To the Members
Your Directors have pleasure in submitting their Sixteenth Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017
1. FINANCIAL RESULTS
The Company's financial performance both Consolidated and Standalone for the year underreview along with previous year's figures are given hereunder:
| || || || ||In INR Millions |
| || |
|Particulars ||2016-2017 ||2015-2016 ||2016-2017 ||2015-2016 |
|Total Income ||2929.30 ||2554.29 ||2676.83 ||2537.26 |
|Total Expenses ||2337.26 ||2481.98 ||2299.48 ||2410.82 |
|Earnings before exceptional items Interest tax and Depreciation ||592.04 ||72.31 ||377.35 ||126.44 |
|Finance Charges ||44.28 ||29.86 ||44.15 ||29.52 |
|Depreciation & amortisation expenses ||103.81 ||97.54 ||103.45 ||97.13 |
|Finance Income ||(37.74) ||(42.24) ||(39.43) ||(42.32) |
|Profit before exceptional items ||481.69 ||(12.85) ||269.18 ||42.11 |
|Exceptional Items ||43.72 ||737.66 ||43.87 ||273.14 |
|Profit/(Loss) Before Tax ||437.97 ||(750.51) ||225.31 ||(231.03) |
|Provision for Tax ||0.14 ||0.04 || ||- |
|Profit/(Loss) for the year ||437.81 ||(750.69) ||225.31 ||(231.03) |
|Earnings per share (Basic) In INR ||23.13 ||(50.80) ||11.90 ||(15.63) |
|Earnings per Share(Diluted) in INR ||20.40 ||(50.80) ||10.50 ||(15.63) |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors wish to present the details of Business operations done during the yearunder review:
The Company's business comprises of three segments viz matchmaking services marriageservices and related sale of products and other services.
The Company achieved a standalone turnover of Rs. 2674.67 million for the period endedMarch 31 2017 as against Rs. 2529.57 million for the period ended March 31 2016. TheCompany has earned a profit before exceptional items of Rs. 269.18 million during the yearunder review as against Rs. 42.11 million for the period ended March 31 2016. The Companyhas made significant improvement by earning profit after tax of Rs. 225.31 million asagainst a loss of Rs. 231.03 million during the previous year.
The Company achieved a consolidated turnover of Rs. 2928.19 million for the year ended31st March 2017 as against Rs. 2548.20 million for the period ended March 31 2016. TheCompany has earned a profit before exceptional items of Rs. 481.69 million during the yearunder review as against a loss of Rs. 12.85 million for the period ended March 31 2016.The Company has made significant improvement by earning profit after tax of Rs. 437.81million as against a loss of Rs. 750.69 million during the previous year.
The Company believes that in order to sustain future growth and development it willemploy the strategy to expand the user base by further strengthening the brands continueinvestment in mobile platform and continue to expand into marriage services and to furtherstrengthen the brands.
No Dividend was declared for the current financial year due to loss incurred by theCompany.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statements relateon the date of this report
6. SIGNIFICANT EVENTS
The Company has filed updated Draft Red Herring Prospectus before the SecuritiesExchange Board of India on 18th November 2016 during the year and their approval forfiling Red Herring Prospectus with Registrar of Companies. However due to adverse marketconditions the Board has decided to defer the launch of the initial public offering and torelaunch it in the year 2017-18.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. The total Foreign Exchange Inflow was Rs.197.55 Million and Outflow was Rs. 8.95Million during the year under review.
SOCIAL RESPONSIBILITY INITIATIVES8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THECOMPANY ON ITS CORPORATE
The provisions of Companies Act 2013 and rules made thereunder relating to CorporateSocial Responsibility is not applicable to the Company.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of Loans guarantees or investments made under Section 186 is furnishedbelow
|Investment || || |
|Name of the Company ||No of shares ||Amount (in Rs.) |
|Community Matrimony Private Limited ||99999 ||99999 |
|Sys India Private Limited ||99900 ||99900 |
|Matchify Services Private Ltd ||4124499 ||41244990 |
|Tambulya Online Marketplace Private Ltd ||3049999 ||30499990 |
|Consim Info USA Inc. USA ||1000 ||45120 |
|Guarantees || || |
|Name of the Company ||Amount || |
|Consim Info USA Inc. USA ||USD 8* Million || |
* Since the obligation to the extent of USD 5 Million has been settled by thesubsidiary the outstanding obligation on the Corporate Guarantee extended has been USD 3million as on 31st March 2017
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 is furnished in Annexure 1 and is attached to this report.
11. PARTICULARS OF EMPLOYEES & REMUNERATION
The information required under 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure 1A
12. SECRETARIAL AUDIT
The provisions of the secretarial audit under Section 204 is applicable to the Company.Accordingly the Secretarial Auditor was appointed to carry out the audit. The Audit reportis attached as Annexure 2
13. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Auditors have included qualifications with respect to certain matters in theirreports on our audited financial statements provided below. These auditor qualificationsdo not require any corrective material adjustments in our Financial Statements. We providebelow these auditor qualifications as well as our Company's corrective steps asapplicable in connection with these remarks.
Qualifications and remarks in reports on our unconsolidated financial statements
|Qualification/ Adverse Remark ||Corrective steps taken/responses by our Company |
|Auditor's Report for the Financial year ended March 31 2017 - Standalone Financial Statements ||Pursuant to notification of the Government of India Ministry of Finance Department of Economic Affairs number S.O. 3407(E) dated November 8 2016 our Company |
|The Company has provided requisite disclosures in Note 38 to these standalone financial statements as to the holding of Specified Bank Notes (SBNs) on November 8 2016 and December 30 2016 as well as dealings in Specified Bank Notes during the period from November 8 2016 to December 30 2016. ||established internal guidelines with respect to cash transactions during the specified period (November 9 2016 to December 30 2016) to ensure compliance with the applicable regulations including intimating all its outlets not to collect cash in specified bank notes post November 8 2016. |
|Based on audit procedures and relying on management representations except for the segregation between SBNs and other denominations as more fully described in Note 38 to these standalone financial statements upon which we are unable to comment we report that the amounts disclosed in the said note are in accordance with the books of account maintained by the company and produced to us for verification. ||This disclosure has been compiled based on the information presently available from our Company's books of accounts and other records (including cash deposit challans to the extent available). Our Company is in the process of compiling complete information with regard to the denomination-wise data of cash transactions entered into by us during the specified period having regard to the widespread regional operations as well as the low ticket size of cash transactions at the retail outlets and the volume of the data involved. We had also sought further information from the bankers of the Company which is awaited as of the date of approval of these standalone financial statements. |
|Auditor's Report for the Financial year ended March 31 2017 - Consolidated Financial Statements ||Pursuant to notification of the Government of India Ministry of Finance Department of |
|The Holding Company and its subsidiaries incorporated in India have provided requisite disclosures in Note 34 to these consolidated financial statements as to the holding of Specified Bank Notes (SBNs) on November 8 2016 and December 30 2016 as well as dealings in Specified Bank Notes during the period from November 8 2016 to December 30 2016. Based on audit procedures and relying on management representations except for the segregation between SBNs and other denominations as more fully described in Note 34 to these consolidated financial statements upon which we are unable to comment we report that the amounts disclosed in the said note are in accordance with the books of account maintained by the Group and produced to us for verification by the Management of the Holding Company. ||Economic Affairs number S.O. 3407(E) dated November 8 2016 our Company established internal guidelines with respect to cash transactions during the specified period (November 9 2016 to December 30 2016) to ensure compliance with the applicable regulations including intimating all its outlets not to collect cash in specified bank notes post November 8 2016. |
| ||This disclosure has been compiled based on the information presently available from our Company's books of accounts and other records (including cash deposit challans to the extent available). Our Company is in the process of compiling complete information with regard to the denomination-wise data of cash transactions entered into by our Company during the specified period having regard to the wide-spread regional operations as well as the low ticket size of cash transactions at the retail outlets and the volume of the data involved. Our Company has also sought further information from the bankers of our Company which is awaited as of the date of approval of these consolidated financial statements. |
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure 3 and is attached to this report
15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The details of financial performance of Subsidiary/ Joint Venture/Associate Company isfurnished in Annexure 4 and attached to this report.
The Company has neither accepted nor renewed any deposits during the year under review.
17. BOARD OF DIRECTORS
Mr. Vishal Vijay Gupta Nominee Director retires at this Annual General Meeting andbeing eligible offer himself for re-election.
18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 7 Board meetings during the financial year under review which includesa meeting of the Independent Directors held on 27/03/2017.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
20. STATUTORY AUDITORS
M/s.S.R.Batliboi and Associates LLP Chartered Accountants Chennai were appointed asStatutory Auditors for a period of 5 years in the Annual General Meeting held on 30thSeptember 2014. Their continuance of appointment and payment of remuneration are to beconfirmed and approved in the ensuing Annual General Meeting. The Company has received acertificate from the above Auditors to the effect that if they are reappointed it wouldbe in accordance with the provisions of Section 141 of the Companies Act 2013.
21. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management. Accordingly aRisk and Governance Committee is constituted to work towards creating a Risk Registeridentifying internal and external risks and implementing risk mitigation steps. TheCommittee will on a periodical basis provide status updates to the Board of Directors ofthe Company.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
a. Mr. Milind S Sarwate
b. Mr. George Zacharias
c. Mr. C K Ranganathan
d. Mr. Nikhil N Khattau
The above composition of the Audit Committee consists of independent Directors viz.Mr. Milind S Sarwate Mr. George Zacharias Mr. C K Ranganathan who form the majority.
The provisions of Rule 7 of Companies (Meetings of the Board and its Powers) Rules2013 regarding Establishment of Vigil Mechanism is applicable to the Company. Accordinglythe Company has formulated a policy on vigil mechanism and whistle blower.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
The Company has not issued any Bonus Shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has adopted the Employee Stock Option Scheme (A) 2010 to reward itsemployees for their past association and performance. The scheme was amended and renamedas Employee Stock Option Scheme 2014 ("ESOP Scheme"). Under the provisions ofthe ESOP Scheme the Company intend to grant up to 1785186 employee stock optionsexercisable into 1785186 equity shares of face value ' 3 each to eligible employees ofthe Company and eligible employees of our Subsidiaries and associates subject toapplicable laws.
The following are the details of the Employees Stock Option Scheme 2014 during the year2016-17.
(a) Options granted: 2000
(b) Options vested: 114429
(c) Options exercised; 77663
(d) the total number of shares arising as a result of exercise of option; 77663
(e) options lapsed during the year: 48795
(f) the exercise price: Rs. 103 and Rs.350
(g) variation of terms of options: Nil
(h) money realized by exercise of options: Rs. 7999289/-
(i) total number of options in force: 315426
(j) employee wise details of options granted ;-
(i) key managerial personnel;
(ii) any other employee who receives a grant of options in any one year of optionamounting to five percent or more of options granted during that year.
|Name of Employee || |
No. of options
| ||Granted ||Exercised ||Outstanding |
|Mr. Praveen Nambiar ||2000 ||- ||2000 |
(iii) identified employees who were granted option during any one year equal to orexceeding one percent of the issued capital (excluding outstanding warrants andconversions) of the company at the time of grant;
24. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.
During the financial year 2016-17 there are no complaints on sexual harassment.
25. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure 5and is attached to this Report.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders were passed by the regulators courts or tribunalsimpacting the going concern status and future operation of the Company.
27. INTERNAL CONTROLS AND SYSTESM
The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The scope and authority of the internal audit function iswell defined in the organisation. The Company has appointed an external agency as internalauditors to take care of internal audit function.
It monitors and evaluates the efficacy and adequacy of internal control systems of theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of Internal Auditors process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions suggested are presented to the AuditCommittee of the Board.
Internal financial controls means the policies and procedures adopted by the Companyfor ensuring the orderly and efficient conduct of its business including adherence toCompany's policies safeguarding of its assets prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.
28. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the loss ofthe company for that period;
(c) they 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) they have prepared the annual accounts on a going concern basis;
(e) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|MURUGAVEL JANAKIRAMAN ||AVNEET SINGH KOCHAR |
|MANAGING DIRECTOR ||DIRECTOR |
|Date: April 29 2017 || |
|Place: Mumbai || |