Management Discussion & Analysis Report for the year under review asstipulated under Listing Regulations with the Stock Exchanges in India is presented in aseparate section forming part of this Annual Report.
Number of Meetings of the Board of Directors
&e Board of Directors of the Company met 8 (eight) times during the year underreview. In addition to this 2 (two) meetings of Independent Directors were also held.&e details of the meetings of the Board including that of its Committees andIndependent Directors meeting(s) are given in the Report on Corporate Governancesection forming part of this Annual Report.
Composition of Audit Committee
During the year all recommendations of Audit Committee were accepted by the Board.
&e details of the composition powers functions meetings of the Committee heldduring the year are given in the Report on Corporate Governance section forming part ofthis Annual Report.
ESOP-2015:& is is a new Scheme introduced by the Company to provideequity-based incentives to Employees of the Company i.e. the Options granted under theScheme may be in the form of ESOPs / SARs / other Share-based form of incentives. &eCompany shall issue a maximum of 40 lac Options exercisable into equity shares of theCompany. &e scheme is currently used by the Company to make fresh ESOP/SAR grants.
&e applicable Disclosures as stipulated under the SEBI Guidelines as on March 312019 with regard to the Employees Stock Option Scheme (ESOS) are annexed with thisreport as Annexure VIII.
A certi!cate from M/s. S.R. Batliboi & Associates LLP Chartered Accountants (FirmRegistration Number: 101049W/E300004) with regards to the implementation of theCompanys Employee Stock Option Scheme in line with SEBI (Share Based EmployeesBene!ts) Regulations 2014 would be placed in the ensuing Annual General Meeting.
&e shares to which Companys ESOP Schemes relates are held by the Trustees onbehalf of Info Edge Employees Stock Option Plan Trust. &e individual employees do nothave any claim against the shares held by said ESOP Trust unless they are transferred totheir respective de-mat accounts upon exercise of options vested in them. &us thereare no shares in which employees hold bene!cial ownership however the voting rights inrespect of which are exercised by someone other than such employees. &e ESOP trust didnot vote on any resolution moved at the previous annual general meeting.
7. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act2013 the Board of Directors con!rms that:
a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; b) thedirectors have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of a#airs of the Company as at March 31 2019 and of the pro!t of theCompany for that year; c) the Directors have taken proper and su$cient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the Directors have prepared the annual accounts on a goingconcern basis; e) the Directors have laid down internal !nancial controls to be followedby the Company and that such !nancial controls are adequate and were operating e#ectively;f) the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating e#ectively; g) theCompany has complied with the revised Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;h) the Company has complied with the provisions relating to the constitution of InternalCommittee under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Companys organizational culture upholds professionalism integrity andcontinuous improvement across all functions as well as e$cient utilization of theCompanys resources for sustainable and pro!table growth.
Your Directors acknowledge with gratitude and wishes to place on record itsappreciation for the dedication and commitment of your Companys employees at alllevels which has continued to be our major strength. Your Directors also thank theshareholders investors customers visitors to our websites business partners bankersand other stakeholders for their con!dence in the Company and its management and lookforward for their continuous support.