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Matrimony.com Ltd.

BSE: 540704 Sector: Others
NSE: MATRIMONY ISIN Code: INE866R01028
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OPEN 889.90
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VOLUME 1232
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P/E 37.70
Mkt Cap.(Rs cr) 1,969
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OPEN 889.90
CLOSE 865.70
VOLUME 1232
52-Week high 1242.00
52-Week low 779.10
P/E 37.70
Mkt Cap.(Rs cr) 1,969
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Matrimony.com Ltd. (MATRIMONY) - Director Report

Company director report

Dear Shareholders

The Board of Directors of your Company take pleasure in presenting theTwentieth annual Report of the Company together with the audited consolidated &standalone financial statements and the auditor's Report thereon for the financialyear ended March 31 2021.

The results of operations for the year under review are given below:

Results of Operations

in Rs Lakhs except per equity share data

Consolidated Standalone
FY 21 FY 20 FY 21 FY 20
1. Net Revenue 37787.90 37183.53 37277.81 36711.69
2. Other Income 304.84 152.98 580.07 337.95
3. Total income (1+2) 38092.74 37336.51 37857.88 37049.64
Expenditure: a) Employee Benefit Expenses 12725.87 15346.38 12578.28 15213.51
b) Marketing Expenses 13728.32 10343.41 13747.88 10362.59
c) Infra /Communication/ Admin Expenses 4580.45 6044.43 4518.09 5967.23
4. Total expenditure 31034.64 31734.22 30844.25 31543.33
5. EBITDA (3-4) 7058.10 5602.29 7013.63 5506.31
6. Depreciation/Amortization 2593.08 2796.36 2589.75 2792.47
7. Finance Cost 482.52 524.95 481.18 523.55
8. Finance Income 1440.62 1632.95 1440.57 1634.05
9. Profit before tax and share of profit / (loss) from associate (5-67+8) 5423.12 3913.93 5383.27 3824.34
10. Share of loss from associate (57.19) (6.28) - -
11. Net Profit before tax (9-10) 5365.93 3907.65 5383.27 3824.34
12. Tax Expense 1288.54 954.17 1287.14 956.58
13. Net Profit after tax (11-12) 4077.39 2953.48 4096.13 2867.76
14. Other Comprehensive Income -Net of Tax (7.23) (86.89) (0.70) (104.18)
15. Total Comprehensive Income (13+14) 4070.16 2866.59 4095.43 2763.58
16. Retained Earnings (Opening Balance) 8875.22 6393.37 8669.24 6272.98
17. Transfer to General Reserve 3303.18 2481.85 3321.36 2396.26
18. Retained earnings (Closing Balance) 12178.40 8875.22 11990.60 8669.24
19. EPS Basic 17.90 12.99 17.98 12.61
20. EPS Diluted 17.88 12.95 17.96 12.57

BUSINESS REVIEW

Your Company achieved consolidated revenue of Rs. 37787.90 Lakhsduring the year under review as against Rs. 37183.53 Lakhs during the previous financialyear a growth of 1.63% year on year. The operating expenses stood at Rs. 31034.64 Lakhsduring the year as against Rs. 31734.22 Lakhs of the previous year representing adecrease of 2.20%. The Earnings before Interest Tax and Depreciation (EBITDA) for theyear was at Rs. 7058.10 Lakhs as against Rs.5602.29 Lakhs for the previous year anincrease of 25.99%. The Profit before tax for the year was at Rs. 5365.93 Lakhs asagainst Rs. 3907.65 Lakhs of the previous year representing an increase of 37.32%. TheCompany's consolidated Net Profit (PAT) for the year was at Rs. 4077.39 Lakhs asagainst Rs. 2953.48 Lakhs of the previous year an increase of 38.05%.

Your Company has two business segments Matchmaking & MarriageServices and considers them as primary segment under Ind AS 108 for reporting.

Matchmaking

The Company has added 8.37 lakhs paid subscriptions an increase of18.86% over previous year. The revenue on a consolidated basis for the current year wasat Rs. 37572.25 Lakhs as against Rs. 36044.35 Lakhs for the previous year resulting ina growth of 4.24%. The matchmaking EBITDA for the year increased by 6.55% to reach Rs.8972.84 Lakhs as against Rs. 8421.52 Lakhs of the previous year.

Marriage Services

The Marriage Services revenue for the year was at Rs. 215.65 Lakhs asagainst Rs. 1139.18 Lakhs of the previous year resulting in a decline of 81.07%. Thesteep decline was due to lock down on account of corona pandemic. The loss for the yearwas at Rs. 963.23 Lakhs as compared to loss of Rs. 1699.37 Lakhs of the previous year.

Detailed analysis of the performance of the Company and its businesseshas been presented in the section on Management Discussion and analysis Report formingpart of this annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under reviewhas stipulated under Regulation 34 (2) (e) of the SEBI (LODR) Regulations 2015 ispresented as in a separate section and forming part of this report.

LIQUIDITY

As on March 31 2021 on a consolidated basis we had liquid assets(includes cash and cash equivalents and investments) of Rs. 28490.82 Lakhs as against Rs.23503.03 Lakhs at the previous year end. Your Company is also debt free as on 31st March2021. The details of these investments are disclosed under the ‘FinancialAssets' section in the consolidated financial statements in this Annual Report.

FUTURE OUTLOOK

Company being the leader in the matchmaking space believes the growthprospect is high as the Country has large unmarried population coupled with the increasinginternet and mobile penetration in India cultural receptivity to arranged marriages andincreased freedom of choice over life decisions. Internet base in India is expanding veryrapidly and is expected to grow significantly in the coming years and this augurs well forthe on line matchmaking segment. To ride on the growth your Company will continue tofocus on product and process improvements and invest in brand.

The company started seeing an impact on billing in the last 2 weeks ofMarch 2020 in the matchmaking business. This affected the business in Q1 of FY21 where wedeclined 7.50% y/y and 14.32% q/q. However due to our strong BCP measures thatcomplimented the work from home initiatives and our renewed strategies towards customerfocus we were able to bounce back from Q2 with a consistent y/y double digit growth. Wesaw big uptick in paid profiles and our most competitive markets also demonstrated arobust growth. This was also supplemented by many measures towards operational efficiencythat also resulted in a significant growth in profitability in FY21. The marriage servicesbusiness had a higher impact due to lower consumer demand and the muted scale of weddingsthat took place in India due to lockdowns. We utilized this time to build the eco systemand enhanced operational efficiency and reduce the losses considerably. For more detailskindly refer to Management Discussion and Analysis report which is presented as separatesection and forming part of this report.

DIVIDEND

Your Company has been consistent in generating operating cash flow overthe years. The dividend policy indicates that the Company endeavors to maintain a dividendpay-out ratio of 10%-15% of standalone profits after tax excluding exceptionaltransactions. The payout ratio may be altered if cash is to be retained under certaincircumstances. The Board has recommended a final dividend of Rs. 3.50 per equity share inits meeting held on May 11 2021 subject to approval by the shareholders at the ensuingannual general Meeting. The total dividend pay-out for the current year is Rs. 800.50Lakhs signifying a pay-out ratio of 19.63%.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do notapply as there are no dividend which has remained unclaimed and unpaid for a period ofseven years from the date it became due for payment.

SIGNIFICANT EVENTS

There are no significant events during the year

SHARES

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the yearunder review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the yearunder review.

BONUS SHARES

The Company has not issued any Bonus Shares during the year underreview

EMPLOYEES STOCK OPTION SCHEME

The Employee Stock option scheme enables the Company to hire and retainthe best talent for its senior management and key positions. The Nomination andRemuneration Committee of the Board of Directors of the Company inter alia administersand monitors the employee stock option scheme in accordance with the applicable SEBIRegulations. The disclosure as required under Rule 12(9) of the Companies (Share Capitaland Debentures) Rules 2014 is as under

i) Options movement during the year

Sl. No. Particulars ESOS 2014
1. Number of options outstanding at the beginning of the year 208561
2. Number of options granted during the year 80500
3. Number of options forfeited / lapsed during the year 37100
4. Number of options vested during the year 26340
5. Number of options exercised during the year 105383
6. Number of shares arising as a result of exercise of options 105383
7. Exercise price of options granted during the year 1. Rs. 336.40
2. Rs. 655.85
3. Rs. 844.45
8. Variation of terms of options NIL
9. Money realized by exercise of options (INR) if scheme is implemented directly by the company 16058273.25
10. Number of options outstanding at the end of the year 146578

ii) Employee wise details of options granted to

Key Managerial Personnel Mr. Sushanth S. Pai - 5000 Options
Employees who received a grant in the year amounting to 5% or more of options granted during the year Mr. Rajesh Balaji - 12000 options
Mr. Vaitheeswaran S - 5000 options
Mr. Sushanth S Pai - 5000 Options
Mr. Vinodha Priyan - 4200 options
Mr. Deviprasad T - 8000 options
Mr. Robert Irudhayaraj - 4800 options
Mr. Ariun Bhatia - 10500 options
Identified employees who were granted option during the year equal to or exceeding 1% of the Issued Capital (excluding outstanding warrants and conversions) of the company at the time of grant Nil

The Employee Stock Option Scheme 2014 is in compliance with SEBI (Sharebased Employee Benefits) Regulations 2014. The details required under Regulation 14 of theSEBI (Share based Employee Benefits) Regulations 2014 are available on the Company'swebsite athttps://www.matrimony.com/investors/annual-report/disclosure-under-sebi-regulations-2021.pdf

The Company has received a Certificate from the Auditors of the Companythat the Scheme has been implemented in accordance with the SEBI Regulations and theresolution passed the members. The Certificate would be placed at the Annual GeneralMeeting for inspection by members.

BOARD OF DIRECTORS

During the year 2020-21 Mr S.M Sundaram was appointed as AdditionalDirector and also as an Independent Director with effect from March 11 2021 subject tothe approval of the Shareholders in ensuing Annual General Meeting. In the opinion of theBoard the independent Directors appointed by the Company possess adequate experienceexpertise with integrity and standing.

Mr. Murugavel J Managing Director retires at this Annual GeneralMeeting and being eligible offers himself for re-election.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 along with Rules framed there under and Regulation 16(1)(b) of the SEBI (LODR)Regulations 2015 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 along with Rules framed there under andSEBI (LODR) Regulations 2015.

As per the provisions of the Companies (Appointment and Qualificationof Directors) Fifth Amendment Rules 2019 every individual who has been appointed as anindependent director in a company on the date of commencement of the above rules shallwithin a period of thirteen months from the date of commencement apply to Indian Instituteof Corporate Affairs for inclusion of his name in the data bank for such period till hecontinues as Independent Director of any Company.

As per the above provisions every independent director shall submit adeclaration of compliance of sub-rule (1) and sub-rule (2) to the Board each time hesubmits the declaration required under sub-section (7) of section 149 of the Act. TheCompany has obtained a declaration to that effect from the Independent Directors

All the independent Directors are exempted from passing onlineproficiency self assessment test based on their experience and hence the requirement ofpassing online proficiency self-assessment test is not applicable for the IndependentDirectors of the Company.

The detailed terms of appointment of IDs is disclosed on theCompany's website in the following linkhttps://www.matrimony.com/investors/policies/letter-of-appointment-of-independant-director-06-02-18.pdf

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 6 Board meetings during the financial year under reviewand a separate meeting of the Independent Directors on 30/03/2021.

BOARD EVALUATION

The performance evaluation of the Board its committees and individualDirectors including independent Directors was conducted based on the criteria laid down bythe Nomination and Remuneration Committee of the Company covering various aspects of theBoard's functioning such as adequacy of the Composition of the Board and itscommittees Board culture execution and performance of specific duties obligation andGovernance.

The Board has carried out the annual performance evaluation pursuant tothe provisions of the Companies Act 2013 and Regulation 17 of the SEBI (LODR)Regulations 2015 of its own performance the individual Directors including independent

Directors and its Committees based on the predetermined templatesdesigned as a tool to facilitate evaluation process on parameters such as level ofengagement contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE

The particulars of Loans guarantees or investments made under section186 of the Companies Act 2013 is furnished below

Name of the Company Investment No of shares Amount (in Rs.)
Sys India Private Limited 100000 100000
Consim Info USA Inc. USA 1000 45120
Matrimony DMCC 50 1017000
Astro-Vision Futuretech Private Limited 3341 61442410

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The disclosures to be made under Section 134(3)(m) of the CompaniesAct 2013 read with rule 8 (3) of the Companies (Accounts) Rules 2014 by the Company areas under

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy

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

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

2. Regular monitoring of temperature inside the office premises andcontrolling the Air Conditioning system.

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the dynamic information technologyspace. It has constantly evolved through the use of technology. From modernisation of thedata centre to automation powered by Artificial Intelligence (AI) to Machine Learning(ML) and to the deployment of the Big Data platform and the Analytical database theCompany has constantly been on the forefront when it comes to Technological advancementsand transformations. The Company has adequate members in Technology development functionsand keep updating the changes in technology.

iii) Foreign Exchange earnings and outgo

The details of the Foreign Exchange earnings and outgo are given below

a) Earnings in Foreign Currency

(in Rs. Lakhs)

Sl No Particulars 2020-21 2019-20
1 Income from services 5364.03 4339.10
2 Database access fees 108.83 101.82
3 Business License fees 54.41 50.91
Total 5527.27 4551.83

b) Expenditure in Foreign Currency

(in Rs. Lakhs)

Sl No Particulars 2020-21 2019-20
1 Advertisement Expenses 197.33 265.30
2 Web hosting charges 23.80 58.35
3 Other Expenses 4.42 285.39
Total 225.55 609.04

PARTICULARS OF EMPLOYEES & REMUNERATION

The ratio of the remuneration of each Director to the medianemployee's remuneration and other details in terms of subsection 12 of Section 197 ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are forming part of this report as ANNEXURE A.

The information required under 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as ANNEXUREB.

The Managing Director has not received any remuneration or commissionfrom the subsidiary Companies.

SECRETARIAL AUDIT

The provisions of the secretarial audit under Section 204 areapplicable to the Company. Accordingly the Secretarial Auditor was appointed to carry outthe audit. The Audit report is attached as ANNEXURE C.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENT RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatement relate on the date of this report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public fallingwithin the ambit of Section 73 of the Companies Act 2013 read with Companies (Acceptanceof Deposits) Rules 2014 and no amount of principal or interest was outstanding as on theBalance Sheet date.

DETAILS OF SUBSIDIARIES & ASSOCIATE COMPANY

Your Company has three wholly owned subsidiaries viz. Sys IndiaPrivate Limited Consim Info USA Inc and Matrimony DMCC Dubai. The Company has oneAssociate Company viz Astro Vision Futuretech Private Limited.

The details of financial performance of Subsidiaries/Associate Companyare furnished in ANNEXURE D and attached to this report.

HUMAN RESOURCES MANAGEMENT

Your Company having a pan India presence employs around 3505 associatesto accomplish the purpose of the Company "HAPPY MARRIAGES". We have unleashedthe power of inclusion by our geographical spread to cater to various Indian communitiesacross the globe. Gender equity is our strength as more than 50% of our associates arewomen with an average age of our associates being 29 years.

The year of FY'20-21 was marked by a global pandemic which had ahuge impact on the way we work. Work from home became the new normal and as a departmentHR had to shift gears and change many processes in the employee life cycle right fromhiring to on boarding to training. Virtual was the way forward and HR took quickproactive steps to ensure that we continue to manage all aspects relating to peoplepractice in a smooth manner.

Some of the initiatives we implemented as part of people practicesincluded:

Talent Acquisition: Be it hiring for frontline or any criticalhiring the entire interview and selection process happened online through zoom whileensuring the required standard of quality of hire. We also effectively implemented virtualon-boarding to provide a seamless and delightful candidate joining experience.

Covid Support: We launched many initiatives to support ourassociates during the difficult times they faced due to the Covid-19 pandemic. Some of theinitiatives included free online doctor consultation through our tie-up with 1mg specialCovid leave reimbursement of Covid testing charges as well as vaccination expenses andan exclusive 8 to 8 Helpdesk number to respond to associate queries.

Capability Building: We inducted more than 2000 frontlineassociates virtually and conducted more than 100 virtual training programs covering 1800associates on the behavioural and leadership aspects. We launched many initiatives likeWeLearn Tuesdays Leader's talk to provide multiple opportunities and platform forall to learn.

Employee Engagement: Similar to our hiring and training ouremployee engagement also went virtual. Work from home selfie contests online quizzesKids fest virtual treasure hunt and other such activities ensured that we don't haveany dull moment during the lockdown. This also helped increase the enthusiasm andmotivation levels of associates.

Communication & Connect: Communication is key and has a directimpact on employee morale and loyalty. We kept the communication channel alive through ourHR desk. Our major share of communication was around Covid-19 with the attempt to buildawareness around Coronavirus and keep educating associates on safety measures to beadopted to prevent the spread of infection. We also used the virtual communicationplatform to increase the motivation levels by recognising our performing associates.

HR processes: 2020-21 marked the year for revamping our HRMS withthe tie-up with Peoplestrong. This partnership and launch will change the way we recruiton board train and collaborate within matrimony.com. The implementation is planned in aphased manner with go-live in early Q2 of 2021.

Work Infrastructure: Matrimony.com increased its footprints andlaunched operations in 3 more location - Pune Mysore and Noida. Our existing officesacross many locations were also refurbished with addition of new floors /spaces.

RELATED PARTY TRANSACTIONS

The Company has a Policy for dealing with Related Parties as per therequirements of the Companies Act 2013 and Regulation 23 of the Listing Regulations.

In line with its stated policy all Related Party transactions areplaced before the Audit Committee for review and approval. The related party transactionsof the Company that are disclosed in the financial statements are transactions which areentered into with the wholly owned subsidiaries pursuant to an agreement with them for aminimum period of three years. The Company has not entered into any related partytransactions other than with the Associate Company & Wholly owned subsidiaries. Thelist of Related Parties is reviewed and updated periodically as per the prevailingregulatory conditions.

A statement containing the nature and value of the transactions enteredinto by the Company with Related Parties is presented by the Chief Financial Officer forquarterly review by the Committee. All transactions with Related Parties entered duringthe financial year were in the ordinary course of business and on an arm's lengthbasis. There are no materially significant related party transactions made by the Companywith its Promoters Directors Key Managerial Personnel or their relatives which may havea potential conflict with the interest of the Company at large. There are no contracts orarrangements entered into with Related Parties during the year. However the details ofthe contracts that are subsisting during the year is disclosed under Sections 188(1) and134(h) of the Companies Act 2013 in form AOC-2 as ANNEXURE E

CORPORATE GOVERNANCE

Your Company strongly believes that the spirit of Corporate Governancegoes beyond the statutory form. Sound corporate governance is the key driver ofsustainable corporate growth and long-term value creation for the stakeholders andprotection of their interests. Your Company endeavors to meet the growing aspirations ofall stake holders including shareholders employees and customers. Your Company iscommitted to maintaining the highest level of transparency accountability and equity inits operations. Your Company always strives to follow the path of good governance througha broad framework of various processes.

The report on Corporate Governance as stipulated under Regulation 34(3)of SEBI (LODR) Regulations 2015 is presented in a separate section and forming part ofthis report as ANNEXURE F.

Your Company has complied with the conditions of Corporate Governanceas stipulated in the SEBI (LODR) Regulations 2015 as amended from time to time. TheAuditor's Certificate on compliance with respect to the same is annexed along withthe Corporate Governance Report.

SOCIAL COMMITMENT

I) The Company's philosophy on CSR is to

a) Ensure an increased commitment at all levels in the organisation tooperate its business in an economically socially & environmentally sustainablemanner while recognising the interests of all its stakeholders.

b) To directly or indirectly take up programmes that benefit thecommunities in & around its work locations and results over a period of time inenhancing the quality of life & economic well-being of the local populace.

c) To generate through its CSR initiatives a community goodwill forthe Company and help reinforce a positive & socially responsible image of the Companyas a corporate entity.

II) The CSR committee was constituted for implementation of CSRactivities and the Composition of the Committee as on 31st March 2021 is given below

Sl. No. Name of the Director Position Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year
1. Shri Murugavel J - Managing Director Chairman 1 1
2. Shri Milind Shripad Sarwate - Independent Director Member 1 1
3. Smt Deepa Murugavel- Non Executive Director Member 1 1

III) In accordance with the requirements of the CSR provisions in theCompanies Act 2013 the Company has put in place a CSR policy incorporating therequirements therein. The web-links where Composition of CSR committee CSR Policy and CSRprojects approved by the board are disclosed on the website of the company which is alsoavailable on the Company's website at the following links:https://www.matrimony.com/investors/policies/Corporate-Social-Responsibility-Policy.pdf& https://www.matrimony.com/investors/committee.php

IV) The details of Impact assessment of CSR projects carried out inpursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibilityPolicy) Rules 2014 if applicable : Not applicable

V) Details of the amount available for set off in pursuance of sub-rule(3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules 2014 andamount required for set off for the financial year if any: Not applicable

VI) Average net profit of the Company as per Section 135 (5): Rs.4896.55 lakhs

VII) a) Two percent of average net profit of the company as per section135(5): Rs. 97.93 lakhs

b) Surplus arising out of the CSR projects or programmes or activitiesof the previous financial years: NIL

c) Amount required to be set off for the financial year if any: NIL

d) Total CSR obligation for the financial year (a+b- c): Rs. 97.93lakhs

VIII) CSR amount spent or unspent for the financial year:

Amount Unspent (in Rs.)

Total Amount Spent for the Financial Year.

Total Amount transferred to Unspent CSR Account as per section 135(6).

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).

(in Rs.) No of shares Amount (in Rs.) Amount (in Rs.) Amount (in Rs.) Amount (in Rs.)
148.68 - - - - -

(b) Details of CSR amount spent against ongoing projects for thefinancial year: NIL

(c) Details of CSR amount spent against other than ongoing projects forthe financial year:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Sl. No.

Name of the Project

Item from the list of activities in Schedule VII to the Act.

Local area (Yes/ No).

Location of the project.

Amount spent for the project (in Rs.)

Mode of implementation Direct (Yes/No).

Mode of implementation through implementing agency.

State

District

Name

CSR registration number

1.

PM Cares Fund

Schedule VII (viii) Contribution to the Prime Minister's National Relief Fund or Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund)

Pan India

Pan India

Pan India

5000000

No

2.

Tamilnadu Chief Minister's Relief Fund

Schedule VII (xii) disaster management including relief rehabilitation and reconstruction activities.

Yes

Tamilnadu

All Districts

5000000

No

3. School Sanitation and Tree planting projects

Schedule VII (iii) & (iv) measures for reducing inequalities faced by socially and economically backward groups; and ensuring environmental sustainability ecological balance conservation of natural resources

Yes

Tamilnadu

Chennai

230000

No

Exnora International Foundation

4. Employment Enhancing Vocation Skills

Schedule VII (ii) promoting education including special education and employment enhancing vocation skills

Yes

Tamilnadu

Chennai

875000

No

Hand in Hand India

5 Promoting education of children eradicating hunger and promoting health care

Schedule VII (i) & (ii) eradicating hunger poverty and malnutrition promoting health care & promoting education including special education especially among children

Yes

Tamilnadu

Chennai

1512000

No

SOS Children's Villages of India

6 Construction of toilets in school

Schedule VII (i) promoting health care including preventive health care and sanitation

Yes

Tamilnadu

Chennai

1300480

No

Sevalaya

7 Aid in rejuvenation of cauvery river project

Schedule VII (iv) ensuring environmental sustainability ecological balance conservation of natural resources and maintaining quality of soil air and water

Yes

Tamilnadu & Karnataka

850000

No

Isha Outreach

8 Feeding displaced/ poor people in Chennai due to Covid pandemic lock down

Schedule VII (xii) disaster management including relief rehabilitation and reconstruction activities.

Yes

Tamilnadu

Chennai

100000

No

KVN Foundation

TOTAL

14867480

-

-

-

d) Amount spent in Administrative Overheads: NIL

e) Amount spent on Impact Assessment if applicable: NIL

f) Total amount spent for the Financial Year (VIII(b+c+d+e)): 148.68Lakhs

g) Excess amount for set off if any

Sl. No. Particulars Amount (in Rs. Lakhs)
(i) Two percent of average net profit of the company as per section 135(5) 97.93
(ii) Total amount spent for the Financial Year* 148.68
(iii) Excess amount spent for the financial year [(ii)-(i)]* 50.75
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years if any NIL
(v) Amount available for set off in succeeding financial years 0.14

*The amount spent during the financial year 2020-21 includes an amountof Rs. 50.61 lakhs that remained unspent during the Financial year 2019-20.

IX) (a) Details of Unspent CSR amount for the preceding three financialyears: NIL

(b) Details of CSR amount spent in the financial year for ongoingprojects of the preceding financial year(s): NIL

X) In case of creation or acquisition of capital asset furnish thedetails relating to the asset so created or acquired through CSR spent in the financialyear (asset-wise details)

(a) Date of creation or acquisition of the capital asset(s): Notapplicable

(b) Amount of CSR spent for creation or acquisition of capital asset:Not applicable

(c) Details of the entity or public authority or beneficiary underwhose name such capital asset is registered their address etc: Not applicable

(d) Provide details of the capital asset(s) created or acquired(including complete address and location of the capital asset): Not applicable

XI) Specify the reason(s) if the company has failed to spend two percent of the average net profit as per section 135(5): Not applicable

The CSR committee hereby confirms that the implementation andmonitoring of CSR policy is in compliance with CSR objectives and policy of the Company.

STATUTORY AUDITORS

M/s. S.R. Batliboi and Associates LLP Chartered Accountants Chennaiwere appointed as Statutory Auditors for a period of 5 years in the Annual General Meetingheld on 30th September 2014. Their term got completed in the Eighteenth Annual GeneralMeeting. M/s S.R. Batliboi & Associates LLP Chartered Accountants were re-appointedfrom the conclusion of the Eighteenth Annual General Meeting to the conclusion of TwentyFirst Annual General Meeting based on the requisite experience in handling audits ofinternet sector companies. They continue to serve as Statutory Auditors of the Company.

RISK MANAGEMENT

The Company has developed and adopted a Risk Management Policy. Thispolicy identifies all perceived risk which might impact operations and on a more seriouslevel and also threaten the existence of the Company. Risks are assessed department wisesuch as financial risks information technology related risks legal risks etc. Themanagement also ensures that the Company is taking appropriate measures to achieve prudentbalance between risk and reward in both ongoing and new business activities. Theinformation on the risk management is explained in detail in the Management Discussion andAnalysis Report which forms part of the report.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISM

The Audit Committee consists of the following members who areindependent Directors

Shri S. M Sundaram Shri. Milind Shripad Sarwate Shri. George Zacharias

The provisions of Rule 7 of Companies (Meetings of the Board and itsPowers) Rules 2013 regarding Establishment of Vigil Mechanism are applicable to theCompany. Accordingly the Company has formulated a policy on vigil mechanism and whistleblower.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules there under for preventionand redressal of complaints of sexual harassment at workplace. The company has compliedwith provisions relating to the constitution of Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year 2020-21 there was 1 complaint on sexualharassment and appropriate action was taken after investigation. Necessary steps weretaken to create awareness on the prevention of Sexual harassment policy.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isavailable in the website of the Company under the linkhttps://www.matrimony.com/investors/extract-of-annual-return/extract-of-annual-return-19-20.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by the regulatorscourts or tribunals impacting the going concern status and future operation of the Company

DISCLOSURE UNDER SUB RULE 5 (XI) & (XII) OF RULE 8 OF COMPANIES(ACCOUNTS) RULES 2014

The Company has neither made any application nor any proceeding ispending under the Insolvency and Bankruptcy code 2016 (31 of 2016) during the year.Further the Company has neither taken any loan from the Banks or Financial institutionsnor entered into any one time settlement with them.

INTERNAL CONTROL SYSTEMS

Internal control systems in the organisation are looked at as the keyto its effective functioning. The Internal Audit team periodically evaluates the adequacyand effectiveness of these internal controls recommends improvements and also reviewsadherence to policies based on which corrective action is taken to address gaps if any.Revenue and capital expenditures are governed by approved budgets and the levels aredefined by a delegation of authority mechanism. Review of capital expenditure isundertaken with reference to benefits expected in line with the policy for the sameInvestment decisions are subject to formal detailed evaluation and approved by therelevant authority as defined in the delegation of authority mechanism. The AuditCommittee reviews the plan for internal audit significant internal audit observations andfunctioning of the Company's Internal Audit department on a periodic basis.

Internal Financial Control Systems with reference to the FinancialStatements

The Company has a formal system of internal financial control to ensurethe reliability of financial and operational information and regulatory & statutorycompliances. The Company's business processes are enabled by an Enterprise-wideResource Platform (ERP) for monitoring and reporting processes resulting in financialdiscipline and accountability. An independent audit has been carried out for testingInternal Financial Control system during the financial year for ascertaining the controleffectiveness.

Disclosure on maintenance of Cost Record

The Company is not required to maintain the cost records undersub-section (1) of section 148 of Companies act 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement-

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively

(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.

For and on behalf of the Board of Directors of Matrimony.com Limited

Place: Chennai Murugavel J
Date: May 11 2021 Chairman & Managing Director &
Chairman of CSR Committee

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