The Board of Directors of your Company take pleasure in presenting the Twenty Sixth(26th) Annual Report on the business and operations of Info Edge (India) Limited (theCompany) together with the Audited Standalone & Consolidated Financial Statements andthe Auditors Report thereon for the financial year ended March 31 2021.
Results of Operations
The results of operations for the year under review are given below:
(` in Million)
|! || |
|! Particulars ||FY 2021 ||FY 2020 ||FY 2021 ||FY 2020 |
|1. Net Revenue ||10985.97 ||12726.95 ||11201.22 ||13119.30 |
|2. Other Income ||1187.71 ||876.18 ||1493.96 ||1044.65 |
|3. Total Income (1+2) ||12173.68 ||13603.13 ||12695.18 ||14163.95 |
|Expenditure: || || || || |
|a) Network and other charges ||252.23 ||234.03 ||284.87 ||271.90 |
|b) Employees Cost ||5489.92 ||5395.72 ||5673.54 ||5845.95 |
|c) Advertising and Promotion Cost ||1817.15 ||2044.21 ||1826.06 ||2062.87 |
|d) Depreciation/Amortization ||436.36 ||413.78 ||499.14 ||477.41 |
|e) Cost of Material Consumed ||- ||- ||- ||21.05 |
|f) Administration & other Expenditure ||651.71 ||1025.68 ||683.07 ||1191.30 |
|4. Total expenditure ||8647.37 ||9113.42 ||8966.28 ||9870.48 |
|5. EBITDA(3-4+3d) ||3962.67 ||4903.49 ||4228.04 ||4770.88 |
|6. Finance Cost ||56.98 ||66.89 ||58.23 ||81.97 |
|7. Profit before tax and exceptional items (3-4-6) ||3469.33 ||4422.82 ||3670.67 ||4211.50 |
|8. Exceptional Item ||32.24 ||1232.95 ||(14341.16) ||(1821.06) |
|9. Net Profit before tax (7-8) ||3437.09 ||3189.87 ||18011.83 ||6032.56 |
|10. Tax Expense ||727.71 ||1133.22 ||1805.06 ||1199.86 |
|11. Net Profit after tax (9-10) ||2709.38 ||2056.65 ||16206.77 ||4832.70 |
|12. Share of Profit/(Loss) Joint Ventures/Associate ||- ||- ||(2118.73) ||(7290.18) |
|13. Share of Minority interest in the (profit)/ loss of Subsidiary Companies ||- ||- ||(17.23) ||81.25 |
|14. Other Comprehensive Income (including share of profit/(loss) of Joint Ventures/Associate-Net of Tax ||74.00 ||(48.54) ||50.06 ||(29.11) |
|15. Total Comprehensive Income (11+12+13+14) ||2783.38 ||2008.11 ||14120.87 ||(2405.34) |
1. Financial Review
STANDALONE FINANCIAL STATEMENTS
The annual Audited Standalone Financial Statements for the financial year ended March31 2021 have been prepared in accordance with the Companies (Indian Accounting Standards)Rules 2015 (Ind-AS) prescribed under Section 133 of the Companies Act 2013 (the Act) andother recognized accounting practices and policies to the extent applicable.
Your Company derives its revenue from recruitment real estate matrimonial andeducation classifieds and related services and other income.
The outbreak of Coronavirus (COVID-19) pandemic globally is causing a slowdown ofeconomic activity. In many countries businesses are being forced to cease or limit theiroperations for long or indefinite period. Measures taken to contain the spread of thevirus including travel bans quarantines social distancing and closures of non-essentialservices have triggered disruptions to businesses worldwide resulting in an economicslowdown and uncertainties pertaining to future operations.
Under these future uncertainties because of the pandemic the Revenue from operationsfor FY 2021 was down by 13.68% to `10985.97 million from `12726.95 million for the FY2020 on account of COVID-19 induced economic slowdown during the year on our businesses.
The total income of the Company stood at `12173.68 million down by 10.51% for FY 2021from `13603.13 million for FY 2020.The other income of the Company contributed `1187.71million to the total income for FY 2021.
The total expenses for the year stood at `8704.35 million down by 5.18% for the FY2021 from `9180.31 million for the FY 2020.
During the year under review there was a exceptional loss item of `32.24 million onaccount of provision for diminution in the carrying value of investments in StartupInvestments (Holding) Limited.
Operating EBITDA for the year was down by 31.10% over previous year and stood at`2774.96 million in comparison with `4027.31 million in FY 2020. Profit before tax (PBT)from ordinary activities (before exceptional items) is `3469.33 million in FY 2021 asagainst `4422.82 million in FY 2020.
Your Company has been maintaining a consistent & impressive track record ofdividend payments for past many years in line with its approved dividend policy. For theyear under review the Board of Directors of the Company declared an Interim Dividend asper following details:
|Type of Dividend ||Date of Declaration ||Record Date ||Rate of Dividend per share (face value `10 per share) ||% ||Total Payout (` Mn) |
|Interim Dividend ||June 11 2021 ||June 22 2021 ||`8/- ||80 ||1030.27 |
Pursuant to the amendments introduced in the Income-tax Act 1961 vide Finance Act2020 w.e.f. April 1 2020 Dividend Distribution Tax (DDT) which used to be payable bythe Company has been abolished and instead the concerned shareholder is liable to paytax on his dividend income. The Company is thus required to comply with the provisionsrelating to tax deduction at source (TDS) under the Income-tax Act 1961 in respect ofdividend paid by it on or after such date. Accordingly the Company has deducted tax asapplicable on interim dividend declared by the Board of Directors as aforesaid and paidthe net dividend to the shareholder.
The Register of Members and Share Transfer Books of the Company shall remain closedfrom August 21 2021 to August 27 2021 for the purpose of the Annual General Meeting. TheAnnual General Meeting is scheduled to be held on August 27 2021.
TRANSFER TO RESERVES
The Company did not transfer any amount to reserves during the year.
During the year under review the Company issued and allotted 6067961 Equity Sharesat a price of `3090/- per Equity Share including a premium of `3080/- per Equity Shareaggregating to about `18750 million pursuant to a Qualified Institutional Placement onAugust 8 2020.
In addition the Company issued & allotted 200000 Equity Shares on February 262021 at an issue price of `10 each to Info Edge Employees Stock Option Plan Trust.Pursuant to the above allotments the issued & paid-up Equity Share Capital of theCompany increased to & stood as on March 31 2021 at `1287841200/- divided into128784120 equity shares of `10/- each.
The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.
The Company has not issued shares with differential voting rights or sweat equityshares during the financial year 2020-21.
LISTING OF SHARES
The Companys shares are listed on BSE Ltd. (BSE) & National Stock Exchange ofIndia Ltd. (NSE) with effect from November 21 2006 post its initial public offering(IPO). The annual listing fees for the FY 2021 to BSE and NSE has been paid.
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 Act readtogether with the Companies (Acceptance of Deposits) Rules 2014.
2. Operations Review
The Company is primarily in the business of operating multiple internet based servicesthrough its various web portals and mobile applications. It currently operates in fourservice verticals - in recruitment solutions through its brands naukri.com iimjobs.comhirist.com ambitionbox.com bigshyft.com jobhai.com; in real estate services through itsbrand 99acres.com; in matrimonial services through its brand jeevansaathi.com and ineducation services through its brand shiksha.com. The Board of Directors of the Companyexamines the Companys performance both from a business & geographicalperspective and has accordingly identified its business segments as the primary segmentsto monitor their respective performance on regular basis and therefore the same have beenconsidered as reportable segments under Ind-AS 108 on Segment Reporting. The reportablesegments represent "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.
The Companys flagship brand in the recruitment solutions space is naukri.com. Itoffers job posting and database search services to companies and recruitment consultantsand job searching applying and candidate profiling services to jobseekers. Besidesnaukri.com there are other brands which your Company operates in the recruitment segment -firstnaukri.com naukrigulf.com quadranglesearch.com iimjobs.com hirist.comambitionbox.com bigshyft.com jobhai.com. Recruitment Solutions which is theCompanys core business showed resilience and delivered stable results in terms ofrevenues and profits despite widespread disruptions to the economic activities caused byCOVID-19 Pandemic. The flagship portal of the Company- naukri.com continue to remain theprimary source of revenue and cash generation for the Company.
Recruitment Solutions has two major sources of revenue:
(i) from recruiters which accounts for around 89.90% of revenues and
(ii) from job seekers which relate to all job seeker advisory services.
During the year under review Recruitment Solutions segment underperformed by 14.98%from `9067.60 million in FY 2020 to `7709.63 million in FY 2021. Operating EBITDA fromRecruitment Solutions in FY 2021 was `4269.03 million as compared to `5041.16 million inFY 2020.
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% oftraffic 99acres is the clear leader amongst major players in the market. While theCompany has established leadership in traffic share the business environment in the realestate market continues to be difficult. In fact in continuation with the past years thereal estate market remains sluggish and demand for new homes remains weak as also theunfinished projects and inventory overhang continues. The real estate sector has beenthrough turbulent times for many years now because of various sectoral reforms such asdemonetization GST and RERA. This difficult situation has been further perpetuated by theeconomic slowdown caused by COVID-19 pandemic.
During the year under review real estate business was down by 23.77% from `2279.61million in FY 2020 to `1737.78 million in FY 2021. Operating EBITDA loss from real estatebusiness stood at `221.58 million in FY 2021.
Your Company also provides matrimonial and education-based classifieds and relatedservices through its portals jeevansathi.com and shiksha.com respectively. These otherbusiness verticals have been gaining traction and are turning out to strong brands intheir segments. They were also relatively less affected by COVID.
While Jeevansathi offers 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 specific 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 effort in creating a world classexperience for users on the mobile platform through its mobile site and app. More than 90%of users access jeevansathi.com from their mobiles which indicates userstickiness and helps increase time on site and active user base. Further themultipronged advertising campaign undertaken by the Company over the last three years hasenabled us to strengthen our brand presence in prominent communities in Northern andWestern India. The Company has developed solid understanding of large metropolitan citieswithin these regions which helps to drive our traffic.
Within the online education classifieds space our Company provides educationalclassifieds and related services!through its website!www.shiksha.com. The website providesprospective undergraduate and postgraduate!students a platform where they can researchabout various careers educational institutes and courses provided!by those institutes tohelp them make course and institute choices. The Company also provide advertising spacefor!colleges and universities from India and abroad on the site.!Shiksha.com coversapproximately 49000 domestic and international colleges approximately 295000 coursesand has over 215000 reviews.
Revenues are generated from advertisements placed by colleges institutes anduniversities. This site aims to!provide students with information through which studentscan compare various educational institutes based!on important features like placements andfees. Our website uses technology led differentiators to ensure that!students and parentscan easily find relevant content.
With revenues from these other verticals increasing by 11.51% their combinedcontribution to the Companys revenue was 14.0% in FY 2021. Jeevansathi.com grew by14.39% & Shiksha.com grew by 6.93%. The Company would continue to invest more to scaleup 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
The Consolidated Financial Statements have been prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 (Ind-AS) prescribed under Section 133of the Act and other recognized accounting practices and policies to the extentapplicable.
The Consolidated Financial Statements have been prepared on the basis of the auditedfinancial statements of the Company its subsidiaries controlled trust andassociate/jointly controlled companies as approved by their respective Board ofDirectors. However for the purpose of consolidation of financial statements of theCompany as regards the investment in International Educational Gateway Private LimitedBizcrum Infotech Private Limited Medcords Healthcare Solutions Private LimitedShopkirana E Trading Private Limited Llama Logisol Private Limited and 4B NetworksPrivate Limited unaudited financial statements have been considered.
Your Company on a consolidated basis achieved net revenue of `11201.22 millionduring the year under review as against `13119.30 million during the previous financialyear down by 14.62% year on year. The total consolidated income for the year is`12695.18 million as compared to `14163.95 million in FY 2020.
Operating EBITDA for the year stood at `2734.08 million in comparison with `3726.23million in FY 2020. Total Comprehensive Income in FY 2021 is reported to be `14120.87million in comparison to Total Comprehensive loss of `2405.34 million in FY 2020.
DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES
As on March 31 2021 the Company has 12 subsidiaries. During the year under review andthe period between the end of the financial year and the date of this report followingchanges have taken place in status of subsidiary and Joint Venture companies of theCompany:
Zwayam Digital Pvt. Ltd. (Zwayam)
The Company acquired 100% of the Share Capital of Zwayam on a fully diluted basis foran aggregate cash consideration of about `610 million after the end of the financial yearof the Company and before the date of this Report. Zwayam is engaged in the business ofproviding SaaS based end to end recruitment process automation solutions to its corporatecustomers.
The said acquisition would help the Company to further consolidate its position in theonline recruitment solutions segment where its flagship brand Naukri.com already has anestablished leadership position. Zwayam revenue for FY 2021 stood at about `64.70 million.
Axilly Labs Pvt. Ltd. (DoSelect)
The Company further approved the acquisition of 100% of the Share Capital of DoSelectfor an aggregate cash consideration of about `210 million as on the date of this report.DoSelect is engaged in the business of providing technical assessment services to itsclients for recruitment and learning purposes. It delivers these services via itstechnical assessment platform doselect.com. This acquisition would help theCompany to offer a new variety of services under its flagship brand Naukri.com. DoSelectrevenue for FY 2021 stood at about `42.30 million.
During the year the Board of Directors of your Company reviewed the affairs of thesubsidiaries. A statement containing the salient features of the financial statements ofthe subsidiaries/joint ventures (associate) companies in the prescribed format AOC-I isgiven as Annexure-I to this report. The statement also provides the details of performanceand financial position of each of the subsidiaries/joint ventures (associate) companiesand their contribution to the overall performance of the Company.
The developments in the operations/performance of each of the subsidiaries & jointventures (associate) companies included in the Consolidated Financial Statements arepresented below:
1. Startup Investments (Holding) Ltd. (SIHL) is a wholly-owned subsidiarycompany which is engaged in making investments in start-up companies. During the yearSIHL made following investments by way of subscription/purchase of shares/debentures:
2780 cumulative non-redeemable mandatorily and fully convertible preferenceshares through a mix of primary and secondary acquisition of such shares of BizcrumInfotech Pvt. Ltd. ("ShoeKonnect" or "Bijnis") for an aggregateconsideration of about `102.93 million.
10 equity shares and 7259 compulsorily convertible preference shares of AgstackTechnologies Pvt. Ltd. ("Gramophone") for an aggregate consideration of about`55 million.
5408 compulsorily convertible preference shares of LQ Global Services Pvt. Ltd.("LegitQuest") for an aggregate consideration of about `25 million.
779 equity shares of `10 each and 1740 compulsorily convertible cumulativepreference shares of Llama Logisol Pvt. Ltd. ("Shipsy") for an aggregateconsideration of about `221.41 million.
SIHL also advanced certain inter-corporate loans during the year to 4B Networks Pvt.Ltd. (`5 million) Bizcrum Infotech Pvt. Ltd. (`20 million) and Agstack Technologies Pvt.Ltd. (`15 million). All loans given were repaid during the year by respective companies.Further SIHL invested `2.5 million in its group company namely NewInc Internet ServicesPvt. Ltd. by way of acquisition of 25000-0.0001% Compulsorily Convertible Debentures at aprice of `100/- each.
It reported total comprehensive income of `2.54 million in FY 2021 as compared to lossof `875.80 million in FY 2020.
2. Diphda Internet Services Ltd. (Diphda) had the total loss of `0.02million in FY 2021 as compared to loss of `27.71 million in FY 2020.
Diphda holds 4.59% stake in PB Fintech Limited (formerly known as Etechaces Marketing& Consulting Pvt. Ltd.) ("Policybazaar") on fully converted and dilutedbasis.
3. Makesense Technologies Ltd. (MTL) had no revenue from operations duringthe year. The total income of MTL from other sources is `0.90 million in FY 2021 ascompared to `0.81 million in FY 2020.
The Company owns 50.01% of MTL while MTL holds about 14.56% in Policybazaar.
During the current financial year MTL and PB Fintech Limited approved a Scheme ofAmalgamation between MTL ("Transferor Company") and PB Fintech Limited("Transferee Company") and their respective shareholders pursuant to theprovisions of Sections 230 to 232 and other applicable provisions of the Companies Act2013 including rules made thereunder ("Scheme"). The said Scheme ofAmalgamation provides for the amalgamation of the Transferor Company with the TransfereeCompany to derive the following benefits:
a. streamlining of the corporate structure;
b. pooling of resources of the Transferor Company with the resources of the TransfereeCompany;
c. significant reduction in the multiplicity of legal and regulatory compliancesrequired at present to be carried out by both the Transferor Company and the TransfereeCompany;
d. rationalization of costs time and efforts by eliminating multiple record keepingadministrative functions and consolidation of financials through legal entityrationalization; and e. reduction of administrative responsibilities multiplicity ofrecords and legal as well as regulatory compliances.
The Joint Application before the Honble National Company Law Tribunal(Honble Tribunal) Chandigarh Bench under the provisions of section 230 & 232of the Companies Act 2013 has been filed on May 28 2021.
4. Naukri Internet Services Ltd. (NISL) had no revenue during the year. Thetotal profit of NISL on account of other income is `7.47 million in FY 2021 as compared toprofit of `89.88 million in FY 2020.
5. Allcheckdeals India Pvt. Ltd. (ACD) provides brokerage services in thereal estate sector in India. The total income is `2.35 million in FY 2021 as compared to`0.48 million in FY 2020 on account of other Income.
ACD during the year under review issued and allotted 1600000 0.0001% CompulsorilyConvertible Debentures (CCDs) of `100/- each to the Company for `160 million.
During the year ACD acquired 1747 Compulsorily Convertible Preference Shares of 4BNetworks Private Ltd. for aggregate consideration of about `90.02 million.
6. NewInc Internet Services Pvt. Ltd. (NewInc) a wholly-owned subsidiary ofACD is engaged in the business of providing all kinds and types of internet computer andelectronics data processing services. During the year under review the total income ofNewInc was `0.01 million as compared to `0.02 million in FY 2020.
During the year under review NewInc issued and allotted 25000 0.0001% CompulsorilyConvertible Debentures (CCDs) of `100/- each to the SIHL for `2.5 million.
7. Interactive Visual Solutions Pvt. Ltd. (Interactive) is the owner of aproprietary software which enables a high quality virtual video/3D image of a proposed orexisting real estate development to be viewed online by customers.
The total income of Interactive stood at `0.03 million in FY 2021 as compared to Nil inFY 2020.
8. Jeevansathi Internet Services Pvt. Ltd. (JISPL) owns & holds thedomain names & related trademarks of the Company. During the year under review it hadnet revenue of `0.1 million similar to `0.1 million revenue during the previous financialyear. The total income stood at ` 0.11 million in FY 2021 as against `0.11 million in FY2020.
9. Smartweb Internet Services Ltd. (SMISL) is a company incorporated forthe purpose of carrying on the business of providing all kinds of internet services and toact as investment advisor financial consultant management consultant investment managerand/or sponsor of alternative investment fund(s).
SMISL acts as an Investment manager to Alternative Investment Fund (AIF) registeredwith SEBI named as Info Edge Venture Fund (IEVF) a Trust as a Category-II AIF under theSEBI (Alternative Investment Funds) Regulations 2012 for which Beacon TrusteeshipLimited is the Trustee.
SMISL had the total income of `80.53 million in FY 2021 as compared to `23.16 millionin FY 2020.
10. Startup Internet Services Ltd. (SISL) is a wholly owned subsidiary of theCompany incorporated for the purpose of providing all kinds and types of internetservices. It had the total income of `15.64 million in FY 2021 as compared to `2.14million in FY 2020.
SISL also advanced inter-corporate loan of `60 million to Printo Document Service Pvt.Ltd. during FY 2021 which remained outstanding as at the year end.
11. Highorbit Careers Pvt. Ltd. (Highorbit/iimjobs.com) became wholly ownedsubsidiary of the Company in
FY 2020 consequent to acquisition of 100% share capital of iimjobs.com by the Company.
The Board in its meeting held on November 10 2020 approved the Scheme of Amalgamationwith Highorbit and filed a Joint Application before the Honble National Company LawTribunal (Honble Tribunal) Principal Bench New Delhi under the provisions ofsection 230 & 232 of the Companies Act 2013.
Honble Tribunal pursuant to the Order dated February 10 2021 in the abovereferred Joint Application dispensed with the requirement of holding the meetings ofEquity Shareholders Secured Creditors & Unsecured Creditors of iimjobs.com. Furtherthe Honble Tribunal directed separate meetings of Equity Shareholders SecuredCreditors and Un-secured Creditors of Info Edge (India) Limited to be convened and heldthrough Video Conferencing on Monday April 12 2021. All the meetings were duly heldunder the supervision of court appointed chairman alternate chairman and the scrutinizerand the resolutions for the proposed scheme of amalgamation were duly passed in respectivemeetings by the requisite majority. Subsequently the second motion Joint Petition wasalso filed with the Honble National Company Law Tribunal Principal Bench New Delhifor obtaining sanction to the Scheme of Amalgamation of Highorbit Careers Pvt. Ltd withInfo Edge (India) Ltd.
The matter w.r.t. second motion Joint Petition was allowed by the Honble Tribunalon May 13 2021. Requisite directions of the Honble Tribunal through its Order onsuch second motion Joint Petition has been duly complied with by the Company. Final orderof the Honble Tribunal is awaited.
During the year under review it had net revenue of `216.44 million as compared to`195.17 million revenue during the previous financial year. The total income stood at`218.60 million in FY 2021 as against `196.81 million in FY 2020.
12. Redstart Labs (India) Ltd. (Redstart) was incorporated as a wholly-ownedsubsidiary of the Company on July 7 2020 for providing all kinds and types of Internetservices development of software consultancy technical support for consumer companiesinternet or SAAS providers and any other services in the area of information technologyand product development.
Redstart during the year issued and allotted 1500000 0.0001% CompulsorilyConvertible Debentures (CCDs) of `100 to the Company for `150 million. Further Redstartmade following investments by way of subscription/purchase of shares:
417 compulsorily convertible cumulative preference shares of Crisp AnalyticsPvt. Ltd. for an aggregate consideration of about `15.01 million.
260 compulsorily convertible preference shares of Unboxrobotics Labs Pvt. Ltd.for an aggregate consideration of about `10.95 million.
The total income of Redstart stood at `2.64 million in FY 2021.
Your Company has the following continuing external financial and strategic investments.
All holding percentages in the investee companies given below are computed on fullyconverted and diluted basis. The 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 Ltd. (Zomato)
Zomato Limited [Formerly known as Zomato Pvt. Ltd.] owns & operates the websitewww.zomato.com. It generates revenue from advertisements of restaurants and lead sales.The aggregate investment of the Company in Zomato is about `1521.98 million.
Zomato achieved on consolidated basis net revenue from operations of `19937.89million during the current financial year as against `26047.37 million during theprevious financial year. The total income decreased by 22.76% from `27427.39 million inFY 2020 to `21184.24 million in FY 2021.
Zomato filed its Draft Red Herring Prospectus in April 2021 for its proposed InitialPublic Offering (IPO) for such number of equity shares of `1 each aggregating to up to`82500 million. This comprised of Offer for Sale of up to such number of equity shares bythe Company aggregating up to `7500 million. The Offer for Sale of shares by the Companywas duly approved in the respective meetings of Audit Committee and the Board of Directorsheld on April 27 2021. The Company considered and decided on reduction in the size of theOffer for Sale to such number of Equity Shares as would aggregate upto `3750 millionfrom the originally contemplated `7500 million. Zomato filed the Red Herring Prospectuswith Registrar of Companies with updated size of its IPO to upto `93750 millioncomprising of such number of equity shares of `1 each aggregating to `90000 million asfresh issue and such number of equity shares aggregating up to `3750 million as part ofOffer for Sale by the Company.
The Company currently holds 18.62% stake in Zomato on fully converted and diluted basiswhich would stand reduced to approximately 15% post the Offer for Sale.
PB Fintech Ltd. (PB Fintech/Policybazaar)
PB Fintech Limited [Fomerly known as Etechaces Marketing & Consulting Pvt. Ltd.]("PB Fintech/Policybazaar") doing business as www.policybazaar.com develops andpublishes an online financial services platform. The Company offers a consumer centricplatform by partnering with financial services companies such as insurance companies tohelp customers select products/schemes that best suit their requirements.
The aggregate investment of the Company held indirectly through its Subsidiaries/JointVentures in
PolicyBazaar as on March 31 2021 is 21.26%. However since 49.99% of MakesenseTechnologies Ltd. (holding 14.56% in PolicyBazaar) is held by Temasek Companysrelevant economic interest in PolicyBazaar is 13.98%.
Printo Document Services Pvt. Ltd. (Printo)
Printo is a retail chain which provides personal and business print and corporatemerchandise in India. The company provides business cards business stationary ID Cardsand accessories flyers/leaflets posters standees brochures signage stickerscalendars and diaries gif 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 SISLextended a loan of `60 million to Printo. The Company as on March 31 2021 holds stake of27.51% on a fully converted and diluted basis.
Happily Unmarried Marketing Pvt. Ltd. (HUM)
The business of HUM generates revenues from design and sale of fun creative products asalso a mens grooming range ("Ustra") and has a large addressable market.
The Company through its wholly-owned subsidiary SIHL holds stake of 29.88% on a fullyconverted and diluted basis.
During the year under review Company has made provision of `32.24 million as diminutionin carrying value of its investment in HUM.
Nopaperforms Solutions Pvt. Ltd. (Nopaperforms)
Nopaperforms runs a business of providing a SaaS platform (via website namelywww.nopaperforms.com) which has a suite of software products including lead managementsystem application management system campaign management etc. The site aims to create IPout of providing an end-to-end solution to institutions and individuals as the case maybe for managing their leads and workflows.
The Company through its wholly-owned subsidiary has invested aggregate amount of`336.64 million for 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. These enable students andparents take better informed decisions on higher education and related products andservices. The products and services are provided through physical connects an onlineportal named as www.univariety.com and through third party portals of partner entities.
The Company has invested aggregate amount of `205 million for a stake of 39.88% onfully 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 efficient farmmanagement. Farmers can buy quality agricultural input products like seeds cropprotection nutrition and equipment directly from its m-commerce platform.
The Company through its wholly owned subsidiary during the year under review hasfurther invested `55 million. The Company has invested aggregate amount of `258.82 millionfor a stake of 35.74% on fully converted and diluted basis.
Bizcrum Infotech Pvt. Ltd. (ShoeKonnect/Bijnis)
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. The 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 hasfurther invested `102.93 million in ShoeKonnect. The Company has invested aggregate amountof `262.92 million for a stake of 29.68% on fully converted and diluted 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. The 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. The venture aimsto create IP out of medical data and advanced analytics to create efficient healthcaredecision systems for doctors hospitals government etc. They currently have a web-appfor doctors and android apps for pharmacies and patients.
The Company has invested aggregate amount of about `96.38 million for a stake of 15.76%on fully converted and diluted 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 efficientM-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.
The Company has invested aggregate amount of `603.51 million for a stake of 25.36% onfully converted and diluted basis.
Greytip Software Pvt. Ltd. (Greytip)
Greytip is an HR and Payroll SaaS company focused on serving SME customers in India andabroad. Their software solutions cover all areas including employee informationmanagement leave and attendance management payroll expense claims and more. Theyenable companies in their digital transformation by streamlining HR operations increasingproductivity and by enhancing employee experience.
The Company has invested aggregate amount of about `350 million for a stake of 21.78%on a fully converted and diluted basis.
LQ Global Services Pvt. Ltd. (LegitQuest)
LegitQuest is SaaS product at the intersection of Technology & Legal utilizingMachine Learning Modern Search algorithm & Data Analytic for the legal professionals.It is a LegalTech venture run by versatile team of techsavvy attorneys engineersand designers who aim to make the practice of law simpler for its end users.
During the year under review the Company through its wholly owned subsidiary furtherinvested an amount of `25 million in LegitQuest. The Company has invested aggregate amountof `40 million for a stake of 21.45% on fully converted and diluted basis.
Metis Eduventures Pvt. Ltd. (Adda247)
Adda247 is an online government jobs preparation platform. It is Indias leadingeducationtechnology company that helps students prepare for several government jobsvia its multiple platforms bankersadda.com sscadda. com Adda247 mobile app Adda247Youtube channel ctetadda.com and Career Power.
The Company has invested about `280 million in Adda247 for a stake of 16.97% on a fullyconverted and diluted basis.
Terralytics Analysis Pvt. Ltd. (Terralytics)
Terralytics is engaged in the business of developing real estate intelligence andanalytics platform for sale to banks developers consulting firms etc. for diligenceinformation and other purposes.
The Company has invested about `50 million in Terralytics for a stake of 20% on a fullyconverted and diluted basis.
Llama Logisol Pvt. Ltd. (Shipsy)
Shipsys vision is to digitalize the entire logistics ecosystem. It has recentlylaunched the platform for Exporters and Importers to manage their vendors for PriceProcurement Shipment Execution and end to end container tracking. The product is designedto empower exporters and importers to digitalize their operations and bring aboutsignificant time and cost savings.
During the year under review the Company through its wholly owned subsidiary investedan amount of `221.41 million. The Company has invested aggregate amount of `271.40 millionfor a stake of 22.45 % on fully converted and diluted basis.
Sunrise Mentors Pvt. Ltd. (Sunrise)
Sunrise is engaged in the business of providing online education and operates ane-learning platform - CodingNinjas.
The Company has invested about `370.97 million in Sunrise for a stake of 25% on a fullyconverted and diluted basis.
4B Networks Pvt. Ltd. (Broker Network)
Broker Network enables real estate developers and brokers to communicate with eachother and conduct their business via the Broker Network platform.
During the year under review Company through ACD invested about about `90.02 millionfor a stake of 12.26% on a fully converted and diluted basis.
Crisp Analytics Pvt. Ltd. (Lumiq)
Lumiq provides an AI based data platform catering to Banks Insurance companies NBFCsand other BFSI clients. Their product uses a layer of data adaptors which captures dataacross workflows creating a data lake which acts as a single source of truth for theirclients. They also provide their own data storage and have proprietary AI engine usingwhich they have built various products on top of it like smart underwriting collectionanalytics omni-channel customer experience management among others. It also acts like aPaaS as many of their clients choose to build their own modules on top of their dataplatform.
The Company through Redstart during the year under review invested about `15.01million for a stake of 2.50% on a fully converted and diluted basis.
Unboxrobotics Labs Pvt. Ltd. (Unbox Robotics)
Unbox Robotics is building the first of its kind Sorting System that uses ModularSorting Robots AI Software based on Swarm Intelligence and Dynamic Binning Module. UnboxRobotics has built a system that goes live in 2 weeks saves 50% to 70% warehouse area byusing better process layouts and algorithms and saves capital by up to 70% by reducing thenumber of robots and eliminating the need of capital intensive infrastructure.
The Company through Redstart during the year under review invested about `10.95million for a stake of 1.46% on a fully converted and diluted basis.
The aforesaid Investee Company(ies) including the companies that became part of theportfolio during the year (except Unbox Robotics and Lumiq) achieved an aggregate revenueof `35630.93 million as against!`38775.94 million during the previous financial!year.The aggregate operating EBITDA level loss was!`7635.23 million as compared to!`27330.19million during!the previous financial year.
Investments in following companies were fully provisioned for/written off in theprevious years:
a) VCare Technologies Private Limited
b) Unnati Online Private Limited
c) Ideaclicks Infolabs Private Limited
d) Wishbook Infoservices Private Limited
e) Kinobeo Software Private Limited
f) Green leaves Consumer Services Private Limited
g) Rare Media Company Private Limited
h) Mint Bird Technologies Private Limited
The above companies are treated as "Associate Companies/Joint Ventures"except where mentioned specifically in our Consolidated Financial Statements as per theAccounting Standards issued by the Institute of Chartered Accountants of India andnotified by the Ministry of Corporate Affairs.
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 auditedfinancial statements of each of the subsidiaries alongwith relevant Directors Reportand Auditors Report thereon are available on our website www.infoedge.in. Thesedocuments will also be available for inspection during business hours at our registeredoffice.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the FY 2021 your Company invested (including outstanding inter-corporateloans) directly or indirectly about `580.32 million into the aforesaid Investeecompanies.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) your Company has formulated aPolicy on Related Party Transactions which is also available on Companys website athttp://infoedge.in/pdfs/Related-PartyTransaction-Policy.pdf.
The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and related parties. This policyalso specifically deals with the review and approval of material related partytransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions.
All related party transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is also obtained for related party transactions on anannual basis for transactions which are of repetitive nature and/ or entered in theordinary course of business and at arms length basis. The Company has not enteredinto any material related party transactions i.e. transactions exceeding 10% of theannual consolidated turnover as per the last audited financial statements.
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 are given inAnnexure II.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes affecting the financial position of the Companywhich have occurred between the end of the financial 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 financial year there have been no material changes except as disclosedelsewhere in report:
In the nature of Companys business;
In the Companys subsidiaries or in the nature of business carried out bythem; and
In the classes of business in which the Company has an interest.
It is more than one year since COVID-19 was declared a global pandemic a year ofterrible loss of lives and livelihoods. The rising human toll worldwide and the millionsof people that remain unemployed are grim markers of the extreme social and economicstrain that the global community still confronts. The entire global economic scenario hasbeen adversely affected by the COVID-19 pandemic and there has been significant slowdownin economic activity. This has had an adverse effect on Info Edges core businessesas well i.e. recruitments and real estate. Yet even with high uncertainty about the pathof the pandemic a way out of this health and economic crisis is increasingly visible.Thanks to the ingenuity of the scientific community we have multiple vaccines that canreduce the severity and frequency of infections. In parallel adaptation to pandemic lifehas enabled the global economy to do well despite subdued overall mobility leading to astronger-than-anticipated rebound on average across regions. Additional fiscal supportin some economies further uplifts the global economic outlook.
The Company expects that a gradual opening up of economies will slowly spur demand. Weanticipate a stronger recovery in 2022 and 2023. Info Edge has continued to invest on allelements related to product and service development and has introduced several innovativemeasures to strengthen the Companys competitive positioning. It has curtailed salesrelated and non-core expenditures.
The Company expects that in the post-COVID-19 environment there will be fasterabsorption of internet-based activities in the domains where it operates. Hence it ispreparing itself to best utilize the next wave of market opportunities as the COVID-19crisis subsides hopefully from the second half of FY 2022.
3. Corporate Governance
Your Company always places a major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organizations corporate governance philosophy is directly linked to highperformance. The Company understands and respects its fiduciary 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 Listing Regulations a separate section on"Corporate Governance" with a detailed compliance report on corporate governanceand a certificate from M/s. Chandrasekaran & Associates Company SecretariesSecretarial Auditors of the Company regarding compliance of the conditions of CorporateGovernance forms part of this Annual Report. The report on Corporate Governance alsocontains certain disclosures required under the Act.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations is presented in a separate section formingpart of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 5 (five) times during the year under review.In addition to this 1 (one) meeting of Independent Directors was also held. The detailsof the meetings of the Board including that of its Committees and IndependentDirectors meeting(s) are given in the Report on Corporate Governance section formingpart of this Annual Report.
The Company has several Board Committees which have been established as part of thebest corporate governance practices and are in compliance with the requirements of therelevant provisions of applicable laws and statutes. As on March 31 2021 the Board has 7Committees namely Audit Committee Stakeholders Relationship Committee CorporateSocial Responsibility Committee Risk Management Committee Nomination and RemunerationCommittee Committee of Executive Directors and Business Responsibility ReportingCommittee.
During the year all recommendations of Audit Committee were accepted by the Board.
The 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.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle Blower Mechanism and a policy that laysdown the process for raising concerns about unethical behavior actual or suspected fraudor violation of the Companys Code of Conduct or Ethics Policy. The Company hasappointed M/s. Thought Arbitrage Consulting as an Independent External Ombudsman. Thispolicy is further explained under Corporate Governance section forming part of thisReport and the full text of the Policy is available on the website of the Company atwww.infoedge.in.
Your Company hereby affirms that no Director/Employee have been denied access to theChairman of the Audit Committee. There was one complaint received through the saidmechanism which did not pertain to the nature of complaints sought to be addressed throughthis platform. However the Company took cognizance of the matter and investigated thisfurther to lead it to its logical conclusion.
RISK MANAGEMENT POLICY
The Company has duly approved a Risk Management Policy. The Company has an effectiverisk management procedure which is governed at the highest level by the Board ofDirectors covering the process of identifying assessing mitigating reporting andreview of critical risks impacting the achievement of Companys objectives orthreaten its existence.
To further strengthen & streamline the procedures about risk assessment andminimization procedures the Board of Directors constituted a Board level Risk ManagementCommittee (RMC). The details on Risk Management plan of the Company are given in theReport on Corporate Governance section forming part of this Annual Report.
Terms of Reference of RMC includes Cyber Security.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference tothe financial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
The Company has also put in place adequate systems of Internal Control to ensurecompliance with policies and procedures which is commensurate with size scale andcomplexity of its operations. The Company has appointed an external professional firm asInternal Auditor. The Internal Audit of the Company is regularly carried out to review theinternal control systems and processes. The internal Audit Reports along withimplementation and recommendations contained therein are periodically reviewed by AuditCommittee of the Board.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
During the year under review no significant and material orders have been passed bythe regulators or courts or tribunals impacting the going concern status andCompanys operations in the future.
INSOLVENCY AND BANKRUPTCY CODE 2016
No application or any proceeding has been filed against the Company under theInsolvency and Bankruptcy Code 2016 (31 of 2016) ("IBC Code") during thefinancial year 2020-21.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not made any one time settlement therefore the same is notapplicable.
As required by Section 92(3) of the Act read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the Annual Return of the Company will be available on thewebsite of the Company at url: www.infoedge.in/annual-return.asp .
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At Info Edge it is our belief that a strong Board is an imperative to create a cultureof leadership to provide a long-term vision and policy approach to improve the quality ofgovernance.
With this belief in mind Mr. Sanjeev Bikhchandani (DIN:00065640) has been re-appointedas Executive Vice Chairman & Whole-time Director of the Company not liable to retireby rotation for a period of 5 years effective April 27 2021 to April 26 2026 inaccordance with the approval of the shareholders obtained at the previous Annual GeneralMeeting (AGM) of the Company held on September 22 2020.
Further Mr. Hitesh Oberoi (DIN:01189953) has also been re-appointed as ManagingDirector & Chief Executive Officer of the Company liable to retire by rotation for aperiod of 5 years effective April 27 2021 to April 26 2026 in accordance with theapproval of the shareholders obtained at the previous AGM of the Company held on September22 2020.
Mr. Ashish Gupta (DIN: 00521511) had been appointed as an Independent Director on theBoard of the Company for his First Term of 5 years effective July 21 2017. His presenttenure as Independent Director is upto July 20 2022. In the opinion of the Board he is awell-respected professional who brings a wealth of experience and business acumen to theBoard. His vast experience in the realm of Silicon Valley expertise integrity andproficiency will provide invaluable insights to the Company as Info Edge pivots itsservice offerings with an intent of digital transformation.
The Board pursuant to the recommendation of the Nomination & RemunerationCommittee (NRC) has approved the proposal for re-appointment of Mr. Ashish Gupta as anIndependent Director of the Company for a second term of 4 (four) consecutive years i.e.with effect from July 21 2022 upto July 20 2026 subject to the approval of the membersin the ensuing 26th Annual General Meeting of the Company. The notice convening the 26thAGM to be held on August 27 2021 sets out the details.
Mr. Gupta has confirmed his eligibility and willingness to continue in the office ofNon-Executive Independent Director of the Company if confirmed by the members at theensuing AGM.
Ms. Bala C Deshpande (DIN: 00020130) was re-appointed for a second term of upto 3(three) consecutive years on the Board of the Company effective from April 1 2019 toMarch 31 2022 pursuant to the Shareholders approval obtained by way of a Postal Ballot onMarch 10 2019. Section 149 of the Companies Act 2013 and provisions of the ListingRegulations inter-alia prescribe that an independent director may hold office for onlyupto two consecutive terms of maximum five years each.
As her second term as an Independent Director nears end on March 31 2022 the Boardhas pursuant to recommendation of the NRC and subject to the prior approval of theShareholders in the ensuing 26th Annual General Meeting of the Company decided tocontinue with Ms. Bala C Deshpande as a Non-Executive Director on the Board of the Companyfor a period of one year after expiry of her present tenure as an Independent Directori.e. with effect from April 01 2022 till March 31 2023. The Board believes thatcontinuation of Ms. Bala C Deshpande on the Board for the time being is vitally importantfor tackling the challenges around seamless continuity of the Board seeking the continuedbenefits of the rich & varied experience of Ms. Bala C Deshpande who has been longassociated with the Company and giving reasonable time & flexibility to the NRC &Board to identify suitable candidate for recommending her/his appointment as IndependentDirector with the right level of leadership ability and skills particularly in view ofthe continued pandemic situation where physical meetings are rendered difficult to haveface-to-face interactions with potential candidates due to travel & health advisoryrestrictions imposed by the Govt.
Ms. Bala C Deshpande has confirmed her eligibility and willingness to continue in theoffice of Non-Executive Director of the Company if confirmed by the members at theensuing AGM. The notice convening the 26th AGM to be held on August 27 2021 sets out thedetails.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Companies Act 2013 not less than 2/3rd(Two-third) of the total number of Directors (other than Independent Directors) shall beliable to retire by rotation. Accordingly pursuant to the Act read with Article 119 ofthe Articles of Association of the Company Mr. Hitesh Oberoi (DIN- 01189953) is liable toretire by rotation and being eligible offers himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors hold office for their respective term and are not liable toretire by rotation. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Act and under the Listing Regulations and that they are notaware of any circumstance or situation which exist or may be reasonably anticipated thatcould impair or impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence as required under Regulation 25 ofthe Listing Regulations. Further in pursuance of Rule 6 of the Companies (Appointment andQualifications of Directors) Rules 2014 all Independent Directors of the Company haveconfirmed their registration with the Indian Institute of Corporate Affairs (IICA)database.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir roles rights and responsibility as Directors the working of the Company nature ofthe industry in which the Company operates business model etc. The details of thefamiliarization programme are explained in the Corporate Governance Report. The same isalso available on the website of the Company and can be accessed by web linkwww.infoedge.in/pdfs/BoardFamiliarisation.pdf.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Listing Regulations laying down the key functions of the Board mandates that the Boardshall monitor and review the Board Evaluation Process and also stipulates that theNomination & Remuneration Committee of the Company shall lay down the evaluationcriteria for performance evaluation of Independent Directors. Section 134 of the Actstates that a formal evaluation needs to be made by the Board of its own performance andthat of its committees and individual directors. Further Schedule IV to the Act statesthat performance evaluation of Independent Directors shall be done by the entire Board ofDirectors excluding the director being evaluated. In accordance with the aforesaidprovisions the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsCommittees.
Some of the performance indicators based on which the evaluation takes place are -attendance in the meetings quality of preparation/participation ability to provideleadership and work as team player. In addition few criteria for independent directorsinclude commitment to protecting/enhancing interests of all shareholders and contributionin implementation of best governance practices. Performance criteria for Whole-timeDirectors includes contribution to the growth of the Company new ideas /planning andcompliances with all policies of the Company.
The Board of Directors has expressed their satisfaction to the overall evaluationprocess.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV to the Act and the Listing Regulations one meeting ofIndependent Directors was held during the year i.e. on June 22 2020 without theattendance of Executive Directors and members of Management.
In addition the Company encourages regular separate meetings of its IndependentDirectors to update them on all business-related issues and new initiatives. At suchmeetings the Executive Directors and other members of the Management make presentationson relevant issues.
KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder:
1. Mr. Hitesh Oberoi Managing Director & CEO.
2. Mr. Chintan Thakkar Whole-time Director & CFO.
3. Mr. Murlee Manohar Jain SVP- Secretarial & Company Secretary.
4. Auditors and Auditors Report
In terms of the provisions of Section 139 of the Companies Act 2013 M/s. S.R.Batliboi & Associates LLP Chartered Accountants (FRN:101049W/E300004) pursuant toyour approval were appointed as the Statutory Auditors of the Company in the 22nd AnnualGeneral Meeting of the Company for carrying out the audit of the financial statements ofthe Company for FY 2018 to FY 2022.
The notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors hadappointed M/s. Chandrasekaran & Associates Company Secretaries as the SecretarialAuditors of the Company to undertake Secretarial Audit of the Company for FY ended March31 2021.
The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial AuditReport does not contain any qualification reservation or adverse remark or disclaimer.
M/s. T.R. Chadha & Co LLP Chartered Accountants perform the duties of internalauditors of the Company and their report is reviewed by the Audit Committee quarterly.
MAINTAINANCE OF COST RECORDS
The provisions of maintenance of Cost Records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 are not applicable on theCompany.
REPORTING OF FRAUDS BY AUDITORS
During the year under review none of the auditors viz. Statutory Auditors andSecretarial Auditors have reported to the Audit Committee under Section 143(12) of theAct any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Boards Report.
5. Corporate Social Responsibility (CSR)
For your Company Corporate Social Responsibility (CSR) means the integration ofsocial environmental and economic concerns in its business operations. CSR involvesoperating Companys business in a manner that meets or exceeds the ethical legalcommercial and public expectations that society has of businesses. In alignment withvision of the Company Info Edge through its CSR initiatives will continue to enhancevalue creation in the society through its services conduct & initiatives so as topromote sustained growth for the society.
The CSR Committee of the Company helps the Company to frame monitor and execute theCSR activities of the Company. The Committee defines the parameters and observes them foreffective discharge of the social responsibility of your Company. The CSR Policy of yourCompany outlines the Companys philosophy & the mechanism for undertakingsocially useful programmes for welfare & sustainable development of the community atlarge as part of its duties as a responsible corporate citizen. The CSR Committee alsoformulate and recommend to the Board of the Company CSR annual action plan in pursuanceto its Policy. The constitution of the CSR Committee is given in the Corporate GovernanceReport which forms part of this Annual Report.
CSR FUNDS ALLOCATED
A snapshot of the geography-wise and sector-wise spread of the causes entities and thekind of themes supported by the Company is given below.
CSR PROJECTS FUNDED IN FY 2020-21
Info Edges CSR policy mainly focuses on supporting organizations that are makingimpactful interventions at various stages across the education and employability spectrum.
The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out as Annexure IV to this Report.
BUSINESS RESPONSIBILITY REPORT
The Listing Regulations mandate the top 1000 listed companies by marketcapitalization to give Business Responsibility Report ("BR Report") in theirAnnual Report describing the initiatives taken by the Company from an EnvironmentalSocial and Governance perspective ("ESG") in the format specified by the SEBI.Further SEBI in its continued efforts to enhance disclosures on ESG standards introducednew requirements for sustainability reporting by listed companies. The new reportingformat named Business Responsibility and Sustainability Report ("BRSR") aimsto establish links between the financial results of a business with its ESG performance.This will enable regulators investors and allied stakeholders to obtain a fair estimateof overall business stability growth and sustainability (hitherto based on financialdisclosures alone). SEBI has mandated that the BRSR will be applicable to the top 1000listed entities (by market capitalization) for reporting on a voluntary basis forFY202122 and on a mandatory basis from FY202223.
The concept of Business Responsibility Report lays down 9 (nine) core principles whicha listed company shall follow while undertaking its business operations. In terms ofaforesaid Regulations a separate section on "Business Responsibility Report"with a detailed compliance report forms part of this Annual Report and is given inAnnexure V.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy and technology absorption asrequired to be disclosed under the Act are part of Annexure VI to the Directorsreport. The particulars regarding foreign exchange earnings and expenditure are furnishedbelow:
|Particulars ||FY2021 ||FY2020 |
|Foreign exchange earnings || || |
|Revenue ||787.68 ||914.93 |
|Total inflow ||787.68 ||914.93 |
|Foreign exchange outflow || || |
|Internet & Server Charges ||14.74 ||16.04 |
|Advertising & Promotion Cost ||11.00 ||3.08 |
|Travel & conveyance ||- ||1.35 |
|Foreign Branch Expenses ||192.26 ||183.57 |
|Others ||35.76 ||41.57 |
|Total Outflow ||253.76 ||245.61 |
|Net Foreign exchange inflow ||533.92 ||669.32 |
The Company has implemented the "Green Initiative" to enable electronicdelivery of notice/documents/ annual reports to shareholders.
Further in view of the COVID-19 pandemic the Ministry of Corporate AffairsGovernment of India ("MCA") vide General Circular No.14/2020 dated April 082020 General Circular No.17/2020 dated April 13 2020 General Circular No. 20/2020 datedMay 5 2020 General Circular No. 22/2020 dated June 15 2020 and General Circular No.02/2021 dated January 13 2021 (the "MCA Circulars") has allowed companies toconduct their EGM/AGM through video conferencing or other audio visual means and alsogranted relaxations to issue/service notices and other reports/documents of AGM/EGM/PostalBallots to its shareholders only electronically at their registered e-mail address(es).
Accordingly in compliance with the aforementioned MCA Circulars Notice of the AGMalong with the Annual Report 2020-21 is being sent only through electronic mode to thoseMembers whose email addresses are registered with the Company/Depository Participant.Members may note that the Notice and Annual Report 2020-21 will also be available on theCompanys website www.infoedge.in websites of the Stock Exchanges i.e. BSE Limitedand National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.comrespectively and on the website of National Securities Depository Limited (NSDL)https://www.evoting.nsdl.com.
The members of the Company are requested to send their request for registration ofe-mails following the procedure given below for the purpose of receiving the AGM Noticealongwith Annual Report 2020-21:
a) You may temporarily get your email registered with the Companys RTA byclicking the link- https://linkintime.co.in/EmailReg/Email_Register.html and following theregistration process as guided thereafter. In case of any queries shareholder may writeto rnt.helpdesk%linkintime.co.in under Help section or Call on Tel no.: 022 49186000.
b) For permanent registration of email address the shareholders are however requestedin respect of electronic holdings to register their email address with the Depositorythrough the concerned Depository Participants with whom you hold your demat account. Inrespect of physical holding please send your email address for registration to theRegistrar & Share Transfer Agents of the Company M/s Link Intime India Pvt. Ltd. athttps://linkintime.co.in/EmailReg/Email_Register.html providing Folio No. name of theshareholder scanned copy of the share certificate (front & back) PAN (Self attestedscanned copy of PAN card) AADHAR (self-attested scanned copy of Aadhar Card).
Those shareholders who have already registered their email addresses are requested tokeep their email addresses validated with their Depository Participants/RTA to enableservicing of communication and documents electronically. In case of any queriesshareholder may write either to the Company at investors%naukri.com or to the RTA ataforesaid email id provided.
Registering email address will help in better communication between the Company and youas an esteemed stakeholder and most importantly will reduce use of paper also contributingtowards green environment.
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Act read with relevant rules thereon. The instructions for e-voting areprovided in the Notice of the AGM.
6. Human Resources Management
Your Company considers people as its biggest assets and Believing in Peopleis at the heart of its human resource strategy. Human resources management at Info Edgegoes beyond the set boundaries of compensation performance reviews and development. YourCompany has put concerted efforts in talent management and succession planning practicesstrong performance management and learning and training initiatives to ensure that yourCompany consistently develops inspiring strong and credible leadership.
During the year the focus of your Company was to ensure that young talent is nurturedand mentored consistently that rewards and recognition are commensurate with performanceand that employees have the opportunity to develop and grow. Your Company has establishedan organization structure that is agile and focused on delivering business results. Withregular communication and sustained efforts it is ensuring that employees are aligned oncommon objectives and have the right information on business evolution. Your Companystrongly believes in fostering a culture of trust and mutual respect in all its employeesand seeks to ensure that companys values and principles are understood by all andare the reference point in all people matters.
THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on the Prevention of Sexual Harassment at its workplaces in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder for prevention and redressal ofcomplaints of sexual harassment at workplace.
The Company has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013.
During the FY 2021 the Company had received no complaint on sexual harassment underthe Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013.
PARTICULARS OF EMPLOYEES
The particulars of employees required under Rule 5(2) of the Companies (Appointment andRemuneration of the Managerial Personnel) Rules 2014 framed under the Act forms part ofthis Report. However pursuant to provisions of Section 136 of the Act the Annual Reportexcluding the aforesaid information is being sent to all the members of your Company andothers entitled thereto. Any Member interested in obtaining such particulars may write tothe Company Secretary of the Company. The same shall also be available for inspection bymembers at Registered Office of your Company.
COMPANYS POLICY RELATING TO REMUNERATION FOR DIRECTORS KEY MANAGERIAL PERSONNELAND OTHER EMPLOYEES
The Companys Policy relating to Remuneration for Directors Key ManagerialPersonnel and other Employees has been explained in the Report on Corporate Governancesection forming part of this Annual Report.
Ratio of the remuneration of each director to the median remuneration of the employeesof the Company for the Financial Year is given on next page.
|Name of Director ||Designation ||Remuneration of Director/ KMP for FY 2021 (` in million) ||% increase in remuneration in the FY 2021 ||Ratio of Remuneration of each Director/ to median remuneration of employees |
|Mr. Kapil Kapoor ||Non-Executive Chairman ||0.90# ||(18.18) ||1.42 |
|Mr. Sanjeev Bikhchandani ||Promoter Executive Vice-Chairman ||28.94* ||12.39 ||45.72 |
|Mr. Hitesh Oberoi ||Promoter Managing Director & CEO ||28.81* ||8.59 ||45.51 |
|Mr. Chintan Thakkar ||Whole-time Director & CFO ||23.62*$ ||(0.13) ||37.31 |
|Mr. Saurabh Srivastava ||Non-Executive Independent Director ||2.05# ||(8.89) ||3.24 |
|Mr. Naresh Gupta ||Non-Executive Independent Director ||1.95# ||(12.56) ||3.08 |
|Ms. Bala C Deshpande ||Non-Executive Independent Director ||1.55# ||34.78 ||2.45 |
|Mr. Sharad Malik ||Non-Executive Independent Director ||1.95# ||8.33 ||3.08 |
|Mr. Ashish Gupta ||Non-Executive Independent Director ||1.50# ||11.11 ||2.37 |
|Ms. Geeta Mathur ||Non-Executive Independent Director ||1.95# ||9.55 ||3.08 |
|Mr. MM Jain ||Company Secretary ||5.92 ||(1.82) ||9.35 |
# The Non-Executive/Independent Directors are paid sitting fees & commissionon the basis of their attendance at the Board/Committee Meetings. Any variationhighlighted above in remuneration of these Directors is on account of number of meetingsheld or attended during the year.
$ Remuneration of Mr. Chintan Thakkar in the table above does not includeemployee share based payment.
* The remuneration paid to the three Executive Directors of the Company lastyear did not include the amount of annual bonus/commission payable to them for FY 2020 asmentioned in Annual Report last year. The Board of Directors reviewed the performance ofthe Company regularly & accordingly approved the payment of such annual Bonus inDecember 2020
% 85% of the proposed eligiblity amount. Remuneration for FY 2021 includes theamount of such Bonus/commission for the year.
THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR.
The percentage increase in the median remuneration of the employees of the Companyduring the financial year is 0.6% as compared to last year.
THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY.
AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF THE EMPLOYEES OTHER THANTHE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILEINCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THEREARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN MANAGERIAL REMUNERATION
There were no increments given to employees of the Company generally in FY 2021 exceptfew employees in the Tech & Product teams. Further there was no increase in themanagerial remuneration in FY2021.
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY
It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.
EMPLOYEE STOCK OPTION PLAN
Our ESOP schemes help us share wealth with our employees and are part of aretention-oriented compensation program. They help us meet the dual objective ofmotivating key employees and retention while aligning their long-term career goals withthat of the Company.
ESOP-2007 (MODIFIED IN JUNE 2009): This is a SEBI compliant ESOP scheme being usedto grant stock based compensation to our Associates since 2007. This was approved bypassing a special resolution in the Extraordinary General Meeting (EGM) held in March 2007which was further amended in June 2009 through approval of shareholders by Postal Ballotby introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) andflexible pricing of ESOP/SAR Grants.
ESOP-2015: This is a new Scheme introduced by the Company to provide equity-basedincentives to Employees of the Company i.e. the Options granted under the Scheme may be inthe form of ESOPs / SARs / other Share-based form of incentives. The Company shall issue amaximum of 40 lac Options exercisable into equity shares of the Company. The scheme iscurrently used by the Company to make fresh ESOP/SAR grants.
The applicable Disclosures as stipulated under the SEBI Guidelines as on March 31 2021with regard to the Employees Stock Option Scheme (ESOS) are annexed with this reportas Annexure VII.
A certificate 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 EmployeesBenefits) Regulations 2014 would be placed in the ensuing Annual General Meeting.
The shares to which Companys ESOP Schemes relates are held by the Trustees onbehalf of Info Edge
Employees Stock Option Plan Trust. The individual employees do not have any claimagainst the shares held by said ESOP Trust unless they are transferred to their respectivede-mat accounts upon exercise of options vested in them. Thus there are no shares inwhich employees hold beneficial ownership however the voting rights in respect of whichare exercised by someone other than such employees. The ESOP trust did not vote on anyresolution 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 Act the Boardof Directors confirms that:
a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profit ofthe Company for that year;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company has complied with the revised Secretarial Standards issued by the Instituteof Company Secretaries of India on Meetings of the Board of Directors and GeneralMeetings.
Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilisation of the Companys resources for sustainableand profitable growth.
We hereby wish to place on record our appreciation of the efficient and loyalservices rendered by each and every employee without whose whole-hearted efforts ourconsistent growth would not have been possible. Your Directors further wish to thank ourinvestors customers visitors to our websites business partners bankers and otherstakeholders for their continued support & their confidence in the Company and itsmanagement and look forward for their continuous support.
| ||For and on behalf of Board of Directors |
| ||Kapil Kapoor |
|Date: July 5 2021 ||Chairman |
|Place: Noida ||DIN: 00178966 |